Start A Corporation In Kentucky
Use our free business tools below to complete your Kentucky Articles of Incorporation. This is the document you file directly with the Kentucky Secretary of State to form your corporation.
If you want more, hire us to form your corporation in Kentucky for just $39 + state fees. We’ll get your business stood up in minutes with a free domain, website, email, business phone, and more.
How to Start a Corporation in Kentucky
A Kentucky corporation is a legal entity that is separate from its owners (shareholders). Often formed to conduct business, corporations protect owner assets (house, cars, bank accounts) from being used to settle business debts or lawsuits.
To start a corporation in Kentucky, you’ll need to do three things: appoint a registered agent, choose a name for your business, and file Articles of Incorporation with the Secretary of State. The articles cost $50 to file. Below, you’ll find a step-by-step guide for starting your Kentucky corporation, along with instructions on everything you need to do to get it ready to do business.
1. Name Your Corporation
First thing’s first, your corporation needs a name. While it’s important to choose the right name for your business, it must meet state law requirements as outlined in KY Rev Stat § 14A.3-010. Your business’ name must:
- include corporation or inc or another abbreviation that indicates the business entity type
- not include words or abbreviations to make it sound like the business is another kind of entity, like LLC or limited partnership
- be unique among approved business names in Kentucky
Already have a business name? Check to see if it’s available.
Your corporation’s name is the one listed on the legal paperwork you file with Kentucky. Your trade name, or DBA, is just a name for your business that is different from the one registered with the state. DBA stands for doing business as. DBAs are also referred to as trade names, fictitious names or assumed names..
Kentucky requires DBAs to be registered with the state. To get a DBA in Kentucky, simply fill out a Certificate of Assumed Name form and then file it with the Secretary of State. The form costs $20 to file and you can mail or walk it in.
Thinking about using a trade name? Learn How to Get a Kentucky DBA.
Yes. Kentucky lets you reserve your chosen business name for 120 days. Your request must be made in writing—no online name reservation is available. This means that you’ll need to file a Reservation or Renewal of Reserved Name form either by mail or in person with the Division of Business Filings and pay the $15 fee via check.
2. Designate a Registered Agent
You will need to appoint a Kentucky registered agent before you can complete your Articles of Incorporation. Your registered agent will accept important legal mail on behalf of your business. You can be your own registered agent, or you can appoint another person or a registered agent service to perform this role.
Kentucky corporations are required to include their registered agent’s name and address on their Articles of Incorporation and to continuously maintain a registered agent for as long as the business is active.
Learn why the pros use a registered agent service.
The requirements for a registered agent in Kentucky are outlined in KY Rev Stat § 14A.4-010. At a minimum, your registered agent must:
- have a physical address (no P.O. Boxes or virtual offices) in the state of Kentucky
- keep regular business hours
- accept legal mail and correspondence from the Kentucky Division of Business Filings on behalf of your business and get them to you fast
Availability during regular business hours is key here. If your registered agent isn’t at one address for all or most of the day, then they might miss out on important paperwork deliveries.
Yes, you can be your own registered agent. You will have to share your name and address on the public record and be available during regular business hours to accept service of process in person.
You definitely can. In fact, you have the ability to change your registered agent in Kentucky anytime you want by filing the Statement of Change of Registered Agent form with the Kentucky Secretary of State. You can submit the form by mail, in person, or online. Total cost for changing your registered agent is just $10.
3. Submit Articles of Incorporation
Filing the Articles of Incorporation with the state of Kentucky is the step that officially creates your corporation. When the form is completed, you’ll submit it to the Kentucky Division of Business Filings.
Note: All of the information on this form will become part of the public record.
Provide the following information about your corporation in order to successfully fill out your articles
- Company name: Write your legal company name and include an indicator.
- Authorized shares: must include the numbers of shares the business is authorized to issue
- Registered office: the physical address in Kentucky where your registered agent is present during regular office hours
- Registered agent: the person or business that will accept official mail on behalf of your corporation
- Principal office: address where the state will send official mail (besides legal notifications)
- Names and addresses of incorporators: must include the names and addresses of anyone on the initial board
- Veteran-owned: If the corporation is owned by a veteran, check this box.
- Signatures: The incorporator’s and registered agent’s signatures must be included.
When you’re done, you can submit the document and your payment. It costs $40 to file the Articles and $10 as an Organizational Tax fees for 1,000 shares or less,. You must contract the Office of the Secretary of State for a total filing fee if you have more than 1,000 shares to issue.
Articles of incorporation are public documents, meaning people will be able to easily access them online. If you put your own name and address on these forms, you’re likely to be bombarded with junk mail from marketing firms.
The best way to maintain your privacy is to hire a registered agent service that will put its name and address on your business forms instead of yours.
You can submit your articles online by mail, or in person. If you plan on paying the filing fees by check, they should be made payable to the Kentucky State Treasurer.
Mail:
Michael Adams
Office of the Secretary of State
P.O. Box 718
Frankfort, KY 40602-0718
In person:
Capitol Building
Room 154
700 Capital Avenue
Frankfort, KY 40601
Online:
Kentucky SOS One-Stop
Start Your Kentucky Corporation Today!
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4. Get an EIN
Your Federal Employer Identification Number (commonly known as an EIN or FEIN) is similar to a Social Security number for your business. The IRS assigns these numbers and uses them to easily identify individual corporations on tax filings, including federal corporate income tax returns.
The IRS requires corporations to get an EIN for their federal tax filings. You may also be asked for your EIN when opening a bank account, securing a loan, or applying for local business permits and licenses.
You can get an EIN directly from the IRS. The application is free, and most businesses can apply online. However, if you don’t have a social security number, you’ll need to submit a paper application form.
Can’t bear to fill out yet another application? Hire Northwest to get your EIN for you. Just add on EIN service during checkout when you sign up for our incorporation service.
5. Write Corporate Bylaws
Bylaws are the internal rules you set for your business. They put into writing how decisions will be made and who gets to make those decisions. All the major organizational processes and procedures for your corporation will go in your bylaws.
For more on Kentucky corporate bylaws (including free Kentucky corporate bylaws templates), see our Kentucky corporate bylaws resource.
Yes. KY Statute § 271B.2-060 notes that either the incorporators or the board of directors shall adopt initial bylaws for the corporation.
Bylaws are some of your corporation’s most important internal documents. They lay out the key facts, policies and processes for your organization. You don’t have to submit bylaws to the state though. Keep your corporate bylaws with other corporate records, such as meeting minutes and resolutions.
Corporate bylaws cover basic policies and procedures for issues such as company finances and management. Bylaws should cover a range of topics, answering key questions like those below:
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Meetings: When and where will meetings for shareholders and directors be held? How many attendees are required to transact business? What are the procedures for voting or proxy voting? How do you call a special meeting? What actions can be taken without a meeting?
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Stock: How are stock certificates issued and transferred? How is voting affected by issues such as corporate stock owners or fractional shares?
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Directors and officers: How many directors must there be? Which officer positions are required? What powers do they have? How do you fill a vacancy or remove a director or officer?
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Finances: What are the procedures for retaining profits, issuing dividends, and paying bills? Who can withdraw money from the corporate bank account or sign checks?
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Records: Where is the corporate book to be kept? What information will be maintained? How are requests for review or access honored? Can records or copies be kept or distributed digitally?
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Amendments and emergencies: Who can amend bylaws and how? Can emergency bylaws be adopted in the case of disaster?
Kentucky bylaws can make other provisions as well, assuming additions are in accordance with state law. For example, KY Statute § 271B.2-060) states that bylaws cannot abolish or limit the ability of shareholders to inspect and copy any corporate records after giving written notice.
Creating bylaws can be overwhelming—where do you start? Northwest can help. We give you free corporate bylaws when you hire us to form your Kentucky corporation. We know what kinds of topics and questions corporations need to address, and we’ve spent years refining and improving our forms.
We offer many other free corporate forms as well, including templates for resolutions and meeting minutes.
6. Hold an Organizational Meeting
An organizational meeting is the first official meeting of the corporation after the business is legally formed with the state. At this meeting, bylaws are adopted, officers are appointed, and any other initial business is conducted. The first meeting minutes should also be recorded and added to your corporate record book.
The organizational meeting is held at a time determined by a majority of the directors (or incorporators, if initial directors have not been assigned at the time the Articles of Incorporation were filed). But the meeting can be waived with the written consent of the incorporators. The meeting also does not have to be held in Kentucky.
7. Open a Corporate Bank Account
Businesses that mix personal and business finances together risk losing their liability protections, so your corporation will need its own bank account. In addition, a corporate bank account is essential for easily accepting payments, paying bills and holding funds.
To open a corporate bank account in Kentucky, you’ll need to bring the following with you to the bank:
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a copy of the Kentucky corporation’s Articles of Incorporation
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the corporation’s bylaws
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the corporation’s EIN
If your bylaws don’t specifically assign the power to open a bank account, you may also want to bring a corporate resolution to open a bank account. The resolution would state that the person going to the bank is authorized by the business to open the account in the name of the corporation.
At Northwest, we provide free corporate bank resolutions, along with many other free corporate forms, to help you get started fast.
8. File State Reports & Taxes
In Kentucky, corporations file an annual report each year. In addition, Kentucky also has a yearly corporate income tax and a limited liability entity tax (LLET) which may apply to your organization.
The Kentucky Annual Report is a filing you must submit each year. You will provide updated information on directors, officers, and your principal business address. You must also confirm your registered agent and office (but you can’t actually update this information here—that requires a $10 fee and a Statement of Change form).
The Kentucky Annual Report has a flat fee of $15.
The filing is due on June 30th. Kentucky does not charge late fees for failing to file an annual report, but your organization faces administrative dissolution or revocation if you miss the deadline.
These filings can be easy to forget—which is why we send our clients automatic reminders for your Kentucky Annual Report filings. Or better yet, let us file for you. With our business renewal service, we can complete and submit your annual report for you for $100 plus the state fee.
Kentucky corporations have two major taxes to contend with: a corporate net income tax and a limited liability entity tax.
The corporate income tax rate differs based on the amount of net income. Net income up to $50,000 has a 4% rate; net income between $50,001 and $100,000 pays a 5% rate; and any net income over $100,000 pays a 6% rate.
The limited liability entity tax (LLET) is a gross receipts tax that applies to businesses with limited liability, like corporations and LLCs. The LLET rate is $950 for every $1 million in gross receipts or $7,500 for every $1 million in gross profits, whichever is lower. There’s a minimum LLET of $175 regardless which rate is used.
The state sales tax is a flat 6%. While most states allow cities and counties to tack on additional sales taxes, this isn’t the case for Kentucky—customers pay 6% at the register, whether they’re in Lexington or Harlan.
Yes, if you conduct business in Kentucky, you’re required to register with the Kentucky Department of Revenue. You can register via the Kentucky Business One Stop Portal. You’ll need your EIN before you can register.
Ready to Start a Corporation in Kentucky?
