Register your business in Kentucky

LLCs, corporations, limited partnerships, and limited liability partnerships file with the Office of the Secretary of State¹. You file the formation online through FastTrack⁸, or on paper. A general partnership using its real name does not register that name. A sole proprietorship files nothing with the Secretary of State.

What’s different in Kentucky

• The county clerk gets a copy after the state filing. File one file-stamped copy with the county clerk of the county where the registered office is⁶. Secretary of State mail goes to the principal office, not the registered agent.
• The annual report is $15³, from January 1 through June 30, starting the year after the calendar year the business was formed⁸. A miss on June 30⁷ brings a notice before the company is dissolved. Stay compliant has the dates.
• An assumed name is split between the state and the county. A sole proprietor files only with the county clerk. A company files with the Secretary of State, then with the county clerk.
• A corporation pays an organization tax on top of the filing fee. An LLC’s formation fee is a flat $40².
• The fee schedule does not list expedited filing.* If you need the filing on a set day, ask the Secretary of State before you count on a date. The pages do not state an ordinary processing time either.* Check when you file.

Do this

1. Pick your structure. LLC, corporation, nonprofit, partnership, or sole proprietorship. A sole proprietor, or a general partnership using its real name, can skip to step 6. A licensed profession may need a professional LLC or corporation. Pick an entity compares them.
2. Check the name in FastTrack or by phone at (502) 564-3490. An LLC name must contain the words limited liability company or limited company, or the abbreviation LLC or LC. The abbreviation of limited company is LTD CO. It also must be distinguishable from any name on record with the Secretary of State⁸. A corporation name must contain corporation, incorporated, company, or limited, or the abbreviation corp., inc., co., or ltd., and it must be distinguishable on the Secretary of State's records⁹. Not ready to file? A reserved name is held for 120 days for $15². Search the web and the federal trademark database too.
3. Choose a registered agent. The agent is an individual who lives in Kentucky, a Kentucky entity, or a foreign entity authorized to transact business in Kentucky. The office is a street address in Kentucky. The agent must consent in writing, on the form or an attachment⁸. The agent receives lawsuits and other process. Service on the agent counts as service on the business even if the agent never forwards it¹. Changing the agent later is $10².
4. File online or on paper. The fee depends on the structure, below. Online, through FastTrack, you do not send copies. On paper, the articles form says to send one exact or conformed copy. The One Stop structure page says to send two exact or conformed copies⁶.* Those two instructions do not match. Use the count on the form you are filing, and check the payment page. The filing is effective on the date and time of filing⁸.
5. Take a stamped copy to the county clerk. File one file-stamped copy with the county clerk of the county where the registered office is⁶. If you filed online, the articles form says to print the copy from the organization search on sos.ky.gov. The county clerk’s own fee is not on the Secretary of State pages.* Ask the clerk what the copy costs before you go.
6. File an assumed name if you use another name. The office depends on who you are. Details are below.
7. Calendar the first annual report. It is due the year after the calendar year the business was formed⁸, during January 1 through June 30⁷. Selling taxable goods means registering with the Department of Revenue before you collect tax: Get your tax IDs.

By structure

LLC

File Articles of Organization (form KLC⁶, $40²). The company is managed by managers or members. The articles make you check one. The articles fee is waived for a veteran-owned business, meaning a business at least 51% unconditionally owned by one or more veterans. Include redacted DD-214 forms or active duty military IDs for every veteran owner⁸.

Then take the stamped copy to the county clerk (step 5). The LLC files an annual report for $15³ during January 1 through June 30. Most businesses file one. Sole proprietorships do not⁷. The first report is the year after the calendar year the business was formed⁸. The business filings page says the same timing for every entity: June 30 of each year after the year the entity is formed¹.

State law sets what a miss means. A missed annual report lets the Secretary of State start a proceeding to dissolve the company⁴. The company gets a notice first, and is dissolved if it does not file within 60 days of the date the notice was mailed⁵. The One Stop page says a miss on June 30 is bad standing, a 60-day notice goes out July 1, a filing by August 31 returns the company to good standing without penalty, and a miss on August 31 is dissolution or revocation. The annual reports page says a domestic entity that misses June 30 is administratively dissolved³, but under the statute the notice comes first. File by June 30⁷. If a notice arrives, use the date on the notice.

Kentucky law also exempts some veteran-owned businesses from the annual report fee. A veteran-owned business organized after August 1, 2018, does not pay the annual report fee for the first four years. It still has to file on time¹². The fee list still shows $15³ and does not mention the exemption. Confirm the waiver is applied when you file.

Professional LLC

The professional form is Articles of Organization, Professional Limited Liability Company (PLC). The fee schedule puts a professional LLC in the same $40² articles group as a profit LLC. It is for physicians, osteopaths, optometrists, podiatrists, chiropractors, dentists, nurses, pharmacists, psychologists, occupational therapists, veterinarians, engineers, architects, landscape architects, certified public accountants, public accountants, physical therapists, and attorneys⁶. That list is not the license to do the work. The license comes from the board for the profession. If you are not sure your work is on the list, check with a legal professional.

Corporation

File Articles of Incorporation (form PAI). The filing fee is $40. The organization tax for 1,000 shares or fewer is $10, and the form prints a total of $50. Do not use the PAI form if the corporation has more than one class of shares⁹.

The articles form tells you to call the Secretary of State for the total if you authorize more than 1,000 shares⁹. The fee schedule prints the per-share rates the form does not: $.01 per share on the first 20,000 shares, then $.005 per share on the next 180,000 shares, then $.002 per share on the remaining shares². Check the total on the payment screen, or call before you mail a check for more than 1,000 shares.

The name must contain corporation, incorporated, company, or limited, or the abbreviation corp., inc., co., or ltd.⁹ The corporation then files the same $15³ annual report, on the same window. S corporation status is a federal election. Kentucky’s income tax treatment is on Get your tax IDs.

Public benefit corporation

Form BAI is a public benefit corporation, even though the file name says profit corporation. The name must contain public benefit corporation, benefit corporation, P.B.C., or PBC. A public benefit corporation is not eligible for tax-exempt status¹⁰. The filing fee on the form is the same $40⁹ plus the organization tax. Do not use this form for an ordinary business.

Nonprofit

A nonprofit corporation’s articles are $8 on the fee schedule. The annual report is still $15³. A nonprofit LLC uses Articles of Organization, Non-profit LLC (NLC)⁶, and the fee schedule puts that filing in the $40 LLC group, not the $8² nonprofit corporation group. 501(c)(3) status is a separate application to the IRS. Past formation, the rest of this series is written for for-profit businesses.

Partnership

An in-state general partnership using its real name does not register that name⁶. A statement of partnership authority, if you file one, is $40².

A limited liability partnership files a Statement of Qualification for $40. A limited partnership files a Certificate of Limited Partnership⁶ for $40². Both file the $15³ annual report. A general partnership does not, if it stays a general partnership.

Sole proprietorship

Sole proprietors do not file any paperwork with the Secretary of State. A name other than your real name is an assumed name filed with the county clerk. Your real name includes the surname at birth, a name a court changed, or a married surname⁶. Sales tax registration and any license your work needs still apply.

Assumed names

File when you use a name other than the real name. A sole proprietor files with the county clerk in the county of the principal place of business⁶, not with the Secretary of State. The county clerk’s fee, and how long that county filing lasts, are not on the Secretary of State form.* Ask the clerk.

An entity files the certificate with the Secretary of State, with one exact or conformed copy. The fee is $20². Then file one file-stamped copy with the county clerk where the business is a resident. For an LLC, that county is the county of the registered office⁶. The registration lasts five years from the date it is filed with the Secretary of State. Renew it within the six months before it expires, for $20. The Secretary of State is not required to send a renewal certificate¹¹.

Formed in another state

A corporation or LLC formed elsewhere files an application for a certificate of authority for $90². You need a Kentucky registered agent. A foreign entity that misses the annual report has its certificate of authority revoked³. Forming in another state covers the tradeoffs.

What you get back

The filing is effective on the date and time of filing. A file-stamped postcard goes to the principal office⁸. Secretary of State mail goes to the principal office, which can be in or outside Kentucky¹. You will need the accepted articles for your EIN, your bank, and the county clerk. You cannot change the principal office or the registered agent on the annual report postcard. Those changes need a statement of change. If the company is later dissolved, here is what reinstatement takes. The Secretary of State will ask the Department of Revenue for a letter of good standing and, for a profit company, the Division of Unemployment Insurance as well, unless you get the letters yourself. You also pay any delinquent filing fees³. The penalty after dissolution is $100².