Business Filings Overview
This portion of the Kentucky Office of the Secretary of State's website contains information on how to register a business entity with the Commonwealth of Kentucky.
In addition to general business filing information, the Office of the Secretary of State also offers information on the following:
Annual Reports are required for most business entities that are registered with the Secretary of State's Office. Click here to view the recent changes to Kentucky law effecting annual reports.
The One-Stop Business Licensing Program is a program that allows users to cut through the 'red tape' of the business licensing process.
Click here to learn more about licensing, permitting, and registering your business in the Commonwealth of Kentucky.
Effective June 26, 2007
During the 2007 Session, the General Assembly enacted HB 334, which amended various business entity statutes. These amendments assist in reconciling inconsistencies between statutes. The largest amendments of HB 334 establish new requirements for business names and reservation of a business name.
The business entity most affected by the new legislation is the business trust. Under the new law, business trusts will adhere to the same filing requirements as other business entities. Beginning January 1, 2008, business trusts will be required to file annual reports and subject to administrative dissolution for failure to file by the deadline. Amended annual reports will also be permitted to be filed by business trusts and other business entities. Business trusts must also maintain a registered agent and registered office on file with the Secretary of State’s Office.
In response to the new filing requirements, the Secretary of State’s Office has created all new standardized filing forms for businesses to use. For easier use, all of the business filing forms in the Secretary of State’s Office have been revised. In addition to new headings, the forms also note the filing fees, which were added or amended as a result of the new filing requirements.
To read HB 334, click here. For a list of frequently asked questions regarding changes in Kentucky law on the qualification of foreign limited partnerships, foreign limited liability partnerships, and foreign business trusts, click here.
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Business Entities |
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One of the most important decisions a new business will make is selecting its form. Below is a link to brief descriptions of the type of business entities recognized in Kentucky. Selecting a business form involves decisions about tax treatment and liability for business debts. Accordingly, legal counsel should be consulted for additional guidance.
Please click here for more information regarding business entities.
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Registered Agent & Registered Office |
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Every corporation formed or doing business in Kentucky is required by law to maintain a registered agent and a registered office in Kentucky upon whom process (such as summons and subpoenas) may be served. Selecting a registered agent is important because service of process on the registered agent is deemed to be service on the corporation regardless of whether the registered agent actually forwards the notice to the corporation.
Please click here for more information regarding registered agent and registered office.
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Principal Office |
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The principal office is the office (in or out of Kentucky) so designated by the Secretary of State where the principal executive offices of a corporation are located. KRS 271B.1-400 (19); KRS 273.161 (9). The address must be provided in the articles of incorporation. The most recently reported principal office address appears in the annual report forms that are sent to every corporation each year. The principal office address of a corporation can be changed by completing the Statement of Change of Principal Office.
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On-Going Obligations of Corporations |
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Once a corporation (foreign or domestic, business or nonprofit) is registered with the Office of the Secretary of State, it has a few continuing obligations imposed by law. These are:
-Each year, file an annual report with the Secretary of State. KRS 271B.16-220; KRS 273.3671.
-Report any change in the corporation's registered agent or registered office on a Statement of Change of Registered Agent as soon as those changes occur.
-Report any change in the principal office address to the Secretary of State on a Statement of Change of Principal Office Address .
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Making Changes to the Corporation |
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Certain changes to a corporation cannot be accomplished without making a filing with the Secretary of State. These filings and the changes they cover include:
Articles of Amendment
Articles of amendment to the articles of incorporation can be filed to:
1. Change the corporate name;
2. Delete the names of the initial board of directors; or
3. Increase or decrease the total number of authorized shares.
Articles of amendment for a business corporation must comply with KRS 271B.10-060 and articles of amendment for nonprofit corporations must comply with KRS 273-267. The Secretary of State does not provide forms for articles of amendment to the articles of incorporation. Filing fees are set by statute.
Articles of Merger
A business corporation can merge with another corporation, a limited liability company, or a limited partnership. KRS 271B.11-010; KRS 271B.11-080. Nonprofit corporations can merge with another nonprofit corporation. KRS 273.277. Both types of mergers are formally accomplished by the filing of articles of merger with the Secretary of State. Forms are not furnished for articles of merger. Filing fees are set by statute.
Articles of Dissolution
When a corporation wishes to cease doing business, articles of dissolution can be filed with the Secretary of State if authorized by statute. Articles of dissolution for a business corporation must comply with KRS 271B.14-030, and articles of dissolution for a nonprofit corporation must comply with KRS 273.313. The Secretary of State does not provide forms for articles of dissolution. Filing fees are set by statute.
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Name Availability & Reserving a Name |
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Generally, the name of any business entity must be distinguishable from other business entity names on file in the Secretary of State's office. KRS 271B.4-010; KRS 273.177. This includes the names of existing Kentucky corporations, both profit and nonprofit, foreign corporation authorized to do business in Kentucky, limited partnership filed with the Secretary of State, limited liability companies, and limited liability partnership, as well as assumed names, and names reserved or registered with the Secretary of State.
The Secretary of State's acceptance of a business entity's name simply means that the name is "distinguishable upon the records" of the Secretary of State. Acceptance of a name does not mean that the name is necessarily protected for use in selling products or rendering services.
A preliminary name availability check can be made by writing to the Secretary of State, by phoning (502) 564-2848, or by checking the Name Availability Search on this website. This preliminary check is not statutorily required, is not binding upon the Secretary of State, and does not confer any rights to the name. The availability of a name can change at any time. A name may be reserved to ensure availability. An Application for Reserved Name is available from the Secretary of State to reserve a name prior to formation of a particular business.
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Assumed Names |
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A Certificate of Assumed Name must be filed if an individual, corporation, limited liability company, business trust or any type of partnership conducts business under an assumed name or style other than its "real name" as defined in KRS 365.015 (1). Assumed name filings for sole proprietorships are filed only with the county clerk in the county in which the individual's principal place of business is located. For all other entities, the Certificate of Assumed Name must be filed with the Secretary of State and the county clerk where the entity maintains its registered agent for service of process or, if no registered agent for service of process is required, then with the county clerk of the county where the entity maintains its principal office. If the entity does not maintain a registered agent for service of process and does not maintain a principal office in the Commonwealth, then the certificate of assumed name shall be filed with only the Secretary of State. The assumed name shall be distinguishable upon the records of the Secretary of State from every other name on file with the Secretary of State as discussed above in the Name Availability section. A Certificate of Assumed Name for corporations, limited liability companies, general partnerships, limited partnerships, limited liability partnerships, and business trusts is available from the Secretary of State.
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Annual Business Filing Statistics |
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Contact |
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For more information regarding filings, please contact the Filings Branch of the Office of the Secretary of State:
- by phone at (502) 564-2848;
- by fax at (502) 564-4075;
- by Email; or
- by mailing your inquiry to: Office of the Secretary of State
Filings Branch
700 Capital Avenue
PO Box 718
Frankfort, KY 40602
The Office of the Secretary of State is open Monday through Friday, 8:00 am to 4:30 pm EST.
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