Everything You Need to Know About Kentucky Corporations:
Kentucky Incorporation Options
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How to Incorporate in Kentucky
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. You can file this document online or by mail. The articles cost a minimum of $50 to file. Once filed with the state, this document formally creates your Kentucky corporation.
Per KRS § 14A.4-010 (2019), every Kentucky corporation must appoint a registered agent. You don’t need to hire a registered agent, but if you do, make sure your registered agent will list their address on your articles wherever possible to ensure maximum privacy.
If you’re starting a new business, you probably already know what you want to name your corporation. But you’ll need to know if your preferred name is available. To find out, visit Kentucky SOS Business Entity Search and browse until you find the perfect name for your corporation.
Once you know who your registered agent will be and what your corporation name is, you’re ready to file your Kentucky Articles of Incorporation. Follow along with our filing instructions below:
Filing the Kentucky Articles of Incorporation
Learn more about each Articles of Incorporation requirement below. Note that the information you provide becomes part of the public record—permanently.
Better yet, skip the form entirely and hire us to incorporate your Kentucky business. We provide a free business address to list whenever possible throughout the filing to better keep your personal address private.
1. Corporate Name
Your name can’t be the same or too similar to any other businesses on record in the state. Your name must include “Corporation,” “Incorporated,” “Company,” or “Limited,” or an abbreviation for one of these words. Tip: Many corporations opt to keep it simple with “Corp” or “Inc.”
2. Authorized Shares
List the number of shares you’d like to create. You must create at least one share. Tip: Want multiple classes or series of shares? You won’t be able to use the standard form; you’ll have to draft your own articles so you can specify the rights and limitations for each class or series.
3. Registered Office and Registered Agent
Your registered office is the Kansas street address – not a post office box – where your registered agent will accept legal notifications on behalf of your corporation. For your Kentucky registered agent, you can list an individual state resident (like yourself) or a business that provides registered agent service (like Northwest). Tip: Rather than listing your own address, Northwest’s will be listed here when you hire us.
4. Principal Office
This is the address where you’ll receive official mail (besides legal notifications—those go to your registered agent). Tip: Keep things simple with one address for all your mail. Hire Northwest as your resident agent and you can use our Kentucky address for your mailing address as well.
5. Kentucky Incorporator
Your incorporator signs and submits your Kentucky Articles of Incorporation. Your incorporator doesn’t have to be a director, officer, or anyone in your corporation—just someone you authorize to sign off on your articles. An incorporator has to include their name and mailing address. Tip: We’ll be your incorporator when you hire Northwest to form your Kentucky corporation.
6. Effective Date
Nothing to fill out here! An application for Articles of Incorporation is effective immediately in Kentucky!
7. Veteran Ownership
Mark this box if your business is at least 51% unconditionally owned by one or more veterans (or if at least 51% of its stock is owned by one or more veterans). Kentucky allows veteran-owned corporations to waive the filing fee to incorporate a business.
Why Have a Registered Agent Form Your Kentucky Corporation?
Professionals in Kentucky hire registered agent services like Northwest Registered Agent for incorporation—but why?
Standard filing companies don’t have employees or offices in every state. But as a national registered agent, it’s a requirement for us, which is a benefit for our clients. Our office is in Richmond. We’re on a first name basis with the people who work in the Secretary of State office. We know all the fastest filing methods, which translates to fast, professional service—without extra fees.
As your registered agent, we list our Richmond registered office address on your corporation’s formation documents. Why? If you’re starting a business from your apartment in Lexington, do you really want your apartment address as your business address? (Hint: the answer is no.) We’ll list our address, so you don’t have to list yours. Plus, we never sell your data. We don’t list your personal information on filings if we don’t have to. It’s all standard and part of our commitment to Privacy by Default®.
Free Mail Forwarding, Business Address and More
At Northwest, we do everything a registered agent should do and more. You can list our address as your business address on your state filings. We include limited digital mail forwarding with registered agent service (up to 5 pieces of regular mail per year; $15 a doc after that).
Plan on accepting credit cards? We also offer a Free Credit Card Processing Consultation. Our specialists work with processors to negotiate low rates and better contracts for our clients.
And now, try our in-house Northwest Phone Service for 60 days, free of charge with our formation service. Get a virtual phone number with your choice of area code, make and receive calls from any device, and more—for just $9 a month.
We know the in’s and out’s of each state—and we use this knowledge to help you when you need it most. Our team of Corporate Guides® has over 200 local business experts. You can call or email us for answers to all your questions about your corporation in Kentucky. Our Corporate Guides are dedicated solely to helping you with your business—not selling you services or meeting quotas.
What Do I Do After My Kentucky Corporation Is Formed?
After your Kentucky Articles of Incorporation are approved, you still have a few more important steps to take, including getting an EIN, drafting bylaws, holding your first meeting, opening a bank account, and learning about state reporting and tax requirements.
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.
Why does my Kentucky corporation need an EIN?
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.
How do I get an EIN for my corporation?
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. Or choose our VIP service—an EIN is included.
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.
Do I need bylaws for my Kentucky corporation?
Yes. State statute § 271B.2-060 (2019) 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.
What should bylaws include?
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:
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?
Stock: How are stock certificates issued and transferred? How is voting affected by issues such as corporate stock owners or fractional shares?
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?
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?
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?
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 Rev Stat § 271B.16-020 (2019) states that bylaws cannot abolish or limit the ability of shareholders to inspect and copy any corporate records after giving written notice.
How do I write bylaws?
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.
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.
Are there any special rules for Kentucky organizational meetings?
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.
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.
How do I open a bank account for my Kentucky corporation?
To open a corporate bank account in Kentucky, you’ll need to bring the following with you to the bank:
A copy of the Kentucky corporation’s Articles of Incorporation
The corporation’s bylaws
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.
File Kentucky 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.
What is the Kentucky Annual Report ?
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).
How much is the Kentucky Annual Report fee?
The Kentucky Annual Report has a flat fee of $15.
When is the Kentucky Annual Report due?
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.
What should I know about Kentucky corporate taxes?
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.
Do corporations have to register with the Kentucky Department Of Revenue?
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.
Kentucky Corporation FAQs
How can I submit the Kentucky Articles of Incorporation?
You can file Kentucky articles online through the One Stop Business Portal, by mail or delivered in person. Mailed filings must be submitted to the following address:
Office of the Secretary of State
P.O. Box 718
Frankfort, KY 40602-0718
To deliver the Articles of Incorporation in person, bring them to the following address between 8:00 A.M. and 4:30 P.M.:
Room 154, Capitol Building
700 Capital Avenue
Frankfort, KY 40601
Please note that the Secretary of State’s office is currently closed for walk-in services due to COVID-19 restrictions.
How much does it cost to start a Kentucky corporation?
For most corporations, starting a corporation costs at least $50. The base filing fee is $40, but Kentucky also has an Organization Tax Fee that must be paid at the same time. The fee is $10 for up to 1,000 shares. Want to authorize more than 1,000 shares? You’ll need to contact the Office of the Secretary of State for the total filing fee due. Also, per KRS § 14A.2-165 (2019), veteran-owned corporations are exempt from the filing fee.
Hire us for a one-time fee of $275, including the state filing fees, a year of registered agent service, a business address and more. Or, pay just $30 out the door with our VIP monthly payment option.
How long does it take to start a Kentucky corporation?
Most Kentucky Articles of Incorporation are processed the same business they are filed with the Kentucky Secretary of State.
If you hire Northwest to start your corporation, we file online and typically have your Kentucky corporation formed within 24 hours.
Does a Kentucky corporation need a business license?
The Commonwealth of Kentucky doesn’t have a general, statewide business license, but many cities and counties have their own business licensing requirements. These requirements are often closely tied to local occupational taxes, a popular form of tax in Kentucky. Occupational taxes vary, but can be imposed on earnings, receipts or profits. These taxes are a staple across the state, from Ashland to Mayfield.
To give you an idea, just in Jefferson County alone, Jeffersontown, Louisville, Shively, St. Matthews and West Buechel all impose an occupational tax. Before engaging in any business in the area, businesses have to register for the occupational tax by submitting a business license application or a business registration form. For instance, if you plan to engage in any business in Louisville, your corporation will need to submit a business registration application for a tax account number. You’ll use this number when you file your annual occupational tax. Louisville’s occupational tax rate is currently 2.2% of income earned within the area.
In addition, certain kinds of businesses require a specific professional license in order to operate in Kentucky. A list of these businesses can be viewed here on the Kentucky One Stop Business Portal.
For some license applications you may need an EIN or a certified copy of your Articles of Incorporation. At Northwest, we can streamline the process and get these for you—simply add on these items during checkout.
What is a foreign Kentucky corporation?
A corporation formed outside of Kentucky—but which conducts business in the state—is considered a foreign Kentucky corporation. For example, if you incorporated in Tennessee but decide to open a storefront in Kentucky, you would be a foreign Kentucky corporation. This also means you would need to register with the state by filing an Certificate of Authority with the Kentucky Secretary of State. Foreign corporations are required to file the Kentucky Annual Report each year as well.
Can Northwest help me form a nonprofit corporation?
How to Order Kentucky Incorporation Service
Our Kentucky incorporation service is designed to be fast and easy—signing up takes just a couple minutes. Here’s how it works:
We offer flexibility with two different options for payment. You can pay everything up front, which includes a full year of registered agent service. Or, pay just $30 out the door with our VIP monthly payment option. With our VIP option, we also include an EIN. Just choose one of the buttons below, answer a few easy questions about your business and submit your payment.
Next, we’ll prepare and submit your Kentucky Articles of Incorporation to the Secretary of State. In the meantime, you’ll have immediate access to your online account, where you can find useful state forms, pre-populated with your business information.
Once the Kentucky Secretary of State office has approved your filing, we notify you that your Kentucky corporation has been legally formed. You can now move on to next steps, like holding your organizational meeting and opening a bank account.