Understanding Kentucky LLC Laws

The rules for starting and running a Kentucky limited liability company (LLC) are laid out by Kentucky's LLC laws.

In this guide, we offer simple explanations to Kentucky LLC laws about:

LLC Formation Requirements
Registered Agent Duties and Appointment
Operating Agreements
Annual Report Requirements

To learn more about starting an LLC, visit our form an LLC guide.

LLC Formation Requirements

Kentucky LLC laws set out the requirements for forming an LLC. The State of Kentucky has created the One Stop Business portal and PDF Articles of Organization form to simplify the process.

Kentucky LLC Formation Statute

The following LLC formation statutes are from the Kentucky Limited Liability Company Act:

275.025 Contents of articles of organization.

(1) The articles of organization shall set forth:

(a) A name for the limited liability company that satisfies the requirements of KRS 14A.3-010;

(b) The registered office and initial registered agent that satisfy the requirements of KRS 14A.4-010;

(d) A statement that the limited liability company is to be managed by a manager or managers or that the limited liability company is to be managed by its members.

(2) The term of a limited liability company shall be perpetual unless a period of duration other than perpetual is set forth in the articles of organization.

(3) The articles of organization of a professional limited liability company shall designate the professional services to be practiced through the professional limited liability company.

(4) The articles of organization may set forth any other matter that under this chapter is permitted to be set forth in an operating agreement not inconsistent with law.

(5) A member of a limited liability company shall not have a vested property right resulting from any provision of the articles of organization.

(6) If the limited liability company is a nonprofit limited liability company, then the articles of organization shall state that fact and its nonprofit purpose. This provision of the articles of organization shall not be removed from the articles of organization without written notice to the Attorney General of Kentucky given not less than ten

(10) business days prior to the filing of the amendment.

(7) The fact that the articles of organization are on file with the Secretary of State is
Notice:

(a) That the limited liability company formed by the filing of the articles of organization is a limited liability company formed under the laws of the Commonwealth of Kentucky; and

(b) Of all other facts set forth in the articles of organization which are required to be set forth by subsections (1), (3), and (6) of this section.

Effective: June 8, 2011

History: Amended 2011 Ky. Acts ch. 29, sec. 13, effective June 8, 2011. -- Repealed and reenacted 2010 Ky. Acts ch. 51, sec. 95, effective July 15, 2010; and amended ch. 151, sec. 71, effective January 1, 2011.-- Amended 2007 Ky. Acts ch. 137, sec. 95, effective June 26, 2007. -- Amended 1998 Ky. Acts ch. 341, sec. 23, effective July 15, 1998. -- Created 1994 Ky. Acts ch. 389, sec. 5, effective July 15, 1994. Legislative Research Commission Note (6/8/2011). 2011 Ky. Acts ch. 29, sec. 24, provides that the amendments to this section in 2011 Ky. Acts ch. 29, sec. 13, are retroactive to January 1, 2011.

Legislative Research Commission Note (1/1/2011). This section was amended by 2010 Ky. Acts ch. 151, and repealed and reenacted by 2010 Ky. Acts ch. 51. Pursuant to Section 184 of Acts ch. 51, it was the intent of the General Assembly that the repeal and reenactment not serve to void the amendment, and these Acts do not appear to be in conflict, therefore, they have been codified together.

Legislative Research Commission Note (7/15/2010). 2010 Ky. Acts ch. 51, sec. 183, provides, "The specific textual provisions of Sections 1 to 178 of this Act which reflect amendments made to those sections by 2007 Ky. Acts ch. 137 shall be deemed effective as of June 26, 2007, and those provisions are hereby made expressly retroactive to that date, with the remainder of the text of those sections being unaffected by the provisions of this section."

Start forming your LLC by reading our Best LLC Services review.

What This Means: Key Takeaways*

The Kentucky LLC statute provides the requirements for setting up (or forming) an LLC. The State of Kentucky offers online and hard copy LLC filing to meet these requirements.

Required Information for Kentucky LLC Formation:

LLC’s name (Must meet Kentucky LLC naming requirements)
Registered office and initial registered agent
Registered agent’s name, Kentucky address, and signature of acceptance
A statement regarding whether the LLC will be managed by members or managers.

Optional Information for Kentucky LLC Formation:

LLC organizers can add their own provisions as long as the provisions don’t conflict with LLC statute.

Recommended: For help with completing the LLC formation forms, visit our Kentucky LLC Articles of Organization guide.

Registered Agent Duties and Appointment

Kentucky LLC laws define the duties and appointment of the LLC registered agent.

Kentucky LLC Registered Agent Statute

The following registered agent statutes are from the Kentucky Revised Statute 14A.4-010:

14A.4-010 Registered office and registered agent required.

(1) Each entity and each foreign entity qualified to transact business in this

Commonwealth shall continuously maintain in this Commonwealth:

(a) A registered office that may be the same as any of its places of business; and

(b) A registered agent, who may be:

1. An individual who resides in this Commonwealth and whose business address is identical with the registered office; or

2. An entity or foreign entity qualified to transact business in this Commonwealth whose business address is identical with the registered office.

(2) Unless the registered agent signs the document making the appointment, the appointment of the registered agent or a successor registered agent on whom process may be given is not effective until the agent delivers a statement in writing to the Secretary of State accepting the appointment.

(3) Each entity and each foreign entity maintaining a registered office and agent in this Commonwealth shall provide to its registered agent and update from time to time as necessary the name, business address, and business telephone number of a natural person who is authorized to receive communications from the registered agent. Such person shall be deemed the communications contact for the entity or foreign entity. Every registered agent shall retain in paper or electronic form the information concerning the current communications contact for each entity and each foreign entity for which that registered agent serves as registered agent. If the entity or foreign entity fails to provide the registered agent with a current communications contact, the registered agent may resign as the registered agent for such entity or foreign entity.

(4) This section shall not apply to a domestic or foreign partnership that is not a limited liability partnership.

(5) This section shall not apply to a limited partnership governed as to its internal affairs by the Kentucky Uniform Limited Partnership Act, KRS 362.410 to 362.700.

(6) This section shall not apply to a rural electric cooperative or to a foreign rural electric cooperative that is not required to qualify to transact business by means of a filing with the Secretary of State.

(7) This section shall not apply to a rural telephone cooperative or to a foreign rural telephone cooperative that is not required to qualify to transact business by means of a filing with the Secretary of State.

Effective: January 1, 2011

History: Created 2010 Ky. Acts ch. 151, sec. 28, effective January 1, 2011.

Legislative Research Commission Note (1/1/2011). 2010 Ky. Acts ch. 151, sec. 28(5) cites the Kentucky Uniform Limited Partnership Act, KRS 362.410 to 362.700.

These sections were repealed in 1988 Ky. Acts ch. 284, sec. 65.

What This Means: Key Takeaways*

A registered agent’s job is to accept service of process (legal summons to a lawsuit).

A Kentucky registered agent must:

Maintain a registered office in Kentucky (i.e., no P.O. boxes)
Be an individual, a Kentucky corporation or LLC, or foreign corporation or LLC with a business address that is the same as the registered office address

Registered agent information is kept on file by the State of Kentucky. If you change your registered agent or if your registered agent resigns, you must file a change of registered agent form.

Best Registered Agents

Learn how to choose the best registered agent for your LLC.

Best Services

Operating Agreements

Kentucky LLC laws provide guidelines for creating and maintaining an LLC operating agreement.

The following operating agreement statutes are from the Kentucky Limited Liability Company Act:

275.177 Enforcement of limitations on amendment of operating agreement.

If a written operating agreement contains a provision to the effect that any amendment to the operating agreement of the limited liability company shall be in writing and adopted in accordance with the provisions of the operating agreement, then the provision shall be enforceable in accordance with its terms, and any agreement as to the conduct of the business and affairs of the limited liability company which is not in writing and adopted in accordance with the provisions of the operating agreement shall not be considered part of the operating agreement and shall be void and unenforceable.

Effective: July 15, 2010

History: Repealed and reenacted 2010 Ky. Acts ch. 51, sec. 15, effective July 15, 2010.

-- Created 2007 Ky. Acts ch. 137, sec. 15, effective June 26, 2007.

275.180 Operating agreement provisions on personal liability and indemnification.

A written operating agreement may:

(1) Eliminate or limit the personal liability of a member or manager for monetary damages for breach of any duty provided for in KRS 275.170; and

(2) Provide for indemnification of a member or manager for judgments, settlements, penalties, fines, or expenses incurred in a proceeding to which a person is a party because the person is or was a member or manager.

Effective: July 15, 1998

History: Amended 1998 Ky. Acts ch. 341, sec. 30, effective J

What This Means: Key Takeaways*

An LLC operating agreement allows LLC members to create rules for how their unique LLC operates. These rules are often called “terms” or “provisions.”

Operating agreements are limited by state statute. For example, if the statute says LLC members can’t dissolve an LLC without all members agreeing, LLC members can’t change or override the statute with an operating agreement.

When an operating agreement is in place, it’s easier to navigate situations involving the operation of the LLC. And, if a lawsuit or dispute arises, LLC members (or the courts) have something to reference.

If a dispute arises that can’t be resolved by LLC members and there isn’t an operating agreement, the courts will use LLC statute to resolve disputes.

Creating an Operating Agreement

Some LLCs, such as professional LLCs or real estate LLCs, might need unique terms, while others might only need to cover standard provisions:

Each member’s responsibilities
How new members will be admitted
How existing members may transfer or terminate their membership
How profits and dividends will be distributed
The process for amending the operating agreement

Use our free operating agreement template or learn more with our What Is an Operating Agreement guide.

Annual Report Requirements

Kentucky LLC laws set out the requirements for annual LLC reporting. The State of Kentucky has created an annual report online filing system to simplify the process.

Kentucky LLC Annual Report Statute

The following annual report statutes are from the Kentucky Business Entity Filing Act:

14A.6-010 Annual report.

(1) Each entity and each foreign entity authorized to transact business in this Commonwealth shall deliver to the Secretary of State for filing an annual report that sets forth:

(a) The name of the entity or foreign entity and the state or country under whose law it is organized;

(b) The address of its registered office and the name of its registered agent at that office in this Commonwealth;

1. Corporation, not-for-profit corporation, cooperative, association, or limited cooperative association, whether domestic or foreign:

a. The name and business address of the secretary or other officer with responsibility for authenticating the records of the entity;

b. The name and business address of each other principal officer; and c. The name and business address of each director;

2. Manager-managed limited liability company, whether domestic or foreign, the name and business address of each manager;

3. Limited partnership, whether domestic or foreign, the name and business address of each general partner;

4. Business trust, whether domestic or foreign, the name and business address of each trustee;

5. Professional service corporation, domestic or foreign, a statement that each of the shareholders, not less than one-half (1/2) of the directors, and each of the officers other than secretary and treasurer is a qualified person; and

6. Unincorporated nonprofit association, the name and business address of each manager.

(2) Information in the annual report shall be current as of the date the annual report is executed on behalf of the entity or foreign entity.

(3) The first annual report shall be delivered to the Secretary of State between January 1 and June 30 of the year following the calendar year in which an entity was organized or a foreign entity was authorized to transact business in this state. Subsequent annual reports shall be delivered to the Secretary of State between January 1 and June 30 of each following calendar year.

(4) If an annual report does not contain the information required by this section, the Secretary of State shall promptly notify the entity or foreign entity in writing and return the report to it for correction, which notification may be accomplished electronically. For purposes of KRS 14A.2-130 or 14A.2-140, an annual report returned for correction shall not be deemed to have been delivered until it is returned and accepted by the Secretary of State.

(5) An entity or foreign entity may amend the information in its last filed annual report by delivery of an amendment to the annual report to the Secretary of State for filing on such form as is provided by the Secretary of State.

(6) An unincorporated nonprofit association that has filed a certificate of association is subject to this section.

(7) The requirement to file an annual report shall not apply to:

(a) A limited partnership governed as to its internal affairs by the Kentucky Uniform Limited Partnership Act as it existed prior to its repeal by 1988 Ky. Acts ch. 284, sec. 65; (b) A partnership other than a limited liability partnership that has filed a statement of qualification pursuant to KRS 362.1-951 or a foreign limited liability partnership;

(c) A foreign rural electric cooperative or foreign rural telephone cooperative not required to qualify to transact business by a filing with the Secretary of State; or

(d) An unincorporated nonprofit association that has not filed a certificate of association.

Effective:June 29, 2017 History: Amended 2017 Ky. Acts ch. 193, sec. 5, effective June 29, 2017. -- Amended 2015 Ky. Acts ch. 34, sec. 4, effective June 24, 2015. -- Amended 2012 Ky. Acts ch. 160, sec. 129, effective July 12, 2012. -- Amended 2011 Ky. Acts ch. 29, sec. 7, effective June 8, 2011. -- Created 2010 Ky. Acts ch. 151, sec. 34, effective January 1, 2011.

What This Means: Key Takeaways*

You can file your Kentucky annual report online.

Your Kentucky LLC annual report must state the following information (and must be current as of the date of filing):

The name of the LLC
Street address of principal office and mailing address
Registered office address and registered agent name

Annual Report Due Dates:

Annual reports are due between January 1 and June 1 each year. The first annual report is due the following calendar year after the LLC became effective.

*This information is provided for educational and entertainment purposes only. Please consult a lawyer for legal advice.