Filing your Articles of Incorporation Kentucky is the most important part of establishing your corporation. This document must be filed with the secretary of state and needs to include the correct information.

Requirements to Incorporate in Kentucky

Drafting your Articles of Incorporation is the main requirement when incorporating in Kentucky. Unless you choose a later incorporation date, your company will legally exist as soon as you file this document. When filing your Articles of Incorporation, you should make sure that you are filing in the county where your registered agent's address is located. Typically, your business will be incorporated between three and five days after filing your Articles of Incorporation.

Make sure to include the following information in your Articles of Incorporation:

  • Your corporate name
  • The principal office mailing address
  • The structure you have chosen for your corporate stock
  • The name of your registered agent and the address of their registered office
  • Contact information for your incorporators

Prior to filing your Articles of Incorporation, you need to select a suitable name for your corporation. If you already have a name in mind, you should research its availability. You can check the availability of your corporation's name by visiting the website of the Kentucky secretary of state, stopping by the office in person, or by phone. If the name you want to use for your corporation is available, you can file an application to reserve your name for a 120-day period.

Your corporation's name should include one of the following approved designators:

  • Company
  • Corporation
  • Incorporated
  • Limited
  • Abbreviations of the above

In Kentucky, as in other states, using certain words in your corporation's name requires state approval:

  • Bank/Banking
  • Engineer/Engineers/Engineering
  • Insurance

You may not use the word "cooperative" in the name of your corporation.

Incorporators and Directors

If you wish to incorporate your business in Kentucky, you need to choose an incorporator, which is a person that will sign and file your formation documents.

You will need to follow a few simple rules when choosing an incorporator for your company:

  • One incorporator is required, but you can choose to have more.
  • Only people can serve as incorporators.
  • If you have not named your company directors in your Articles of Incorporation, your incorporator(s) must elect these directors during a meeting. In this meeting, incorporators can also name company officers and adopt bylaws.

After you have chosen your incorporator, you should select directors for your corporation. Directors hold many responsibilities, including managing your company, strategizing, and setting policy. If the directors don't want to fulfill these duties themselves, they can delegate these tasks to corporate officers. While there is no upper limit to the number of directors you can have in your corporation, you need to appoint at least one.

You should state how many directors your corporation will possess either in your bylaws or your Articles of Incorporation. In these documents, you can also outline what qualifications a person must possess to serve as a director in your company. Unless you state otherwise in your formation documents, corporate directors do not need to be company shareholders or Kentucky residents. Directors do not necessarily need to hold meetings to fulfill their responsibilities, as they are allowed to act in writing.

Kentucky Registered Agent

You also need to choose a registered agent for your corporation. Registered agents are representatives of your company that accept delivery of legal documents mailed to your business. Kentucky requires that your Articles of Incorporation name your registered agent. Your agent's registered office is their business address.

When specifying your registered agent, you need to fulfill a few basic requirements. First, in your formation documents, you should list both your registered agent's name and the street address where they will receive your corporation's legal documents. Your registered agent must agree in writing to the position.

Corporations in Kentucky cannot serve as their own registered agent. The following entities can serve as a registered agent in this state:

  • Kentucky residents
  • Corporations that can do business in the state
  • Limited liability companies formed in or that can do business in the state.

Your Kentucky registered agent should possess a physical street address in the state, and this address should be the same as the business address listed in your company's formation documents. Your agent's address can be the same as your corporation's address if you have selected a company employee to serve this role.

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