SunDoc filings would be happy to help you incorporate your Kentucky business. The process is fairly straightforward. We can handle some of the paperwork for you — or all of it. We are a business filing company for all 50 states, and we have filed thousands of documents for our clients since our beginnings. Below, we will explain everything you need to know about Kentucky incorporation.

It’s not necessary to have an attorney when you file your incorporation paperwork with the state of Kentucky. This article is not meant to be construed as accounting, legal, or tax advice. In some cases, you may decide to consult with a licensed legal professional in order to gain advice about your specific situation as it pertains to incorporation. In fact, this may be a wise decision. 

Overview

To create the corporation you file Articles of Incorporation with the Secretary of State. You'll need a company name that's available to use. You'll need to know which of several types of corporation you're choosing, your corporate address, and who's your Registered Agent. Also, you'll need to state how many shares you're authorizing the corporation to issue, and perhaps the number of shareholders, depending on type of corporation chosen.

There are several things you will need outside of the filing itself. First, you’ll need to know who any directors are and who your corporate officers are. You will also need to hold an initial Board of Directors meeting where you will adopt specific corporate bylaws. Your corporate bylaws are not required to be filed with the state. But you will want to keep your bylaws in your own records. At this meeting, you are also to appoint your company’s officers. These are not necessary to be listed in your articles of incorporation either. Finally, you’ll need to obtain an EIN or federal tax ID number from the Internal Revenue Service or IRS.

Within 90 days of incorporating you must file your first Annual Report with the state, for a filing fee - this is the document that lists officers and directors. Consult your accountant or tax attorney for advice on Kentucky taxation.

Incorporating

The most common type of corporation is the General Stock Corporation, with an unlimited potential number of shareholders. You may choose to be a Close Corporation, setting a limit in the articles on the number of shareholders (not to exceed 35). A Professional Corporation is mandated by Kentucky for certain professionals.

The forms supplied by Kentucky for download meet the minimum requirements of the Kentucky Corporations Code, but you can create your own to meet your specific needs. Your attorney may well draw up a document from scratch.

To illustrate: the default articles of incorporation limit the corporation to one class of shares. This can be changed in a custom document. Similarly, initial directors can be named in the articles if desired, provided that all directors are included and sign the document.

Every corporation must have three officers: President, Treasurer and Secretary. One person can fill all these roles if desired. Generally a Kentucky corporation must have a minimum of three directors, except for certain cases where no shares have been issued or the shareholders are less than three. Typically the bylaws will describe the number and limit of directors, unless the articles stipulate this.

If you’d like to change your articles of incorporation, this can only be done by filing an amendment with the State of Kentucky. If you’d like to change your bylaws, on the other hand, this can usually be done at a formal meeting where shareholders and directors are present. Remember that your bylaws will set things like the times and methods of your corporate meetings as well as what powers your directors will have. All of this must be in accordance with relevant provisions of Kentucky law. At all meetings, minutes should be kept and stored in your corporate records book.

Don’t know what a corporate records book is? This is where you store important documents for your newly incorporated business. These documents include stock papers, bylaws, meeting minutes, and other essential paperwork. 

A corporate records book will come in a corporate kit as well. These are essential kits for newly incorporated businesses. They include useful things like standard documents for running your corporation as well as a corporate seal embosser, stock certificates, and meeting minutes — all in accordance with Kentucky law. Interested in a corporate kit? If you like, SunDoc can supply you with one. Just go to our Kentucky Corporate Kit page to find out more about purchasing one.

Registered Agent

For key information on registered agents, go to the article: What is a Registered Agent? Why Do I Need One?

It’s important that every Kentucky corporation have a registered agent. What is this position? It’s an individual or a business who will be available at set times at a reliable address. The business hours and address need to be known to the state for them to reliably communicate with your corporation when necessary. If you’re worried about filling this possible, this is a service that is offered by SunDoc. We can offer this service to your new corporation in order to assist you in outsourcing your company’s routine.

Name Search

In the articles of incorporation you submit to the State of Kentucky, the name you’ve chosen must be obviously available for your use in Kentucky. The SOS will check their records to see if the name you’ve chosen is available. Remember that your filing is going to be rejected if the name is not available in the end. You cannot mislead the public with your name, and your name cannot resemble another too closely as to cause a deception. Additional statutory requirements apply as well.

Both to comply with the law, and of course for your own best branding, you should spend some effort developing your company name. You can run name searches yourself or SunDoc is able to perfrom a name availability check or reserve a corporation name for you.

EIN

You can apply for your EIN by submitting Form SS4 to the IRS, at no charge. SunDoc can apply for this on your behalf also. See our EIN page.

Next Steps

This article, C Corporation vs. S Corporation will provide you with information on the general differences between the two corporate structures.

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