Are you looking to form a limited liability company (LLC) in Kentucky, but you’re not sure how the process works? There are several important steps to create a compliant Kentucky LLC that can do business in the state.
To get started, please reference our five-step guide below or hire an affordable online LLC formation service.
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What Is a Kentucky LLC?
The Kentucky LLC is one of the most popular business structures in the state. It’s a more casual and flexible type of business than a corporation but includes the personal asset protection that’s lacking in sole proprietorships and general partnerships.
LLCs in Kentucky have simple formation and maintenance requirements, several options for how they can be taxed, and flexible management. From one-person businesses to multi-member LLCs with several owners, the LLC is a popular choice for a reason.
Setting Up a Brand-New Kentucky LLC in 5 Steps
For the first part of this guide, we’ll cover the five essential steps to setting up a Kentucky business that doesn’t have employees yet. These steps also apply to businesses with employees, but we’re keeping things streamlined to start. If you do have employees, make sure you complete these steps and the steps for employers (which we’ll cover later in the guide).
Step One: Choose a Business Name
Your LLC’s name is often the first impression you get to make on potential customers, and therefore it goes without saying that this is an important step. There are a few different aspects to consider when naming your business.
Legalities
In the state of Kentucky, you’re required by law to meet several requirements for your business name. Here’s a quick glimpse at the rules for LLCs:
- Your name must include the abbreviations “LC” or “LLC” or the phrases “Limited Liability Company” or “Limited Company”
- Your name cannot include language that implies a purpose other than what is permitted by law and what aligns with your stated business purpose
- Your name must be “distinguishable on the record” or distinct from the names of other entities in the state
For more information on naming rules in Kentucky, please consult the Entity Name Section of Kentucky’s Business Entity Filing Act.
Explanatory Naming
Another aspect to consider is including language that explains what your business does ― for example, if you’re starting a coffee shop, put the word “coffee” or “brew” in your LLC name. Additionally, if your business has strong values like being environmentally friendly, you can indicate that by including the word “green.” This helps potential customers know exactly what to expect from your business.
Once you’ve picked the perfect name for your business, you don’t want to lose it to another aspiring entrepreneur. Thankfully, Kentucky allows you to reserve your name if you’re not quite ready to register your business. To do that, you’ll need to file the Reservation or Renewal of Reserved Name form online along with a $15 filing fee.
Filing this reservation protects your chosen name for your exclusive use for 120 days. You can learn more about name reservations here.
Step Two: Appoint a Registered Agent
Every LLC in Kentucky is required to designate a registered agent, which is the individual or registered agent service that receives government correspondence on behalf of your business, then forwards those documents to you.
When you appoint a Kentucky registered agent, here are the state requirements to be mindful of:
- Every entity that files with the Secretary of State (both domestic and foreign entities) must appoint a registered agent
- The agent must be an individual resident of Kentucky OR a business with the authority to transact business in the state
- The agent must sign to formally accept the appointment; alternatively, the registered agent can provide their consent in writing to the Secretary of State
- An agent must be continuously maintained
You can find a full rundown of the state laws here.
Without a registered agent, you could lose your good standing with the state of Kentucky, and the state also has the right to dissolve your LLC if they decide to. In a worst-case scenario, you could miss the alert regarding a lawsuit against your company, which could even lead to a judgment against your business because you didn’t defend yourself.
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Step Three: File Formation Documents
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Once you are ready to form your Kentucky limited liability company, you will fill out the Articles of Organization. You can either do this on your own or hire a Kentucky LLC service. Some services, like ZenBusiness, even offer free LLC formations (just pay the state’s fee).
This is the document that will register your LLC with the state. You’ll want to ensure all of the following information is correct on the form:
- Your chosen business name
- Name and address of your registered agent and registered office
- Mailing address of your primary office location
- Management structure for the LLC: members or managers
- If your business is veteran-owned
- Name and signature of the organizer
- Signature of registered agent
Kentucky keeps the Articles of Organization filing process pretty simple; there aren’t a ton of extra steps to complete. If you fill out the requested information, you’re largely set to go. That said, make sure that you include the written consent of your registered agent or have your agent send a letter to the Secretary of State consenting to the appointment (before you file the Articles). Not all states require this additional step, but Kentucky does.
- Total cost: $40
- Processing speed: 1 business day online, 3-5 business days on paper
Step Four: Draft an Operating Agreement
After you register an LLC in Kentucky, create a detailed outline that explains how you will run and manage your new business. Even though it doesn’t need to be filed with the state, put one together and keep it for your records.
When you open a bank account, you may be asked for this document in order to open an account. You’ll also want to keep in mind that any future business partners or managing members may also be interested in seeing your operating agreement before joining your company. After all, this document essentially serves as your overall plan for success.
An attorney can help you outline your operating agreement or create one from a free template online. You can read more about operating agreements, but some of the basic information you’ll want to have includes:
- Individual members’ ownership percentages
- Rights and responsibilities
- Voting powers and meeting guidelines
- Allocation of profits and losses
- Management rules for the LLC
- Provisions for buying out a member-owner or transferring their shares in the case of illness or death
Step Five: Get Licenses & Permits
Kentucky law requires an LLC to obtain all necessary licenses and permits before starting operations. The type and cost of the permits that your business may require vary depending on the nature of the services your LLC offers. Some businesses won’t even need licenses. That’s especially true since Kentucky does not have a general statewide business license.
That said, we recommend that every LLC owner check the Occupational Licenses & Permits page to see if there are any industry-specific licenses that apply to your business. For example, Kentucky requires licenses for barbers, dentists, fertilizer distributors, and more. The state page will help you see if there are any licenses required for your trade.
Last but not least, you should check with your city or county to see if they maintain any licensure requirements.
Next Steps for Newly Formed LLCs
1. Obtain a Business Bank Account
One of the most important aspects of running an LLC is ensuring that your business funds remain separate from your personal finances. And to do that, you’ll need a separate bank account for your business.
Obtaining a business bank account is pretty simple, and you can choose the financial institution you like best. Some banks will ask to review your LLC’s operating agreement, and it’s a near-certainty that they’ll ask to see your EIN (Employer Identification Number). This is a free registration with the IRS, and the number acts a lot like a Social Security number for a business.
Once you have your account, you’ll be able to get checks, make payments using your business card, and so on.
If you failed to get a business bank account, you would technically be blurring the line between your personal accounts and your business accounts. That compromises your personal asset protection.
2. Prepare for Tax Time
Regardless of how far away April 15th is, it’s never too soon to prepare for tax time and set up accounting software. As an LLC owner, the exact tax rates you’ll pay depend on the taxation structure you choose for your business. If you choose to be taxed as a corporation, the LLC itself will pay taxes from its own funds. Meanwhile, LLCs taxed as pass-through entities don’t technically pay taxes; their members do. The profits are distributed to the LLC’s members, and each member reports that income on Schedule C of their personal taxes.
If you choose to be taxed as a corporation, you’ll pay the following rates:
- Federal: 21%
- State: 5%
Meanwhile, LLCs taxed as pass-through entities pay these rates:
- Federal: 10-37%
- State: 5%
In order to compliantly file and pay your taxes, you’ll fill out a complete copy of federal Form 1065 including all federal K-1s, statements, and attachments. Kentucky is one of the few states that has a flat rate for both corporate and individual income tax. If you’re taxed as a corporation, you’ll use Form 720, while businesses taxed as pass-through entities file form 740 instead.
Beyond that, if you’re involved in retail sales, you’ll be expected to collect and pay the state’s 6% sales tax. This applies to a lot of businesses, but it’s pretty simple to manage. Once you’ve covered those, you’ll need to keep industry-specific taxes on your radar. For example, Kentucky requires taxes and fees for vapor products, tobacco, and more. You can learn more about miscellaneous taxes at the Kentucky Department of Revenue.
Because taxes can be incredibly complicated, we highly recommend consulting with a business attorney or accountant to ensure that you cover all requirements on the state and federal levels.
3. Be Ready to File Your Annual Report
All business owners operating in Kentucky must complete an Annual Report every year. Not only does this filing demonstrate that your business is still open, but it also keeps the state up-to-date regarding some pertinent information regarding your business that may have changed over the course of the year.
It is easy to file the form online, and Kentucky only charges a $15 fee. There’s also a fairly wide window of opportunity to file it: January 1 to June 30. Be sure to file sometime during that window to avoid noncompliance and late fees.
4. Consider Business Insurance
The big advantage of the LLC is that it offers you personal asset protection. But that doesn’t mean that mishaps won’t happen along the way. We highly recommend obtaining a general liability policy with the right coverage for your business.
In the event of a mishap or natural disaster, an insurance policy can help you navigate unexpected expenses. Be sure to compare your different options to get the best coverage for your particular type of business.
Extra Steps for Businesses with Employees
When you’re operating as a one- or two-person show, operating a business is relatively streamlined. Things get more complicated when you bring employees into the picture, but employees also help raise your business to new heights. But to reach those heights, you need to comply with employee-related legal requirements.
Step One: Address Employee-Related Taxes
Obtaining an EIN does more than allow you to get a business bank account. It also lays the groundwork for other taxes, such as Social Security and withholding taxes. For example, you’re required to withhold income taxes from employee paychecks, make Social Security and Medicare tax payments, and pay unemployment fund taxes. For more information on employer taxes at the federal level, look here.
There are similar taxes on the state level. For example, Kentucky requires withholding taxes, contributions to the state unemployment insurance fund, and more. We recommend consulting with the Department of Revenue and the Kentucky Office of Unemployment Insurance to learn what taxes apply to you and your business.
Step Two: Obtain Additional Insurance
Almost every Kentucky business with employees is strictly required to get workers’ compensation insurance. For more information on this policy, we recommend consulting the Labor Cabinet’s Workers’ Compensation pages.
If you haven’t already obtained a general liability policy, we highly recommend that you do so when you bring employees into the business. The more people you have involved in a business, the higher your risk of needing general liability insurance.
Of course, proper care and discretion will eliminate most problems, but incidents happen — from faulty products to an employee slipping and falling. And in some cases, insurance can be the difference between a minor hiccup and a budget-breaker.
Step Three: Enlist Help
For some entrepreneurs, part of the fun of running a business is the opportunity to wear lots of different hats: accountant, manager, marketer, quality control expert — it’s a near-endless list. And if your business is still pretty small, you might be able to handle many of these tasks yourself, especially if you’re prepared with a business administration degree.
But if you aren’t (and it certainly isn’t a prerequisite), some of these tasks may leave you feeling overburdened or out of your depth. For instance, navigating employer-related taxes might steal valuable time that you’d rather spend promoting your business or developing a new product. An accountant or tax attorney, however, knows those tasks like the back of their hand. You may decide it’s worth the added expense to enlist their help.
Ultimately, it’s your decision whether to bring in professionals or DIY. But in our opinion, it’s often worth it to get help from specialized pros.