How To Form an S Corporation in Kentucky


There are many benefits to forming an S corporation in Kentucky. The tax laws are different for S corporations as compared to other business entities like LLCs or C corporations. In addition, there is only one level of taxation at the corporate level instead of double taxation like you would find with a partnership or sole proprietorship. This means that any profits earned by the company will be taxed at the corporate level, but any money distributed to shareholders would not be taxed again since it comes from after-tax profits. Since S corporations don’t pay federal income taxes on their operations or distributions, they have been called “flow-through” entities because they distribute all of their earnings directly through ownership interests to their owners without incurring additional taxes along the way (1).

Get a Registered Agent:

  • Get a registered agent:

A registered agent is a person or company authorized to accept legal service on behalf of the corporation, in addition to being a resident of Kentucky and maintaining an office in Kentucky. The registered agent must also be available during normal business hours for the purpose of receiving legal process.

Choose a Business Name:

To form an S corporation in Kentucky, you must choose a business name. Your business name cannot be the same as another business that is already registered with the Secretary of State’s office or another state. You also may not use a government agency name or trademarked word as your company name.

Your choice of a business name must include one of the following:

  • A foreign corporation (corporation formed under laws other than those of Kentucky)
  • A limited liability company (LLC)
  • An association
  • A partnership

File Articles of Incorporation:

You must file articles of incorporation with the Secretary of State and pay a fee. If you are not a corporation, you may also have to pay additional fees if your business is a foreign entity or if it is located in another state.

Create Corporate Bylaws:

The bylaws of your corporation should be compiled and approved before you begin operations. The practical purpose of corporate bylaws is to provide a framework for the operation of your business, serve as a reference guide, establish procedures for making decisions and holding meetings, describe officer duties and responsibilities, explain how conflicts can be resolved, and ensure that all shareholders have equal rights (or at least similar rights).

The main sections in an S corporation’s corporate bylaws typically include:

  • A description of what type of organization it will be (e.g., corporation or limited liability company)
  • How many people can vote on major decisions
  • Who is eligible to serve as officers or directors (e.g., age requirements)

Hold a Board of Directors Meeting:

As a shareholder of an S corporation, you will be a member of the company’s board of directors. The board is responsible for the overall direction of your company; it also elects officers and hires employees.

The board must meet at least twice each year, but it may meet more often if necessary (such as when major decisions need to be made). If you have not already done so, please bring up this issue with other shareholders and get them on board with your idea before calling this meeting.

Create Stock Certificates:

  • Create stock certificates:
  • First, you’ll need to create individual stock certificates for each shareholder in your corporation. You can do this by typing up the names of your shareholders and listing their respective share amounts on a blank piece of 8 1/2-by-11 paper (you can also use an actual certificate).
  • Make sure that all of this information is legible and clearly visible so that it can be easily read when viewed from a distance (such as across a table).
  • Also make sure that you sign each individual certificate after creating them, so there won’t be any confusion about who owns what shares later down the road!
  • Once all certificates are signed, file them within 30 days after incorporation date.

File Form 2553 with the IRS

The next step is to file a Form 2553 with the IRS. Form 2553 is a tax form that is used to elect S corporation status for your business, and you must do this within 75 days of electing S corporation status. Once you have filed your form, it will be processed and sent back from the IRS within 60 days of filing. The entire process should take about 90 days total from start to finish.

Once you have completed all of these steps (and paid any associated fees), you will officially be an S-corporation!

The Steps to Incorporate in Kentucky may Vary

In Kentucky, the steps to incorporate in Kentucky may vary depending on the type of business entity you are forming. The following information is only a general overview of the process and should not be construed as legal advice. This summary will provide you with an introduction to forming an S corporation in Kentucky:


Hopefully, we’ve made it clear that forming an S corporation in Kentucky is not a particularly difficult process. As long as you follow the right steps and keep good records of everything you do, you should be able to incorporate without too much hassle. One thing we didn’t cover here, though, is how to operate your business once your company has been formed—but luckily there are plenty of resources on this website (and others) that can help! If you still have questions about incorporating or need more information before making a decision about whether or not this type of business ownership would be right for your needs at all times feel free contact us anytime.

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