Kentucky 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.

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.

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.

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.

For most, 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.

Most Kentucky Articles of Incorporation are processed the same day they are filed with the Kentucky Secretary of State.

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.

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.

Absolutely! We’re happy to start a nonprofit corporation for you. Note that incorporating a Kentucky nonprofit requires a different form. The filing fee is lower as well, only $8. Kentucky nonprofits are still required to pay the $15 fee for filing an annual report.