Limited Liability Companies
A limited liability company is an unincorporated business organization. It is formed by filing articles of organization with the Secretary of State. The members and managers are not personally liable for the debts of the business.
Kentucky Revised Statutes 275 governs LLCs. The filing fees section of this site shows the various filings and their associated fees.
The name of a limited liability company in Kentucky must contain the words “limited liability company,” “limited company,” “LLC,” or “LC.” The word “Limited” may be abbreviated as “Ltd.” and the word “Company” may be abbreviated as “Co.”
Before any name can become the name of a LLC, the Secretary of State’s office must determine that it is an available name.
Contents for LLC Articles of Organization:
The articles of organization of a limited liability company must set forth:
- A LLC name that satisfies the requirements of KRS 275.100;
- The street address of the LLC’s initial registered office and the name of its initial registered agent at that office;
- The mailing address of the LLC’s principal office; and
- A statement that the LLC is to be managed by its members or by a manager or managers.
Unless the registered agent signs the articles, a written statement of the initial registered agent consenting to serve in that capacity must accompany the articles of organization.
Registered Agent and Registered Office for LLCs
Every LLC formed or doing business in Kentucky is required by law to maintain a registered office and a registered agent in Kentucky upon whom process (such as lawsuit summons and subpoenas) may be served. Selecting a registered agent is important because service of process on the registered agent is deemed to be service on the limited liability company regardless of whether the registered agent actually forwards the notice to the LLC.
The articles of organization must state the street address of the company’s initial registered office and identify the company’s agent at that office. The registered agent may be a Kentucky resident, a Kentucky corporation (profit or nonprofit), a Kentucky limited liability company, a foreign corporation (profit or nonprofit) or foreign limited liability company that is authorized to do business in Kentucky.
Whenever the registered office or agent of a LLC changes, the company is required by law to change the registered agent and/or office by making a filing with the Secretary of State. This form is available from the Secretary of State.
Principal Office Address for LLCs
The principal office is the office (in or out of Kentucky) where the principal executive offices of an LLC are located. This address must be provided in the articles of organization. The most recently reported principal office address appears in the annual report forms that are sent to every LLC each year. Whenever a change in the principal office address of an LLC occurs, a form called Statement of Change of Principal Office Address must be filed with the Secretary of State, together with the filing fee of $10.00.
Filing Requirements for Articles of Organization for LLCs
- The document must be typewritten or printed.
- The document must be signed by an organizer.
- The document must be delivered to the Secretary of State for filing and accompanied by two (2) exact or conformed copies and the correct filing fee.
The Secretary of State retains the original and returns two (2) “filed stamped” copies to the limited liability company. One copy must then be filed and recorded by the county clerk of the county where the registered office of the limited liability company is located.
Foreign LLCs transacting business in Kentucky do not file Articles of Organization, but must obtain a Certificate of Authority from the Secretary of State by filing an application with a filing fee on a form available from the Secretary of State. The foreign LLC must use an available name in order to obtain its certificate.
A foreign limited liability company not transacting business in this state may register its name by filing an application supplied by the Secretary of State.
On-Going Obligations of LLCs
Once an LLC (foreign or domestic) is registered with the Secretary of State, it has a few continuing obligations imposed by law. These are:
- Each year, file an annual report with the Secretary of State.
- Report any change in the corporation’s registered agent or registered office on aStatement of Change form as soon as those changes occur.
- Report any change in the principal office address to the Secretary of State on a Statement of Change of Principal Office Address.
Making Changes to the LLC
Certain changes to a LLC cannot be accomplished without making a filing with the Secretary of State. These filings and the changes they cover include:
1 – Articles of Amendment: Articles of amendment to the articles of organization can be filed to:
- Change the LLC name,
- Change the latest date that the LLC is to dissolve, or
- Change the form of management.
Articles of amendment of LCC must comply with KRS 275.030. The Secretary of State does not provide forms for articles of amendment to the articles of organization. Filing fees are set by statute.
2 – Articles of Merger: An LLC can merge with another LLC, a corporation, or a limited partnership. Merger is formally accomplished by the filing of articles of merger with the Secretary of State. Forms are not furnished for articles of merger. Filing fees are set by statute.
3 – Articles of Dissolution: When a LLC dissolves as described in KRS 275.285, articles of dissolution must be filed with the Secretary of State. Articles of dissolution for a LLC must comply with KRS 275.315. The Secretary of State does not provide forms for articles of dissolution. Filing fees are set by statute.