A Kentucky LLC operating agreement is created during the founding of a limited liability company to define its framework, member duties, and operation methods. Entering into an operating agreement means that members agree to comply with the company’s policies, organization, and their responsibilities as owners. Creating an operating agreement is not a legal requirement for entities; however, without one, the members will not be able to customize the internal structure of their business to best suit their needs.

Contents Types (2) Single-Member Multi-Member Laws How to File (4 Steps) Resources

Types (2)

Single-Member – Used for LLCs with a sole owner to outline company operations.

Download: PDF, Word (.docx), OpenDocument

 

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Multi-Member – Used for LLCs with two or more owners to identify company policies and structure.

Download: PDF, Word (.docx), OpenDocument

 

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Laws

• Chapter: KRS Chapter 275
• Definitions: § 275.015
• Formation: § 275.020
• Naming of LLCs: § 14A.3-010

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How to File (4 Steps)

• Step 1 – Naming the LLC
• Step 2 – Filing the Articles of Organization / Certificate of Authority
• Step 3 – Creating an Operating Agreement
• Step 4 – Applying for an EIN

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Step 1 – Naming the LLC

LLCs must operate with a name that is not already in use by another legal entity in the state. The name must also contain one of the following:

• “Limited Liability Company”
• “Limited Company”
• “LLC”
• “LC”
• “Ltd.” or “Co.” (in place of “limited” and “company” respectively)

To avoid a rejected registration application with the Secretary of State, LLCs may search their desired name on the Secretary of State Name Availability Search.

Members have the option to reserve a selected name prior to registering their company by mailing the Reservation or Renewal of Reserved Name application (along with the $15 filing fee paid via check) to the following address:

Alison Lundergan Grimes
Office of the Secretary of State
PO Box 718 Frankfort
KY 40602-0718

Once the form has been received, the name will be reserved for up to one hundred and twenty (120) days.

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Step 2 – Filing the Articles of Organization / Certificate of Authority

The Articles of Organization (for domestic LLCs) and Certificate of Authority (for foreign LLCs) are the forms that must be submitted to register the company with the state. The application process can be accomplished online or by mail.

Online

1. Create an account on the Kentucky Online Gateway.
2. Select Register a New Business and “limited liability company” as the business type on the following page. Domestic LLCs should choose “A business that will be formed in Kentucky” as the business description, and foreign LLCs should choose “An out-of state-business that is now transacting business in Kentucky.”
3. Complete the application process and submit the filing fee at the end ($40 for domestic LLCs or $90 for foreign LLCs).
   

Mail

1. Complete the Articles of Organization (for domestic LLCs) or the Certificate of Authority (for foreign LLCs).
2. Enclose a check made payable to “Kentucky State Treasurer.” The filing fee is $40 if the LLC is domestic or $90 if the LLC is foreign.
3. Mail the corresponding form and payment to the below address:

Michael Adams
Office of the Secretary of State
P.O. Box 718 Frankfort
KY 40602-0718

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Step 3 – Creating an Operating Agreement 

Creating an operating agreement will allow LLCs to govern their business’s functional and administrative elements, rather than being governed by the default state rules for LLCs. Once completed, the form can be kept at the LLC registered office and does not need to be filed with the Secretary of State.

• Single-Member Operating Agreement
• Multi-Member Operating Agreement

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Step 4 – Applying for an EIN

An EIN (Employer Identification Number) allows the LLC to be identified as a business and submit tax filings. LLCs with multiple owners are required to apply for an EIN, while LLCs with a sole owner will only need to complete the filing if they intend to hire individuals or file their taxes as a corporation. Applying for an EIN can be done on the IRS website for free.

A printed application (Form SS-4) can be submitted through the postal service instead of completing the online application. The full instructions for completing and delivering the form can be found here.

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Resources Filing Options: Online or by Mail Costs: Domestic registration cost: $40 Foreign registration cost: $90 Name reservation: $15 Forms: Articles of Organization (PDF) Certificate of Authority (PDF) Reservation or Renewal of Reserved Name (PDF) Links Where to file: Secretary of State File online: Kentucky Online Gateway Entity search: Name Availability Search Obtain business licenses: Kentucky One-Stop Business Portal