The Kentucky LLC operating agreement is a legal document that allows business owners or managing members to outline the operations and policies that govern the business. The State of Kentucky does not require the document in order for a business to operate within the State. It is, however, highly recommended that the owners/members implement the document to provide the protections and incentives that are available by provision of the form.
The members/owners should carefully review the document to ensure the clarity of their understanding of the form. If the members/owners are not confident in their understanding of the language, they may decide to consult with an attorney for assistance.
Table of Contents
Multi-Member – For companies that will have more than one member participating in the management of the business.
Single-Member – For a sole proprietor who would like to provide an outline of their business and acquire the protections and benefits that the document provides.
First and foremost, a name for the Limited Liability Company (LLC) must be chosen. The name you decide on needs to be completely unique and distinguishable in the State of Kentucky, otherwise, your application is likely to be rejected. Before proceeding, ensure that your business name is available by conducting a of the Secretary of State business database.
Step 1 – Choose a Registered Agent
The State of Kentucky requires all LLCs to nominate a Registered Agent. Essentially, the Registered Agent will act as a third-party contact for the LLC, receiving annual state filings and service of process notices. The Registered Agent may be an:
- Individual residing in the State (you may elect someone within the company)
- Business entity with the authority to transact business in the State
Step 2 – Complete the Application
Applications may be submitted to the Secretary of State in a few different ways; online, by mail and in person. Select the link below which matches your preferred method of application:
- Domestic LLC – Form a new company
- File – or Adobe PDF (mail/in person)
- Foreign LLC – Register a preexisting company, formed out-of-state
- File – or Adobe PDF (mail/in person)
Step 3 – Supply the Fee
You will be required to pay a filing fee in order to complete the LLC filing process. Online filing fees may be paid by credit card while all paper applications must include a check made payable to the ‘Kentucky State Treasurer’. The exact filing fees are as follows:
- Domestic LLC – $40
- Foreign LLC – $90
If filing via Adobe PDF, send your filing package by mail to the first address below, or hand deliver it to the second.
Alison Lundergan Grimes, Secretary of State, P.O. Box 718, Frankfort, KY 40602-0718
Room 154, Capitol Building, 700 Capital Avenue, Frankfort, KY 40601
Step 4 – Operating Agreement
While not required in the State of Kentucky, LLC managing member(s) are encouraged to draft an operating agreement to provide legal clarification of the separation between company assets and the personal earnings of the ownership. If you’ve formed a multi-member LLC, have each member review the document before implementing it officially.
Step 5 – Employer Identification Number (EIN)
An Employer Identification Number (EIN) should be applied for immediately after filing your LLC with the Secretary of State. This identifier is used by the Internal Revenue Service (IRS) to oversee the financial activity of the company. Once an EIN has been acquired, the LLC will be able to:
- Legally pay employees
- Request loans
- Obtain company credit cards
Apply for an EIN by completing the , or submit Adobe PDF Form SS-4 through the mail.
Step 1 – Establish the Document – Enter the company name into the first line at the top of the document.
Step 2 – Agreement – Submit the date that the agreement shall be entered into, in dd/mm/yyyy format
- Check the applicable box
- Submit the required information behind the respective checked box:
- Single-Member – Enter the company name and the state where the company shall reside. Submit the name of the owner. Provide the owner’s address
- Multi-Member – Submit the names and addresses of the members
Step 3 – Name and Principal Place of Business – Submit the following:
- The name of the company
- The physical address of the business
- The city where the business shall be situated
Review the remaining information. Provide all of the requested information as required:
- Submit the date of the company formation, in dd/mm/yy format
- Review the following sections:
Member Capitol Contributions –
- Check the box that applies
- Single-Members – Read the information contained
- Multi-Members – Enter each member’s name and contribution
- All members must review the remaining information
Distributions – Members/Owners must read all of the information under the title.
- Check the appropriate box
- Single-Members – Read all of the information behind the box
- Multi-Members – Provide each member’s name. Enter each member’s Percentage of Interest
- The members must continue by reviewing the remaining information
Step 4 – Books, Records and Tax Returns –
- Check an applicable box
- Read all information behind the selected box
Proceed by carefully reviewing all of the following titles:
- Bank Accounts
- Management of the Company
- Select and check the applicable box
- Single-Member – Read the information
- Multi-Members – Members must review all of the information behind the box
- Submit the applicable limits into the lines provided
Step 5 – Titled Sections – The members must check the box if applicable and read, carefully, the information provided, as follows:
- Meetings of Members – Submit an annual date when all members should expect to meet
- Assignment of Interests
- Ownership of Company Property (Single Member) – Check the box. Read the information under this title
- Right of First Refusal
- Admission of New Members
- Withdrawal Events
- Dissolution and Liquidation – Select the applicable box and review all of the applicable information behind each respective box
- Representations of Members
- Certificates Evidencing Membership (Multi-Member) – Enter the name of the company and submit the date of when the document becomes effective, in dd/mm/yyyy format
- Indemnification (For Single-Members)
Step 6 – Signatures –
- Provide the date of the execution of the agreement, in dd/mm/yy format
- Enter the name of the company
- Enter the signature of a company representative in the “By:” line
- All members must provide signatures
When the document is complete and all aspects of the agreement have been agreed upon, copies must be produced and provided to all members for record keeping. The document should be kept in a safe location.