How to Form an LLC in Kentucky

Co-authored by Clinton M. Sandvick, JD, PhD

Last Updated: January 31, 2023 References

A limited-liability company ("LLC") is commonly referred to as a "hybrid" business structure, meaning that it shares characteristics of both a corporation and a sole proprietorship. It allows its owners to insulate themselves from personal liability for business debts, does not require the payment of separate business taxes (the tax "passes through" to its owners), allows for a great deal of flexibility with regards to its organizational structure, and is subject to fewer regulations and restrictions than are other types of business structures.^{[1]
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Research source} Establishing such a company in Kentucky is a rather straightforward process.

Part 1

Part 1 of 3:

Drafting the Articles of Organization

1
Obtain the Articles of Organization form. An LLC is formed in Kentucky after its owners complete and file its Articles of Organization with the Division of Business Filings of the Office of the Secretary of State. The Office of the Secretary of State provides an Articles of Organization form on its website.^{[2]
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- The form consists of two pages. The first is the one you will fill out with the necessary information and then file. The second contains instructions for completing the form.
- Make sure to read through the instructions before beginning to fill out the form.
2
Choose a name for your LLC. One of the more important things you will have to do during this process is to choose a name for your LLC. When choosing your LLC's name, you must adhere to the following guidelines:^{[3]
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- The name must use only English letters or Arabic/Roman numerals.
- The name must contain the words "limited liability company," "limited company," or the abbreviations "LLC" or "LC."
- To abbreviate "limited company," you must use the abbreviation "LTD CO."
- The name of your LLC must be distinguishable from any name currently reserved or registered with the Office of the Secretary of State, and from that of any state or federal agency.
3
Check to see if your chosen name is available. Before you submit the Articles of Organization, you should check to see if your chosen name is available/acceptable under state law. You can do this either by contacting the Office of the Secretary of State at (502) 564-3490 or conducting an online search for business names that are already registered with the Office of the Secretary of State using the database provided.^{[5]
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- You can file an optional form along with a filing fee of $15 to reserve a name for a period of 120 days.^{[6]
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- Try to have a few alternate names for your company in case your first choice is unavailable. #*During this search, you might also want to check to make sure the relevant URL is available so your LLC's online presence will have an appropriate domain name.^{[7]
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4
Indicate your LLC's initial registered office and registered agent. State law requires your LLC to have a registered office and a registered agent in Kentucky on whom legal process can be served in the event of any legal action against your LLC. Your registered agent must be located at the registered office, which must be in Kentucky and represent the physical business address of your registered agent.^{[8]
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- You must provide the full street address for your registered office/agent. A P.O. Box is insufficient.
- Your registered agent must be a resident of and authorized to transact business in Kentucky.^{[9]
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- Your LLC may not name itself as the registered agent.
- You must have your registered agent either sign the Articles of Organization in the space provided on the bottom of the form, or provide his or her written consent to act as agent on behalf of your LLC.
5
Indicate the mailing address of your LLC's initial principal office. You must also provide in the Articles of Organization the mailing address of your LLC's initial principal office, which will be the location to which the Office of the Secretary of State mails all official correspondence regarding your LLC.^{[10]
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- This office can be located either in or out of Kentucky.
6
Decide if your LLC will be member-managed or manager-managed. A "member" of an LLC is either an owner of or investor in that LLC. A member-managed LLC affords each member equal rights in deciding how the business will be run. A manager-managed LLC is where the members elect several from their number to be responsible for the company's business affairs.
- Once you have decided how your LLC will be managed, check the appropriate box on the form.
7
Enter a delayed effective date if you wish. If you want to delay the effective date of your LLC's Articles of Organization (i.e., the date on which your LLC will be considered formed under state law), you may do so by filling in the space provided with a delayed effective date/time.
- This date/time cannot be prior to the date the application is filed.
- This date/time cannot be later than the 90th day after the date of filing.
- If you leave this space blank, the application will be effective upon filing.
Include, along with the appropriate signatures, each individual's printed name, title, and address. Remember to date the form as well.
9
File your LLC's Articles of Organization. After you have reviewed the form and made sure the information you have provided is complete and accurate, you can file the form by mailing it to the address listed in the instructions section of the form (near the bottom of the second page). You also have the option of filing online.^{[11]
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- You must also pay a filing fee of $40.
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Part 2

Part 2 of 3:

Setting Up Your LLC

1
Draft an Operating Agreement for your LLC. After you have filed your LLC's Articles of Organization, there are several other steps you should take before you actually start doing business. The first of these should be to draft an Operating Agreement between the members of your LLC. This document will govern how your LLC will be operated.
- This agreement should outline things like the roles of each member, voting rights, how new members will be added or existing ones removed, how profits and losses will be allocated, capital contribution for each member, and how the Operating Agreement itself will be amended.^{[12]
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- You do not have to file this agreement with the state, but you should keep it on file with your LLC's registered agent.
2
Get an Employer Identification Number from the IRS. If your LLC has more than one member, you will need this number so your LLC can pay federal and state taxes properly, hire employees, and open a company bank account.^{[13]
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Internal Revenue Service
U.S. government agency in charge of managing the Federal Tax Code

Go to source}; (2) by contacting the IRS at (800) 829-4933; or (3) by completing and mailing in Form SS-4^{[15]
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Internal Revenue Service
U.S. government agency in charge of managing the Federal Tax Code

Go to source} to the address listed on the form.^{[16]
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Internal Revenue Service
U.S. government agency in charge of managing the Federal Tax Code

Go to source}
- Make sure your LLC is legally formed (i.e., your Articles of Organization have been submitted and approved) before applying for an Employer Identification Number.^{[17]
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  Internal Revenue Service
  U.S. government agency in charge of managing the Federal Tax Code
  
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You will want your LLC to have its own bank account, separate from the bank accounts of its members/managers. The requirements of individual banks vary, but you will likely need, at minimum, your LLC's Employer Identification Number and a copy of its Articles of Organization.^{[18]
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Part 3

Part 3 of 3:

Submitting Additional Filings

1
Obtain necessary business licenses and permits. You will need to acquire any licenses or permits necessary to conduct your LLC's particular business from the county or city clerk's office for the jurisdiction in which the LLC is based. Contact these offices^{[19]
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- For example, if your LLC will be based in Bowling Green, you will have to apply for a business license and pay a fee of $50 to legally conduct business within city limits.
- You should also check the website for Kentucky's Office of Occupations & Professions for licensing requirements if your LLC will engage in any business that is regulated by this agency.^{[20]
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2
File with the appropriate federal, state, and local governmental agencies. Depending on the business purpose of your LLC and the jurisdiction in which you organize, you may have to file additional forms relating to LLCs with certain governmental agencies. Each industry is regulated differently—as is each local jurisdiction—and so it is best to ask an attorney or accountant for assistance in this matter.
- You can also try contacting your local Chamber of Commerce for advice or consulting the U.S. Small Business Administration's website.^{[22]
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  U.S. Small Business Administration
  U.S. government agency focused on supporting small businesses
  
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3
Register with the Kentucky Department of Revenue. State law requires your LLC to register with the Kentucky Department of Revenue for state tax purposes.^{[23]
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- You can also obtain Form 10A100 (Kentucky Tax Registration Application), fill it out, and mail it to the Kentucky Department of Revenue, Taxpayer Registration Section, P.O. Box 299, Station 20, Frankfort, KY 40602-0299.
- If you are filling out the form by hand, be sure to read the attached instructions thoroughly before doing so.
4
File your LLC's Annual Report. State law requires every LLC in Kentucky to submit an Annual Report to the Office of the Secretary of State every year in order to continue operating as an LLC in Kentucky, which largely serves to make sure the information you filed in your Articles of Organization remains currently accurate.^{[25]
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- By returning the annual report postcard you receive at your LLC's principal office address in January.
- By filing online.^{[27]
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- By printing your annual report and returning it to the Office of the Secretary of State by mail or in person.
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Tips

If your LLC will be a nonprofit^{[28]
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All forms necessary to form and operate an LLC in Kentucky are provided online on the Office of the Secretary of State's website.^{[30]
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LLCs in Kentucky are governed by Chapter 275 of the Kentucky Revised Statutes.^{[31]
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Warnings

Setting up a LLC can be a complicated process and, depending on the nature of your business, a thorough understanding of local, state, and federal laws and regulations and how they apply to your LLC is essential. It is best to consult with an attorney with LLC experience before you begin this process.

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