How to Start a Corporation in Kentucky
You are able to structure your business as a Kentucky corporation with relative ease. After you have filed the Articles of Incorporation with the Kentucky Secretary of State, all that is left to do is produce corporate bylaws and appoint your initial directors.
We’ll show you how to start a corporation in Kentucky yourself.
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Step 1: Name Your Kentucky Corporation
Step 2: Choose a Registered Agent
Step 3: Hold an Organizational Meeting
Step 4: File the Articles of Incorporation
Step 5: Get an EIN
For a look at corporation formation in every state, check out our other How to Start a Corporation guides.
Not sure if a corporation is right for you? Check out our LLC vs. Corporation guide to help you make your decision.
Step 1: Name Your Kentucky Corporation
Choosing a business name is the first step in starting a corporation.
1. Kentucky naming guidelines:
- The name of your corporation cannot include the word “cooperative” without receiving prior approval.
- The name you choose for your corporation cannot be too similar to the name of a registered business or one reserved for later use.
- You are prohibited from using a name for your corporation that results in confusion between it and a branch of government (e.g., FBI, State Department, etc.).
- To be able to use certain restricted words in your name (e.g., Bank, University, Attorney, etc.) your business must acquire supplementary paperwork and a licensed employee.
- All names must include either: “limited”, “company”, “corporation”, or an applicable abbreviation of these terms.
Read the Kentucky state statute regarding corporation naming guidelines for more information.
2. Is my corporation name available in Kentucky?
Your Kentucky corporation name must be unique and distinguishable from other business names in Kentucky. Use the Kentucky Secretary of State’s Business Search Portal to determine if your desired business name is available.
3. Is the URL available?
Before registering your Kentucky corporation, you’ll need to check if a good URL is available for your business name. It’s important to secure your URL right away.
Step 2: Choose a Kentucky Registered Agent
You must appoint a Kentucky registered agent when registering your corporation with the Secretary of State.
A registered agent is an individual or entity appointed to receive service of process, government correspondence, and compliance documents on behalf of a business.
Your registered agent can be an individual, business entity, or professional registered agent service. Any member of the corporation or individual can serve as your Kentucky registered agent as long as the person:
- is 18 years or older
- has a physical address in the state where business activity is conducted
- is available (in person) during normal business hours
Recommended: Northwest offers one year of free registered agent services with their corporation formation package ($29 + State Fees).
Step 3: Hold an Organizational Meeting
Before you officially file the Articles of Incorporation in Step 4, you will need to hold an organizational meeting to complete the following tasks:
- Fill out and execute the Articles of Incorporation
- Create and approve bylaws
- Select your initial director(s)
- Determine your share structure
- Execute an Incorporator’s Statement
Create and Approve Corporate Bylaws
Bylaws are the rules that determine how your organization will be governed and run. For detailed instructions on creating your bylaws, read our corporate bylaws guide.
Ready to get started? These bylaws templates can be customized to suit the needs of your incorporated business.
Appoint Initial Directors
You must appoint at least one director who will oversee your Kentucky corporation until the first shareholder meeting.
A corporate director is in charge of the adoption, amendment, and repeal of operational bylaws as well as the election, supervision, and removal of officers.
After forming the corporation, the incorporator(s) — or initial director(s), if named on the formation documents — should call an organizational meeting. During this initial meeting, either the incorporator(s) will elect the board of directors or the initial director(s) will appoint the officers.
Choose a Share Structure and Strategy
A share of stock is the unit of ownership of a corporation. Each share of stock represents a percentage of ownership of the company. For example, if a corporation issues one share of stock the shareholder (stock owner) would then own 100% of the corporation.
Shares can be structured into classes. Each class, termed a share class, holds different rights and privileges. You can have multiple classes and each class can hold any number of shares.
Authorized Shares: the number of shares the corporation is allowed to issue.
Issued Shares: the total number of shares actually issued to shareholders.
Share Class: a group of shares that has a unique set of rights and privileges.
The Articles of Incorporation form issued by the Kentucky Secretary of State may only be used to start a corporation with one share class. If the corporation needs a multiple share class structure, you must compose your own Articles of Incorporation.
Create and Execute an Incorporator’s Statement
The incorporator(s) should sign an Incorporator’s Statement with complete names and addresses of each initial director and store it in the corporate records book.
This document names the initial director(s) that will serve until the board of directors is elected during the first shareholder’s meeting. It should be stored with the rest of your corporate records.
Step 4: File the Kentucky Articles of Incorporation
You will need to file the Kentucky Articles of Incorporation to set up a corporation in Kentucky. You can file online, by mail, or in person with the Kentucky Secretary of State.
The base filing cost is $40 plus an additional $10 organization tax fee for corporations with 1,000 or fewer shares. If your corporation plans to issue more than 1,000 shares, you must contact the Secretary of State for your total organization tax fee.
This document will cover the basics of your corporation, including:
- Corporate name, address, and business type
- Corporate registered agent name, signature, and street address
- The number of authorized shares the corporation is allowed to issue
- Incorporator(s) name(s) and address(es)
The Articles of Incorporation form issued by the Kentucky Secretary of State may only be used to start a corporation with one share class. If the corporation needs a multiple share class structure, you must compose your own Articles of Incorporation.
File the Kentucky Articles of Incorporation
Option 1: File Online With Kentucky’s One-Stop Business Portal
File Online- OR -
Option 2: File the Articles of Incorporation by Mail or In Person
Download FormFiling Cost: $50+
Mailing Address:
Michael Adams
Office of the Secretary of State
P.O. Box 718
Frankfort, KY 40602-0718
Office Address:
Room 154
Capitol Building
700 Capital Avenue
Frankfort, KY 40601
Step 5: Get an EIN for Your Kentucky Corporation
An Employer Identification Number (EIN) is used by the federal government to identify a business entity. It is essentially a Social Security number for the company. An EIN is needed:
- To open a bank account for the company
- For federal and state tax purposes
- To hire employees
Get an EIN
Option 1: Request an EIN from the IRS
- OR -
Option 2: Apply for an EIN by Mail or Fax
Mail to:
Internal Revenue Service
Attn: EIN Operation
Cincinnati, OH 45999
Fax: (855) 641-6935
Fee: Free
Running Your Corporation
It is very important to adhere to the formalities of running a corporation. Read our How to Run a Corporation guide to learn more.
Taxes, Annual Reports, & Licensing
Kentucky State Corporation Tax Requirements
Depending on the nature of your business, you may be required to register for one or more forms of state tax:
Kentucky Sales Tax
If you’re selling a product, you’ll typically need to register for a seller's permit through the Kentucky One Stop Business Portal website. This allows a business to collect sales tax.
Kentucky Corporation Licenses and Permits
To operate your corporation in Kentucky, you must comply with federal, state, and local government regulations. For example, restaurants likely need health permits, building permits, signage permits, etc.
Learn more in our Kentucky Business License guide.
File the Kentucky Annual Report
You must file the Kentucky Annual Report with the Secretary of State each year before June 30. The Secretary of State will send your corporation an annual report postcard that you can fill out and return, or you can file the report online. You can also print out your own report and mail it to the Secretary of State. The filing fee is $15.
Corporate Dissolution & Kentucky Good Standing
How to Get a Kentucky Certificate of Good Standing
A Certificate of Good Standing, known in Kentucky as a Certificate of Existence, verifies that your Kentucky corporation was legally formed and has been properly maintained.
To obtain a Certificate of Existence in Kentucky, you must complete and mail or fax the Request for Corporate Documents form or search for your corporation in the state’s online business database and then follow the provided links. The filing fee is $10.
Request a Certificate of Existence
Option 1: Request a Certificate With Kentucky’s One-Stop Business Portal
Request Online- OR -
Option 2: Request a Certificate by Mail or Fax
Download FormFee: $10
Mailing Address:
Division of Business Filings
Business Filings
P.O. Box 718
Frankfort, KY 40602
Fax: (502) 564-5687
How to Dissolve a Corporation in Kentucky
If at any point you would like to permanently stop doing business, or close your business, it is important to officially dissolve your corporation. Failure to do so in a timely fashion can result in tax liabilities, penalties, or even legal trouble.
There are five main steps to close your Kentucky corporation:
- Stop doing business
- Hold a board meeting, vote on dissolution, and record the meeting in the corporation minutes
- File the Articles of Dissolution with the Kentucky Secretary of State
- Close your federal and state business tax accounts with the IRS, the Kentucky Department of Revenue, and the Kentucky Office of Unemployment Insurance
- Close your business bank accounts
File Dissolution Documents
There are two options when filing dissolution documents for your Kentucky corporation: dissolution by incorporators or initial directors and dissolution by the board of directors or shareholders.
Dissolution by Incorporators or Initial Directors
If your corporation has not yet issued shares or commenced business, you must dissolve or close your corporation with the Kentucky Secretary of State by filing the Articles of Dissolution Form IPD. The filing fee is $40.
Dissolution by the Board of Directors or Shareholders
If your corporation already issued shares and commenced business, you must file the Articles of Dissolution Form DIS. The filing fee is $40.
Is a Corporation Right For You?
An LLC provides limited liability protection without corporate complexity.
Find out if an LLC is the right structure for you.
Steps After Forming a Corporation
After forming a corporation, you’ll want to protect your personal and business assets and build credit.
Taking these steps will set your business up for success:
- Open a Business Bank Account
- Open a Business Credit Card
- Establish and Build Business Credit
- Get Insurance
- Protect Your Corporate Veil
Form a Corporation with Northwest for $29 Plus State Fees
Kentucky Corporation FAQ
To form a corporation in Kentucky, you can expect to pay a minimum of $50. This will cover the base cost of filing the Kentucky Articles of Incorporation, plus a $10 organization tax fee.
If you intend to release over 1,000 shares for your business, the total startup cost will be even greater as the organization tax fee will increase.
More information about this can be found in our How to Start a Corporation in Kentucky article.
LLCs benefit from a number of advantages relating to tax, flexibility of management, and simplicity that corporations do not.
In contrast to this, corporations are far more attractive to investors because their structure (e.g., ability to have stock, distribute dividends, etc.).
See our S Corp vs C Corp vs LLC article for further exploration of these differences.
If filed online or by mail, your corporation can be set up within three to five business days. However, if you choose to file it in person, it can be completed while you wait.
Unfortunately, the Secretary of State does not offer expedited filing, so there is no way to speed up online and mail submissions.
See our What is a Corporation article for more information.
Starting a corporation isn’t complicated. However, because it can be more time-consuming and costly than starting other business entities, it may seem difficult in comparison.
In reality, all you need to do is create a sufficiently unique business name, appoint someone as your registered agent, hold an organizational meeting, and file the Articles of Incorporation with the Kentucky Secretary of State.
While it is true that starting an LLC is simpler than starting a corporation, this difference in simplicity is even greater when it comes to how easy each of these business entities are to run.
This is due to the fact that corporations face rigorous federal oversight and must abide by specific management protocols if they want to operate legally.
See our How to Run a Corporation article for more information.
Kentucky Corporation Quick Links
Kentucky One-Stop Business Portal