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When incorporating in Kentucky with LegalZoom, we not only file your articles of incorporation with the Kentucky Secretary of State, but we also prepare customized bylaws and director resolutions. We can also obtain your Federal Tax ID Number (EIN) and provide other customized services for your Kentucky corporation.
Kentucky Incorporation Information
Incorporating in Kentucky
Choosing a business name is one of the first steps in the process of forming your Kentucky Corporation. The name that you choose:
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check before filing to see which names are available.
- Must be distinguishable from any other registered Kentucky business entity and any reserved names on record, subject to certain exceptions under state law
- May not contain language stating or implying that the corporation is organized for a purpose other than that permitted by state law and its articles of incorporation.
In addition, the name must contain one of (or an abbreviation of) the following endings, or words or abbreviations of like import in another language:
Articles of Incorporation: When incorporating in Kentucky, articles of incorporation must be filed with the Kentucky Secretary of State. Kentucky law requires that certain information be included in your articles of incorporation. The following is a summary of those requirements:
- Minimum Number of Incorporators: One or more.
- Eligibility Requirements: None.
- Duties: Delivering articles of incorporation to the Secretary of State for filing.
- Listing Requirements - The name and mailing address of each incorporator must be listed in the articles.
Kentucky allows one to incorporate in Kentucky for any lawful purpose. There is no need to state a particular corporate purpose in the articles of incorporation.
- Minimum Number of Directors: One or more, to be listed in the bylaws or fixed in accordance with them.
- Eligibility Requirements: None. However, the articles of incorporation or bylaws may prescribe qualifications for directors.
- Listing Requirements: The names of the directors are not required in the articles.
The number of shares that the corporation is authorized to issue must be included in the articles.
- The signature of the registered agent, or a separately signed consent, is needed on the articles.
- The address of the corporation's principal office must be included in the articles.
Kentucky permits optional provisions to be integrated into the articles of incorporation, such as:
- The names and addresses of the initial directors.
- The corporate purpose(s).
- Regulating the powers of the corporation, its board of directors, and shareholders.
- A par value for authorized shares or classes of shares.
- Personal liability of shareholders for corporate debts in certain situations.
- Limitation of director liability to the corporation or its shareholders in certain situations.
After the corporation has been formed, one copy of the articles of incorporation must be filed in the county where the registered office is located.
Bylaws govern a Kentucky corporation's business and affairs. A corporation maintains its bylaws at its principal executive office and is not required to file them with the government. The board of directors of a corporation may adopt, amend or repeal bylaws, unless the articles reserve this right for the shareholders. Officers may either be listed in the bylaws or elected by the board in compliance with the bylaws.
Every Kentucky corporation must have a registered agent in Kentucky -- the person or office designated to receive official state correspondence and notice if the corporation is "served" with a lawsuit.
Eligibility Requirements - The registered agent must be either (1) a resident individual of this state whose business office is the same as the registered office or (2) a corporation, limited liability company or limited partnership with authority to transact business in this state whose business office is the same as the registered office.
A report must be filed with the Kentucky Secretary of State each year, except for the first year of incorporation. This report must be filed each year before the end of the month in which the corporation was originally incorporated, and must indicate:
Income Tax Rate:
- The corporation's name and its state or country of incorporation;
- The address of its registered office and the name of its registered agent at that office in this state;
- The address to which officers' correspondence should be mailed; and
- The names and business addresses of the directors, president and secretary.
For information on the Kentucky state income tax rate, visit: http://revenue.state.ky.us/