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

The Kentucky Articles of Organization Professional Limited Liability Company should be filled out then submitted for the approval of the Kentucky Secretary of State. This form acts as a basic template by requiring the minimum amount of information expected by the Kentucky Secretary of State when an entity forms a Professional Limited Liability Company. You may draft and submit articles of your own as well but they too must contain the information on this form. This may be useful since, depending upon the professional services provided, some regulatory boards may require additional paperwork submitted with these articles. It is generally a highly recommended idea to consult with an appropriate professional before submitting such information, such as a Kentucky licensed attorney.

The Kentucky Secretary of State will accept this filing submitted either as a hard copy document (in duplicate) or online. In either case, you will need to pay the $40.00 Filing Fee. If submitting a paper form, this may be remitted with a check payable to “Kentucky State Treasurer” while if submitting online, you may pay with a credit card. The Filing Fee must be paid in full in order for the Kentucky Secretary of state to accept this filing.

How To File Online

Step 1 – Go to the online business portal maintained by the Kentucky Secretary of State by clicking here: Kentucky OneStop Business Portal. enter your login information then select the button labeled “Sign In.”

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Step 2 – Along the top of the main Dashboard area will be a row of icon. Each one is a button. Select the icon labeled “Register My Business.”

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Step 3 – You must now choose whether you want to file your documents with the Kentucky Secretary of State or the Kentucky Department of Revenue. For our purposes, select the button labeled “Business Registration” on the left side of the page.

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Step 4 – Next, you will need to define the origin location of the Professional Limited Liability Company. Indicate this Professional Limited Liability Company is being formed (initially)  in the State of Kentucky by selecting the first radio button.

Step 5 – Locate the drop down list below the words “Select the business structure you are forming for the business you are registering.” Use this drop down list to indicate you are forming a Kentucky Professional Limited Liability Company by selecting “Professional Limited Liability Company. ” Do this by selecting the button labeled “Next.”

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Step 6 – There will be a “Disclaimer” you will need to read and agree to regarding the Kentucky One Stop Business Portal before continuing. Read this page carefully, then click on the check box at the end of it to acknowledge it. When you are ready to proceed with this filing select the button labeled “Next.”

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Step 7 – On this page, you must enter the “Registration Contact” information for these articles. This will be the party the Kentucky Secretary of State initially contacts in the even any issues regarding the approval process need to be clarified. Enter the “First Name,” “Middle Name(optional),” and “Last Name” of the Registration Contact in the fields provided. Following this, enter the Registered Contact’s Email Address in the field labeled “Email,” and report the Registration Contact’s Daytime Phone Number in the field labeled “Phone Number.” When you are ready select “Next.”

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Step 8 – You must confirm the Origin and Entity Type of the Limited Liability Company being formed by this form. Select “Next” to proceed.

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Step 9 – The Business Page Search is a necessary step to this filing. Every Limited Liability Company in the State of Kentucky must have a unique Name with an appropriate suffix. Enter the Name you wish the forming Limited Liability Company will be known to the public and to governing entities as in the text field labeled “Business Name.” Then, in the field labeled “Suffix,” select the business suffix you wish to use at the end of the Name (i.e. “Professional Limited Liability Company,” “PLLC,” etc.).

Step 10 – Read the Disclaimer in the lower part of the page, then click on the check box next to the words “I accept the terms…” When you are ready to search for the Name you wish to use select the button labeled “Search.”

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Step 11 – This page will either confirm the Name you seek is available or require you to search again. When you have found a unique Name the Professional Limited Liability Company may use, the words “Business Name Available” will appear in a bold green below the Name field. If this is the Name you wish to use then select the radio button labeled “Yes.” This will produce several statements on the page that must be read. When you are ready to proceed to the next screen select the button labeled “Next.”

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Step 12 – Next you will need to document the Kentucky Registered Agent who has agreed to receive Service of Process, Notice, or Demand on behalf of the forming Professional Limited Liability Company in the event it is ever required to appear in a court of law. First, define the entity type by selecting either “Individual” or “Business” from the drop down list provided. Several fields will generate in the lower half of the page so that you may enter the Registered Agent’s Identity, Contact Information, and Physical Location. For our purposes, select “Individual” from the drop down list provided.

Step 13 – If the Registration Contact you reported earlier will be the Registered Agent as well, then click on the check box labeled “Use Information from Previous Association” then select this individual’s Name from the drop down list provided. This will auto populate the columns on the right with the chosen party’s Name and Contact Information. Otherwise you will need to enter this information for the “First Name,” “Middle Name (optional),” “Last Name,” “Email,” and “Phone Number” fields in the column on the right in the appropriate fields. 

Step 14 – The column on the left will provide the fields necessary for the Kentucky Secretary of State to know where the Registered Agent is located and who should be addressed in any documents. Report the Name of the party who should be address in the field labeled “ATTN.” Then, select the Country from the drop down list labeled “Country.” Below this will be a field where you must enter the Zip Code where the Registered Agent is located (this will auto populate the City, State, and County fields). Use the Address 1 and Address 2 fields to report the Address of the Street Location where the Registered Agent may be found. This should be composed of a Building Number, Street, and Suite Number. Finally, make sure the City, State, and County fields have been auto populated correctly (if not you may enter this information manually). When you are ready to proceed select the button labeled “Add Registered Agent.”

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Step 14 – This screen will require the forming Professional Limited Liability Company Principal Office Address to be reported accurately. This is especially important since, all correspondence sent from the Kentucky Secretary of State to this entity will be done so with the Address presented here.

Step 15 – If you have entered the Address that must be reported here, then place a mark in the check box labeled “Use a Previous Address” then, in the drop down list provided, select the Address you wish to use. Otherwise use the “ATTN,” “Country,” “Zip/Postal Code,” “Address Line 1,” “Address Line 2,” “City,” and “State fields to report the Principal Office Address the Kentucky Secretary of State may use for correspondence with the forming Professional Limited Liability Company. When you are ready, select the button labeled “Next.”

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Step 16 – On this page, you must define the forming Professional Limited Liability Company a bit further. First, next to the words “Managed by” select the first radio button if the Professional Limited Liability Company will be managed by “Members.” If the Professional Limited Liability Company will be managed by “Managers,” then select the second radio button.

Step 17 – When forming a Professional Limited Liability Company in the State of Kentucky, you must specifically name the Professional Service being provided by the forming Professional Limited Liability Company. Do this by selecting the Professional Service from the drop down list provided next to the words “Professional Service Rendered.”  Once you have done this select the button labeled “Next.”

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Step 18 – The “Add a Business Representative” page will require the Name and Address of at least one Organizer. Next to the words “Are you representing the company as an individual or business” select either “Individual” or “Business” to indicate if the Organizer is a person or a business entity. Below this make sure that “Organizer” is selected. For our purposes, select “Individual” from the first drop down list.

Step 19 – You may auto populate the fields defining the Identity, Contact Information, and Address of the Organizer being reported by selecting the check box next to the words “Use Information from Previous Association” and selecting the appropriate party from the drop down list that becomes available on the same line. If not, enter the Name of the Party who should be Addressed in a correspondence from the Kentucky Secretary of State in the first field. Following the column on the left, enter the Country, Zip Code, and Address of the Organizer. Notice when you fill in the Zip Code, the fields “City,”,” and “County” will auto populate. Make sure they have done so correctly or enter this information into those fields. In the column on the right, enter the First Name, Middle Name, and Last Name to report the Identity of the Organizer being reported. Then use the “Email” and “Telephone Number” fields to report the Email Address and Daytime Phone Number of the Organizer. When you have done this select the button labeled “Add Business Representative.”

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Step 20 – On the page labeled “Delayed Effective Date,” select the radio button labeled “Yes” then, enter a Date Between the Filing Date and 90 Days past the Filing Date and Time of Day you wish the specific Effective Date and Time to be in the fields provided, if you wish to designate a specific Date of Effect for these articles. If not, then select the radio button labeled “No.” Selecting “No” will mean the Effect of these articles commences upon a successful Filing Date. When you are ready select the button labeled “Next” to proceed to the next section.

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Step 21 – On the Business Administrators page, you must name the Identity and provide the Contact Information for at least one individual to be contacted in the use of the Kentucky OneStop site. In most cases, this is the account holder who has logged in and utilizes this website for official business. You may name yourself by selecting the check box in the center of the paragraph or you may select someone else by clicking on the button labeled “Add another Business Administrator.” You may name yourself and add another party if you wish. You will need to report the “First Name,” “Last Name,”  and “Email” (make sure to write the same email address in the “Confirm Email” field) of anyone named as a Kentucky OneStop Business Administrator.  When you are ready, select the button labeled “Next.”

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Step 22 – Locate the first paragraph on the “Electronic Signature” page. Now, from the drop down list next to the word “I,” select the Name of the Organizer who shall provide the Electronic Signature for the Kentucky Articles of Organization Professional Limited Liability Company. The Organizer must read this paragraph then in the two fields directly below it “Signature” and “Date,” type in his or her Name and report the Date he or she has provided an Electronic Signature.

Step 23 – Locate the second paragraph on the “Electronic Signature” page. Here, the Registered Agent must provide verification that he or she has consented to acting as a Kentucky Registered Agent for the forming Professional Limited Liability Company. In the second field labeled “Signature,” the forming Professional Limited Liaibility Company’s Kentucky Registered Agent must provide his or her consent by typing in his or her Name. Then in the field ext to this, labeled “Date,” the Kentucky Registered Agent must report the Date he or she has provided the Electronic Signature on this page. When you are ready select “Next.”

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Step 24 –  The next page will give you an opportunity to review the information provided before progressing to the payment area. You will need to supply the account information for either a credit card or a prepaid account to pay the $40.00 Filing Fee required for the Kentucky Articles of Organization Professional Limited Liability Company. When you have received notice this filing is successful, log in to your OneStop account then print a copy of the articles. You must submit a copy of an approved Kentucky Articles of Organization Professional Limited Liability Company to the County Clerk where the Principal Office is located.

Step 25 – Shortly before it is due, the Kentucky Secretary of State will send an Annual Report Post Card to the newly formed Professional Limited Liability Company. Every Limited Liability Company in Kentucky must submit an Annual Report using this post card or online between Jan 1 and June 1. The first Annual Report of a Professional Limited Liability Company will be due June 1 following the year it has registered with the Kentucky Secretary of State.

 

How To File By Mail

Download Form

Step 1 – Select the link “Download Form” for a blank Kentucky Articles of Organization Professional Limited Liability Company. This will enable you to download a copy of the Kentucky Articles of Organization Professional Limited Liability Company to you machine. Download this form then either use a PDF program or PDF form friendly browser to enter the information required directly on screen or you may print this form then type in the information.

Step 2 – Document the Full Name you wish the Professional Limited Liability Company to be known as and operate under on the blank space in Article I. This Name may not be used or owned by any other entity in the Kentucky Secretary of State record books. Additionally it must bear a business status suffix such as “Professional Limited Liability Company,” “P.L.L.C” or a reasonably accepted abbreviation of such.

Step 3 – Report the Street Address of the Kentucky Registered Office where the Registered Agent obtained by the forming Professional Limited Liability Company may be physically found on the first blank line in Article II. Then, on the second blank line in Article II, report the Full Name of the Kentucky Registered Agent who has consented to receive Service of Process on behalf of the forming Professional Limited Liability Company being formed and whose Signature shall be provided.

Step 4 – The forming Professional Limited Liability Company’s Mailing Address (for the Principal Office) must be reported in Article III. This will be the official Mailing Address used by the Kentucky Secretary of State when it sends notices and other important documents (such as the Annual Report post card) to the forming Professional Limited Liability Company.

Step 5 – If one or more Managers will be managing the forming Professional Limited Liability Company then place a mark in the first blank space in Article IV. If one or more Members will be managing the Professional Limited Liability Company then mark the second blank pace in Article IV.

Step 6 – You must report the Profession Services provided by the forming Professional Limited Liability Company on the blank space in Article V.

Step 7 – If you wish the Effective Date of the Kentucky Articles of Organization Professional Limited Liability Company to be later than the Filing Date (if successful), you may request this on the blank space available in Article VI. This may be anytime between the Filing Date and 90 Days past the Filing Date. If you wish the Effective Date of the Articles of Organization Professional Limited Liability Company, leave this article blank.

Step 8 – At least one Organizer must Sign and Print his or her Name on the blank spaces provided below the words “I/We declare under penalty…” near the bottom of th page. Once an Organizer Signs and Prints his or her Name. He or she must enter the Date this was executed on the blank space labeled Date.

Step 9 – Below the Signature area of the Organizers, locate the blank space labeled “Print Name of Registered Agent” then Print the Full Name of the Kentucky Registered Agent for the forming Professional Limited Liability Company. This must be the same party reported in Article II. Below this will be a space for the Kentucky Registered Agent to Sign and Print his or her Name then report the Date of Execution on the blank space labeled “Date.”

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Step 10 – You may Mail or Deliver the Kentucky Article of Organization Limited Liability Company to the Kentucky Secretary of State but must also make sure to include an exact copy and any additional paperwork necessary for the forming Professional Limited Liability Company to register properly. This must be accompanied with a check payable to the “Kentucky State Treasurer” in the amount of $40.00 (Filing Fee).

Mail To:

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

Deliver To:

Room 154 Capitol Building
700 Capital Avenue
Frankfort, KY 40601

Step 11 – Next, you will need to visit www.sos.ky.gov to obtain a copy of your filed articles. You will need to submit at least one copy of a successful filing to the county clerk of the county the forming Professional Limited Liability Company is located in. You will also need to register with the Kentucky Department of Revenue. This is because these articles will only satisfy one requirement of the Kentucky Secretary of State while other entities will require their own processes by forming Limited Liability Companies. The Kentucky Secretary of State will mail an Annual Report post card shortly before the Annual Report will be due. All Limited Liability Companies must file an Annual Report between Jan 1 and June 1, starting with the year following formation. You may visit www.sos.ky.gov for more information regarding Annual Reports.