Form an LLC in Kentucky

What is different about forming an LLC in Kentucky

Kentucky charges $40 to file Articles of Organization and $15 for the annual report. The recurring cost that sits outside the Secretary of State is at the Department of Revenue. KRS 141.0401(2)(a) imposes an annual Limited Liability Entity Tax on "every corporation and every limited liability pass-through entity doing business in Kentucky," at the greater of the computed amount or "one hundred seventy-five dollars ($175), regardless of the application of any tax credits." Three more points shape the first two years:

• The annual report deadline is a fixed calendar date for every entity, not a formation anniversary, and the statutory fee schedule carries no late charge. What follows June 30 is that the Secretary of State may commence administrative dissolution instead.
• Reinstatement runs through two agencies: KRS 14A.7-030(1)(d) requires a Department of Revenue tax certificate on top of the Secretary of State's $100 penalty.
• Assumed names are registered at the state level first. The certificate goes to the Secretary of State, and a file-stamped copy then goes to a county clerk.

Filing the Articles of Organization

An organizer forms a Kentucky LLC by delivering Articles of Organization to the Secretary of State for filing, under KRS 275.020(1). The Division of Business Filings publishes the state form: Form KLC, "Articles of Organization / Limited Liability Company," revised 7/25.

KRS 275.025(1) makes the required contents short and exhaustive: the LLC's name, the street address of its registered office with its initial registered agent there, the mailing address of its initial principal office, and a statement of whether the company is manager-managed or member-managed. No member or manager has to be named at formation, and Article IV of Form KLC reduces the management question to a checkbox.

The fee is $40.00 under KRS 275.055(1), and Kentucky sets one fee per document type rather than pricing online filings apart from paper. Filings can go through FastTrack, the Secretary of State's online index, which also handles annual reports, agent changes, assumed names and reinstatements. Paper filings go to the Office of the Secretary of State, P.O. Box 718, Frankfort, KY 40602-0718, and must include one exact or conformed copy; a FastTrack filing needs none. KRS 14A.2-060 and KRS 275.055 enumerate every charge the Secretary of State collects, and neither lists an expedite fee.

KRS 14A.2-165 exempts a veteran-owned business organized after August 1, 2018 from the filing fee for articles of organization, amendments and restatements; Form KLC carries a veteran checkbox requiring a DD-214 or active-duty military ID. Proof of filing comes back by mail: the KLC instructions state that "a file stamped postcard will be sent to the principal office address," and an alternate address takes a written request filed with the document. That principal office may sit outside Kentucky; only the registered office may not. Companies formed elsewhere register instead through an Application for Certificate of Authority at $90.00, with withdrawal at $40.00; see the Kentucky foreign LLC guide.

Naming a Kentucky LLC

KRS 14A.3-010(3) gives Kentucky LLCs four acceptable endings: "limited liability company," "limited company," "LLC" or "LC." Within those, "limited" may be abbreviated "Ltd." and "Company" may be abbreviated "Co." A professional LLC uses the professional equivalents, "PLLC" or "PLC." The Secretary of State adds a rule the statute does not contain: the KLC instructions require an abbreviation of "limited company" to be written "LTD CO."

The availability standard in KRS 14A.3-010(1) is distinguishability from any name already on record with the Secretary of State. Names are checked through the Business Entity Search at sosbes.sos.ky.gov, which searches by business name or organization number. A name can be held ahead of filing: KRS 14A.3-020(1) reserves it "for the applicant's exclusive use for a one hundred twenty (120) day period," renewable for another 120 days by applying during the 30 days before it expires, at a $15.00 fee under KRS 14A.2-060(1)(b).

Operating under an assumed name

A Kentucky LLC that trades under a different name files a Certificate of Assumed Name, and the filing happens twice. KRS 365.015(3) requires it to be delivered to the Secretary of State with one exact or conformed copy, after which a copy "stamped as 'filed'" is filed with "the county clerk of the county where the entity maintains its registered agent for service of process." The state fee is $20.00 for the certificate, each amendment and each renewal, under KRS 365.015(11); the county clerk's fee comes from KRS 64.012.

The certificate lasts five years and is renewed for successive five-year terms by filing within the six months before it expires. It is a disclosure filing, not a trademark: KRS 365.015(7) states that filing one "shall not automatically prevent the use of that name or protect that name from use by other persons."

Registered agent and registered office

KRS 275.115 requires every domestic Kentucky LLC to "continuously maintain in this Commonwealth a registered office and a registered agent." Under KRS 14A.4-010(1)(b), the agent is either an individual residing in Kentucky or an entity qualified to transact business here, in each case with a business address identical with the registered office. That office must be a Kentucky street address; Article II of Form KLC is labeled "Street Address Only (No Post Office Box Numbers)." KRS 14A.4-010(2) makes the appointment effective only when the agent signs the appointing document or delivers a written acceptance to the Secretary of State, which is why Form KLC carries a "Signature of Registered Agent" consent block.

Kentucky then adds an ongoing duty that the formation filing does not mention. KRS 14A.4-010(3) requires the LLC to supply its registered agent with the name, business address and business telephone number of a natural person authorized to receive the agent's communications, and to keep that current; an agent whose company stops doing so may resign. Changes are filed as a statement of change at $10.00 under KRS 14A.2-060(1)(g). More detail sits in the Kentucky registered agent guide.

The Kentucky annual report

Every Kentucky LLC delivers an annual report to the Secretary of State under KRS 14A.6-010, applied to LLCs by KRS 275.190. The report confirms the registered office and agent, the principal office address, and, for a manager-managed LLC, the name and business address of each manager. The fee is $15.00 under KRS 14A.2-060(2)(a).

The window is the same for everyone. KRS 14A.6-010(3) requires reports "between January 1 and June 30 of each following calendar year," so companies organized in March and in November share a June 30 deadline, and the first report falls in the year after organization. There is no report at formation. A veteran-owned business is exempt from the fee for its first four years, but KRS 14A.2-060(2)(b) states it "is not exempt from any filing requirement or deadline."

Missing June 30 costs nothing in fees and a great deal in standing: no late, penalty or delinquency charge for an annual report appears in KRS 14A.2-060. KRS 14A.7-010(1)(a) instead lets the Secretary of State commence administrative dissolution for failure to deliver the report by its due date, and KRS 14A.7-020(2) gives a 60-day fuse: if the entity does not correct each ground within 60 days from the date the notice was mailed, the Secretary of State signs a certificate of dissolution and the company may carry on only what is necessary to wind up.

Coming back requires the Department of Revenue as well as the Secretary of State. KRS 14A.7-030(1) requires a reinstatement application to contain a Department of Revenue certificate reciting that all taxes owed by the entity have been paid, and to carry the $100.00 reinstatement penalty plus the current fee for each delinquent annual report. Reinstatement is barred once the entity has wound up, liquidated and notified claimants. Voluntary closure is covered in the Kentucky LLC dissolution guide.

Limited Liability Entity Tax

KRS 141.0401(2)(a) applies the Limited Liability Entity Tax to every limited liability pass-through entity doing business in Kentucky, measured on Kentucky gross receipts or Kentucky gross profits, at the greater of the computed amount or $175 per taxable year. Under the $3,000,000 thresholds in KRS 141.0401(2)(b), a company below that level of receipts or profits from all sources pays the $175 minimum and nothing more.

Members receive a nonrefundable credit for their proportionate share, but KRS 141.0401(3)(b) computes it only "after the amount of tax paid has been reduced by the minimum tax of one hundred seventy-five dollars ($175)," so the floor is a real annual cost rather than a prepayment. Returns are due on or before the 15th day of the fourth month after the close of the taxable year, April 15 for a calendar-year company: a different agency and a different date from the June 30 Secretary of State report.

Federal disregarded status does not remove the tax. The Department of Revenue's Form 725 instructions state that "a single member LLC is classified as a limited liability pass-through entity per KRS 141.010(22) and is subject to the limited liability entity tax per KRS 141.0401(2)." Form 725, the Kentucky Single Member LLC Individually Owned Income and LLET Return, is the return for a single-member LLC owned by an individual, estate, trust or general partnership.

Other Kentucky tax and registration touchpoints

Profits that pass through to members land on Kentucky individual returns at a flat rate: the Department of Revenue's 2026 withholding formula sets the 2026 Kentucky tax rate at 3.5% of taxable income with a $3,360 standard deduction. Sales and use tax is imposed at 6 percent of gross receipts or purchase price on retail sales of tangible personal property, digital property and certain services, and there is no local add-on: the Department of Revenue states that "there are no local sales and use taxes in Kentucky," so one rate applies statewide. More on these obligations is in the Kentucky LLC tax guide. State tax accounts are opened with Form 10A100, the Kentucky Tax Registration Application, filed online through MyTaxes.ky.gov or on paper.

Licenses at the state and local level

Kentucky issues no statewide general business license. The Kentucky Business One Stop portal states "Kentucky does not have a statewide business license that applies to all businesses, but certain types of businesses are required to have a special license or permit," and that more than one may be required. The requirement that does reach most companies is local: One Stop notes that many cities and counties require a local business license or impose an occupational tax on firms conducting business in their jurisdiction, and directs new companies to the city or county where the principal place of business in Kentucky will be located.

EIN and operating agreement

An EIN is issued by the IRS rather than by any Kentucky agency; the EIN guide covers the application. Kentucky lists no operating agreement among the four items in KRS 275.025(1), and KRS 275.015(21) recognizes one that is "written or oral," with a single member's own executed writing about the company's affairs counting "regardless of whether the writing constitutes an agreement"; see the operating agreement guide.

Frequently asked questions

How much does it cost to file Kentucky Articles of Organization?

KRS 275.055(1) sets the fee at $40.00, and it is one fee with no separate online, mail or in-person price. A veteran-owned business organized after August 1, 2018 is exempt from that fee under KRS 14A.2-165, and the Form KLC carries a veteran checkbox requiring a DD-214 or active-duty military ID.

When is the Kentucky LLC annual report due?

KRS 14A.6-010(3) requires the annual report to be delivered to the Secretary of State between January 1 and June 30 of each year, the same window for every entity regardless of when it was organized. The fee is $15.00. A Kentucky LLC formed this year files its first annual report in that window next year; there is no report at formation.

What happens if a Kentucky LLC misses the June 30 annual report deadline?

The statutory fee schedule at KRS 14A.2-060 contains no late or penalty fee for an annual report. Instead, KRS 14A.7-010(1)(a) lets the Secretary of State begin administrative dissolution, and under KRS 14A.7-020(2) the LLC has 60 days from the date notice is mailed to correct the default before a certificate of dissolution is signed.

Does a Kentucky LLC pay the Limited Liability Entity Tax?

Yes. KRS 141.0401(2)(a) applies the Limited Liability Entity Tax to every limited liability pass-through entity doing business in Kentucky, at the greater of the computed amount or $175 per year, regardless of tax credits. The return is due on or before the 15th day of the fourth month after the close of the taxable year.

Can a Kentucky LLC name end in LC instead of LLC?

Yes. KRS 14A.3-010(3) permits limited liability company, limited company, LLC or LC, and allows limited to be abbreviated Ltd. and Company to be abbreviated Co. The Form KLC instructions add one Secretary of State rule: an abbreviation of limited company must be written LTD CO.

How does a Kentucky LLC register an assumed name?

It is a two-office filing. The Certificate of Assumed Name is delivered to the Secretary of State with a $20.00 fee under KRS 365.015(11), and one copy stamped filed by that office then goes to the county clerk of the county where the LLC maintains its registered agent. The certificate runs five years.