To form an LLC in Kentucky, here's everything you need to know.
Here are the steps you need to take to form an LLC in Kentucky. For more information on how to form an LLC in any state, see Nolo's article on How to Form an LLC.
1. Choose a Name for Your LLC
Under Kentucky law, an LLC name must contain the words “limited liability company” or “limited company” or the abbreviation “LLC” or “LC.” If you wish to abbreviate “limited company,” you must use the abbreviation “LTD CO.”
Your LLC’s name must be distinguishable from the names of other business entities already on file with the Kentucky Secretary of State. Names may be checked for availability by searching the Kentucky Secretary of State’s business name database. You may reserve a name for up to 120 days by filing a Reservation or Renewal of Reserved Name (Form RES) with the Secretary of State. The reservation may be filed online or by mail. The filing fee is $15.
2. File Articles of Organization
A Kentucky LLC is created by filing Articles of Organization for a Limited Liability Company (Form KLC) with the Kentucky Secretary of State. The articles must include: the LLC's name and address; the name and address of the LLC’s registered agent; whether the LLC is managed by members or a manager; and the effective date of the articles. The articles may be filed online or by mail. The filing fee is $40.
3. Appoint a Registered Agent
Every Kentucky LLC must have an agent for service of process in the state. This is an individual or business entity that agrees to accept legal papers on the LLC’s behalf if it is sued. A registered agent may be an individual who resides in Kentucky, or a domestic or foreign business entity authorized to do business in Kentucky. The registered agent must have a physical street address in Kentucky.
All of the paperwork and procedural steps to start a limited liability company in Kentucky can be done online using Nolo's Kentucky Online LLC Formation application.
4. Prepare an Operating Agreement
An LLC operating agreement is not required in Kentucky, but is highly advisable. For help creating an LLC operating agreement, see Form Your Own Limited Liability Company, by Anthony Mancuso (Nolo) or use Nolo’s Online LLC. If an operating agreement is created, it need not be filed with the Articles of Organization.
5. Publication Requirements
None.
6. Comply With Other Tax and Regulatory Requirements
Additional tax and regulatory requirements may apply to your LLC. These may include:
EIN: If you form a one-member LLC, you must obtain an EIN for it only if it will have employees or you elect to have it taxed as a corporation instead of a sole proprietorship (disregarded entity). You may obtain an EIN by completing an online application on the IRS website. There is no filing fee.
Business Licenses: Depending on its type of business and where it is located, your LLC may need to obtain other local and state business licenses.
Kentucky Department of Revenue: In some cases, for example if you will be selling goods and collecting sales tax or if you have employees, you’ll need to register with the Kentucky Department of Revenue (DOR). You can register either online (at the Kentucky One Stop Business Portal) or on paper (using Form 10A100, Kentucky Tax Registration Application). For more information on state LLC tax registration, see Nolo's article, LLC Annual Report and Tax Filing Requirements: A 50-State Guide.
7. File Annual Reports
All LLCs doing business in Kentucky must file an Annual Report with the Secretary of State by June 30 every year. When filing your first annual report you must submit the names and addresses of your LLC's members and managers, confirm the principal and registered office/agent, and sign and date the report. Subsequent annual reports must confirm the same information.The initial annual report is due between January 1 and June 30 of the year following the calendar year in which the LLC was formed. Subsequent annual reports must be filed with the Secretary of State between January 1 and June 30 of the following calendar years. The report may be filed online, by returning the annual report postcard your LLC will receive in January, or by printing out and mailing the annual report. The filing fee is $15.
8. Foreign LLCs Doing Business in Kentucky
To do business in Kentucky, all LLCs organized outside of the state must register with the Kentucky Secretary of State. Foreign LLCs must appoint a registered agent for service of process physically located in Kentucky. To register, file a Certificate of Authority (Foreign Business Entity) (Form FBE). The application may be filed online or by mail. The filing fee is $90.
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