The business name chosen for the new Kentucky Corporation must be different from all other business entity registered and reserved with the Kentucky Secretary of State. The name must contain the word “Corporation,” “Incorporated,” “Company,” or “Limited,” or one of the abbreviations “Corp.,” “Inc.,” “Co.,” or “Ltd.” Language that states or implies that the corporation is organized for a purpose other than that permitted by state law and its articles of incorporation are not allowed to be used.
An available corporate name can be reserved for 120 days for a $15 fee.
State Incorporation Timelines
The state incorporation timeline is 3 weeks and the process can be expedited in 7 business days.
State Incorporation Filing Fees
The state incorporation filing fee is $50, however, the process can be expedited by paying and additional $50
Articles of Incorporation
The requirement is that the new corporations file articles of incorporation with the Commonwealth Secretary of State. The articles are delivered by one or more incorporators (only one is required), whose primary duties are to sign the articles and deliver the original and two copies of the articles to the state office. The incorporator does not need to be a director, officer, or shareholder of the corporation.
These are required to be Included in the articles:
- Name and address of each incorporator
- Number of shares the corporation is authorized to issue
- Address of the corporation’s principal office
- Signature of the registered agent accepting appointment as such, or a separately signed consent document
The Commonwealth of Kentucky allows corporations to be formed for any lawful business activity. There is no need to state a business purpose in the articles.
Kentucky does not require a statement of par value for stocks. To create one class of common shares with equal rights and preferences, simply state the number of shares. Incorporators typically authorize 1,000 shares in order to pay the minimum filing fee of $50. If you want to create special classes of shares, you must list them, together with the rights and restrictions associated with each. Other optional provisions can be included into the articles of incorporation for those who want to formalize additional criteria, such as:
- Names and addresses of the initial directors
- Corporate purpose(s)
- Regulating the powers of the corporation, its board, and shareholders
- A par value for authorized shares or classes of shares
- Personal liability of shareholders for corporate debts in certain situations
- Limitation of director liability to the corporation or its shareholders in certain situations
After the corporation has been formed, one copy of the articles of incorporation must be filed in the county where the corporation has its registered office.
The articles of incorporation should also include the name and address of your corporation’s initial registered agent-the person appointed to receive official legal and administrative correspondence from the state on behalf of your corporation.
The registered agent must be either an individual who lives in Kentucky and whose business office is the same as the registered office, or a domestic corporation, LLC, or limited partnership with a business office that is the same as the registered office.
Corporations should keep a copy of their bylaws at their principal executive office, but they are not required to file those bylaws with the state. At the new corporation’s initial meeting, the incorporators or board of directors should adopt corporate bylaws and then keep them updated as time goes on. Bylaws are a critically important document describing the corporation’s basic managerial and legal operating principles regarding such issues as:
- Shareholders’ and directors’ meetings
- The authority, number, and tenure of directors in the board of directors
- Voting procedures
- The duties, responsibilities, and tenure of directors and officers
- How stock is issued
- How and when annual financial information is provided to shareholders
Officers of the new corporation can either be listed in the bylaws or elected by the board in compliance with those bylaws. The right to adopt, amend, or repeal bylaws is vested in the board, subject to the articles of incorporation and the stockholders.
If a board of directors has the authority to fix or change the number of directors, the board may increase or decrease by up to 30 percent the number of directors last approved by the shareholders, but only the shareholders may increase or decrease by more than 30 percent the number of directors.
Corporate officers can either be listed in the bylaws or elected by the board in compliance with those bylaws. Officers may appoint other officers as needed for the operation of the corporation, in accordance with the bylaws. There must be one officer who is responsible for preparing and maintaining records of the proceedings of directors’ and shareholders’ meetings and for authenticating corporate records.
Multiple offices may be held by the same person unless the articles or bylaws state otherwise.
Requirement Reports/Ongoing Compliance
A report must be filed with the Kentucky Secretary of State’s office every year by the end of the anniversary month of incorporation. The annual report must include:
- The corporation’s name
- State or country of its incorporation
- Address of the corporation’s registered office and the name of its registered agent at that office
- Address to which correspondence for corporate officers should be mailed
- Names and addresses of the directors, president, and secretary
Kentucky imposes a graduated corporate income tax, with rates that depend on corporate taxable income. Kentucky also imposes a license tax on capital employed in the business, with a minimum yearly license tax of $30.