This tutorial is catered to the individual looking to register a corporation with the Kentucky Secretary of State. Individuals will need to either file for formation or register for authority to transact business; both actions will require a specific filing form and fee which can be submitted either online or through the mail. Those opting to file online will first need to create an account with the Secretary of State business registration site, Kentucky Business One Stop Portal. Through this portal, you will be able to pay filing fees instantly with your credit card or through a pre-paid account. Foreign filers will be asked to provide $90 across the board while domestic incorporators need only pay $40 per Articles of Incorporation. Anyone wishing to file a corporation in this state would be wise to first review the statutes (Code 271B) surrounding the creation and administration of this entity type.
How to File
Step 1- It is mandatory that all businesses registering with the Secretary of State do so with a name which is unique to their corporation and distinguishable from that of any other business entity in the state of Kentucky. Online filers will enjoy the convenient placement of a name availability search in their registration procedure. Paper filers should perform a Business Entity Search before printing off their application forms to ensure that their chosen name is indeed available. You may find it useful to file a Name Reservation to place a hold on your corporate name for a period of 120 days.
Step 2- Now that your name has been chosen and you believe it to be available, you can continue by accessing the filing forms. A detailed step by step guide for each corporation type and filing method can be found linked below. Once you’ve accessed the necessary paperwork, be sure to complete them in their entirety before either submitting them online or printing them off to mail.
Step 3- Once all the paperwork has been completed and signed by the applicable members, you will be required to pay the respective filing fees. This payment can be executed online through a pre-paid account or with a your credit card. The online payment will mark the completion of the filing process for filers using this method. Incorporators who printed off the PDF file will need to attach to it, a check made payable to the Kentucky State Treasurer.
Step 4- Paper filers will need to send their forms to the office of the Secretary of State (address found below) for them to process your request. Correspondence will be sent confirming your request and granting authority to operate in Kentucky.
Office of the Secretary of State, Records Branch
P.O. Box 718, 700 Capital Ave., Ste. 156
Frankfort, KY 40601
EIN – Filing with the Secretary of State is often just the first step in creating a legitimate corporation. Those forming a new business will also need to apply for an Employer Identification Number from Internal Revenue Services. This will allow for them to recognize you as a valid, tax paying entity. You will find it impossible to successfully apply for loans, gain access to corporate credit cards, open bank accounts or otherwise commit to any level of financial undertaking without this essential identifier. To learn more on how to apply, review our tutorials on the Online or PDF Form SS-4 applications.
Corporate Bylaws– The corporate bylaws of your company dictate exactly how the internal affairs of your business shall be managed. This can include the power of the board of directors, the capital contributions of each shareholder and their percentage of ownership, the division of assets in the case of dissolution and any other provision you’ve deemed necessary to delineate. The agreement is not a legally required document and will not need to be filed with the Secretary of State. Instead, you will have your attorney review its contents, ensure that each of the applicable incorporators of your company agree to its terms and then ask each one to sign it to prove their compliance. For the members’ own interest, they should retain a copy for their own personal filing. Click on the link at the heading of this paragraph to access our free template in Adobe PDF and Microsoft Word formatting.
Renewal– It is required of all business entities to renew each year with the Secretary of State by filing an annual report. This document should contain any applicable changes which have occurred in the management, registered agent, address of principle office etc. Corporations failing to update the office of the Secretary of State with these details will lose the status of “in good standing”, hindering their ability to smoothly conduct business. If enough time passes and you still haven’t filed this document, your corporation will risk dissolution.