Incorporating in Kentucky

Incorporating in Kentucky

For complete and current information concerning Kentucky corporations you should go to the Kentucky Secretary of State web site. The following is not an attempt to present all you need to know when forming a corporation in Kentucky but rather to call your attention to just some of the basic information and requirements you may want to know as you submit information to form your corporation.

The information herein is cited from the Kentucky Secretary of State web site and while we make every effort to ensure its accuracy, MaxFilings cannot and does not guarantee that all of the information is accurate or complete and/or current and it should therefore be independently verified.

Kentucky corporation name:

A Kentucky corporation’s name must contain the word "corporation", "incorporated", "company", or "limited", or an abbreviation thereof. Except as may be authorized under the law, the corporation’s name must be distinguishable from any name of record with the Secretary of State. The name cannot contain anything that states or implies the corporation is organized for a purpose other than that permitted by Kentucky law and its articles of incorporation.

Kentucky corporation board of directors:

Each Kentucky corporation shall have a board of directors provided however that a corporation with no more than 50 shareholders may dispense with or limit the authority of the board of directors by describing in its articles of incorporation who will perform some or all of the duties of the board of directors. The board of directors shall consist of one or more persons, the number being specified, or fixed in accordance with, the articles of incorporation or bylaws. The articles of incorporation or bylaws may set forth qualifications for directors who need not be residents of Kentucky or shareholders of the corporation unless required by the articles of incorporation or bylaws.

Kentucky corporation officers:

A Kentucky corporation shall have the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws. If authorized by the bylaws or the board of directors, a duly appointed officer may appoint one or more officers or assistant officers. Officers shall have the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties set forth by the board of directors or an officer authorized by the board of directors to prescribe the duties of other officers. The bylaws or the board of directors shall delegate to one of the officers responsibility for preparing minutes of board of directors' meetings and shareholders' meetings and for authenticating the corporation’s records. The same person may simultaneously hold more than one office in a corporation.

Kentucky corporation shareholders’ meetings:

Kentucky corporations shall hold annual shareholders’ meetings at a time stated in, or fixed in accordance with, the bylaws. Annual shareholders' meetings may be held in or out of Kentucky at the place stated in, or fixed in accordance with, the bylaws. If no place is stated in, or fixed in accordance with, the bylaws, annual shareholders’ meetings shall be held at the principal office of the corporation. Special shareholders’ meetings may be held on call of the board of directors or the person(s) authorized to do so by the articles of incorporation or bylaws; or if the holders of at least 1/3rd (or such higher or lower percentage as may be set forth in the articles of incorporation) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the secretary of the corporation one or more written demands for the meeting describing the purpose or purposes for which it is to be held. Special shareholders' meetings may be held in or out of Kentucky at the place stated in, or fixed in accordance with, the bylaws. If no place is stated in, or fixed in accordance with, the bylaws, annual shareholders’ meetings shall be held at the principal office of the corporation. Kentucky law sets forth procedures for a court-ordered meeting under certain conditions.

Kentucky corporation board of directors’ meetings:

Regular or special board of directors’ meetings may be held in or out of Kentucky.

Kentucky taxes:

Visit the Kentucky Department of Revenue web site.

Kentucky Registered Agent:

Kentucky corporations are required to have a registered agent in Kentucky. By having MaxFilings provide you with a professional registered agent, you can be assured that all legal documents, tax documents, annual reports, and correspondence with the state and regulatory agencies will be handled promptly, professionally, and efficiently.

Start forming your corporation now:

If you’re ready to form a Kentucky corporation with MaxFilings, you can start entering your information now. You’re under no obligation, and there is no charge until you actually place your order.