In Kentucky, incorporation of a corporation begins with the delivery of its articles of incorporation to the Secretary of State for filing. One or more persons can be the incorporator or incorporators of a corporation. The articles of incorporation should contain:
- the name of the corporation;
- the number of shares the corporation is authorized to issue;
- the street address of the corporation’s registered office and its registered agent at that office;
- the mailing address of the corporation’s principal office; and
- the name and mailing address of each incorporator.
The articles of incorporation may also contain:
- The names and mailing addresses of the individuals who are to serve as the initial directors;
- The purpose for which the corporation is organized;
- the powers of the corporation, its board of directors, and shareholders;
- the value for authorized shares or classes of shares; and
- the liability of shareholders for the debts of the corporation.
A corporate name must contain the word “corporation,” “incorporated,” “company,” or “limited” or the abbreviation “corp.,” “inc.,” “co.,” or “ltd.” Each corporation must also have a registered office and a registered agent.
If the initial directors are named in the articles of incorporation, they need to hold a meeting to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting. In case the initial directors are not named in the articles of incorporation, the incorporators should hold a meeting to elect the directors. The incorporators or board of directors of a corporation must adopt the bylaws for the corporation.
The bylaws of the corporation need to contain the provision for managing the business and regulating the affairs of the corporation. However, such provisions should not be inconsistent with the law of Kentucky or with the provisions contained in the articles of incorporation.
The articles of incorporation should mention the number of shares the corporation is authorized to issue. It should also fix the classes of shares and series of shares within a class, and the number of shares that are issued under each class or series. A meeting of shareholders must be held annually.
All corporate powers of the corporation are to be exercised by its board of directors. The articles of incorporation or bylaws may prescribe qualifications required for the directors. Directors are elected at each annual meeting. The board of directors may hold regular or special meetings. A quorum of a board of directors consists of a majority of the directors.
To learn more about Kentucky corporations, please visit the Kentucky Secretary of State website.