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FILING INSTRUCTIONS
ARTICLES OF INCORPORATION
NAME
The corporate name must contain the words “professional service corporation,” or the abbreviation “PSC.” A corporate name must be distinguishable upon the records of
the Office of the Secretary of State from any other name on record with the Office of the Secretary of State.
REGISTERED OFFICE AND REGISTERED AGENT
The registered office of the business entity must be in Kentucky and maintain a street address (a PO Box is insufficient for the registered office address). In order to
transact business in Kentucky, the registered agent shall be an individual resident of Kentucky, a Kentucky domestic corporation, a Kentucky domestic non-corporation, a
Kentucky domestic limited liability company, a foreign corporation, a foreign non-corporation or a foreign limited liability company authorized to transact business in
Kentucky. The registered agent is the individual or business designated to receive service of process in the event the business is party to a legal action. The company
seeking formation shall not act as its own registered agent.
CONSENT OF REGISTERED AGENT
Unless the registered agent signs the certificate, the corporation must deliver with the certificate of authority, the registered agent’s consent to the appointment. The
registered agent must give written consent to act as agent on behalf of the corporation. If the registered agent is a corporation an officer or the chairman of the board of
directors must sign on behalf of the corporation. If the registered agent is a limited liability company and management of the company is vested in one or more managers,
a manager must sign on behalf of the limited liability company. If management of the company is vested in its members, a member must sign. The person signing on
behalf of the business entity acting as agent must designate the title or capacity in which he or she signs.
PROFESSIONAL SERVICES
Professional service means any type of personal service to the public, which requires as a condition precedent to the rendering of service the obtaining of license or other
legal authorization. The personal services which come within the provisions of Chapter 274 are the personal services rendered by, but not limited to, certified public
accounts, public accountants, chiropractors, osteopaths, physicians and surgeons, doctors of medicine, doctors of dentistry podiatrists, chiropodists, architects,
veterinarians, optometrist and attorneys-at-law.
REGULATING BOARD
The regulating board is the governmental agency which is charged by law with the licensing and regulation of the practice of the profession which the professional service
corporation is organized to render.
PRINCIPAL OFFICE ADDRESS
The principal office is the office (in or out of this state) so designated in writing with the Office of the Secretary of State where the principal designated office of the business
entity is located. This address is where all correspondence from the Office of the Secretary of State (See Document Delivery) will be mailed.
DOCUMENT DELIVERY
A file stamped postcard will be sent to the principal office address. If the applicant wishes for the document to be sent to an alternate address other than the principal
office, a request must be submitted in writing affirming that request. Alternate address requests must be submitted with each document filed with the Office of the
Secretary of State.
EFFECTIVE DATE AND TIME
The document will be effective on the date and time of filing, unless a delayed effective date and/or time is specified. The effective date or the delayed effective date
cannot be prior to the date the application is filed. A delayed effective date may not be later than the 90
th
day after the date of filing.
ADDITIONAL ARTICLES OF INCORPORATION OR NEED TO MODIFY THE EXISTING FORM
If this form does not comply with the articles of organization that you wish to file (ie: additional articles, signatures, etc.), please disregard this form and send a drafted
executed copy of the articles of incorporation according to KRS 271B and KRS 274 to the address below. The articles of incorporation shall prescribe the classes of shares
and the number of shares of each class the corporation is authorized to issue. If there is more than one class of shares, please do not use form, as articles must set forth
a distinguishing designation for each class, and the preferences, limitations and relative rights.
WHO MAY SIGN
The document must be signed by an incorporator.
NUMBER OF COPIES
When filing online with the One Stop Business Portal system, no copies are required. If filing via mail or in person, one exact or conformed copy of the documents with the
filing fee must be submitted to the address below. To make a copy of the filing for delivery to the local county clerk’s office, visit www.sos.ky.gov and print a copy from the
organization search tool.
FILING FEE
The filing fee for a business corporation is:
1. Articles of Incorporation $40.00
2. Organization Tax Fee for 1,000 shares or less +$10.00
Total Filing Fee $50.00
KRS 136.060 requires every corporation to pay an organization tax based upon the number of shares authorized by the articles of incorporation. The minimum
organization tax fee for one thousand (1,000) shares or less is $10.00. If the corporation is issuing more than 1,000 shares, please contact the Office of the Secretary of
State for total filing fee due. Your check should be made payable to the "Kentucky State Treasurer."
MAILING ADDRESS OFFICE LOCATION
Alison Lundergan Grimes Room 154, Capitol Building
Office of the Secretary of State 700 Capital Avenue
P. O. Box 718 Frankfort, KY 40601
Frankfort, KY 40602-0718 Hours of Operation: 8:00 AM-4:30 PM ET
CONTACT INFORMATION AND NAME AVAILABILITY
If you have any questions, need additional forms or wish to search for name availability, please feel free to visit our website at www.sos.ky.gov or call 502-564-3490.
FUTURE DOCUMENTATION REQUIREMENTS AND DEADLINES: The corporation must file an annual report with the Office of the Secretary of State between January
1 and June 30 of the year following the calendar year in which the corporation was formed. Subsequent annual reports must be filed with the Office of the Secretary of
State between January 1 and June 30 of the following calendar years. A statement of change of the registered agent and/or registered office address or principal office
address must be filed with the Office of the Secretary of State whenever a change has occurred involving any of the above categories.
