INCORPORATE WITH A PROFESSIONAL SERVICE

A professional service will form your Kentucky corporation so that you can focus on the other needs of your new business.

  • four point six out of five ZenBusiness ($49 + state fee) for worry-free incorporation.

  • 4.4 out of 5 stars LegalZoom ($149 + state fee) for the most popular incorporation service.


Forming a Corporation in Kentucky is Easy

You can start a corporation in Kentucky by filing the Articles of Incorporation with the Secretary of State. In this guide, we will show you how to form a corporation in Kentucky yourself.

If you’d like to know more about hiring a professional service to set up a corporation for you, take a look at our Top 7 Business Formation Services review.

Follow our step-by-step How to Start a Corporation in Kentucky guide to get started today.

Step 1: Name Your Kentucky Corporation

Choosing a business name is the first step in starting a corporation. You must choose a unique name that complies with Kentucky corporation naming requirements.

1. Kentucky naming guidelines:

  • Your name must contain the words "corporation," "company," or "limited;" the abbreviation "Corp.," "Inc.," "Co.," or "Ltd.;" or words or abbreviations of the same meaning in another language.
  • Your name must be distinguishable from any existing business in your state.
  • Your name cannot include the word “cooperative” without approval.
  • Your name cannot contain language stating or implying that the corporation is organized for a purpose other than the one permitted by its articles of organization.
  • Your name cannot include words that could confuse your corporation with a government agency (FBI, Treasury, State Department, etc.).
  • In some states, restricted words (e.g. Bank, Attorney, University) may require additional paperwork and a licensed individual to be part of your corporation.

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.

For more information about Kentucky corporation name searches, visit our How to Name a Business guide and select Kentucky from the drop-down menu.

3. Is the URL available?

Before you register your Kentucky corporation, you should see if a good URL is available for your desired business name. Even if you aren’t planning on creating a business website now, we advise buying a web domain right away to prevent other businesses from taking it.

We recommend using GoDaddy to search for your options.

Find a Domain Now

Powered by GoDaddy.com

After registering a domain name, consider setting up a professional email account (@yourcompany.com). Google's G Suite offers a business email service that comes with other useful tools, including word processing, spreadsheets, and more. Try it for free

Need Help Naming Your Business?

Use our Business Name Generator to brainstorm your business's perfect name. For more help, visit our free How to Name a Business guide.

FAQ: Naming a Kentucky Corporation

How do I name my business?

Naming your business involves several variables. From naming guidelines to brainstorming your brand, we have it covered.

To learn more, visit our How to Name a Business guide and select Kentucky from the drop-down menu.

Do I need to get a DBA (Doing Business As) or trade name for my business?

You will need to set up a DBA to operate under a name other than your legal name. Some states also require certain business types to file a DBA.

To learn more about state DBA guidelines, visit our How to File a DBA guide and select Kentucky from the drop-down menu.

Step 2: Choose a Kentucky Registered Agent

You must appoint a Kentucky registered agent when you register your corporation with the Secretary of State.

What is a Registered Agent? A registered agent is an individual or entity that has been appointed by an LLC or corporation to receive service of process, government correspondence, and compliance documents on behalf of a business. To learn more, read our What is a Registered Agent guide.

Who Can Be a Registered Agent? 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

Designating someone else to serve as a registered agent for your LLC or corporation has its benefits. To learn more about hiring a registered agent service for your corporation, read our Should I Use a Registered Agent Service guide.

Recommended: ZenBusiness includes registered agent service with their incorporation package ($39 for the 1st year + State Fees).

FAQ: Choosing a Kentucky Registered Agent

Is a registered agent service worth it?

Using a professional registered agent service is an affordable way to manage government filings for your Kentucky corporation. For most businesses, the advantages of using a professional service significantly outweigh the annual costs.

For more information on how to set up a registered agent in your state, visit our What is a Registered Agent guide and choose Kentucky from the drop-down menu.

What happens if I don’t have a registered agent?

If you don't have a registered agent, there are negative consequences in most states. Your business could be penalized with lawsuits and fines, lose good standing with the state, and could eventually be dissolved.

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. You can think about the bylaws as a constitution for your corporation. It makes the rules and priorities clear for everyone involved.

A corporation’s bylaws will supplement any rules set forth by the federal government or the state.

In your bylaws, be sure to include:

  • How the corporation will be governed, including the role of directors and officers
  • How meetings are held, voting procedures, electing officers or directors
  • How records will be kept and managed
  • How disputes will be handled
  • How bylaws will be added/amended in the future
  • The date of the annual shareholder meeting
  • How to negotiate contracts
  • Fiduciary duties to the corporation (i.e. acting in the best interests of the corporation)
  • What constitutes a quorum for voting purposes

What is a Quorum? A Quorum is the minimum number of members that must be present at a meeting to make the proceedings of the meeting valid, including any of the votes held therein.

A cube with LLC printed on its sides

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.

NOTE: We recommend starting with a high number of authorized shares. Many attorneys suggest 10 million. By starting with a high number, you have the flexibility to issue shares as needed without paying legal fees to increase your initial authorized shares amount.

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.

FAQ: Initial Directors & Share Structure

What is a Corporate Director?

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.

What is a Share Class?

A share class is a group of shares that has a unique set of rights and privileges compared to other shares of the same corporation. 

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. The Articles of Incorporation is the document that officially creates your Kentucky corporation. 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 Form


Filing 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

FAQ: Filing the Kentucky Articles of Incorporation

What is an S corporation?

An S corporation is a tax designation that can be used by corporations and LLCs alike. S corporations are taxed as pass-through entities. This means that S corps do not pay federal taxes on their business income. Instead, the profits of the business “pass-through” to the owners of the S corp, who are also known as shareholders.

Read our What is an S Corporation article to learn more.

What is a C corporation?

A C corporation is the default structure of an incorporated company. It’s a separate legal entity from its owners with a basic operational structure consisting of shareholders, officers, directors, and employees.

Read our What is a C Corp article to learn more.

How many authorized shares should my corporation list?

New corporations should list a high number of authorized shares on their Kentucky Articles of Incorporation. Most legal and business professionals recommend 10 million shares be authorized when a corporation is formed.

What is an authorized share vs an issued share?

Authorized shares are the number of shares that a corporation is allowed to issue. This number is initially set by the incorporator on the corporation’s formation documents and can be increased later by going through a legal process. Issued shares are the shares that have actually been distributed to shareholders.

Step 5: Get an EIN for Your Kentucky Corporation

What is an EIN? An Employer Identification Number (EIN), or Federal Tax Identification Number (FTIN), is used by the federal government to identify a business entity. It is essentially a social security number for the company.

Why do I need an EIN? An EIN is required for the following:

  • To open a business bank account for the company
  • For Federal and State tax purposes
  • To hire employees for the company

How do I get an EIN? An EIN is obtained from the IRS (free of charge) by the business owner after forming the company. This can be done online or by mail

Get an EIN

Option 1: Request an EIN from the IRS

Apply Online

- OR -

Option 2: Apply for an EIN by Mail or Fax

Download Form

Mail to:
Internal Revenue Service
Attn: EIN Operation
Cincinnati, OH 45999

Fax: (855) 641-6935

Fee: Free

Considering Using an Incorporation Service?

We reviewed and ranked the top 7 incorporation services. 
Find out which is right for your business. 

Best Incorporation Services

How to Run a Kentucky Corporation

It is very important to adhere to the formalities of running a corporation. In order to protect your personal assets, and not allow creditors or municipalities to pierce your corporate veil, you must:

  • Maintain up-to-date bylaws
  • Set up a corporate records book
  • Hold required annual meetings
  • Give notice of meetings when applicable
  • Keep accurate meeting minutes

Maintain Your Kentucky Corporation Bylaws

You must maintain up-to-date bylaws to protect your corporate veil. 

If you want to amend a section or article of your corporation’s bylaws, you must call a special meeting with the board of directors. During this meeting, a copy of your proposed changes should be distributed to the board members. Depending on your bylaw structure, either a majority vote or minimum vote will be required to pass the amendment.

After the first meeting, notices must be sent to the corporation’s shareholders. A second meeting will need to be held with all voting parties to either approve or disapprove your proposed amendments.

Set up a Corporate Records Book

Think of this as the hard-copy record book where all critical corporate documents are kept, like your Kentucky Articles of Incorporation, bylaws, meeting minutes, stock certificate ledger, stock transfer documents, etc.

You should keep the corporate records book at your principal location. Corporate records book kits can be purchased online, or you can use a large generic binder to store your records.

Hold Periodic Board Meetings and Record Minutes

You must hold regular corporate meetings to maintain your business's management structure.

Annual Shareholder Meeting

Corporations in Kentucky must hold an annual shareholder meeting. The first annual shareholder meeting should occur soon after formation. During this meeting, the shareholders elect the board of directors. Your corporate bylaws should note the date of your annual shareholder meeting.

Special Meetings

Corporations might also need to conduct “special” board of director’s meetings. These meetings are called to discuss important business matters that will affect the corporation. Your state may have unique meeting notice requirements for special meetings.

Notice of Meetings

If your corporation has more than one shareholder, you will need to provide formal notice of meetings to owners (shareholders), employees, and officers before the meeting occurs. The notice must provide the following information:

  • Whether the meeting is a regular or special meeting
  • Where the meeting will be held
  • When the meeting will occur

When a meeting must be held at the last minute, without formal notice of the meeting, a waiver of notice must be signed by all eligible people stating that they are giving up the right to receive formal notice as laid out in the bylaws and formation documents. 

Meeting Minutes

Meeting minutes are legally required in Kentucky. Well-recorded minutes are indispensable during disputes and court actions. 

For single-shareholder corporations (common for small business owners), minutes general only need to record the following:

  • The date of the meeting
  • A note that it was a joint meeting of the shareholders and board of directors
  • When the next election of the board of directors will meet if that date is part of your corporate bylaws

Several companies offer corporate minutes templates. To learn more, read our review of the Best Corporate Meeting Minutes Templates.

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 are selling a physical product, you’ll typically need to register for a seller's permit through the Kentucky One Stop Business Portal. This certificate allows a business to collect sales tax on taxable sales.

Sales tax, also called "Sales and Use Tax," is a tax levied by states, counties, and municipalities on business transactions involving the exchange of certain taxable goods or services. You can read more information on the Kentucky Department of Revenue's website.

Read our sales tax guide to find out more.

Kentucky Employer Taxes

If you hire employees, you will need to register for Kentucky employer taxes through the Kentucky Office of Unemployment Insurance's website. This includes Employee Withholding Tax, Unemployment Insurance Tax, and Disability Insurance.

Kentucky Corporation Licenses and Permits

Do I need business 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.

The details of business licenses and permits vary from state to state. Make sure you read carefully. Don't be surprised if there are short classes required as well.

Fees for business licenses and permits will vary depending on what sort of license you are seeking to obtain.

Obtain the correct Kentucky business licenses and permits for your corporation, or have a professional licensing service do it for you:

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. Several instances where you might need to get one include:

  • Seeking funding from banks or other lenders
  • Forming your business as a foreign corporation in another state
  • Obtaining or renewing specific business licenses or permits

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 Form


Fee: $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.

LLC vs. Corporation | Form an LLC

Protect Your Business & Personal Assets

Open a Business Bank Account

To maintain personal asset protection, it is essential to have dedicated business banking and business credit accounts.

When your personal and professional accounts are mixed, personal assets like your home or vehicle are at risk in the event your Kentucky corporation is sued. This is also known as piercing the corporate veil.

You can protect your Kentucky corporation by following these two steps:

1. Get a Business Bank Account

Opening a business bank account protects your personal assets and legitimizes your corporation. Separating your professional account from your personal account also simplifies your business’s tax filing and accounting processes.

To open a bank account for your Kentucky corporation, you will need an Employer Identification Number (EIN) and your corporation’s formation documents.

For a look at our favorite business checking accounts, visit our Top 5 Small Business Bank Accounts review.

A cube with LLC printed on its sides

Recommended: Find the right bank for you, read our review of the Top 5 Banks for Your Small Business

2. Open a Business Credit Card

Much like a business bank account, a dedicated business credit card will help your Kentucky corporation separate your personal and professional expenses. 

In addition to this, a business credit card will also help build your business’s credit history, which can be used to raise capital for your corporation. A higher business credit score will also help your business obtain loans and higher credit limits later on.

Small business credit cards also offer benefits that personal credit cards do not, such as business-specific cash back rewards and travel perks.

A cube with LLC printed on its sides

Recommended: Learn about the best small business credit cards.

Accounting for your Corporation

It's important to get your books in order, even if you haven't officially opened for business. A well-managed accounting system will help you:

  • Track your business finances, including bills, expenses, and income.
  • Simplify your annual tax filings.

You can maintain your accounting in two ways:

  • Use a DIY accounting software. This can come with an increased risk of errors especially when starting a new business.
  • Hire an accounting service. They can provide comprehensive advice to help optimize your bookkeeping and taxes as well as additional services such as payroll etc.
A cube with LLC printed on its sides

Recommended: For most small businesses, we recommend using a reputable accounting service. Schedule a free tax consultation for your business now to avoid costly errors in the future.

Get Insurance

Business insurance helps you manage risks and focus on growing your Kentucky corporation. The most common types of business insurance are general liability insurance, professional liability insurance, and workers’ compensation.

Properly Execute Legal Documents

Signing a legal document improperly can leave you open to personal liability. You must sign as a representative of the business and not as yourself. When signing legal documents on behalf of your Kentucky corporation, follow this formula to avoid problems:

  1. The formal name of your business
  2. Your signature
  3. Your name
  4. Your position in the business as its authorized representative

Kentucky Corporation FAQ

Why Form a Corporation?

There are a number of good reasons to form a corporation. Some of the advantages include:

  • Limited liability protection
  • Unlimited capital generation
  • Corporate tax benefits
  • A more formal management structure
  • Appeal to investors

To fully realize the benefits of incorporating, you will want to consider your company’s capital needs, profits, and management and ownership structure to make sure forming a corporation is the best business structure for you.

To learn more about what business structure is best for you, read our How to Choose a Business Structure guide.

What Type of Corporation Should I Form?

The best type of corporation for your business depends on many factors. Here are some different types of corporations:

  • C corporations (C corps) are owned by stockholders, have a board of directors, and hold annual meetings.
  • S corporation (S corp) is a type of tax classification. Unlike a C corp, an S corp can pass-through income to its shareholders for tax purposes. S corps are limited to 100 shareholders. 
  • Professional corporations are generally for corporations that require certain licensed individuals (e.g., doctors, attorneys, etc.).
  • Nonprofit corporations use profits to advance the company’s mission rather than distributing them to shareholders.

You should carefully consider your business’s structure, goals, and financial situation before selecting your corporate structure.

Should I Form a Corporation or an LLC?

A limited liability company (LLC), unlike a sole proprietorship or a general partnership, offers personal asset protection in the event that your business is subject to legal action. Additionally, unlike corporations, LLCs are also simple to form, simple to maintain, and are able to avoid “double taxation.” 

That being said, corporations have an easier time raising capital than an LLC and they enjoy several tax benefits that LLCs do not, such as a lack of self-employment tax.

Deciding which is better—a corporation or an LLC—depends on your business’s specific situation. Your company’s size, structure, goals, and more will determine if it is better to form a corporation or form an LLC.

To learn more about which business structure is best for you, read our guide to choosing a business structure.

What is the Best State to Start a Corporation In?

While several states have laws designed to make them more attractive for corporations, the best state to incorporate in is generally the one where you are located and do the majority of your business. 

Certain corporate tax benefits or other laws may look appealing, but you may end up complicating things and paying taxes and meeting compliance regulations in multiple states.

Can a Non-Citizen Start a Corporation in the USA?

Yes, non-citizens can start a corporation in the United States. You will need a physical mailing address in the US as well as a US bank account.

For more information about opening a company in the USA, read our guide.

How Do I Choose a Business Name?

There are many things to consider when choosing a business name, including your brand, name availability, and the naming laws in the state you are incorporating in. You can read more details about how to name your business in our step-by-step guide.

How Much Does It Cost to Incorporate?

The cost of incorporating (filing formation documents such as Articles of Incorporation, a Certificate of Formation, etc.) is between about $45 and $300, depending on your state. There may also be attorney’s fees and a registered agent fee, among others.

To learn more about the cost of setting up a corporation in each state, visit our state-specific corporation guides.

What is a Registered Agent?

A registered agent accepts tax and legal documents on behalf of your business. Most states require your corporation to have a registered agent. The agent can be a professional service, yourself, or a colleague given they meet the state's criteria.

For more information, check out our What is a Registered Agent page.

What Forms Do I Need to Start a Corporation?

Every state requires corporations to file a formation document such as a Certificate of Formation, a Certificate of Incorporation, or the Articles of Incorporation. Some states may require additional documents, such as a state tax registration form. Check our state-specific formation guides for more details.

Professional corporations that require licensed individuals may need certain permits and licenses to operate their businesses.

Do Corporations Have Yearly Filings?

Many states require corporations to file an annual report or other annual corporation paperwork, but requirements can vary.

How Are Corporations Taxed?

Owners of C corps pay taxes on profits paid (salaries, bonuses, and dividends), then everything else is filed under the corporate tax rate. Because of this, corporations are said to be “double taxed.” They are taxed first when the company makes a profit and then taxed again when dividends are paid to shareholders.

S corps are taxed differently, with profits passing through to the owners’ individual tax returns. For more information, check out our What is an S Corporation page.

What is the Corporation Tax Rate?

The U.S. federal corporate tax rate is 21%. Corporations might also have to pay additional state or local corporate taxes depending on where they decide to do business.

Kentucky Corporation Quick Links

Related Articles