Form a Kentucky LLC
Thousands of businesses have been right where you are now—deciding to become a limited liability company and deciding to use LegalZoom. We provide a user-friendly service for you to start your LLC online today in three easy steps. Protect your business and personal assets and organize your business with the help of experienced business formation experts.
When you form your Kentucky LLC with LegalZoom, we prepare and file your articles of organization with the Commercial Division of the Kentucky Secretary of State where the initial registered office of the company is located. We also conduct a name search for your Kentucky LLC, to assist you in the preparation of your operating agreement and other customized services corresponding to your needs. Once your articles of organization have been successfully filed, your Kentucky LLC has been formed and begins its existence as a legal business entity.
LegalZoom LLC Overview
Registering an LLC Name: Choosing a business name is one of the first steps in the process of forming your Kentucky Limited Liability Company. The name that you choose:
Must contain, as the last words of the name, the words "limited liability company" or "limited company" or the abbreviations "LLC" or "LC." The word "Limited" may be abbreviated as "Ltd." and the word "Company" may be abbreviated as "Co."
Must be distinguishable from another Kentucky Limited Liability Company, or any other name on record with the state
An LLC may apply to use a name that is not distinguishable if either:
The other entity consents to the use in writing and submits an undertaking in form to change its name to a name that is distinguishable from the name of the applying LLC
The applicant delivers to the Kentucky Secretary of State a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.
A limited liability company may use the name, including the fictitious name, of another business entity that is used in Kentucky if the other business entity is organized or authorized to transact business in this state and the LLC either:
Has merged with the other business entity
Has been formed by reorganization of the other business entity
Has acquired all or substantially all of the assets, including the business name, of the other entity
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check for your Kentucky Limited Liability Company before filing to see which names are available.
How to Register: Once you have chosen an available name, LegalZoom can help you register your name with the state.
Articles of Organization: In any Kentucky LLC formation, articles of organization must be signed by at least one person and then filed with the Commercial Division of the Secretary of State. State law requires that certain information be included in the articles of organization of your Kentucky LLC formation. This information must include:
The company name
The street address of the LLC's initial registered office
The name of its initial registered agent at the registered office
The mailing address of the initial principal office of the LLC
A statement as to whether the LLC will be member-managed or manager-managed
The period of the LLC's duration (this period will be perpetual unless the articles indicate a set time for dissolution)
A written statement of the initial registered agent consenting to serve in that capacity
Any other provisions, not inconsistent with law, that the members elect to be set forth in an operating agreement
Filing: Your LLC is considered organized once the articles of organization and two exact copies (or conformed copies) are delivered by one or more persons to the Commercial Division of the Kentucky Secretary of State, and the Secretary finds that they are in compliance with state requirements.
The document must be executed by (1) an organizer if the LLC has not been formed, (2) by a manger if the LLC is manager-managed, (3) by a member if the LLC is member-managed, (4) by a fiduciary if the LLC is in the hands of a receiver, trustee, or other court-appointed fiduciary or (5) by an attorney in fact. The persons executing the document must indicated beneath or opposite their signatures their name and title (capacity in which each signs).
One certified copy of the articles of organization will be issued, and the other certified copy will be returned to the organizer or members.
Additionally, a Kentucky LLC formation generally requires inclusion and/or consideration of the following:
Organizers: Any person or entity may form a LLC. The person or entity need not be a member of the LLC.
Minimum Number of Organizers: One or more persons or legal entities. .
Eligibility Requirements: An organizer may be an individual, a general partnership, a limited liability partnership, including a registered limited liability partnership, a limited partnership, a domestic or foreign LLC, a trust, an estate, an association, a corporation, or any other legal entity.
Operating Agreement: Although not required, LLC members may adopt an operating agreement for the company, which may also be amended and repealed as allowed by the agreement or applicable law. The articles of organization may contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement.
Membership: A limited liability company must have one or more members. Requirements:
Minimum Number of Members: One or more.
Eligibility Requirements: A natural person or an entity
Procedure for Membership: The member may acquire an interest in the LLC directly from the LLC either (1) upon compliance with an operating agreement, or (2) if an operating agreement does not so provide in writing, upon the written consent of all members. The effective time of admission of a member to a limited liability company shall be the later of: (1) the date the LLC is formed; (2) the time provided in the operating agreement or (3) if not time is provided, when the person's admission is reflected in the records of the LLC.
Resignation of Membership:Certain prohibitions exist surrounding the ability of a member to resign from the company.
Unless provided in a written operating agreement, a member has no right to withdraw from a LLC.
If the written operating agreement does not specify a time a member may withdraw, a member shall not withdraw without the consent of all other members remaining at the time.
The LLC may recover damages from the breach of the operating agreement
Contribution:The contributions of a member to the limited liability company may be.
Registered Agent In Kentucky
LegalZoom can also provide your business with a Registered Agent in Kentucky. Every Kentucky LLC must have a registered agent -- the person or office designated to receive official state correspondence and notice if the company is "served" with a lawsuit.
Eligibility Requirements: The registered agent in Kentucky may be: (1) an individual who is a resident of this state and whose business office is identical with the registered office, (2) a domestic corporation, domestic LLC or not-for- profit domestic corporation whose business office is identical with the registered office, or (3) a foreign corporation, foreign LLC, or not-for-profit foreign corporation authorized to transact business in this state whose business office is identical with the registered office.
Registered Office: A registered office in Kentucky may be a place of its business located in the state.
Kentucky Secretary of State
Once a Kentucky LLC has been created, the Kentucky Secretary of State will require certain recurring responsibilities and duties. The most important of these are explained below. For further information, refer to the Kentucky Secretary of State office.
Annual Report: Each LLC shall file an annual report on or before the anniversary of its organization signed by a manager, member or agent that lists:
The LLC name and the state or country under which it is organized
The address of its registered office
The name of its registered agent at that office.
The address of its principal office
The name and business address of each manager, if the LLC is manager-managed, or each member, if the LLC is member-managed.
The first annual report shall be delivered to the Secretary of State between January 1 and June 30 the year after the LLC is organized. Subsequent annual reports shall be delivered to the Secretary of State between January 1 and June 30 of the following calendar years.
Records:Each limited liability company shall keep following records open to inspection at its office:
A current list, and all past lists, listing the full name and last known mailing address of each member and manager, if any
A copy of the articles of organization and all amendments thereto, together with executed copies of any power of attorney pursuant to which any articles of amendment have been executed
Copies of the LLC's federal, state, and local income tax returns and financial statements, if any, for the three (3) most recent years or, if not prepared, copies of the information that should have been provided to the members to enable them to prepare their federal, state, and local tax returns for those years
Copies of any effective and prior (not effective) written operating agreements and all amendments thereto
Unless contained in writing in an operating agreement:
o A writing setting forth the amount of cash, if any, and a statement of the agreed value of other property or services, if any, contributed by each member and the times at which or events upon the happening of which any additional contributions are to be made
o A writing stating events upon which the LLC is to dissolve and its affairs are to be wound up
o Other writings, if any, prepared pursuant to a requirement, if any, in an operating agreement
Acts Triggering Dissolution: Unless otherwise provided in the articles or a written operating agreement, a limited liability company is dissolved upon the happening of any one of the following events:
Expiration of the term of the LLC as set forth in the articles of organization
Upon the occurrence of events specified in writing in the articles or operating agreement
Written consent of a majority-in-interest of the LLC members
Entry of a judicial order
Filing of a certificate of dissolution by the Secretary of State
An LLC can offer certain tax advantages over a corporation, including the availability of more deductions. Additionally, an LLC is not required to be a separate tax entity like a corporation;instead, it can be a "pass-through entity," so that the LLC owners report business losses or profits on their personal tax returns, like a partnership.
Federal Income Tax: Unless you elect to tax the limited liability company as a corporation, the IRS treats single-member LLCs as sole proprietorships for tax purposes. This means the LLC itself does not pay taxes and does not have to file a tax return. Unless you elect to tax the limited Liability company as a corporation, the IRS treats multi-owned LLCs as partnerships for tax purposes. This means that LLC owners each pay taxes on their lawful share of the profits on their personal income tax returns, not the LLC itself. If you desire, by filing IRS Form 8832, you may elect corporate taxation if you regularly need to keep a substantial amount of profits in your LLC.
State Income Tax: The LLC tax rate for Kentucky is variable, depending on Kentucky taxable net income.
Federal Tax Identification Number: Your LLC may need to obtain a federal tax identification number (also known as an employment identification number/ EIN), which is similar to an individual's social security number. Generally, you will not need a separate EIN number for your LLC as long as you are the sole owner and the LLC has no employees. However, if you are not the sole owner of the LLC or if the LLC has employees, your LLC will need a separate EIN number to open a bank account and for certain tax filing requirements LegalZoom can prepare your Federal Tax ID Application if you have not already done so.
Filings must be made with the Kentucky Secretary of State, along with the appropriate state filing fee. When appropriate, a check must accompany the document, payable to the Kentucky Secretary of State, covering all charges for the State Secretary.