Starting a corporation in the state of Kentucky is a simple step-by-step process. You’ll need to complete the relevant forms, pay the necessary filing fees, and of course, choose a name for your Kentucky corporation.
The following guide will show you how to go about starting a Kentucky corporation in a few steps.
1. Select a name for your corporation
Irrespective of whether you consider your Kentucky corporation a small business or a large business, choosing a business name is the first step in getting your corporation off the ground.
Additionally, the corporation name must be unique and adhere to Kentucky business naming requirements.
General corporate name guidelines
Keep the following Kentucky naming guidelines in mind when considering your business name:
- If your corporation name is going to use restricted words, such as an attorney, bank, or University, then you may need to be a licensed individual to be a part of your corporation or some additional paperwork
- Your Kentucky corporation name should not include words that could confuse the public into believing that your corporation is affiliated with government agencies. Therefore, do not use the words FBI, State Department, Treasury, etc.
- Your Kentucky corporation name should not imply that it is formed for any other reason other than what is stated or permitted in its Articles of Incorporation
- Kentucky corporation name may not include the word “cooperative” without prior approval
- Your Kentucky corporation name must be significantly different from other business entities in the state
- Ensure that your business name contains the words company, corporation, limited, or the abbreviations of these words
The Kentucky state statute provides additional guidance on corporation naming guidelines in the state of Kentucky.
You may choose to trademark your Kentucky corporation name to protect it from misuse or possibly intellectual property theft. You’ll first need to choose your business structure or type of corporation and then conduct a business name search to ensure that the name is indeed available.
Thereafter, file an application with the Kentucky Secretary of State to register your trademark. Trademarks are effective for approximately five years and maybe renewed within six months before expiry.
Your Kentucky corporation’s legal entity name is the official name of your business. It’s the name you use on all formation documents and correspondence with the state.
DBA (Doing-business-as) name
If you are considering doing business under another name aside from your corporation’s entity name, then you need to register a DBA with the Kentucky Secretary of State. A DBA is known as a “doing business as,” name and is also referred to as an assumed name in the state of Kentucky. You’ll need to file a certificate of assumed name either in person at the Secretary of State’s office below:
700 Capital Avenue
Frankfort, KY 40601
Or via mail to the address below:
Office of the Secretary of State
P.O. Box 718
Frankfort, KY 40602-0718
2. Nominate a registered agent
Every Kentucky business entity will need to nominate a registered agent. The registered agent is also referred to as a statutory, resident, or service of process agent. The primary role of the registered agent is to accept legal documentation and official government correspondence on your corporation’s behalf.
Additionally, your corporation will need to keep the agent’s contact information up to date with the Secretary of State to keep your company in good standing.
You may appoint any consenting individual to serve as your Kentucky corporation’s registered agent. However, the individual must meet a few requirements below:
- They must remain available at the stipulated address during normal business hours in order to sign for and accept legal documents
- They must make their name and street address available for the public record. They must have a physical street address, also called the registered office address in the state of Kentucky. PO Box addresses are not allowed.
- The individual must be a resident of the state of Kentucky
When recruiting a Kentucky registered agent, ensure that the person is going to be available as and when needed to ensure that you don’t miss signing critically important legal documentation.
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3. Appoint initial directors at the organizational meeting
One of the top priorities in forming a corporation in Kentucky is holding an organizational meeting. During this meeting, you’ll need to complete a few necessary business tasks such as executing an incorporator’s statement, determining a share structure, selecting initial directors, and creating and approving bylaws.
It is a legal requirement in Kentucky that your corporation appoints a Board of Directors to oversee the operations of the company. You’ll need to appoint a minimum of one corporate director until the first shareholder meeting.
A corporate director is tasked with adopting, amending, and repeating operational or corporate bylaws. In addition to this role, they are also in charge of electing, supervising, and removing corporate officers. Corporate directors are in charge of nominating corporate officers for the corporation.
4. File Articles of Incorporation
Filing the Kentucky Articles of Incorporation officially marks the creation of your company. The Articles of Incorporation, also known as the Certificate of Incorporation will need to cover some basics such as:
- The names and addresses of the incorporators
- The number of authorized shares your Kentucky corporation is allowed to issue
- The name, street address, and signature of your corporation’s registered agent
- The name and address of your business
- The type of business you’re forming
A point to note is that the Articles of Incorporation Form that you get from the Kentucky Secretary of State is used to start a corporation with one share class. However, if your corporation needs a multiple share structure, then you may create your own Articles of Incorporation.
Once you’ve compiled the relevant information, there are two ways to file your articles. The first method is to file online with Kentucky’s One-Stop Business Portal. Alternatively, you may download the Articles of Incorporation Form and mail it to the following address:
Office of the Secretary of State
P.O. Box 718
Frankfort, KY 40602-0718
You also have the option of delivering the Articles of Incorporation in-person to the address below:
700 Capital Avenue
Frankfort, KY 40601
5. Create and approve bylaws
The next step in the process of forming your Kentucky corporation is creating the corporate bylaws. The corporate bylaws will need to be created and approved in the presence of incorporators or your Board of Directors.
The bylaws are basically the rules and procedures that outline how the organization will be governed and run. Ultimately, your bylaws are the Constitution for your corporation and clarifies the rules for everyone involved.
Your corporation’s bylaws will need to contain the following information:
- How meetings will be held
- How voting procedures will be scheduled
- The process of electing officers and directors
- How corporate records will be stored
- How the corporation will handle disputes
- How the corporate bylaws will be created, added, and amended in future
- How contracts will be negotiated
- The date of the annual shareholder meeting
- Fiduciary duties to the company
While the bylaws do not need to be filed with the state, they are critically important for the essential running of the company and therefore need to be stored in a safe place.
6. Select a share structure
Choosing a share structure and strategy is the next step in the Kentucky corporation process. A share of stock is the unit of ownership of the corporation. Therefore, each share of stock represents the percentage of ownership of the company.
For instance, if you issued one share of stock to an individual in the corporation, that person would then be a stock owner. Ultimately, one share of stock issued to a stock owner would mean that an individual now owns 100% of the corporation.
7. Obtain an EIN
An EIN number stands for Employer Identification Number. It’s supplied by the IRS or Internal Revenue Service to your Kentucky corporation. The IRS uses this unique nine-digit code to identify business entities in the state. Essentially it is a Social Security number, but for your business. The EIN is also useful for business and tax purposes.
Additionally, the EIN allows you to open up a business bank account under your corporation’s name, apply for the relevant licenses and permits for your business needs, as well as submit tax returns and handle employee payroll.
While the EIN is known as an Employer Identification Number, you don’t necessarily need to hire employees for your corporation. Essentially, it’s more of a Taxpayer Identification Number or Tax ID.
Internal Revenue Service
Attention: EIN Operation
Cincinnati, OH 45999
8. File Kentucky state taxes
Corporations are considered separate legal entities and may be liable for the following state corporate taxes:
- Corporate income tax: All corporations in the state of Kentucky are subject to corporate income tax as well as LLET, also known as Limited Libaility Entity Tax. For more information on tax rates, refer to the Kentucky Department of Revenue.
- Kentucky sales tax: Kentucky corporations that sell physical products need to register for a seller’s permit with the Kentucky One-Stop Business Portal. You’ll receive a certificate allowing you to collect sales tax on taxable goods. For more information on sales and use tax, refer to the Kentucky Department of Revenue’s website.
- Kentucky employer tax: If you plan on hiring employees for your Kentucky corporation, then you must register for Kentucky employer taxes via the Kentucky Office of Unemployment Insurance website.
9. Kentucky business licenses and permits
You likely need some permits or licenses in order to legally operate your business in the state of Kentucky. Depending on the type of corporation you’ve formed as well as its location, some of the common registrations may include:
- Kentucky business license: There is no general business license required in Kentucky; however, depending on the city or county you’re operating in, you may need a license to run your company.
- Kentucky tax registration application: The Kentucky tax registration application makes way for business owners in the state to register for a few common taxes at the state level. Some of these common taxes in Kentucky include the sales tax permit, employer’s withholding tax, as well as LLET or limited liability entity tax.
- Occupational license: Some occupations or professional corporations, such as cosmetologists, architects, detectives, barbers, and more, may require an occupational license or professional license as it is often referred to.
10. Annual report requirements in Kentucky
All businesses in the state of Kentucky must file the Kentucky annual report with the Secretary of State. This must be done annually before the 30th of June. You’ll receive an annual report postcard from the Secretary of State, which you’ll need to fill out and return, or you may file the report online.
11. Costs of starting a corporation in Kentucky
The filing fees below apply to all Kentucky corporations:
- Name reservation: $15
- DBA name: $10 – $100
- Articles of Incorporation: $50
- Annual report: $15
- Kentucky Certificate of Good Standing: $10
Next steps after forming a corporation
Keep the following tips in mind after forming your new business:
Get a business bank account
Getting a business bank account helps maintain personal asset and liability protection. Therefore, it’s essential to have a dedicated business banking account in your corporation’s name. Additionally, when you mix your personal and professional accounts, your personal assets could be at risk in the event that your Kentucky corporation is sued.
In order to open a business bank account, you’ll need your Employer Identification Number as well as the corporation’s formation documents.
Get business insurance
In order to manage risks more effectively and focus on your growing corporation, you need to obtain business insurance. General liability, professional liability, and worker’s compensation insurance are the three most common types of business insurance.
- Worker’s Compensation insurance: This type of insurance provides coverage for employees’ job-related injuries, illnesses, or deaths.
- Personal liability insurance: This type of insurance covers claims of malpractice, including other business errors made by professional service providers such as accountants and consultants, etc.
- General liability insurance: This type of insurance protects your business from lawsuits.
The primary difference between a nonprofit and an LLC or limited liability company is what’s done with the profit. Limited liability companies choose to distribute profits from their business activities to their owners. Nonprofits use the money they generate to pay for expenses and cycle the profits back into the organization’s cause.
The main difference between a C corporation or a C Corp and an S corporation is taxes. C corporations pay taxes on their income as well as on any income received as an owner or employee. S corporations do not pay tax and report company revenue as personal income.
There are many advantages to starting a sole proprietorship, such as less paperwork, a simplified business ownership structure, straightforward banking, fewer business fees as well as easier tax setup.
Annual meetings should be held at least once per year. However, there is no rule in place stating that you cannot have more than one shareholders’ meeting per year.
A shareholders agreement is an arrangement that outlines the relationship between the shareholder and the company. It also safeguards the rights of the shareholder.