Kentucky: Business Corporation Formation Filing Requirements

Requirements one by one

Governing law and filing record

Kentucky's ordinary business corporation is formed under KRS Chapter 271B,
with Chapter 14A supplying common filing rules. KRS § 271B.2-010 calls the
constitutive record Articles of Incorporation and directs delivery to the
Secretary of State.

Incorporator and signature

KRS § 271B.2-010 permits one or more persons to act as incorporators. Before
directors are selected or the corporation exists, KRS § 14A.2-020(1)(a) assigns
the filing signature to an incorporator. Current Form PAI requires the signature,
printed name, title, and date beneath a declaration made under penalty of
perjury; it does not add a notary or witness.

Name, purpose, and duration

The name must be distinguishable and use an approved corporate ending under
KRS § 14A.3-010(1)-(2). KRS § 271B.3-010 gives the corporation every
lawful-business purpose unless the articles narrow it, while KRS
§ 271B.3-020(1) makes duration perpetual unless the articles provide otherwise.

Agent, office, and addresses

KRS § 271B.2-020 requires the initial registered office and agent, principal-
office mailing address, and each incorporator's name and mailing address. KRS
§ 14A.4-010(1)-(2) requires the agent's business address to match the Kentucky
registered office and requires written acceptance unless the agent signs the
appointment document. Form PAI uses a street-only registered-office field but
allows a street address or post-office box for the principal office and
incorporators.

Shares, classes, and par value

KRS § 271B.2-020 requires the authorized-share count and makes par value an
optional articles term. KRS § 271B.6-010 goes further when the capital structure
uses classes or series: the articles prescribe each designation and share count,
and before issuance must describe preferences, limitations, and relative rights.
The current one-class Form PAI warns filers not to use it for multiple classes.

Directors and other disclosures

KRS § 271B.2-020 makes initial-director names and mailing addresses optional.
The ordinary form does not request officers or owners. Form PAI does add a
conditional checkbox for an entity that retails authorized nicotine-vapor
products and asks a business claiming the veteran-owned filing-fee waiver for
redacted ownership evidence.

Optional and restricted provisions

KRS § 271B.2-020 permits lawful articles terms about purpose, management,
corporate and shareholder powers, par value, specified shareholder liability,
and provisions otherwise permitted in bylaws. A director-liability limitation is
also permitted, but the statute preserves liability for conflicting financial
interests, bad faith or intentional misconduct, known legal violations,
unlawful-distribution votes, and improper personal benefits.

Method, fee, attachments, and effect

Current Form PAI accepts online filing through the One Stop Business Portal or
one exact paper copy by mail or in person. KRS § 271B.1-220 sets the articles
fee at $40. KRS § 136.060 adds a share-based organization tax due at
incorporation: one cent per share through 20,000, then lower marginal rates,
with a $10 minimum. The ordinary total is therefore at least $50; Form
PAI instructs a filer authorizing more than 1,000 shares to obtain the total
from the Secretary of State.

KRS § 14A.2-165 waives the articles filing fee for a qualifying veteran-owned
business. Its text addresses filing fees, while KRS § 136.060 separately labels
the share charge an organization tax.

Corporate existence ordinarily begins when the Secretary of State files the
articles under KRS § 271B.2-030. Although the standard form says it is effective
on filing, KRS § 14A.2-070 permits a stated delayed time and date up to 90 days
later; a date without a time takes effect at 5 p.m. Frankfort time.

Organization, officers, and bylaws

Under KRS § 271B.2-050, named initial directors hold the organizational meeting.
If none are named, the incorporators meet to elect directors and complete
organization, or elect a board that does so. The tasks include appointing
officers, adopting bylaws, and handling other organization business. KRS
§ 271B.2-060 separately requires the incorporators or board to adopt initial
bylaws. Incorporators may act by unanimous written consent, and KRS
§ 271B.8-210 supplies a similar unanimous written-consent route for the board
unless the articles or bylaws say otherwise.

What trips people up

The form's single blank for authorized shares is not a complete multiple-class
charter. KRS § 271B.6-010 requires class or series designations and rights in
the articles, and Form PAI expressly directs a multiple-class filer not to use
the standard form.

The $40 filing fee is not the full ordinary minimum. The organization tax is due
at incorporation, and KRS § 136.060 says a corporation subject to it may not
exercise corporate powers until the tax is paid.

The statutory delayed-effective-date route is not a labeled field on Form PAI.
It must be stated as an additional article rather than inferred from processing
time.

Kentucky does not require formation publication or a separate initial report.
Form PAI instead points to the first annual report, due between January 1 and
June 30 of the calendar year after formation.

Common questions

Must the articles list initial directors?

No. KRS § 271B.2-020 makes that information optional. If directors are not
named, KRS § 271B.2-050 puts the first organizational step in the hands of the
incorporators.

Can the principal office be outside Kentucky?

Yes. Form PAI describes the principal office as in or out of Kentucky. The
Kentucky street-address requirement applies to the registered office instead.

Does the standard form support more than one share class?

No. Form PAI says not to use it when more than one class is authorized. The
custom articles must satisfy KRS § 271B.6-010's designation-and-rights rules.

Statutes and sources

• KRS §§ 271B.1-220, 271B.2-010 to -060, 271B.3-010 to -020,
  271B.6-010, and 271B.8-210 — fee, incorporators, articles, existence,
  organization, bylaws, default purpose and duration, share terms, and board
  consent. https://apps.legislature.ky.gov/law/statutes/chapter.aspx?id=38517
  (accessed August 14, 2026).
• KRS §§ 14A.2-020, 14A.2-070, 14A.2-165, 14A.3-010, and
  14A.4-010 — execution, delayed effectiveness, veteran-owned filing-fee
  waiver, name, agent, office, and consent. Individual current section URLs are
  recorded above (accessed August 14, 2026).
• KRS § 136.060 — share-based organization tax and $10 minimum.
  https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=28495
  (accessed August 14, 2026).
• Kentucky Secretary of State — Form PAI,
  revision July 2025 (accessed August 14, 2026).