Nonprofit Corporation Formation Filing in Kentucky

At a glance

Requirements one by one

Incorporators, name, and purpose

Under § 273.243, one or more persons deliver articles to the Secretary of State. Section 273.247(1) requires each incorporator's name and mailing address, a corporate name, and the corporation's purposes. Any lawful purpose is permitted unless otherwise prohibited (§ 273.167). The name must be distinguishable and use a permitted corporate ending under § 14A.3-010(1)–(2).

First directors and member terms

The articles must give the number of directors on the initial board plus each director's name and mailing address (§ 273.247(1)(f)). Section 273.247(1)'s required list does not call for a member/no-member declaration or a public/mutual/religious type election. It permits incorporators to add lawful internal-affairs and distribution terms.

Office, agent, and acceptance

Under § 273.247(1)(d)–(e), the articles state the initial registered office and agent and the mailing address of the principal office. Section 14A.4-010(1) requires a Kentucky registered office; the agent may be a Kentucky resident individual or a qualified entity, with a business address identical to that office. The incorporator may execute the preformation filing under § 14A.2-020(1)(a)3. Under § 273.247(5), the agent must sign the articles or give written consent delivered with them; § 14A.4-010(2) separately says the appointment is not effective until a nonsigning agent delivers written acceptance.

Fee and effective date

The Kentucky Secretary of State's current fee schedule lists $8 for domestic nonprofit articles. Under § 273.2531(1), corporate existence begins when the Secretary of State files the articles unless a delayed effective date is specified. A specified later time and date may be no more than 90 days after filing (§ 14A.2-070). If the document specifies a later date without a time, it takes effect at 5 p.m. Frankfort time on that date.

What trips people up

Agent acceptance is separate from naming the agent: § 273.247(5) requires the agent's signature on the articles or a written consent accompanying them. The articles also require the initial directors' identities and number (§ 273.247(1)(f)).

Common questions

Must the articles name the principal office?

They must give its mailing address under § 273.247(1)(e); that is a separate entry from the Kentucky registered office and agent.

Can the corporation use any lawful purpose?

Generally yes. Any lawful purpose is available unless another law prohibits it (§ 273.167), and § 273.247(1)(b) requires the articles to state the chosen purpose or purposes.

Statutes and sources

The current official statute excerpts and Secretary of State fee schedule are quoted above with their URLs and access dates.