Welcome to Start a Business’s guide to the formation of new, Kentucky corporations. Incorporators will have the ability to file their paper work online using an account with the Kentucky Business One Stop Portal. Alternatively they will be able to download the PDF of the Articles of Incorporation onto their computer, supply all required data and mail it to the office of the Secretary of State for processing. Regardless of the method of filing, or the corporation type, all fees will remain the same at $40. It is important that the articles be submitted in accordance with Chapter 271B of the Kentucky State Statutes.

The first step in incorporation is choosing a name that accurately represents your business purpose. This selection will need to be completely distinguishable from all other business entity names registered in Kentucky. Fortunately for online filers, the a name search function has been incorporated into the registration process. For those who have decided to mail their forms into the Secretary of State, we suggest using the Business Entity Search function to ensure that you’re name is available. Also if you’d like to place a hold on the name for a period of 120 days, you may file for a Name Reservation.

How to File (Online)

This tutorial will cover the registration process for profit, professional and non-profit corporations.

Step 1- Begin by navigating to this webpage logging into your online account. If you aren’t signed up with the Kentucky Business One Stop Portal, you can create an account in just a few minutes.

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Step 2- You will be presented with a variety of options, click on the Registration Services to file your corporation. On the following page select the Business Registration link on the left to continue to the landing page.

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ky-3Step 3- Select the first option of the four indicating that you are forming a domestic entity. Then, in the dropdown menu, find the corporation type you plan on forming (professional, profit, non-profit).

kentucky-online-1Step 4- Read the disclaimer and check the box that indicates that you agree to its terms. You will then be presented with the Registration Contact Information fields. Enter the name, email and phone number of the person responsible for receiving contact from the Secretary of State.

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Step 5- At this point, you will be able to perform the business name search. This will require that you enter your corporate name into the first field along with the appropriate suffix in the drop down menu on the right. Click search to find out whether it’s available. If it is, indicate that you plan on using it by check off the bubble that says Yes and click Next to continue.

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Step 6- You will now be able to supply the information on your registered agent. This will require the name, address and contact information of that individual.

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Step 7 – The address of your principle office will need to be entered at this stage.

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Step 8- The business information that will be required will differ between corporation types. You’ll notice that professional corporations will need to supply the professional service rendered, the number of authorized shares and the calculated amount of each share. Profit entities that don’t offer a professional service will simply need to indicate the number of shares and amount of each share. Non-profit corporations on the other hand will of course have no shares to declare but will have to detail the nature of their business in the supplied field.

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Step 9- You can now supply the remainder of the business representatives, in this case, the incorporators. The red text under the heading will inform you of the minimum requirements for filing. Indicate whether the representative is an individual and their association with the company. Their full name, email, phone number and address will be required in the fields below. Once all incorporators have been added, you will be able to advance to the subsequent page.

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Step 10- If you plan on delaying the effective date of operation, indicate the day and time in the fields below. If this does not apply to you, you may skip this section by clicking Next.

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Step 11-Here you may add a new business administrator or choose the Make me the One Stop Business Administrator option.

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Step 12- Here is where you will be able provide the signatures of the individuals signing on behalf of the representative and registered agent. The date of filing will be required as well in both cases.

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Step 13- Review all the information you’ve just entered to ensure that it is completely accurate before continuing.

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Step 14- You will be able to review the payment summary and select the payment type (credit card or through a pre-paid account). On the second page you will be able to enter the credentials in either case and finish the filing through the payment of the filing fee.

kentucky-lp-online-15How to File (PDF)

Step 1- There are three separate PDF files for each corporation type. Begin the filing process by downloading the application that coincides with the nature of the corporation you plan on forming; Profit, Non-Profit or Professional.

Step 2- Incorporators of profit corporations will need to supply the following information:

  • 1-Name of corporation
  • 2-Number of authorized shares
  • 3-Street address and name of registered agent
  • 4-Mailing address of principle office
  • 5-Name and address of each incorporator
  • 6-Delayed effective date (if applicable)
  • Title, signature and printed name of one incorporator and the date of filing
  • Consent of registered agent, their title, printed name, signature and date of filing

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Non-profit entities will need to supply the following information:

  • 1-Name of corporation
  • 2-The purpose for which the corporation is organized
  • 3-Street address and name of registered agent
  • 4-Mailing address of principle office
  • 5-Number off directors consulting the initial board of directors and their names and addresses
  • 6-Name and address of each incorporator
  • 7-Delayed effective date (if applicable)
  • Title, signature and printed name of one incorporator and the date of filing
  • Consent of registered agent, their title, printed name, signature and date of filing

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Corporations offering a professional service will need to give the following information:

  • 1-Name of corporation
  • 2-The number of shares issued
  • 3-Street address and name of registered agent
  • 4-Mailing address of principle office
  • 5-The professional service provided by the corporation
  • 6-Name and address of initial shareholders
  • 7-Name and address of incorporators
  • 8-Delayed effective date (if applicable)
  • Title, signature and printed name of one incorporator and the date of filing
  • Consent of registered agent, their title, printed name, signature and date of filing

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Step 3- Now that all the forms have been completed in their entirety, you will be able to pay the $40 filing fee by writing a check made payable to the Kentucky State Treasurer. Send both the application and the fee in the mail to the office of the Secretary of State and await confirmation.

Office of the Secretary of State, Records Branch

P.O. Box 718, 700 Capital Ave., Ste. 156

Frankfort, KY 40601

Tips

EIN – After filing with the Secretary of State, all new corporations will need to apply for an EIN on the Internal Revenue Services website. This will allow for the department to recognize you when filing your withheld taxes while allowing your corporation to conduct financial transactions using the corporate name. Without this identifier, you will be unable to successfully apply for loans, open checking and savings accounts or obtain corporate credit cards. Your EIN can be applied for either Online using the IRS website or through PDF Form SS-4 .

Corporate Bylaws– This set of bylaws is to be drafted by the incorporators of your business and used to govern its internal affairs. Included in a document of this nature will be the power of the board of directors, the number of meetings of managing members, the initial capitalization of each shareholders and the division of assets upon dissolution. You will find a template for such a document linked at the beginning of this paragraph. We recommend having your attorney review it before distributing one to each initial incorporator for their own personal filing.

Renewal– The filing of an annual report will allow your business to renew each year. This document will update the Secretary of State of any changes which may have occurred over the previous year. Those failing to renew will no longer remain in good standing with the state and will be restricted in their operations until this filing has been completed. Representatives of corporations will be able to log onto their online accounts to perform a business entity search. Once they’ve access the detailed business information of their corporation, they will be able to file their annual report using the link at the top of that page.