For already prepared documents, skip to step 3
Step 1: Check Name Availability
Choose three corporate names in order of preference and we check for availability.
Step 2: Prepare or Upload your Articles
Our online form will walk you through all required information.
Step 3: Specify Service Level and Service Options
Select the appropriate filing package or choose from the a la carte options.
Routine: 1 - 2 Business Days
Rush: Rush Not Available
Email confirmation within one hour during normal business hours.
Your filing is now on its way!
If we receive your Kentucky Articles of Incorporation by 12:00 p.m. PST M-F, your Corporation will be submitted and could be active by 5:00 p.m. This means your company will be given the submission date as your file date. If you mail the document to the state, like many filing services do, it may take at least a month for proof of filing.
Your Post-Filing Responsibilities
- File a Statement of Information: After the Articles of Incorporation are filed, the Secretary of State requires that you file a Statement of Information.
- Employer Identification Number: If you would like, we can obtain your EIN for your new company. Add it to your order and we will obtain the EIN within 24-48 hours.
- Kentucky Corporate Kit: Our Kits include a custom binder, seal embosser, bylaws and meeting minutes, 20 Stock certificates, and more. You can order you kit at the time of filing or if you prefer, you can place the order individually at our Corporate Kit order page.
Add these optional services to your order at the time of filing:
- Certificate of Good Standing: You may need additional copies if you are going to qualify or register in other states. Most certificates are good for 90 days.
- Additional Certified Copy of Articles: You may need this in the future for banks, loans, or professional licensing requirements.
The SunDoc Filings Advantage
- We have filed thousands of documents since 1999
- All filings received by 12 p.m. PST are submitted same day
- Most filing companies mail in your filings
Kentucky Corporate Formation Guidelines
The corporate name must contain the word "corporation," "incorporated," "company," "limited," "corp.," “inc.," "co.," "ltd." or words or abbreviations of like import in another language. The name shall not contain language stating or implying that the corporation is organized for a purpose other than that permitted by law and its articles of incorporation. Except as authorized, a corporate name must be distinguishable from any name of record with the Secretary of State. A corporate name found to be available may be reserved with the Secretary of State for a 120 day period for a filing fee of $15.
It is acceptable to state either alone or with a specific purpose clause, “The purposes for which the corporation is organized shall to engage in any lawful business for which a corporation may be organized pursuant to the Kentucky Business Corporation Act.”
AUTHORIZED SHARES AND MINIMUM PAID IN CAPITAL
The maximum number of shares for the minimum organizational tax is 1,000 par value or without par value shares. There is no minimum amount of paid in capital required to commence business.
The shareholders of a corporation that existed on January 1, 1989, whose articles of incorporation did not on January 1, 1989, contain a provision specifically addressing preemptive rights shall have a preemptive right to acquire unissued shares unless its articles of incorporation are amended to limit or deny the preemptive rights. For other corporations, preemptive rights are denied unless specifically granted by the articles of incorporation.
Cumulative voting is denied unless specifically granted in the Articles of Incorporation.
REGISTERED AGENT AND REGISTERED OFFICE
The corporation must maintain a registered agent and office to receive service of process in Kentucky.
The minimum number of directors is one (1). The articles of incorporation may contain a provision eliminating or limiting the personal liabilityof a director to the corporation or its shareholders for monetary damages for breach of his duties as a director, provided that such provision shall not eliminate or limit the liability of a director from any of the following:
1. For any transaction in which the director's personal financial interest is in conflict with the financial interests of the corporation or its shareholders.
2. For acts or omissions not in good faith or which involve intentional misconduct or are known to the director to be a violation of law.
3. For any vote for or assent to an unlawful distribution to shareholders.
4. For any transaction from which the director derived an improper personal benefit.
Minimum number of incorporators is one (1) person (person means an individual or an entity), and there is no requirement that the incorporator be a resident of Kentucky.
Submit to the Secretary of State one (1) executed Articles of Incorporation. The Secretary of State files the document and returns a copy with an acknowledgment of the time and date of filing. One (1) exact or conformed paper copy of the document shall then be filed with and recorded by the county clerk of the county in which the registered office of the corporation is situated. To make a copy of the filing for delivery to the local county clerk’s office, visit www.sos.ky.gov and print a copy from the organization search tool.
$10 minimum organization tax for 1,000 shares or less. The organization tax is based on the number of shares authorized by the articles of incorporation, at the following rates: one cent ($0.01) for each share authorized up to and including 20,000 shares, one-half cent ($0.005) for each share in excess of 20,000 shares and up to and including 200,000 shares, and one-fifth cent ($0.002) for each share in excess of 200,000 shares.
Approximately $11 for first 3 pages and $3 for each additional page for filing copy filestamped by Secretary of State with County Clerk (fees vary by county.)
Kentucky Corporate Frequently Asked Questions
Why choose SunDoc Filings?
SunDoc Filings can help you form a Kentucky corporation with the Kentucky Secretary of State on an expedited basis. To form a corporation in Kentucky or form a Kentucky subchapter S corporation, you must file the Kentucky Articles of Incorporation with the Kentucky Secretary of State. SunDoc Filings has been forming Kentucky corporations since 1999 and knows the state’s requirements to handle your formation professionally and without delay. Let us make the Kentucky incorporation process quick and painless for you by preparing and filing the Kentucky Articles of Incorporation with the Kentucky Secretary of State on your behalf.
How do I form a Kentucky Corporation?
First, we check corporate name availability with the Kentucky Secretary of State. Second, we prepare the Kentucky Articles of Incorporation. Third, before we form the Kentucky corporation, we verify that the Articles of Incorporation are free of errors. Fourth, we file the Articles of Incorporation with the Kentucky Secretary of State. Fifth, when the Kentucky Secretary of State files the Kentucky Articles of Incorporation, we will return the filed document to you.
What are the advantages of forming a Kentucky Corporation?
To begin with, there is the protection of the "corporate veil" that provides limited liability to the owners (shareholders). The shareholders are not personally liable for debts and obligations of the corporation. They can personally lose only to the extent of their investments in the Kentucky corporation form purchasing stock. Since the Kentucky corporation is an independent legal entity, the Kentucky corporation has continuous existence. It does not cease to exist simply because one of the shareholders dies or retires. Corporations often have an easier time setting up insurance, retirement funds, profit-sharing, pension, and stock option plans than other business entities.
When you form an Kentucky corporation, the owners (shareholders) are not personally liable for the debts and obligations of the Kentucky corporation. Ownership in an Kentucky corporation is more easily transferable than other business entities. Under most circumstances, shares of stock can be sold without restriction to a third party without having to obtain consent from the Kentucky corporation itself.
How do I obtain an EIN or Employer Identification number or Tax Payer ID number for my Kentucky Corporation?
After we form an Kentucky corporation on your behalf, we offer supporting services. We can obtain an employer identification number (an EIN) for your Kentucky corporation. An EIN is required to open a bank account, hire employees, and to start business credit for your Kentucky corporation. If you purchase our Kentucky premium package, EIN obtainment is included for your Kentucky corporation.
How do I form a Kentucky S Corporation?
It is important to understand that your Kentucky S corporation starts as a general stock corporation (C corporation). To obtain or to form an Kentucky S corporation, you must file for subchapter S status with the Internal Revenue Service (IRS). Forming an Kentucky S corporation simply means the corporation is taxed like a partnership or LLC with a pass through tax structure. Make sure to check with your accountant or the IRS for limitations or read about Kentucky C corporations below. By obtaining S corporation status in Kentucky, it eliminates double taxation and the corporation generally does not file a tax return. On their tax return, the Kentucky S corporation's shareholders include their share of the Kentucky Corporation's separately stated items of income, deduction, loss, and credit, and their share of non-separately stated income or loss.
What are the advantages of a C Corporation in Kentucky?
Generally most people form Kentucky C corporations that plan on publicly trading the corporation's stock. Since Kentucky S corporations cannot have more than 75 shareholders, choosing to maintain an Kentucky C corporation allows for 76 shareholders or more. An Kentucky C corporation can have multiple classes of stock such as preferred and common shares. An Kentucky C corporation will be double taxed since both the corporate entity and the individual owners have to file tax returns. However, an Kentucky S corporation can only be owned by individuals that are U.S. citizens or registered aliens, issue only one type of stock, and are limited to no more than 75 shareholders.
How do I obtain or prepare corporate bylaws for my Kentucky Corporation?
If you purchase our premium package, Sun will prepare the initial bylaws (standard language) for your Kentucky corporation and include meeting minutes (MS Word format) that you can prepare as needed.
What are the corporate bylaws and why are they so important for my Kentucky corporation?
The corporate bylaws serve as a blueprint for your Kentucky corporation The bylaws contain the rights, privileges, and powers of the officers, directors, and shareholders. Most Kentucky bylaws contain the number of directors and their names. Kentucky bylaws also contain the names of the officers for the titles: President, Vice-President, Secretary, and Treasurer/Chief Financial Officer (CFO).
Another important part of Kentucky corporation bylaws is to create "rules" on how the Kentucky corporation can open a bank account, take out loans, write checks, enter into contracts, obtain business credit, and issue stock certificates to its shareholders. Most Kentucky bylaws will reference a list of shareholders in alphabetical order that includes Kentucky shareholder's names, addresses, titles held with the Kentucky corporation, and the amount of shares the shareholder owns in the Kentucky corporation.
What is an Kentucky corporate seal?
After the Kentucky corporation prepares its bylaws or has Sun prepare the bylaws, the Kentucky corporation will need a corporate seal. A corporate seal is a handheld device that imprints paper with the corporation's name, state of formation, and date the Kentucky corporation was formed. Many banks and other lending institutes require Kentucky corporations to possess and use a corporation seal on business documents or loan papers. All Kentucky corporation kits that Sun sells contain a handheld corporate seal embosser.
What is a Kentucky corporate kit?
The Kentucky corporate kit is typically a hardbound binder that contains all of the Kentucky corporation's important documents such as the Kentucky Articles of Incorporation and bylaws. All the Kentucky corporation kits that Sundoc sells include having the Kentucky corporation's name hot stamped (professional imprint of the Kentucky corporation's name) on the spine. Most Kentucky corporation kits come with a slipcase to keep the binder safe. Some corporate kits are made with a slipcase built in. The choice is yours.
Another important part of an Kentucky corporate kit is stock certificates. All of the Kentucky corporate kits that Sundoc sells contain 20 custom stock certificates that include the Kentucky corporation's name, the amount of shares, the par value the corporation is authorized to issue, and the title of President and Secretary below the signature lines. If you have already formed your Kentucky corporation, you can order an Kentucky corporate kit by placing the order individually at our Corporate/LLC Kit order page. We have a selection of high quality kits that come in array of styles and colors.
Now that you have formed your Kentucky corporation, obtained your EIN from the IRS, decided upon whether to elect S corporation status or remain a C corporation, prepared the Kentucky bylaws, issued shares of stock, and used your seal embosser, it is time to verify which local city and/or county tax licenses your business will need. The best place to start is your city hall or county recorder's office. Take the time to verify your areas business licensing requirements. For those of you who plan to run your Kentucky corporation out of your home, check with your city or county to find out if a work at home permit is required. Once your licensing requirements are met, it is time to start operating your Kentucky corporation.