How to Form a Corporation in Kentucky
What is a corporation?
A corporation is a legal business entity that is owned collectively by the shareholders of the corporation. As the oldest form of business entity in the United States, corporations have an image of prestige and power. However, don’t let this appearance intimidate you from incorporating your company. If you’ve decided a corporation is the right business entity for your, Kentucky Registered Agent LLC is here to help you on the business adventure known as incorporation.
How do I incorporate my company in Kentucky?
Incorporating your company in Kentucky starts with the completion and filing of the business formation document called the Articles of Incorporation. To complete this document, you must provide information about your company including the name, the number of authorized shares, and the name and address of a registered agent.
After the Articles of Incorporation are filed with the Kentucky Secretary of State, there are several more steps to getting your corporation fully functioning. You will need to:
- Obtain an EIN
- Draft and Finalize Corporate Bylaws
- Hold an Organization Meeting
- Open a Business Bank Account
- Apply for Any Licenses or Permits
- Hold an Annual Shareholder Meeting
- File an Annual Report
Kentucky Registered Agent LLC
Our Incorporation Service Includes:
- Filed Articles of Incorporation
- 365 Days of Registered Agent Service
- Access to Your Safe and Secure Client Account
- Custom Corporate Bylaws
- Annual Report Reminders
- Transparent Prices
Why should I hired Kentucky Registered Agent LLC to incorporate my business?
Kentucky Registered Agent LLC is in the business of forming businesses. We are dedicated to providing efficient, affordable, and straightforward service to help you on your way towards success. So that means, even if you don’t want to hire us to do the job, we’ve got your back. Below, find a Do-it-Yourself Guide to Incorporating in Kentucky.
A GUIDE TO INCORPORATING
Complete the Articles of Incorporation
The first step to incorporating in Kentucky is completing the Articles of Incorporation. This process requires the following steps:
Choose a Name
The name of your corporation must be distinguisbale from any business entity on record with the Kentucky Secretary of State. Before you file the Articles of Incorporation, you should check to make sure the name you want is available by searching the Kentucky Business Entity Database.
You must also include an identifying term in the name of your corporation such as:
Corporation or Corp.
Incorporated or Inc.
Company or Co.
Limited or Ltd.
List the Number of Authorized Shares
You are required to list the number of shares the corporation is authorized to issue. At least one share must be authorized. If you plant to authorize shares in multiple series of stock, you must file the Articles of Amendment in addition to the Articles of Incorporation.
Choose a Registered Agent
You must list the name and address of a registered agent on the Articles of Incorporation. A registered agent is a third party individual of entity that is elected by the incorporators to receive any legal correspondence on behalf of the corporation.
The registered agent must be located in Kentucky and must have a physical street address. In Kentucky, unlike many other states, you are not permitted to act as your own registered agent.
For $49, Kentucky Registered Agent LLC will provide $365 days of registered agent service.
The registered agent must accept appointment by signing the Articles of Incorporation before the document can be filed.
List a Principal Office
You must provide the address of the principal office. The principal office is the primary location where business is conducted. This location can be located in or outside of Kentucky. All correspondence from the Kentucky Secretary of State will be sent to this address.
List the Name and Mailing Address of the Incorporator(s)
The name and address of at least one incorporator must be provide on the Articles of Incorporation.
Sign the Document
The document must be signed by an incorporator. An incorporator, by the nature of being an incorporator, is not entitled to any interest in the corporation. However, that does not prohibit an incorporator from being a shareholder in the corporation.
When you hire Kentucky Registered Agent LLC to incorporate your company, we sign as the incorportor and provide our information so you don’t have to.
File the Articles of Organization
You can file the Articles of Incorporation by mail, in person, and online. The fee is $50 ($40 for the filing fee and an additional $10 for the organization tax fee for corporations with 1000 shares or less). If you are paying by check, make the check payable to “Kentucky State Treasurer.”
Filing By Mail
If you file by mail, send the original and an exact copy of the Articles of Incorporation with correct payment to:
Alison Lundergan Grimes
Office of the Secretary of State
PO Box 718
Frankfort, KY 40602-0718
When you file by mail, there is no guaranteed filing time. Additionally, there is no option to expedite the filing. Remember, do not send cash through the mail.
If you are filing the Articles of Incorporation in-person, or via courier, deliver the document to:
Room 154, Capitol Building
700 Capital Avenue
Frankfort, KY 40601
8:00 AM – 4:30 PM
If you file the Articles in person you can pay with card, cash, or check and the document will be filed immediately.
If you file the Articles of Incorporation online by using Kentucky’s One Stop Business Portal website, you do not need to provide two copies. Articles of Incorporation that are submitted online are filed immediately. You can pay via card or prepaid account.
Next Steps for Your Corporation
One the Articles of Incorporation have been filed with the Kentucky Secretary of State, you are ready to move onto the next steps for your corporation.
Obtain an EIN
An EIN is an identifying number used for federal tax purposes by the Internal Revenue Service (IRS). The number is nine digits long and unique to your corporation. EINs are used to open business banking accounts, file federal taxes, and complete paperwork to hire new employees. Obtaining an EIN is easy, free, and can be completed entirely online at the IRS website.
Draft and Finalize Corporate Bylaws
Corporate bylaws are the backbone of a corporation. Bylaws lay out the foundations, policies, and procedures of the corporation and solidify the rules for how to become a shareholder, how to change the bylaws, and the stock structure of the company.
Even though bylaws do not need to be filed with any governmental agency, all corporations are required to have them. The bylaws are adopted as official at the first meeting held by the corporation (typically referred to as the organization meeting).
When you hire Kentucky Registered Agent LLC to incorporate your business, we provide custom bylaws in our incorporation package.
Hold an Organization Meeting
The organization meeting is the first meeting of all initial shareholders. During this meeting the board of directors is elected, the bylaws are adopted, shareholder certificates are issued, and any other relevant matters to the business are discussed and reviewed.
Open a Business Bank Account
Once you have obtained an EIN and adopted the bylaws as official, you are ready to open a business banking account for your corporation. Separation of business finances from personal and shareholder finances is arguably the most important element of maintaining a corporation. A central purpose of a corporation is to separate the liabilities of the company thus creating corprate autonomy. To affirm this, it is advisable to open a business banking account.
Opening a business banking account typically requires an EIN and a copy of the corporate bylaws. It is a good idea to call the financial institution ahead of time to double check is there is anything else you should bring.
Apply for Any Licenses or Permits
Your corporation may need additional licenses or permits to operate legally. Before you beginning operating, you should visit the Kentucky Occupational Licenses/Permits website to see what may be required.
Hold an Annual Shareholder Meeting
Corporations are required to hold annual shareholder meetings during which the board of directors will be elected and shareholders will be provided with information regarding the performance of the company. The time and place of this meeting is provided in the initial bylaws. Shareholders are not required to attend and are permitted to vote via proxy.
File an Annual Report
Corporations are required to file an annual report with the Kentucky Secretary of State between January 1 and June 30 the year after the corporation is formed. The annual report must include a dated signature and a $15 filing fee. You can file the annual report by:
- Returning the Annual Report Postcard
- Filing Online
- Sending a Printed Report via Mail
- Filing in Person
Frequently Asked Questions
About Incorporation in Kentucky
What is the difference between an S-corp and a C-corp?
The terms “S-corp” and “C-corp” are used by the IRS as tax identifies for federal tax purposes. Similar to an LLC, an S-corp is treated as a pass-through entity. This means that all profits are passed through the entity onto the shareholders and are not subject to Kentucky’s corporate tax rate. The “C-corp” is used to identify traditional corporations that pay corporate tax. You can elect to have your company taxed as an S-corp by submitting Form 2553 to the IRS.
However, holding an S-corp status requires that the company have no more than 100 shareholders, is a domestic entity, and issues only one class of shares.
How do I contact the Kentucky Secretary of State Business Filings Division Office?
You can contact the Kentucky Secretary of State Business Filings Division Office at 502-564-3490 or through an online contact submission.
The Secretary of State Office is open from 8:00 AM – 4:30 PM and is located at:
Room 154, Capitol Building
700 Capital Avenue
Frankfort, KY 40601
Who serves on the board of directors?
Corporations must have at least one director that is elected to serve on the board of directors. However, typically, the board is made up of several different people. The actual number will be outlined in the corporate bylaws.
Board members are elected by shareholders at the annual meeting. The length of the term of the director is also set forth by the bylaws.
The board of directors is responsible for setting broad goals for the corporation, reviewing financial information, directing and shaping the public image of the corporation, and assessing and evaluating the performance of the company.