How to start a Kentucky corporation

It might seem like a lot at first, but once you understand the steps, it’s very doable. This guide will walk you through everything you need to know to start your Kentucky corporation.

How to start a corporation in Kentucky

Incorporating means registering your business as a corporation so the law sees it as its own entity, separate from you. Each state has its own rules for how to do this, so the process can seem confusing. Let’s go through each step: 

1. Choose a name for your Kentucky corporation

Your corporation’s name should be unique and make a statement about your business. Make sure it complies with the following Kentucky requirements:

• It should be 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 business names.

Need help coming up with a business name for your corporation? Try the Rocket Copilot™ AI Business Name Generator, a free tool to help you brainstorm business names and get started registering your corporation.

2. Decide between a Kentucky S-Corp and C-Corp tax designation

There are similarities between a Kentucky S-Corp and a C-Corp regarding personal liability, management, structure, and compliance. The differences, however, 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.

3. Appoint directors and shareholders for your Kentucky corporation

Each state has its own personnel requirements for incorporating. In Kentucky, you must have at least one director. There is no age requirement for directors and there is no requirement that directors live in Kentucky.

State the number of your corporation's directors in either your Bylaws or your business's Articles of Incorporation. 

4. Choose a Registered Agent

A Registered Agent is the person or business responsible for receiving tax, legal, and government documents during regular business hours. It's important that every business has one. You can either serve as your own registered agent (if you have a Kentucky address) or choose one to do that service for you (if you are not located in Kentucky or would like an extra layer of privacy).

5. File your Articles of Incorporation with the state of Kentucky

Once you have a business name and registered agent, you can register your business as a Kentucky corporation with the state by filing your Articles of Incorporation. This document may be referred to informally as a corporation's "Articles," or in other states, it may be called a "Certificate of Organization," "Certificate of Filing," or "Certificate of Formation."

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.

6. Get an Employer Identification Number (EIN)

Before opening your doors for business, apply to the IRS for an employer identification number, or EIN. All corporations with employees in Kentucky must have an EIN. An EIN is similar to your Social Security number, but it's for businesses. You'll also need an EIN to open your corporate bank account.

Congratulations! After you have completed all these steps, you have formed your Kentucky corporation.

What to do after incorporating in Kentucky

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 Corporate 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.

Still have questions? Learn more about how to start your own business with Rocket Lawyer and get started today!
 

Key takeaways Starting a corporation in Kentucky means following state rules, like choosing a unique name, filling out paperwork, and paying fees to make it official. One important choice is deciding how your corporation will be taxed in Kentucky, either as an S-Corp or a C-Corp. This affects how the business and owners pay taxes, and the differences between the two change from state to state. After forming the corporation, you have to keep records like bylaws and meeting notes to stay in good standing with the state and prove your business is real and operating correctly.

Additional resources

Learning how to enforce a contract is just one step. Explore these additional topics to learn more and take the next steps.

• What is a corporation?
• What is an S-corporation?
• How are corporations taxed?
• How to start a corporation
• How to register a corporation by state