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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:

How does the structure impact my personal liability for things that happen in the business?
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.

In State
Out of State

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.

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.

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.

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Office of the Kentucky Secretary of State

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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 proprietors 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.

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

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 (maybe 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.

In State Professional Limited Liability Company

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 (maybe 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.

In State Non-profit Limited Liability Company

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 (maybe 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.

In State Business Corporation

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 (maybe 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.

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

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 (maybe 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.

In State Non-profit Corporation

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 corporation, 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 (maybe 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.

In State Business Trust

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.

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.

Sole Proprietorship

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 proprietors 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 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 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 in Kentucky 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 (maybe 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 in Kentucky 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 (maybe 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 in Kentucky 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 (maybe 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 laws 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 Name and Structure

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