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LeapLaw's 50 State Blawg  > Kentucky
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Corp-Link Services, Inc.
Corp-Link Services, Inc.
118 W. Edwards Street
Suite 200
Springfield, IL 62704
www.corp-links.com
Phone: (217) 789-7550
Toll Free: (888) 927-7550
Fax: (217) 789-7570



National Service Information, Inc.
National Service Information, Inc.
145 Baker Street
Marion, OH 43302
www.nsii.net
Phone: (740) 387-6806
Fax: (740) 382-1256




Search posts for:

Basics Box: Kentucky
Secretary of State
Status Search
Forms
  • Fax File:
  • UCC: No
    Corporate: No
  • E File:
  • UCC: Yes (with an account)
    Corporate: No
  • Expedited Services:
  • UCC: No (can Fedex and ask to return by Fedex - turn around time is est. 3 days
    Corporate: No (regular service is 5 day turnaround)
  • Name Reservations:
  • Yes (120 days)
  • Preclearance:
  • no formal procedure; supervisor will review and advise.
    Advantages of Choosing NRAI as Your Registered Agent (Kentucky)
    Apostilles and Authentications (Kentucky)
    Contact Information Kentucky Secretary of State
    Domestic Corporate Dissolution Summary (Kentucky)
    Domestic Corporation Summary (Kentucky)
    Foreign Qualification Summary (Kentucky)
    Online Services in Kentucky
    Recommended Service Companies (Kentucky)
    UCC Filings (Kentucky)

    Advantages of Choosing NRAI as Your Registered Agent (Kentucky)
    NRAI offers the most comprehensive suite of registered agent and entity management services available anywhere. Services are available in all 50 states, the District of Columbia and in most International Jurisdictions and include:

  • Comprehensive Nationwide and International Registered Agent Network

  • Registered Agent and Registered Office in all locations

  • Telephone and e-mail notification of Service of Process

  • Free delivery of all Service of Process via express courier

  • Computerized tracking of Service of Process

  • Forwarding of all official communications received including tax forms

  • Customized electronic tax calendar

  • Full access to NRAI Document Library and website tools

  • Convenient annual invoicing for all company groups, resulting in one common renewal month selected by the client

  • Representation as agent under contract such as loan agreements, etc.

  • Nominee Officer and Director and Holding company services

  • Special representation under specific statutes such as insurance, banking, broker dealer, real estate, etc.

  • Special Purpose Entity Services such as Independent Director/Member/Trustee

  • Annual Report filings services (ARMS)

  • Electronic annual report filing in some jurisdictions

  • Access to the NRAI Affiliate Network of over 500 services professionals

  • And more………

    NRAI offers the most competitive rates and in most instances can provide substantial savings over your existing service with an upgrade in responsiveness and service. To learn more about NRAI services, contact either NRAI or NRAI Affiliate Network members.
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  • Apostilles and Authentications (Kentucky)
    Apostilles and authentications are provided by the Kentucky Secretary of State for a fee of $5.00.

    A check for the correct amount should be made payable to the Kentucky State Treasurer.

    If a document is to be sent to a country that is not a member of the Hague Convention, further authentication may be required by the consulate or embassador to that country. A service company listed in LeapLaw's Showcase of Sponsors can assist in guiding your documents successfully through the apostille or authentication process.

    About Authentication and Apostilles

    Authentication or a certificate of magistracy is an official certificate issued by the state official's office where the notary public is commissioned, confirming the existence of the notary public (or public officer) who has notarized the document. These certifications may be required when a document is being sent to another state or foreign country.

    If the countries where the document is being sent is a member of the Hague Convention, you can receive an "apostille" from the state where the notary is commissioned.

    In order to obtain an apostille or authentication, the document must be an original signed by the executing party, bearing an accurate notary public's signature (exact name of the notary as it currently stands of the state's records), date commission expires and notarial seal.

    It the country is not a member of the Hague Convention, the authentication process is a two step process. First the document will require certification from the KY SOS as to the notary's signature. Second, it will require authentication of the country's embassy or consulate.

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    Contact Information Kentucky Secretary of State
    Kentucky Secretary of State
    Corporations Division
    State Capitol
    700 Capital Avenue Suite 152
    Frankfort, KY 40601

    Office:(502) 564-3490

    Fax:(502) 564-5687

    Email: Corporate@mail.sos.state.ky.us

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    Domestic Corporate Dissolution Summary (Kentucky)
    Pursuant to Kentucky Business Corporation Act (Ky. Rev. Stat. Ann. 271B.14 et seq.), a corporation incorporated in Kentucky may be voluntarily dissolved by delivering Articles of Dissolution to the Kentucky Secretary of State (KY SOS).

    Tax Clearance: A tax clearance is not required but the corporation must be in good standing with the KY SOS.

    Consents:

    Prior to Stock Issuance or Commencing Business: Majority of incorporators or initial directors.

    After Stock Issuance: Resolution of the board of directors and majority of all voting shareholders at a meeting or by written consent; or by unanimous written consent of all shareholders entitled to vote.

    Articles of Dissolution are not pre-printed by the KY SOS and must set forth (271B.14-030). See LeapLaw forms below:

    (a) The name of the corporation;

    (b) The date dissolution was authorized;

    (c) If dissolution was approved by the shareholders:

    1. The number of votes entitled to be cast on the proposal to dissolve; and

    2. Either the total number of votes cast for and against dissolution or the
    total number of undisputed votes cast for dissolution and a statement that
    the number cast for dissolution was sufficient for approval; and

    (d) If voting by voting groups was required, the information required by
    subsection (1)(c) of this section shall be separately provided for each voting
    group entitled to vote separately on the plan to dissolve.

    (2) The KY SOS shall immediately forward one (1) of the exact or conformed copies of the articles of dissolution to the secretary of revenue.

    (3) A corporation shall be dissolved upon the effective date of its articles of dissolution.

    Articles of Dissolution by Incorporator or Initial Directors (prior to commencing business)

    Articles of Dissolution by Shareholders.

    Execution and Filing: Signed by incorporator(s) or officers. an original and three (3) exact or conformed copies of articles of dissolution are submitted to the KY SOS.

    Filing Fee: $40.00

    Following Dissolution, submit one "filed" copy to the County Clerk of the county where the principal office is located for recording.

    Dissolutions, Generally

    A corporation, by a recommendation of directors and a majority vote of stockholders or incorporators if stock has not yet been issued, may elect to voluntarily dissolve and liquidate. Generally, this will involve a sale of all the corporation’s assets, satisfaction of all debts of the corporation, and the distribution of any remaining assets to the stockholders according to the liquidation procedures and priorities set forth in the corporation’s charter.

    IRS liquidation issues are provided for in IRC Sections 331 and 336, which provide for distribution to stockholders. An IRS Form 966 is required to be filed as part of the dissolution.

    For more information regarding dissolutions, see LeapLaw's Dissolution Best Practice Summary.

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    Domestic Corporation Summary (Kentucky)
    Pursuant to Kentucky Business Corporation Act, Chapter 271B, a corporation incorporating in Kentucky files Articles of Incorporation with the Kentucky Secretary of State (KY SOS).

    Corporate Name: The corporate name must contain the word "corporation" "company" "incorporated" or abbreviations thereof.

    Maximum Stock for Minimum Filing Fee: One thousand (1,000) shares or less is $10.00.

    No. of Directors: The corporation may have 1 director.

    Paid in Capital: The minimum amount of paid in capital required to commence business is $1,000.

    Purpose: No specific business purpose is required.

    Preemptive Rights: Granted unless specifically denied.

    Cumulative Voting: Denied unless specifically granted.

    Incorporator: Incorporator may be anyone over 18 years of age and does not have to be a resident of Kentucky.

    Filing: Submit the original signed articles of incorporation and two exact or conformed copies. (May be photocopies.) Two file-stamped copies 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.

    Incorporations, Generally

    A corporation is a legal entity created through and subject to the state laws of its state of incorporation. The separate legal existence of a corporation begins when the charter is filed with the secretary of state of the state of incorporation. State laws vary regarding the documents required to organize a corporation and the management of its internal affairs and corporate powers.

    LeapLaw's Incorporation Checklist identifies the information needed for an incorporation.

    A complete incorporation process generally consists of:

  • Determining name availability and possibly reserving the name

  • Performing trademark, trade name and domain name preliminary or full searches

  • Preparing a charter document for filing

  • Drafting bylaws

  • Preparing consent of incorporator (if applicable under relevant state law)

  • Preparing an organizational consent of directors

  • Obtaining the federal tax identification number by preparing IRS Form SS-4

  • Preparing IRS Form 2553 (if the company intends to qualify as an S corporation pursuant to the Internal Revenue Code)

  • Preparing a specimen stock certificate as well as all stock certificates of representing the initial stock issuance

  • Creating a stock ledger

  • Preparing and filing applications of foreign qualifications (if any)

  • Organizing the minute book

    For more information regarding incorporations, see LeapLaw's Incorporation Best Practice Summary.

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  • Foreign Qualification Summary (Kentucky)
    Pursuant to the Kentucky Business Corporation Act (Ky. Rev. Stat. Ann. 271B.1-15 et seq.), a foreign corporation, other than an insurance, surety or indemnity company, may not transact business in this state until it files an Application for Certificate of Authority with the Kentucky Secretary of State (KY SOS).

    Name of Corporation: Name must contain "corporation" "limited" "company" "incorporated" or abbreviations thereof.

    Name Conflict: If a foreign corporation's name is unavailable due to a conflict, the corporation may adopt a fictitious name to be used in KY and file a secretary's certificate certifying the resolution of the board.

    Certificate of Existence: An original certificate of the corporation's legal existence issued from its domestic state, dated no more than 6 months earlier, must be attached to the Application for Certificate of Authority.

    Officers and Directors: A list of officers and directors with addresses is required.

    Filing and Execution: The filing is signed by an officer of the company.

    Filings may be fax filed or filed online.


    Filing Fee: $90.00 for profit, payable to Kentucky State Treasurer.
    $40.00 non-profit, payable to Kentucky State Treasurer.

    Foreign Registration, Generally

    A business entity is initially recognized as a legal entity only in its state of incorporation or formation. If the company plans to "do business" in any other state, it must qualify or register before doing so. State laws, found at LeapLaw's Corporate/LLC Connection provide requirements for business entities doing business in each state.
    For more information regarding doing business in foreign states, see LeapLaw's Foreign Qualification Best Practice Summary.

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    Online Services in Kentucky
    Searching Kentucky's corporation database allows you to:

  • View and print a copy of the current annual report form, if one is due. Requires ADOBE PDF Reader.

  • File an annual report, if one is due

  • File a renewal of assumed name, if needed View a list of available microfilm records

  • View a list of available scanned documents, and select and view the scanned documents. All corporate documents filed with the Office of the Secretary of State on September 15, 2004 or thereafter are available as scanned images. Documents filed prior to September 15, 2004 will become available as the images are scanned.

  • Purchase any available certificate for the organization

  • View current officers, as listed on the last annual report filed

  • View the founding officers, and inital board of directors

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  • Recommended Service Companies (Kentucky)
    The service companies listed below are members of NRAI’s Affiliate Network. These companies are high-quality service companies that deliver double the service for a fraction of the cost of the larger companies.

    So whether you’re looking to save significant money on Registered Agent services or double the service for half the price on corporate and UCC services, we strongly encourage you to contact:

    Corp-Link Services, Inc.
    118 W. Edwards Street, Suite 200
    Springfield, IL 62704
    Phone: 888.927.7550 / 217.789.7550
    Fax: 217.789.7570

    ------------------------------------------------

    National Service Information, Inc.
    320 North Meridian Street, Suite 817
    Indianapolis, IN 46204
    Phone: 317.266.0040
    Fax: 317.266.8453
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    UCC Filings (Kentucky)
    UCC Financing Statements are filed in Kentucky with the Kentucky Secretary of State (KY SOS). Fixture filings will be filed at the county level where the mortgage is registered.

    Forms UCC initial financing statements and amendments in written forms must be submitted on National UCC 1, UCC1Ad, UCC3 and UCC3Ad Forms

    Original Copy File only original UCC record. Multiple copies are no longer necessary.

    Staples: Avoid the use of staples or fasteners.

    Online Filing: Filings may be made online.

    Paper Filing: The UCC Branch accepts UCC records for filing via regular mail, courier service, in person A UCC record delivered by the following methods will have the file time:

  • Personal delivery: Effective time is the date and time of delivery.

  • Courier or postal service delivery: Effective as of 5:00p.m. on the day of delivery. Although the date of filing will be the date of delivery, turn around time to receive the document back is est. 3 days.

  • Online: The file time for a UCC delivered electronically is the time that the Secretary of State's system analyzes the relevant transmission and determines that all the required elements of the transmission have been received and are machine-readable.

    UCC Filings, Generally

    Once a security interest has been granted in collateral in exchange for credit or some other funding, usually by entering a security agreement, the security interest should be “perfected” by filing evidence of such interest with the appropriate governmental authorities. Perfection of a security interest strengthens the legal rights of the creditor to the collateral in the event that the debt is not repaid in a timely fashion or some other default occurs.

    Revised Article 9 (RA-9) of the Uniform Commercial Code (UCC) provides that perfection is completed by filing financing statements (or UCC filings) with appropriate filing offices. Historically, UCC filings were made everywhere the debtor had tangible property or offices and/or was otherwise conducting business.

    In July 2001, Article 9 and state UCC laws in all 50 states were revised in an effort to simplify filing requirements. Revised Article 9 ("RA-9") was adopted by all 50 states and the U.S. Virgin Islands with staggered effective dates, but most states adopted some form of RA-9 effective July 1, 2001. Under RA-9 only one filing is required, except as noted below. The appropriate place to file is generally the office of the secretary of state in the jurisdiction of incorporation or organization of the debtor (or the domicile or principal place of business, if an individual or an unincorporated entity). Transition to Revised Article 9 was completed as of July 1, 2006.

    Fixture Filings: Under Revised Article 9, fixture filings affecting real estate are still filed in the office where a mortgage would be recorded. Other than creating the ability to file with a standard national form, RA-9 has had no effect on real estate related filings.

    Foreign Debtors

    A financing statement to be filed against a foreign debtor, without a principal place of business in the United States, is filed in Washington DC. If the foreign debtor maintains a principal office in the United States, the financing statement is filed in the state in which it is registered.

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