Form a Nonprofit Limited Liability Company in Kentucky – Kentucky Articles of Organization Nonprofit Limited Liability Company

The Kentucky Articles of Organization Nonprofit Limited Liability Company is the standard form an entity determined to operate in the State of Kentucky must submit to the Kentucky Secretary of State in order to operate as such. A Kentucky entity may organize as a Nonprofit Limited Liability Company provided it reports the Purpose to the Kentucky Secretary of State. The Nonprofit Limited Liability Company may act with a Purpose that is benevolent, charitable, educational, patriotic, political, or religious in capacity (Note: these are only some examples) or it may name a general purpose. It is important to make sure that you are familiar with all aspects of forming and registering such an entity by consulting with a Kentucky licensed attorney or c.p.a. This is especially true, since several agencies on the state and federal level will be interested in this entity’s formation and have their own requirements.

The Kentucky Secretary of State will require a $40.00  Filing Fee to process the Kentucky Articles of Organization Nonprofit Limited Liability Company. This may be remitted with a check when filing a paper form or it may be remitted with a credit card if filing online. When having this paperwork mailed or delivered, you will need to submit one original and one exact conformed copy to the Kentucky Secretary of State.

How To File Online

Step 1 – Open the Kentucky Secretary of State business site here: Kentucky OneStop Business Portal. Enter your User Name and Password to Login.

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Step 2 – Next from the top right of the screen, select the icon button labeled “Register My Business.”

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Step 3 – Next you will be given a choice of which governing body to file with, the Kentucky Secretary of State or the Kentucky Department of Revenue. For our purposes, choose the button on the left “Business Registration.” This will register the Nonprofit Limited Liability Company with the Kentucky Secretary of State.ky-one-stop-bus-tax-splsh

Step 4 – On this page, you will need to define the Origin and the Structure of the entity being formed. Since this is a domestic Nonprofit Limited Liability Company being formed, select the radio button labeled “A business that will be formed in Kentucky” then, from the drop down list, select “Non-Profit Limited Liability Company.” Once you have done this, select the button labeled “Next.’

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Step 5 – Read the Disclaimer provided. When you have read this fully, select the check box below. This will verify your compliance to the conditions of submitting these articles online. When you are ready, select the button labeled “Next.”

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Step 6 – The Kentucky Secretary of State will need a Contact Person when dealing with the forming Limited Liability Company, in the future. Use the fields labeled “First Name,” “Middle Name,” and “Last Name” to enter this Contact Person’s Full Name. Then report the Contact’s Email Address in the field labeled “Email.” In the field labeled “Phone Number,” report the Daytime Telephone Number of this Authorized Representative of the forming nonprofit Limited Liability Company. Once you have done this, select the button labeled “Add Registration Contact.”

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Step 7 – Next verify the Origin and Structure of the forming Nonprofit Limited Liability Company. This will require you indicate the entity is forming in the State of Kentucky by selecting the first radio button then selecting “Non-profit Limited Liability Company” from the drop down list provided. If the information displayed is correct, select the button labeled “Next.”

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Step 8 – Next, report the Name the forming Nonprofit Limited Liability Company will be registered as. This will be how the forming Nonprofit Limited Liability Company will be officially known. In the text box, enter this Name. Then in the drop down menu, select the business suffix you wish to use in conjunction with the Name. When you are done, select the check box indicating you accept the written terms on this form then click on the button labeled “Search.”

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Step 9 – This next page will let you know if the Name you are interested in giving the applying Nonprofit Limited Liability Company is available for use or not. Keep performing your search on variations of the Name you wish to give your Limited Liability Company until you reach this page. Just below the bold green letters “Business Name Available,” mark the first radio button if you wish to use the available Name for these articles. Once you select the first radio button, labeled “Yes,” several statement will generate. Read these statements carefully. When you are ready select the button labeled “Yes.”

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Step 10 – The “Add a Registered Agent” page will let you register an important component of these articles. Every Limited Liability Company in the State of Kentucky must have a Kentucky Registered Agent who maintains a Physical Address in the State of Kentucky. This party will be responsible for receiving Service of Process aimed at the forming Limited Liability Company should it ever be called to court. In the drop down list provided in the first field, indicate if the Kentucky Registered Agent is an “Individual” or “Business” by selecting the appropriate choice. For our purposes, select “Business.” This action will cause several fields to appear below.

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Step 11 – If the previous Contact you have reported is also the Registered Agent obtained by this Nonprofit Limited Liability Company, then you may check the box labeled “Is the registered agent representing the company as an individual or business?” and select this party from the drop down list on the right of this. Otherwise you will have to fill in the information using the fields provided. In the field labeled “Business Name,” enter the exact Name of the Business acting as the Registered Agent for the Nonprofit Limited Liability Company. Then, following the column on the left, enter the Name any paperwork should be in care of in the field labeled “Attention.” Select the Country the Registered Agent is located in from the drop down list in the field labeled “Country.” You must then report the Zip Code where the Registered Agent may be found in the field labeled “Zip/Postal Code.” Next, use the “Address 1” and “Address 2” fields to report the Building Number, Street, and Unit Number where the Registered Agent may be physically found. Finally, enter the City where the Registered Agent is located in the field labeled “City” and select the State and County (though they should auto populate when entering a valid Zip Code) in the appropriate fields.

Step 12 – If you have not entered the Registered Agent’s Identity and Contact Information and may not auto populate this information then you must type this information into the column on the right. Use the fields “First Name,” “Middle Name,” “Last Name,” “Email,” and “Phone Number” to report the Identity and Contact information of the Kentucky Registered Agent. When you are ready, select “Add Registered Agent.”

ky-registered-agent-2-bus-nameStep 13 – Next, you must provide the exact Address of the forming Nonprofit Limited Liability Company’s Principal Office. You may use the fields provided (Attn, Country, Zip/Postal Code, Address Line 1, Address Line 2 (optional), City, and State) to report this information. if desired, you may auto populate the information required if you have already entered this information for a previous contact. Do this by selecting the first check box on this page then, selecting the appropriate Address from the drop down list on the right.  It should be noted, this is the Address the Kentucky Secretary of State will send official correspondence too once the forming Limited Liability Company has come into existence. Once you have entered the appropriate information select the button labeled “Next.”

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Step 14 – Locate the first set of radio button next to the words “Managed By.” If this Limited Liability Company will be managed by “Members” then select the first bubble. If the Limited Liability Company will be managed by “Managers” then select the second radio button.

 Step 15 – Next, in the text field beneath the words “Purpose of being Organized Selection,” enter the Purpose the Limited Liability Company is being formed. It should be noted, this section may need to be specifically worded for Tax purposes. If there are any special circumstances that shall effect the forming Nonprofit Limited Liability Company, make sure you consult directly with the Internal Revenue Service before filing this document with the Kentucky Secretary of State. Once you have filled in the required information on this page, select the button labeled “Next” to proceed.

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Step 16 – Since you are filing Kentucky Articles of Organization for a Nonprofit Limited Liability Company, you will need to report the Identity of at least one more Organizer. In the first drop down list, select either “Individual” or “Business” to define the type of entity the Organizer being reported is. Then, in the second drop down list present, the word “Organizer” should be auto selected. If it is not, make sure it is. For our purposes, select “Individual” to define the entity type of the Organizer. This will generate the appropriate fields to report the Identity, Contact, and Address information of an individual in the lower half of the page.

Step 17 – First, use the fields in the column on the right to define the Identity and Contact Information of the Organizer. Locate the fields labeled “First Name,” “Middle Name,” and “Last Name” to enter the Identity of the Organizer. Below this use the “Email” and “Phone Number” fields to fill in the Contact Information of the Organizer.

Step 18 – Next, in the column on the left, use the fields provided to report the Organizer’s Address. You may auto populate some or all of these fields by clicking the check box labeled “Use Information from Previous Association” then selecting a previous association from the drop down list provided. If the Organizer being reported has not been reported earlier, you will need to enter this information in the appropriate fields. Use the fields “Attn,” “Country,” “Zip/Postal Code,” “Address Line 1,” “Address Line 2,” “City,” “State,” and “County” to report the Organizer’s Address. Note: Once you fill in a correct USPS Zip Code, the City, State, and County field will auto populate. When you are sure this information has been entered correctly, select the button labeled “Add Business Representative” to view this information in a table. Once you view this information in a table you may select “Next” to continue.

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Step 19 – In this next section, you will be able to decide when the Date of Effect of the successful filing of these articles will be. If wish to choose an Effective Date and Time for these articles, you may choose one between the Filing Date and 90 Days past the filing date. To begin, select the radio button labeled “Yes,” then using the fields labeled “Delayed Effective Date” and “Delayed Effective Time” document the exact Date and Time you wish the Effective Date to be (during the permitted time period). If you wish the Effective Date to be the same as the Filing Date then select the radio button labeled “Yes.” When you are ready, select “Next.”

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Step 20 – Next, you will need to designate a Business Administrator to handle the Kentucky OneStop Account, Portal, and Filing. You may either name yourself as this party by selecting the check box labeled “Make me the One Stop Business Administrator” or you may choose the “Add Another Business Administrator.” This will generate the blank fields “First Name,” “Last Name,” “Email,” and “Confirm Email.” Make sure these fields are filled in with the appropriate information of the OneStop Portal Administrator being named, then select the button labeled “Next.”

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Step 21 – In the first paragraph, select the Name of the Organizer. The Organizer must then read this paragraph then Type in his or her Name in the field labeled “Signature” and the Date this was done in the field labeled “Date.”

Step 22 – In the second paragraph, make sure the Registered Agent information has been entered correctly. The Registered Agent must then type in his or her Name in the field labeled “Signature” and the Date this was done in the field labeled “Date.” When you are ready, select “Next.” This will guide the browser to a review page where you may verify the information you have entered in this form then progress to the payment area. You will need to pay a $40.00 Filing Fee for this submission using a credit card or prepaid account.

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Step 23 – This filing will only fulfill the requirement set forth by the Kentucky Secretary of State for the formation and registering a new Nonprofit Limited Liability Company. Once you have received notice that your filing has been accepted and approved, you must revisit this site to print a copy of the successfully filed Kentucky Articles of Organization Nonprofit Limited Liability Company and submit it to the county clerk where the Kentucky Principal Office is located. Additionally, you will also need to make sure you receive the Annual Report postcard at the Principal Office. The Kentucky Nonprofit Limited Liability Company’s Annual report will be due every year beginning the year after formation between Jan 1 and June 1. Another interested governing body will be the Internal Revenue Service, contact the Kentucky Department of Revenue and make sure your company remains compliant.

 

 

How To File By Mail

Download Form

Step 1 – Download the Kentucky Articles of Organization Nonprofit Limited Liability Company by saving it from the “Download Form” link above. You will need a PDF form friendly browser or a PDF program to enter information directly onscreen. Otherwise, you may print the form then use a typewriter to enter information.

Step 2 – Locate Article I then enter the Complete Name of the Nonprofit Limited Liability Company being formed on the blank line provided. Make sure this will be a unique Name on the record books with an appropriate business suffix for a Kentucky Limited Liability Company (such as “Limited Liability Company” or “Ltd. Co.”).

Step 3 – Report the Street Address of the Physical Location of the Kentucky Registered Agent’s Registered Office on the blank line. This must contain a Building Number, Street, and Suite Number in the area above the words “Street Address (No Post Office Box Numbers). You must enter the rest of this Address (City/State/Zip code) on the remainder of this line. On the next line in Article II, enter the Complete Name of the Kentucky Registered Agent that is located at this Address and has been obtained by the nonprofit Limited Liability Company being formed.

Step 4 – The Nonprofit Limited Liability Company being formed by this document must report its Mailing Address in Article III on this this form. This may be done on the blank line provided and may contain a P.O. Box Number in the Address. Keep in mind, this must be a reliable Mailing Address since the Kentucky Secretary of State will mail official notices to the Address reported here. If you would like future mailings to go to another location, you must request this in writing.

Step 5 – In Article IV, define the management of the Nonprofit Limited Liability Company being formed. If it will be managed by one or more Managers then place a mark in the first check box. If it will be managed by one or more Members then place a check mark in the second box.

Step 6 – In Article V, report the Purpose of forming this Nonprofit Limited Liability Company. Include the reason it is being formed and/or how it will conduct its business or operate in the State of Kentucky as a Nonprofit Limited Liability Company.

Step 7 – Article VI shall require a definition as to when the Effect of a successful filing should occur. By default, it will occur upon a successful filing of this form however you are able to delay this Date of Effect. If you wish to delay the Date of Effect then, on the blank space in Article VI, report the preferred Date of Effect. If you choose this option the Date of Effect must be between the Filing Date and Ninety Days past the Filing Date. If you do not wish to employ this option, then leave this section blank.

Step 8 – Next, at least one Organizer of the forming Nonprofit Limited Liability Company must Sign and Print his or her Name then provide a Date for that Signature. There will be three lines, each for one Organizer, where this may be done. Below this on the blank line just before the Consent paragraph and labeled “Print Name of Registered Agent,” enter the Full Name of the Registered Agent obtained by the forming Nonprofit Limited Liability Company. Below the statement beginning with “consent to serve…,” the acquired Kentucky Registered Agent must Sign and Print his or her Name on the appropriate blank spaces then enter the Date of his or her Signature on the space labeled “Date.”

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Step 9 – You must submit this form in duplicate. That is, the completed form must be copied then signed. Submit one original and one exact copy of the Kentucky Articles of Organization Nonprofit Limited Liability Company to the Kentucky Secretary of State. In addition to the paperwork being submitted, you must also make sure to pay the $40.00 Filing Fee. This may be done with a check payable to “Kentucky State Treasurer.” You may file this form by mail or in person.

File By Mail

Alision Lundergan Grimes
Office of the Secretary of State
P.O. Box 718
Frankfort, KY 40602-0718

File In Person

Room 154 Capitol Building
700 Capital Avenue
Frankfort, KY 40601

Step 10 – Next, make sure your paperwork is in order. For instance, upon a successful filing. you must file a copy of the Kentucky Articles of Organization Nonprofit Limited Liability Company with the country clerk where the Nonprofit Limited Liability Company is located. Also, you must make sure to register with the Kentucky Department of Revenue. During the year, the Kentucky Secretary of State will send a postcard regarding the Annual Report. Every Limited Liability Company must file an Annual Report with the Kentucky Secretary of State between Jan 1 and June 1. For information regarding this visit: www.sos.ky.gov.