State Processing Times and Fees
Nearly every state has standard processing times for filing a corporation, but not all provide expedited processing. We have a list of the average wait times for both standard and expedited filings in all states.
Kentucky charges a filing fee for incorporating. Visit "compare pricing" in our incorporation center to see all state fees for Kentucky.
Deciding Between a Kentucky S-Corp and a C-Corp Tax Designation
There are similarities between Kentucky S Corps and C Corps regarding personal liability, management, structure and compliance. The differences in Kentucky come down to the following:
- Ownership Rules: A C Corp is taxed as a separate entity. Shareholders report and pay taxes on what the corporation pays them. An S Corp is taxed like a partnership with a "pass-through" tax structure. It's not doubly taxed because the corporate entity can pass corporate income, losses, deductions and credits to its shareholders. Corporate owners do pay taxes on their share of the corporation's profits and they're taxed at their individual tax rate. To qualify as an S Corp, your business must be a domestic corporation, provide only one class of shares, have no more than 100 shareholders, and your shareholders can include only individuals, certain trusts and estates.
- Documents: If you decide to form an S Corp, file IRS Form 2553 to elect this status.
Personnel Requirements
Each state has its own personnel requirements for incorporating. In Kentucky, they include the following:
- Age requirement: There is no age requirement for directors.
- Number of directors: At least one director is required.
- Residency: There is no requirement that directors live in Kentucky.
Other Requirements for Your Articles of Incorporation
In addition to personnel requirements, your Kentucky Articles of Incorporation must also include the following.
You must appoint a registered agent. A registered agent is a person or business who receives important tax, government and legal documents for corporation, including service of process of lawsuits. The agent must be available during normal business hours. You must include the name of your registered agent in your Articles of Incorporation in Kentucky. Your agent must have a physical address in the state. Your corporation can't act as its own registered agent. We can help you designate your registered agent when you incorporate with us.
You must also include the following in your Article of Incorporation in Kentucky:
- The number of shares authorized to be issued.
- If there is more than one class or series of authorized shares, identify them.
- The street address of the corporation's initial registered office in the state.
- The mailing address of the corporation's principal office, which can be out of state.
Other Required Paperwork
You must file additional paperwork with your Articles of Incorporation in Kentucky, including an annual report. The report must be submitted to the Kentucky Department of State by June 30 each year. Failure to do so could risk the loss of your corporate status.
Kentucky also requires that you file one copy of your Articles of Incorporation in the county where your company's registered office is located.
Guidelines for Your Name
Your corporate name should be unique and make a statement about your business. Make sure it complies with the following Kentucky requirements:
- It should be distinguishable from the names of other registered businesses in Kentucky and be followed by "Company," "Corporation," "Corp.," "Incorporated," "Limited," or an abbreviation of one of these terms.
- Your name cannot be deceptive. If you're selling tobacco, don't name your company "Sal's Kentucky Thoroughbreds."
- Ensure that your name is distinguishable from all other existing corporate names.
Kentucky Corporate Taxes & Reports
Your corporation does have to pay taxes. Before you open your doors for business, apply to the IRS for an employer identification number, or EIN. All corporations with employees require an EIN. An EIN is similar to your Social Security number, but it's for businesses. You'll also need an EIN to open a corporate bank account.
We have more information regarding the tax structures of S Corps and C Corps.
Keeping Corporate Records and Ongoing Filing Requirements
Kentucky requires that all corporations create records to maintain their corporate status, including bylaws and corporate minutes. Bylaws set forth your company's operating rules, the responsibilities of your directors, the rights and powers of your shareholders, and all other corporate matters. Although you don't have to file your corporate bylaws with the state, you'll need them to demonstrate to banks, lending institutions, creditors, the IRS and the courts that your corporation is valid and legitimate. Bylaws also help establish rules so you can keep your corporate assets and debts separate from your personal ones.
Keeping minutes of your director and shareholder meetings is also mandated by the state of Kentucky. Your minutes should be maintained at your corporate office with your other company records. The minutes keep track of all votes on your important business decisions and help secure your corporate status.
We have more detailed information about Kentucky's requirements for bylaws and corporate meeting minutes.
Best of luck with your new Kentucky corporation. We have all the legal documents, filing and tax information you'll need to get started.
This article contains general legal information and does not contain legal advice. Rocket Lawyer is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.
