How to Form a Professional Corporation in Kentucky


Steve Goldstein
Steve Goldstein
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Form a Professional Corporation in Kentucky

Are you considering starting a professional corporation in Kentucky? Congratulations! Establishing a professional corporation is an excellent choice for entrepreneurs and professionals alike who seek to benefit from a business structure that provides limited liability protection, tax advantages, and enhanced credibility. However, navigating the process of forming a professional corporation in Kentucky can be daunting.

This article aims to provide a comprehensive guide on how to form a professional corporation in Kentucky, covering everything from understanding the basics of this business entity to the essential steps and requirements you must comply with to launch your new venture successfully. Let’s dive in and explore the ins and outs of forming a professional corporation in Kentucky!

What is a Professional Corporation in Kentucky?

A professional service corporation (PSC), sometimes called a professional corporation (abbreviated as PC), is a type of organization authorized by state law to allow owners of particularly licensed professions in Kentucky. The owner of a professional corporation is responsible for their own negligence or misconduct, but they are not held personally accountable for the actions of other owners. PC or P.C. is a regularly used abbreviation to identify professional corporations.

PCs and LLCs provide personal asset protection; that is, the personal assets are free from business debts. However, they do not have similar tax benefits. There is no secret formula as to which type of business structure is better than the other. It solely depends on the requirements of your business. However, forming an LLC is easier than setting up a PC in Kentucky.

LLCBuddy Editorial Team

Unlike other types of corporations, owners of Professional Corporations get two types of citizenship. One is where they incorporated the corporation, and the other is where they conduct the business. This benefit is not available for other types of corporations. You can form a free LLC in Kentucky if you hire a professional service that provides LLC formation at $0.

How to Form a Professional Corporation in Kentucky

To form a Professional Corporation for the professional service you provide, you must follow a few steps that include verifying if you are qualified for a PC, naming your business, hiring a Registered Agent, filing the Articles of Incorporation, outlining an operating agreement, requesting for an EIN, opening a bank account, getting a business license, and filing for an annual report and taxes.

Step 1: Verify If You Are Qualified for a Professional Corporation

In forming a professional corporation in Kentucky, you should know if you are qualified. There are specific professions that are allowed to form a professional service corporation, including-

  • Doctors
  • Architects
  • Engineers
  • Accountants
  • Lawyers and others

You should be qualified to have a license to provide your service. In most cases, once you have graduated with your studies, passed the exam, and got your license, you may now form a professional corporation. However, if you work in an industry that doesn’t offer a license or professional certification, you should consider forming a corporation or limited liability company.

Step 2: Name your Professional Corporation in Kentucky

After you have decided on the idea to form a professional corporation in Kentucky, deciding the name for your corporation is significant. There is a complete guide on Kentucky LLC name guidelines for you to have a proper business name. Here are some regulations you must follow while naming your professional corporation.

  • The business name should have the word PC, frequently followed by the name of the principal owner in place of Inc or LLC. (Example. John Doe, MD, PC)
  • No confusion with a government entity name.
  • A unique name is needed with no match
  • Limit of restricted words that need a license.

In Kentucky, if you do not wish to file your professional corporation right away but want to hold the name that you have decided on, then you can reserve your corporation name for 120 days. To keep the name, you must file a name reservation application with Kentucky Secretary of State.

A professional corporation, professional association, service corporation, or professional service corporation must be present in the name if it doesn’t already. You might opt to register your business under a different legal name if your preferred name isn’t available. Once you have chosen a name, you can submit an application for a DBA (doing business as). In this manner, you can choose any name you desire to run a clinic or law firm.

Step 3: Choose the Kentucky Registered Agent

The next step in forming a professional corporation is hiring the Kentucky Registered Agent, a person that accepts legal paperwork on behalf of your business. This person or business will receive important tax forms, legal documents, all notices of lawsuits, and other official government correspondence in Kentucky. Forming a professional corporation for your service will be easier if you have Registered Agent in Kentucky.

Alternatively, you can serve as your own Kentucky Registered Agent if you have the time. However, you must stay compliant to avoid missing any important documents from Kentucky.

Step 4: File the Articles of Incorporation in Kentucky

After you hire a Kentucky Registered Agent to form a professional corporation, the next step is to file the Kentucky Articles of Incorporation. In writing the Articles of Incorporation, the business name, owner’s contact information, corporation address, and Registered Agent contact information should be written. You should also include the names of all co-owners. All owners have to prove they have the proper license to practice the specific profession they intend to.

Filing the Articles of Incorporation in Kentucky may be done with two ways, online and by mail. The Articles of Incorporation fee may vary from different states. However, in Kentucky, it costs $40 for filing online and by mail. Get the online form from Secretary of State, fill it up, and submit. Don’t refresh the page during the process. It will erase everything.. For offline filing, Send the form by mail to Michael G. Adams, Office of the Secretary of State, P.O. Box 718, Frankfort, KY 40602.

Step 5: Write an Operating Agreement in Kentucky

An operating agreement is a document that contains all of your company’s organizational details. It is not required to draft an operating agreement in most states. Yet, having one as an internal document is strongly advised. The Kentucky operating agreement includes information like-

  1. About Business
  2. Members and management
  3. Capital contribution
  4. Profit Distribution
  5. Change of membership
  6. Dissolution

Step 6: Designate the PC Board of Directors in Kentucky

The next step is to appoint the initial board of directors in your PC in Kentucky. All the initial directors must submit their details to the owner. The owner must keep the records and submit them in accordance with the Kentucky SOS. When writing the By-laws, as a shareholder and owner, you must make sure there is a point mentioned about appointing a new director later.

Step 7: Write the Corporate Bylaws

Now that you are done forming the team of the board of directors, the next step is to draft corporate bylaws. Corporate bylaws are the basic rules that control a corporation. It includes the organization’s structure, processes, laws, and rules. As a result, all personnel, managers, and corporation members must obey the firm’s rules.

In creating corporate bylaws, you should include the following on how the decisions will be made.

  • The responsibilities are given to each officer.
  • How will judgments in business be made?
  • Where and when are the annual shareholder meetings?
  • The minimum number of shareholders required for decision-making.
  • Location and timing of dividend payments.

Step 8: Hold the First Board of Directors’ Meeting

After drafting the corporate bylaws, gather all the board of directors for the first meeting. This meeting will be finalized by appointing directors to manage the company’s daily operations, approve the bylaws, choose the corporation’s accounting year, and approve the stock issue. All board meetings should have minutes taken and stored with the company’s records.

Step 9: Request an EIN in Kentucky

After documenting the operating agreement, you should get or request an Employer Identification Number (EIN). An EIN will serve as the tax ID for your professional corporation. EIN can be obtained from the Internal Revenue Service (IRS). It is a 9-digit number similar to Social Security Number. EIN, however, is distinct from SSN. It is only used for business-related activities, particularly for submitting general taxes. The form must be completed and uploaded to the IRS website.

The application of an EIN in Kentucky can be through the following:

  • Apply Online- The online EIN application is the preferred method for customers to apply for and obtain an EIN.
  • Apply by Fax- Taxpayers can fax the completed Form SS-4 application to the appropriate fax number), after ensuring that the Form SS-4 contains all of the required information.
  • Apply by Mail- The EIN application Form SS-4 can be filed via mail. The processing time frame to receive the mail is 4 weeks.
  • Apply by Telephone-International Applicants – International applicants may call 267-941-1099 (not a toll-free number) from 6 a.m. to 11 p.m. (Eastern Time) Monday through Friday to obtain their EIN.

After you have your EIN number, you can benefit in a number of ways. It will give your professional corporation the final advantage necessary to operate at full capacity without encountering legal or judicial issues.

Step 10: Open a Bank Account and Prepare for Taxes

Once you have filed and received your Employer Identification Number, you should open a bank account since you will use this account for yourself, your clients, and your employees.

Your business dealings in Kentucky might be simpler by having a US business bank account because it boosts your company’s legitimacy and liquidity. For firms other than sole proprietorships, most banks demand an EIN to create a business bank account. Also, keeping separate finances helps you avoid combining personal and professional finances. Also, having an EIN makes tax preparation easier. With a professional corporation, you can anticipate paying employment and corporate taxes.

Step 11: Get a Business License in Kentucky

Before your professional corporation operates in Kentucky, you need to have a business license first. A business license is a formal document issued by the state government agency that allows you to operate your business in the geographic region that that agency governs. In Kentucky, business license and permit costs depend on the business’s nature and type. You must check with the local authorities if any special licenses or city-based permits are needed.

Step 12: File Your Taxes in Kentucky

Finally, you are down to the last step. After getting a business license and being ready to operate, do not forget to file your taxes first. You should start paying taxes quarterly as soon as possible to avoid a large tax bill. Each state has different tax requirements. Go through the Kentucky classification of taxes for the taxes an LLC in Kentucky has to pay.

Important Information

Maintaining Professional and Business License in Kentucky

Now that you have established your professional corporation, you must maintain or renew your professional license every now and then. Even if your business is established but you don’t have a valid license to operate, your business is irrelevant. And, even if your professional license is still valid for a year or two, but your business license is already expired, it is still irrelevant.

Make time to check the status of your licenses at least once per year. Then, you can keep from missing anything significant. If there are any issues, you can address them.

Filing an Annual Report in Kentucky

In Kentucky, you will be required to submit a report each year. The owners’ and Registered Agent’s names and contact details are listed in the annual report. Also, it should include all of your yearly financial activity. You must submit one yearly in Kentucky, and you can do it yourself or hire someone else to handle it. Everything must be precise and up to date.

Advantages of Forming a Professional Corporation in Kentucky

A professional corporation takes a lot of time to process and pursue. However, with the help of the Kentucky Registered Agent, everything will become easier. In fact, there are advantages that will help you form a professional corporation in Kentucky.

  1. Limited Liability: The biggest advantage of setting up a professional corporation is that the owners are not held personally responsible for the debts and obligations of the company. This indicates that only the company’s assets will be confiscated to settle claims and creditors if the business is sued or declares bankruptcy. Additionally, this protection exempts corporate owners from being held accountable for other owners’ reckless or criminally negligent acts.
  1. Tax Deductions: Similar company expenses, such as employee fringe benefits, startup and operating costs, and equipment purchases, can be written off by professional companies in the same ways they can be for other kinds of firms. However, there are several tax deductions professional corporations can take advantage of that other types of businesses can’t. For example, the salaries and bonuses paid to owners and employees are tax-deductible.
  1. Retained Earnings: Professional corporations can keep a portion of their profits under the corporate tax system to grow their companies.

FAQs

What is a professional corporation in Kentucky?
In Kentucky, a professional corporation (PC) is a type of corporation that is formed to render personal services by one or more licensed individuals in the fields of medicine, law, architecture, engineering, accounting, actuarial science, or any other profession authorized by law.
What are the benefits of forming a professional corporation in Kentucky?
Forming a professional corporation in Kentucky provides the owners with liability protection, tax flexibility, and the ability to transfer ownership. It also provides the corporation with the ability to own property, enter into contracts, and sue or be sued.
How do I form a professional corporation in Kentucky?
To form a professional corporation in Kentucky, you must file articles of incorporation with the Kentucky Secretary of State. The articles must include the corporate name, the names of the incorporators, the address of the corporation’s registered office, and the name and address of the corporation’s registered agent.
How much does it cost to form a professional corporation in Kentucky?
The filing fee to form a professional corporation in Kentucky is $15.
What information is needed to form a professional corporation in Kentucky?
To form a professional corporation in Kentucky, you must provide the corporate name, the names of the incorporators, the address of the corporation’s registered office, and the name and address of the corporation’s registered agent.
How long does it take to form a professional corporation in Kentucky?
It typically takes 2-3 business days to form a professional corporation in Kentucky.
Are there any restrictions on the name of a professional corporation in Kentucky?
Yes, professional corporations in Kentucky must include the terms “Professional Corporation” or “P.C.” in the corporate name, and the name must be distinguishable from any other business entity on record with the Kentucky Secretary of State.
What is a registered agent in Kentucky?
In Kentucky, a registered agent is a person or entity designated to receive service of process and other official documents on behalf of the professional corporation.
Who can be a registered agent in Kentucky?
Any individual or business entity with a street address in Kentucky can be a registered agent.
What are the duties of a registered agent in Kentucky?
The duties of a registered agent in Kentucky include receiving service of process and other official documents on behalf of the professional corporation, and notifying the professional corporation of any documents received.
Are there any reporting requirements for professional corporations in Kentucky?
Yes, professional corporations in Kentucky must file an annual report with the Kentucky Secretary of State. The annual report must include the name and address of the corporation, the address of the registered office, and the name and address of the registered agent.
What are the tax implications of forming a professional corporation in Kentucky?
Professional corporations in Kentucky are subject to state and federal taxes. Specific tax implications will depend on the type of services provided by the professional corporation.
Can I change the articles of incorporation for my professional corporation in Kentucky?
Yes, you can amend the articles of incorporation for a professional corporation in Kentucky by filing an amendment with the Kentucky Secretary of State.
Can I merge a professional corporation in Kentucky with another business entity?
Yes, professional corporations in Kentucky can merge with other business entities. The merger must be approved by the Kentucky Secretary of State and must comply with the applicable laws.
Can a professional corporation in Kentucky own real estate?
Yes, professional corporations in Kentucky can own real estate.
Can a professional corporation in Kentucky issue stock?
Yes, professional corporations in Kentucky can issue stock.
Can a professional corporation in Kentucky sue or be sued?
Yes, professional corporations in Kentucky have the capacity to sue or be sued in their own name.
Can a professional corporation in Kentucky enter into contracts?
Yes, professional corporations in Kentucky have the capacity to enter into contracts in their own name.
Are there any restrictions on the types of services a professional corporation in Kentucky can provide?
Yes, professional corporations in Kentucky are restricted to providing personal services in the fields of medicine, law, architecture, engineering, accounting, actuarial science, or any other profession authorized by law.
Is there a limit to the number of shareholders a professional corporation in Kentucky can have?
No, there is no limit to the number of shareholders a professional corporation in Kentucky can have.
Are there any restrictions on who can be a shareholder in a professional corporation in Kentucky?
Yes, only individuals who are licensed to render the same professional services as the professional corporation can be shareholders in a professional corporation in Kentucky.
Are there any restrictions on who can be an officer of a professional corporation in Kentucky?
Yes, only individuals who are licensed to render the same professional services as the professional corporation can be officers of a professional corporation in Kentucky.
Does a professional corporation in Kentucky need to hold annual meetings?
Yes, professional corporations in Kentucky are required to hold annual meetings of shareholders.
Does a professional corporation in Kentucky need to keep minutes?
Yes, professional corporations in Kentucky are required to keep minutes of all shareholder and board meetings.
Does a professional corporation in Kentucky need to keep records?
Yes, professional corporations in Kentucky are required to keep records of all corporate transactions, including the issuance of stock.
What happens if a professional corporation in Kentucky fails to file its annual report?
If a professional corporation in Kentucky fails to file its annual report, the corporation may be administratively dissolved by the Kentucky Secretary of State.
What are the requirements for forming a professional corporation in Kentucky?
To form a professional corporation in Kentucky, you must file Articles of Incorporation with the Kentucky Secretary of State, select a corporate name, obtain a registered agent and appoint a board of directors.
What type of businesses can form a professional corporation in Kentucky?
Professional corporations in Kentucky are typically formed by medical professionals, lawyers, accountants and other professionals who provide services that require a professional license.
Are there any restrictions on professional corporations in Kentucky?
Yes, professional corporations in Kentucky are not allowed to engage in activities outside of their professional scope and must adhere to all state regulations and laws.
How do I maintain a professional corporation in Kentucky?
To maintain a professional corporation in Kentucky, you must keep records of all important corporate documents, file annual reports, and pay any required fees.
How do I dissolve a professional corporation in Kentucky?
To dissolve a professional corporation in Kentucky, you must file Articles of Dissolution with the Kentucky Secretary of State and notify all parties involved.

Also Read

Why Kentucky Professional Corporation is So Important

One of the primary motivations behind forming a professional corporation is liability protection. By establishing a PC, the individual owners and shareholders are shielded from personal liability stemming from the actions of the business. This means that in the event of a lawsuit or other legal action taken against the corporation, the personal assets of the owners and shareholders are protected. This not only provides peace of mind for those involved in the business but also helps to ensure the financial security of owners and their families.

Furthermore, by forming a professional corporation, entrepreneurs are able to separate their personal finances from those of the business. This separation is important for a number of reasons, including tax purposes and financial management. By keeping personal and business finances separate, individuals can more effectively track and manage the financial health of the business, ensuring that it is able to grow and thrive. Additionally, separation of personal and business finances can also help in avoiding potentially costly tax pitfalls.

In addition to liability protection and financial separation, forming a professional corporation in Kentucky also lends a sense of credibility and professionalism to a business. By establishing a corporate entity, entrepreneurs are able to convey to clients, customers, and suppliers that they are serious about their business and are committed to its long-term success. This credibility can help to attract more business and build a positive reputation in the community, ultimately leading to increased revenue and growth opportunities.

Another key benefit of forming a professional corporation is the ability to easily transfer ownership and attract new investors. By structuring the business as a corporation, owners can issue shares, sell equity, and transfer ownership without disrupting the operations of the business. This flexibility is particularly important for businesses looking to expand, take on new partners, or transfer ownership to family members.

Overall, the decision to form a professional corporation in Kentucky is a crucial one that should not be taken lightly. The unique benefits and protections offered by a PC can have a significant impact on the success and longevity of a business, providing owners with peace of mind, financial security, and credibility in the marketplace. By choosing to establish a professional corporation, entrepreneurs are taking an important step towards building a strong and sustainable business that is poised for growth and prosperity.

Conclusion

In forming a professional corporation in Kentucky, having someone to help you build it is not necessary but suggestible. Even though it is easy because of the listed benefits and advantages above, forming your group of professional individuals will make it somehow successful. Just make sure to be guided by the steps and ensure that every one of the details and records is accurate and precise. And if you have any questions, share them in the comment section below.

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