1. What is a Kentucky LLC?
2. Steps
3. Pros
4. Cons
5. FAQs

What is a Kentucky LLC?

A Kentucky LLC, or limited liability company, is the formation of a legal entity that is considered a hybrid. The business structure falls between that of a corporation and a partnership.

Steps

The following are the initial steps in setting up an LLC.

Step 1. Choose a name that clearly defines your products or services. Select a name that will be easy for customers/clients to find when searching the internet. The business name must include LLC, L.L.C, or the words Limited Liability Company.

Step 2. Go to the Secretary of State website and use the search name availability feature to find out if the name you've chosen is available.  

Step 3. If you are planning to use a trademark, search the government database for similar marks. 

Step 4. In Kentucky, you must designate either a business or a person to serve as the registered agent for your LLC. The registered agent is responsible for receiving and sending any legal papers associated with the LLC.

Step 5. Create an operating agreement, optional.

Step 6. An LLC must file Articles of Organization with the Secretary of State. The required information when filing includes the name and physical address of the LLC, the registered agent's name and physical address, the date the articles will go into effect, and the date, name, title, and signature with the current date of the organizer. 

Step 7. Once your LLC is formed, several steps may be necessary:

  • Registering with the Department of Revenue.
  • Registering for Employee Withholding Tax and Unemployment Insurance Tax, if applicable.
  • Registering for Kentucky Sales Tax, if applicable.
  • Requesting a free EIN (Employer Identification Number from the IRS. An EIN is necessary when filing federal and state taxes if you're filing as a corporation, or if the LLC has employees. 

Pros

An operating agreement lays out the structure of how the business will be managed. It is good to have an operating agreement, but Kentucky does not require one. 

Should you decide to create an operating agreement, which Kentucky considers a governing document, it does not have to be filed along with the Articles of Organization. 

For businesses already operating an LLC elsewhere, if you're planning to do business in Kentucky you must file as a foreign LLC using Form FBE (Foreign Business Entity).

Cons

When choosing a registered agent, you can designate yourself or someone from the company, but the LLC cannot be designated to serve as the registered agent for itself. 

There is no late charge imposed if you miss the deadline for filing an annual report but if 60 days pass without the report being filed, the LLC will be dissolved. 

Should you choose to dissolve your company, you must do so in an official manner, otherwise, you may be subject to taxes, penalties, and legal action. 

FAQs

  • Are there any words I can't use when naming my LLC?

Yes. There are words specifically prohibited from use when selecting a name. You cannot use words that would confuse your business name with state or federal agencies such as FBI, CIA, Secret Service, IRS, or Treasury.

  • Once I select a name that is currently available, do I have to register it immediately?

No. You have up to 120 days to reserve a name. You would need to file Form RES (Reservation or Renewal of Reserved Name) with the Secretary of State. The form can be mailed or filed online. 

  • What information is needed to file Form RES?

The intended name being reserved along with the name and address of the person applying, management type (member or managed), a delayed date the name is to go into effect, if applicable, and the applicant's signature, the title of the applicant, and date the form is being filed. 

  • Are there restrictions on who can be a registered agent for my LLC?

Yes. If designating a person, that person must reside in Kentucky with a physical address. If you choose a corporation, the business must have authorization in Kentucky before transacting any business on your behalf. 

There are four options; the U.S. Small Business Administration, the Kentucky Business One Stop Portal, and your local Chamber of Commerce.  You may also opt to use a company offering professional research services. 

If you need help with a Kentucky LLC, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.