Start My Business

Resources
Get Help

 Choose a Name and Structure 

One of the first decisions to make when starting a business is choosing the most appropriate legal structure for your business. There are several important factors to consider when choosing a business structure. Two of the most important questions to answer are:

  1. How does the structure impact my personal liability for things that happen in the business?
  2. How does the structure affect the amount of tax I will have to pay?

It is good, sound business judgment to seek advice from an accountant and/or attorney before starting a business. The particular structure you choose may save you money and provide greater protection of your personal assets, such as your house, vehicle, etc. The information below is intended to provide a quick summary of basic business structures, but it should not be considered a substitute for professional legal or tax advice regarding your business.

If you’re not sure which business structure you want to use, please see the Choose a Structure Wizard

Business Entities

An in state business entity is any business entity created under the laws of the Commonwealth of Kentucky. Choose an entity from the list below to learn more.

Sole Proprietorship

If you operate a sole proprietorship under the real name of the individual owner, no registration of the business name is required. As defined in Kentucky Revised Statute 365.015 (1),"the real name of an individual shall include his or her surname at birth, or his or her name as changed by a court of competent jurisdiction, or the surname of a married woman."

If a sole proprietorship is operated under any name that doesn’t include the owner's real name, a Certificate of Assumed Name must be filed with the county clerk in the county where the individual maintains their principal place of business. For example, if an individual in Franklin County whose real name is Jane Doe wants to operate a sole proprietorship under the name "Jane’s Deli", she would need to file a Certificate of Assumed Name with the Franklin County Clerk’s Office because she will be operating a business under a name that is different than her "real name." Contact the county clerk’s office for additional information on registering an assumed name for a sole proprietorship. Sole propietors do not file any paperwork with the Secretary of State.

In State General Partnership

If you operate an in state (established under the laws of the Commonwealth of Kentucky) general partnership under its real name, no registration of the business name is required in the Commonwealth of Kentucky. As defined in Kentucky Revised Statute 365.015 (1), the real name of an in state general partnership that is not a limited liability partnership and that has not filed a statement of partnership authority is that name which includes the real name of each of the partners. The real name of each partner shall include his or her surname at birth, or his or her name as changed by a court of competent jurisdiction, or the surname of a married woman. The real name of an in state general partnership that is not a limited liability partnership and that has filed a statement of partnership authority is the name set forth on the statement of partnership authority.

The real name of a general partnership that is a limited liability partnership is the name stated on the statement of qualification filed pursuant to KRS 362.1-1001 or predecessor law. A limited liability partnership (LLP) is a special type of general partnership. LLP's are required to file a Statement of Qualification with the Secretary of State.

If a general partnership is operated under any name other than its real name, a Certificate of Assumed Name along with one exact or conformed copy (may be a photocopy) must be filed with the Secretary of State's office. A file-stamped copy will be returned as evidence of filing.

One file-stamped copy of the Certificate of Assumed Name must then be filed with the county clerk where the partnership is considered a resident. As defined in Kentucky Revised Statute 186A.190(2), "a partnership shall be deemed a resident of the county in which its principal place of business in this state is located."

If you intend to operate under an assumed name, you may want to visit the Secretary of State's Name Availability Search website to see if your desired business name is available. The Name Availability Guidelines provide useful information concerning some of the legal requirements for naming your business

.

Kentucky partnership law can be found in Kentucky Revised Statute (KRS) 362, KRS 362.01, and KRS 362.02.

In State Limited Partnership

While not required, you may want to visit the Secretary of State's Name Availability Search website to see if your desired business name is available. The Name Availability Guidelines provide useful information concerning some of the legal requirements for naming your business.

If you operate an in state (established under the laws of the Commonwealth of Kentucky) limited partnership, you are required to submit a Certificate of Limited Partnership along with one exact or conformed copy (may be a photocopy) to the Secretary of State's office.

If an in state limited partnership is operated under any name other than its real name, a Certificate of Assumed Name along with one exact or conformed copy (may be a photocopy) must also be filed with the Secretary of State's office. As defined in Kentucky Revised Statute 365.015 (1), "the real name of an in state limited partnership is that name stated in its certificate of limited partnership filed pursuant to KRS Chapter 362.2-201 or predecessor law." A file-stamped copy of the Certificate of Assumed Name will be returned as evidence of filing.

One file-stamped copy of the Certificate of Assumed Name must then be filed with the county clerk where the partnership is considered a resident. As defined in Kentucky Revised Statute 186A.190(2), "a limited partnership organized under KRS Chapter 362 or as defined in KRS 362.2-102(14) shall be deemed a resident of the county in which its principal place of business is located, as set forth in its certificate of limited partnership or most recent amendment thereto filed pursuant to KRS Chapter 362 or 362.2-202. If such office is not located in this state, the debtor shall be deemed a nonresident for purposes of filing in this state."

Kentucky partnership law can be found in Kentucky Revised Statutes (KRS) 14A, KRS 362, KRS 362.01.

In State Limited Liability Company

While not required, you may want to visit the Secretary of State's Name Availability Search website to see if your desired business name is available. The Name Availability Guidelines provide useful information concerning some of the legal requirements for naming your business.

Limited liability companies in Kentucky are governed by Kentucky Revised Statutes (KRS) 14A and KRS Chapter 275.

To operate an in state (established under the laws of the Commonwealth of Kentucky) limited liability company, you must either file Articles of Organization online via the FastTrack Business Registration Portal or submit paper-based Articles of Organization (KLC) along with two exact or conformed copies (may be photocopy) with the Secretary of State's office. Two file-stamped copies will be returned to the limited liability company as evidence of filing. One file-stamped copy must then be filed with the county clerk of the county in which the limited liability company's registered office is situated.

If you operate an in state limited liability company under any name other than its real name, you must also file a Certificate of Assumed Name along with one exact or conformed copy (may be a photocopy) with the Secretary of State's office. As defined in Kentucky Revised Statute 365.015 (1), "the real name of an in state limited liability company is the name set forth in its articles of organization." A file stamped copy of the Certificate of Assumed Name will be returned to you as evidence of filing.

One file-stamped copy of the Certificate of Assumed Name must then be filed with the county clerk where the limited liability company is considered a resident. As defined in Kentucky Revised Statute 186A.190(2), "a limited liability company organized under KRS Chapter 275 shall be deemed a resident of the county in which its registered office is located, as set forth in its most recent corporate filing with the Secretary of State which officially designates its current registered office."

In State Professional Limited Liability Company

While not required, you may want to visit the Secretary of State's Name Availability Search website to see if your desired business name is available. The Name Availability Guidelines provide useful information concerning some of the legal requirements for naming your business.

Limited liability companies in Kentucky are governed by Kentucky Revised Statutes (KRS) 14A and KRS Chapter 275. The professional limited liability company designation is for businesses that provide professional services. Professional services mean the personal services rendered by physicians, osteopaths, optometrists, podiatrists, chiropractors, dentists, nurses, pharmacists, psychologists, occupational therapists, veterinarians, engineers, architects, landscape architects, certified public accountants, public accountants, physical therapists and attorneys.

To operate an in state (established under the laws of the Commonwealth of Kentucky) limited liability company, you must either file Articles of Organization online via the FastTrack Business Registration Portal or submit paper-based Articles of Organization/Professional Limited Liability Company (PLC) along with two exact or conformed copies (may be photocopy) with the Secretary of State's office. Two file-stamped copies will be returned to the limited liability company as evidence of filing. One file-stamped copy must then be filed with the county clerk of the county in which the limited liability company's registered office is situated.

If you operate an in state limited liability company under any name other than its real name, you must also file a Certificate of Assumed Name along with one exact or conformed copy (may be a photocopy) with the Secretary of State's office. As defined in Kentucky Revised Statute 365.015 (1), "the real name of an in state limited liability company is the name set forth in its articles of organization." A file stamped copy of the Certificate of Assumed Name will be returned to you as evidence of filing.

One file-stamped copy of the Certificate of Assumed Name must then be filed with the county clerk where the limited liability company is considered a resident. As defined in Kentucky Revised Statute 186A.190(2), "a limited liability company organized under KRS Chapter 275 shall be deemed a resident of the county in which its registered office is located, as set forth in its most recent corporate filing with the Secretary of State which officially designates its current registered office."

In State Non-profit Limited Liability Company

While not required, you may want to visit the Secretary of State's Name Availability Search website to see if your desired business name is available. The Name Availability Guidelines provide useful information concerning some of the legal requirements for naming your business.

Nonprofit Limited liability companies in Kentucky are governed by Kentucky Revised Statute Chapter 275, KRS 14A, and KRS 273.167. The professional limited liability company designation is for businesses that provide professional services. Professional services mean the personal services rendered by physicians, osteopaths, optometrists, podiatrists, chiropractors, dentists, nurses, pharmacists, psychologists, occupational therapists, veterinarians, engineers, architects, landscape architects, certified public accountants, public accountants, physical therapists and attorneys.

To operate an in state (established under the laws of the Commonwealth of Kentucky) limited liability company, you must either file Articles of Organization online via the FastTrack Business Registration Portal or submit paper-based Articles of Organization Non-profit LLC (NLC) along with two exact or conformed copies (may be photocopy) with the Secretary of State's office. Two file-stamped copies will be returned to the limited liability company as evidence of filing. One file-stamped copy must then be filed with the county clerk of the county in which the limited liability company's registered office is situated.

If you operate an in state limited liability company under any name other than its real name, you must also file a Certificate of Assumed Name along with one exact or conformed copy (may be a photocopy) with the Secretary of State's office. As defined in Kentucky Revised Statute 365.015 (1), "the real name of an in state limited liability company is the name set forth in its articles of organization." A file stamped copy of the Certificate of Assumed Name will be returned to you as evidence of filing.

One file-stamped copy of the Certificate of Assumed Name must then be filed with the county clerk where the limited liability company is considered a resident. As defined in Kentucky Revised Statute 186A.190(2), "a limited liability company organized under KRS Chapter 275 shall be deemed a resident of the county in which its registered office is located, as set forth in its most recent corporate filing with the Secretary of State which officially designates its current registered office."

In State Business Corporation

While not required, you may want to visit the Secretary of State's Name Availability Search website to see if your desired business name is available. The Name Availability Guidelines provide useful information concerning some of the legal requirements for naming your business.

Corporations in Kentucky are governed by Kentucky Revised Statute Chapter 271B and KRS 14A.

To operate an in state (established under the laws of the Commonwealth of Kentucky) corporation, you must either file Articles of Organization online via the FastTrack Business Registration Portal or submit paper-based Articles of Incorporation, Business Corporation (PAI) along with two exact or conformed copies (may be photocopy) with the Secretary of State's office. Two file-stamped copies will be returned to the limited liability company as evidence of filing. One file-stamped copy must then be filed with the county clerk of the county in which the limited liability company's registered office is situated.

If you operate an in state limited liability company under any name other than its real name, you must also file a Certificate of Assumed Name along with one exact or conformed copy (may be a photocopy) with the Secretary of State's office. As defined in Kentucky Revised Statute 365.015 (1), "the real name of an in state limited liability company is the name set forth in its articles of organization." A file stamped copy of the Certificate of Assumed Name will be returned to you as evidence of filing.

One file-stamped copy of the Certificate of Assumed Name must then be filed with the county clerk where the limited liability company is considered a resident. As defined in Kentucky Revised Statute 186A.190(2), "a corporation organized under KRS Chapter 271B, 273, or 274 shall be deemed a resident of the county in which its registered office is located, as set forth in its most recent corporate filing with the Secretary of State which officially designates its current registered office; A cooperative corporation or association organized under KRS Chapter 272 shall be deemed a resident of the county in which its principal business is transacted, as set forth in its articles of incorporation or most recent amendment thereto filed with the Secretary of State of the Commonwealth of Kentucky; A cooperative corporation organized under KRS Chapter 279 shall be deemed a resident of the county in which its principal office is located, as set forth in its articles of incorporation or most recent amendment thereto filed with the Secretary of State of the Commonwealth of Kentucky."

In State Professional Service Corporation

While not required, you may want to visit the Secretary of State's Name Availability Search website to see if your desired business name is available. The Name Availability Guidelines provide useful information concerning some of the legal requirements for naming your business.

Professional Service Corporations in Kentucky are governed by Kentucky Revised Statute Chapter 274 and KRS 14A. Professional service means any type of personal service to the public, which requires as a condition precedent to the rendering of service the obtaining of license or other legal authorization. The personal services which come within the provisions of Chapter 274 are the personal services rendered by, but not limited to, certified public accountants, public accountants, chiropractors, osteopaths, physicians and surgeons, doctors of medicine, doctors of dentistry podiatrists, chiropodists, architects, veterinarians, optometrists and attorneys-at-law.

To operate an in state (established under the laws of the Commonwealth of Kentucky) corporation, you must either file Articles of Organization online via the FastTrack Business Registration Portal or submit paper-based Articles of Incorporation, Professional Service Corporation (KPS), including two exact or conformed copies (may be photocopy) with the Secretary of State's office. Two file-stamped copies will be returned to the limited liability company as evidence of filing. One file-stamped copy must then be filed with the county clerk of the county in which the limited liability company's registered office is situated.

If you operate an in state limited liability company under any name other than its real name, you must also file a Certificate of Assumed Name along with one exact or conformed copy (may be a photocopy) with the Secretary of State's office. As defined in Kentucky Revised Statute 365.015 (1), "the real name of an in state limited liability company is the name set forth in its articles of organization." A file stamped copy of the Certificate of Assumed Name will be returned to you as evidence of filing.

One file-stamped copy of the Certificate of Assumed Name must then be filed with the county clerk where the limited liability company is considered a resident. As defined in Kentucky Revised Statute 186A.190(2), "a corporation organized under KRS Chapter 271B, 273, or 274 shall be deemed a resident of the county in which its registered office is located, as set forth in its most recent corporate filing with the Secretary of State which officially designates its current registered office; A cooperative corporation or association organized under KRS Chapter 272 shall be deemed a resident of the county in which its principal business is transacted, as set forth in its articles of incorporation or most recent amendment thereto filed with the Secretary of State of the Commonwealth of Kentucky; A cooperative corporation organized under KRS Chapter 279 shall be deemed a resident of the county in which its principal office is located, as set forth in its articles of incorporation or most recent amendment thereto filed with the Secretary of State of the Commonwealth of Kentucky."

In State Non-profit Corporation

While not required, you may want to visit the Secretary of State's Name Availability Search website to see if your desired business name is available. The Name Availability Guidelines provide useful information concerning some of the legal requirements for naming your business.

Nonprofit corporations in Kentucky are governed by Kentucky Revised Statute Chapter 273 and KRS 14A.

To operate an in state (established under the laws of the Commonwealth of Kentucky) non-profit corportation, you must either file Articles of Organization online via the FastTrack Business Registration Portal or submit paper-based Articles of Incorporation, Non-profit Corporation (NAU), including two exact or conformed copies (may be photocopy) with the Secretary of State's office. Two file-stamped copies will be returned to the limited liability company as evidence of filing. One file-stamped copy must then be filed with the county clerk of the county in which the limited liability company's registered office is situated.

If you operate an in state limited liability company under any name other than its real name, you must also file a Certificate of Assumed Name along with one exact or conformed copy (may be a photocopy) with the Secretary of State's office. As defined in Kentucky Revised Statute 365.015 (1), "the real name of an in state limited liability company is the name set forth in its articles of organization." A file stamped copy of the Certificate of Assumed Name will be returned to you as evidence of filing.

One file-stamped copy of the Certificate of Assumed Name must then be filed with the county clerk where the limited liability company is considered a resident. As defined in Kentucky Revised Statute 186A.190(2), "a corporation organized under KRS Chapter 271B, 273, or 274 shall be deemed a resident of the county in which its registered office is located, as set forth in its most recent corporate filing with the Secretary of State which officially designates its current registered office; A cooperative corporation or association organized under KRS Chapter 272 shall be deemed a resident of the county in which its principal business is transacted, as set forth in its articles of incorporation or most recent amendment thereto filed with the Secretary of State of the Commonwealth of Kentucky; A cooperative corporation organized under KRS Chapter 279 shall be deemed a resident of the county in which its principal office is located, as set forth in its articles of incorporation or most recent amendment thereto filed with the Secretary of State of the Commonwealth of Kentucky."

In State Business Trust

While not required, you may want to visit the Secretary of State's Name Availability Search website to see if your desired business name is available. The Name Availability Guidelines provide useful information concerning some of the legal requirements for naming your business.

Business Trusts in Kentucky are governed by Kentucky Revised Statute 386.

To operate an in state (established under the laws of the Commonwealth of Kentucky) business trust,you must record a declaration of trust with the Secretary of State's office and the office of the county clerk in the county in which its principal place of business is located as stipulated in Kentucky Revised Statute 386.420.

If you operate an in state limited liability company under any name other than its real name, you must also file a Certificate of Assumed Name along with one exact or conformed copy (may be a photocopy) with the Secretary of State's office. As defined in Kentucky Revised Statute 365.015 (1), "the real name of an in state limited liability company is the name set forth in its articles of organization." A file stamped copy of the Certificate of Assumed Name will be returned to you as evidence of filing.

One file-stamped copy of the Certificate of Assumed Name must then be filed with the county clerk where the limited liability company is considered a resident. As defined in Kentucky Revised Statute 186A.190(2), "a business trust organized under KRS Chapter 386 shall be deemed a resident of the county in which its principal place of business is located, as evidenced by the recordation of its declaration of trust in that county pursuant to KRS Chapter 386."

Joint Venture

Kentucky does not recognize a joint venture as a separate and distinct registered business entity. If two or more business entities want to create a joint venture to pursue a common business goal, the entities should determine the appropriate legal business structure that they want to use for the joint venture.

An out of state business entity is any business entity created under the laws of a state or foreign government other than the Commonwealth of Kentucky. Choose an entity from the list below to learn more.

Sole Proprietorship

If you operate a sole proprietorship under the real name of the individual owner, no registration of the business name is required. As defined in Kentucky Revised Statute 365.015 (1),"the real name of an individual shall include his or her surname at birth, or his or her name as changed by a court of competent jurisdiction, or the surname of a married woman."

If a sole proprietorship is operated under any name that doesn’t include the owner’s real name, a Certificate of Assumed Name must be filed with the county clerk in the county where the individual maintains their principal place of business. For example, if an individual in Franklin County whose real name is Jane Doe wants to operate a sole proprietorship under the name "Jane’s Deli", she would need to file a Certificate of Assumed Name with the Franklin County Clerk’s Office because she will be operating a business under a name that is different than her "real name." Contact the county clerk’s office for additional information on registering an assumed name for a sole proprietorship. Sole propietors do not file any paperwork with the Secretary of State.

Out of State General Partnership

If you operate an in state (established under the laws of the Commonwealth of Kentucky) general partnership under its real name, no registration of the business name is required in the Commonwealth of Kentucky. As defined in Kentucky Revised Statute 365.015 (1), "the real name of a foreign general partnership is the name recognized by the laws of the jurisdiction under which it is formed as being the real name." The real name of a foreign limited liability partnership is the name stated in its statement of foreign qualification filed pursuant to KRS 362.1-1102 or predecessor law.

A limited liability partnership (LLP) is a special type of general partnership. Foreign LLP's are required to file a Statement of Foreign Qualification with the Secretary of State.

If you operate a foreign general partnership under a name other than its real name, you must file a Certificate of Assumed Name along with one exact or conformed copy (may be a photocopy) with the Secretary of State's office. A file-stamped copy will be returned as evidence of filing.

One file-stamped copy of the Certificate of Assumed Name must then be filed with the county clerk where the partnership is considered a resident. As defined inKentucky Revised Statute 186A.190(2), "a partnership shall be deemed a resident of the county in which its principal place of business in this state is located." If the partnership is not deemed a resident of a county in the Commonwealth, the partnership shall file only with the Secretary of State.

Kentucky partnership law can be found in Kentucky Revised Statute (KRS) 362, KRS 362.01, and KRS 362.02.

Out of State Limited Partnership

If you operate a foreign (established under the laws of a state other than the Commonwealth of Kentucky) general partnership, you are required to submit an Application for Certificate of Authority as a Foreign Limited Partnership along with one exact or conformed copy (may be a photocopy) to the Secretary of State's office. A certificate of existence, sometimes referred to as a certificate of good standing, must accompany your submission. Contact the Secretary of State's office in your state of domicile to obtain a certificate of existence/good standing.

If a foreign limited partnership is operated under any name other than its real name, a Certificate of Assumed Name along with one exact or conformed copy (may be a photocopy) must also be filed with the Secretary of State's office. As defined in Kentucky Revised Statute 365.015 (1), "the real name of a foreign limited partnership is the name set forth in its certificate of limited partnership or the fictitious name adopted for use in this Commonwealth under KRS 14A.3-010 to 14A.3-050." A file stamped copy of the Certificate of Assumed Name will be returned as evidence of filing.

One file-stamped copy of the Certificate of Assumed Name must then be filed with the county clerk where the partnership is considered a resident. As defined inKentucky Revised Statute 186A.190(2), "a limited partnership not organized under the laws of this state and authorized to do business in this state under KRS Chapter 362 shall be deemed a resident of the county in which the office of its process agent is located, as set forth in the designation or most recent amendment thereto filed with the Secretary of State of the Commonwealth of Kentucky."

Kentucky partnership law can be found in Kentucky Revised Statute (KRS) 14A and KRS 362.

Out of State Limited Liability Company

To operate a foreign (established under the laws of a state or country other than the Commonwealth of Kentucky) limited liability company in Kentucky, you must file an Application for Certificate of Authority (Foreign LLC), along with two exact or conformed copies (may be photocopy) with the Secretary of State's office. Two file-stamped copies will be returned to the limited liability company as evidence of filing. One file-stamped copy must then be filed with the county clerk of the county in which the limited liability company's registered office is situated.

If a foreign limited partnership is operated under any name other than its real name, a Certificate of Assumed Name along with one exact or conformed copy (may be a photocopy) must also be filed with the Secretary of State's office. As defined in Kentucky Revised Statute 365.015 (1), "the real name of a foreign limited liability company is the name set forth in its articles of organization or the fictitious name adopted for use in this state under 14A.3-010 to 14A.3-050." A file stamped copy of the Certificate of Assumed Name will be returned to you as evidence of filing.

One file-stamped copy of the Certificate of Assumed Name must then be filed with the county clerk where the limited liability company is considered a resident. As defined inKentucky Revised Statute 186A.190(2), "...a limited liability company not organized under the laws of this state, but authorized to transact business in this state under KRS Chapter 275, shall be deemed a resident of the county in which its registered office is located, as set forth in its most recent filing with the Secretary of State which officially designates its current registered office."

Limited liability companies in Kentucky are governed by Kentucky Revised Statute (KRS) 14A and KRS 275.

Out of State Corporation

To operate a foreign (established under the laws of a state or country other than Kentucky) corporation, you must file an Application for Certificate of Authority, along with two exact or conformed copies (may be photocopy) with the Secretary of State's office. A certificate of existence, sometimes referred to as a certificate of good standing, must accompany your submission. Contact the Secretary of State's office in your state of domicile to obtain a certificate of existence/good standing. Two file-stamped copies of the Articles of Incorporation will be returned to the corporation as evidence of filing. One file-stamped copy must then be filed with the county clerk of the county in which the corporation's registered office is situated.

If a foreign limited partnership is operated under any name other than its real name, a Certificate of Assumed Name along with one exact or conformed copy (may be a photocopy) must also be filed with the Secretary of State's office. As defined in Kentucky Revised Statute 365.015 (1), "the real name of a foreign corporation is the name set forth in its articles of incorporation or the fictitious name adopted for use in this state under KRS 14A.3-010." A file stamped copy of the Certificate of Assumed Name will be returned to you as evidence of filing.

One file-stamped copy of the Certificate of Assumed Name must then be filed with the county clerk where the corporation is considered a resident. As defined inKentucky Revised Statute 186A.190(2), "a corporation not organized under the laws of this state, but authorized to transact or do business in this state under KRS Chapter 271B, 273, or 274, ...shall be deemed a resident of the county in which its registered office is located, as set forth in its most recent filing with the Secretary of State which officially designates its current registered office."

Out of State Business Trust

If you operate a foreign (established under the laws of a state or country other than the Commonwealth of Kentucky) business trust in Kentucky, you must file an Application for Certificate of Authority of Foreign Business Trust, along with one exact or conformed copy (may be photocopy) with the Secretary of State's office. One file-stamped copy will be returned as evidence of the filing. One file-stamped copy must then be filed with the county clerk of the county in which the corporation's registered office is situated.

If a foreign limited partnership is operated under any name other than its real name, a Certificate of Assumed Name along with one exact or conformed copy (may be a photocopy) must also be filed with the Secretary of State's office. As defined in Kentucky Revised Statute 365.015 (1), the real name of a foreign business trust "is the name recognized by the l aws of the jurisdiction under which it is formed as being the real name of the business trust." A file stamped copy of the Certificate of Assumed Name will be returned to you as evidence of filing.

One file-stamped copy of the Certificate of Assumed Name must then be filed with the county clerk where the business trust maintains its registered agent.

Choose A Business Structure Close

The user hereby agrees and acknowledges that the following Business Structure Wizard is provided for informational purposes only and should not be considered, or construed as, legal advice. Any information received or conclusions drawn by the user through participation in the Business Structure Wizard is not a substitute for the advice of a licensed attorney. Any action taken based on the information obtained herein is done so at the user's own risk.

Do you already own a business?

Are you looking to expand your business in Kentucky?

Is your business registered in Kentucky?  Even if your business is registered in another US location, you will need to register with the Kentucky Secretary of State.

You must obtain a Certificate of Authority from the Secretary of State.   To obtain the certificate you must file an Application for Certificate of Authority and pay a filing fee.  In order for your application to be processed you must use an available name from the Secretary of State.  Click here  to search for a list of available names, if your desired business name is unavailable, you must adopt an approved fictitious name for use in Kentucky.

You will need to register with the Secretary of State to conduct business in Kentucky. Also, please visit the Expand section of Kentucky Business One Stop for information regarding expanding your business in Kentucky.

Please continue to the next question.

Do you plan to establish a for-profit entity?

Do you plan to independently own and operate your business under your own name or a trade name?

Many independent business owners choose to operate their business as a sole proprietorship.  This is the simplest form of organization; the business has no existence apart from you, the owner.  The liabilities of the business (such as federal, state and local taxes, loan payments, etc) are your personal responsibility.  In addition, your personal assets may be exposed to risks associated with operating a business.

Are you willing and able to assume personal responsibility for debts and liabilities incurred by your business?

Many independent business owners choose sole proprietorship as their business structure.  While sole proprietorships can have employees, many entrepreneurs start their small business as a sole proprietorship because they don't intend to initially hire any employees.  In addition, the limited amount of paperwork to establish a sole proprietorship is appealing.  Many individuals, however, overlook the personal liability aspect of this form of ownership.  The liability risk factor of personal assets (such as your home, personal vehicles, etc.) and the associated federal, state and local taxes should be seriously considered when evaluating whether a sole proprietorship is the best form of ownership for your business.  It is important to consult an attorney and a financial advisor to determine whether or not a sole proprietorship is the best choice for you. If you determine that it is not the best choice for you, there are other forms of business ownership (such as corporation or limited liability company (LLC)) that can be considered, even for a one-person business.

Other forms of business ownership (such as a corporation or a limited liability company (LLC) can be considered, even for a one-person business, that offer protection for the owner's personal assets while providing flexible tax options.

Do you want to claim the business's profits or losses on your personal tax returns?  Doing so will obligate you to any taxes owed in federal, state or local taxes.

A limited liability company (LLC) or an S-corporation provides the opportunity for the profits or losses of a business to be passed through to the members (owners of an LLC are considered "members") or shareholders (owners of a corporation are considered "shareholders").  These two options also protect (with limitations) the members or shareholders from personal liability for debts and obligations incurred by the business, meaning creditors cannot take your personal assets (like your home or personal car) to repay the debts incurred by the business.  Again, this protection has limitations and it is important to consult an attorney and a financial advisor regarding the advantages and disadvantages of establishing an LLC or an S-corporation.

An LLC does not limit the number of partners or shareholders, but an S-corporation is limited to one hundred (100) shareholders.

Both an LLC and an S-corporation can continue to exist beyond the death or retirement of the owner(s).

A C-corporation is taxed on its earnings at the corporate level, thus obligating the business (not the shareholders or owners) to any taxes owed at the federal, state or local level.  Shareholders are also taxed on any dividends distributed by the corporation.  A C-corporation also protects shareholders from personal responsibility for any debts or liabilities incurred by the business.

A C-corporation can continue to exist beyond the death or retirement of the owner(s).

Other forms of business ownership (such as a corporation, limited liability company (LLC), and partnership) can be considered.

Do you plan to share full or partial ownership of your business with another person or persons?

Is your business or industry exposed to liabilities such as serious financial risks, contract risks, or personal injury claims?

Do you plan to share ownership of debts and liabilities associated with your business with one or more persons (this does not include shareholders)?

There are several forms of partnerships available, each offering different ways of sharing in profits, debts, liabilities, and losses of the business.

Will all partners share equally in liability and debts incurred by the business?

A general partnership is the relationship existing between two or more persons who join together to carry on a trade or business with each person contributing money, property, labor, or skill, and each expecting to share in the profits and losses of the business.  Any number of persons may join in a partnership; these partners are referred to as "members."

You and each of your partners are personally liable for all business debts and, to a point, liable for certain acts of your partners.   Each partner can incur debts, sign contracts, and make business obligations.  It is best to consult an attorney when drawing up your partnership agreement so that each partner clearly understands from the beginning the rights and obligations each partner has to the business.

A limited partnership has one or more general partners ("members") responsible for managing the business and liable for the total debts incurred.  This type of partnership also includes one or more limited partners who are liable only to the extent of their investment. Again, it is best to consult an attorney when forming a limited partnership so that rights and obligations are clearly defined in the partnership agreement.

A limited liability partnership is a special type of general partnership.  As the name implies, this type of partnership provides some stronger liability protection for the partners with respect to the actions of the other partners.  Essentially, this type of partnership allows for equal distribution of management of the business without equal distribution of the liabilities and debts incurred by the business.  Each partner or member is personally responsible for only his or her own activities and the activities of those under his or her direct supervision, not for any other partners' activities.

A limited liability limited partnership is a special type of limited partnership.  This type of partnership generally provides greater liability protection for the general partners of a limited partnership.  In this type of structure, usually the general partners manage the business while the limited partners have only a financial investment in the business, but all are protected (for the most part) from personal responsibility for debts and liabilities incurred by the business.

Other forms of business ownership (such as a corporation or a limited liability company (LLC) offer protection for the partners' personal assets while providing flexible federal, state and local tax options.

Do you and your partners want to claim the business's profits or losses on your personal tax returns?  Doing so will obligate you to any taxes owed at the federal, state or local level.

A limited liability company (LLC) or an S-corporation provides the opportunity for the profits or losses of a business to be passed through to the members (owners of an LLC are considered "members") or shareholders (owners of a corporation are considered "shareholders").  These two options also protect (with limitations) the members or shareholders from personal liability for debts and obligations incurred by the business, meaning creditors cannot take your house or personal car to repay the debts incurred by the business.  Again, this protection has limitations and it is important to consult an attorney and a financial advisor regarding the advantages and disadvantages of establishing an LLC or an S-corporation.

An LLC does not limit the number of partners or shareholders, but an S-corporation is limited to one hundred (100) shareholders.

Both an LLC and an S-corporation can continue to exist beyond the death or retirement of the owner(s).

A C-corporation is taxed on its earnings at the corporate level, thus obligating the business (not the shareholders or owners) to any taxes owed at the federal, state or local level.  Shareholders are also taxed on any dividends distributed by the corporation.  A C-corporation also protects shareholders from personal responsibility for any debts of liabilities incurred by the business.

There is no limit to the number of shareholders that can buy into a C-corporation.

A C-corporation can continue to exist beyond the death or retirement of the owner(s).

There are several forms of partnerships available that are simpler to set up because they do not offer as much protection against personal responsibility for debts and liabilities incurred by the business as a corporation or limited liability company structure would.  A general partnership  is the relationship existing between two or more persons who join together to carry on a trade or business with each person contributing money, property, labor, or skill, and each expecting to share in the profits and losses of the business.  Any number of persons may join in a partnership; these partners are referred to as "members."

You and each of your partners are personally liable for all business debts and, to a point, liable for certain acts of your partners.  Each partner can incur debts, sign contracts, and make business obligations.  It is best to consult an attorney when drawing up your partnership agreement so that each partner clearly understands from the beginning the rights and obligations each partner has to the business.

A limited partnership has one or more general partners ("members") responsible for managing the business and liable for the total debts incurred.  This type of partnership also includes one or more limited partners who are liable only to the extent of their investment.   Again, it is best to consult an attorney when forming a limited partnership so that rights and obligations are clearly defined in the partnership agreement.

A limited liability partnership is a special type of general partnership.  As the name implies, this type of partnership provides some stronger liability protection for the partners with respect to the actions of the other partners.  Essentially, this type of partnership allows for equal distribution of management of the business without equal distribution of the liabilities and debts incurred by the business.  Each partner or member is personally responsible for only his or her own activities and the activities of those under his or her direct supervision, not for any other partners' activities.

A limited liability limited partnership is a special type of limited partnership.  This type of partnership generally provides greater liability protection for the general partners of a limited partnership.  In this type of structure, usually the general partners manage the business while the limited partners have only a financial investment in the business, but all are protected (for the most part) from personal responsibility for debts and liabilities incurred by the business.

There has been an error.  You must be able to identify whether your business will be independently owned or jointly owned to continue.

Do you plan to open a not-for-profit (or nonprofit) entity?

According to the Kentucky Law (KRS 273.161), a nonprofit entity means "a corporation no part of the income or profit of which is distributable to its members, directors or officers."  All nonprofits in Kentucky are required to be registered as a limited liability company or a corporation.  To learn the differences between the two options, please visit the business structures information page on Kentucky Business One Stop.   We suggest you also speak to a lawyer to help you decide which structure is right for your organization.

There has been an error.  You must be able to identify whether your business will be for-profit or a not-for-profit entity to continue.

Choose a Name

The name of your business must be available for use. A business name is not available if it is already being used by an existing business on file with the Office of the Secretary of State.

A preliminary name availability check can be made by using the Name Availability Search, by writing to the Secretary of State or by calling (502) 564-3490. A name also may be reserved to ensure availability. An Application for a Reservation or Renewal of Reserved Name enables an individual to reserve a name prior to formation of a particular business.

Resources

<< Overview