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Form a corporation in Kentucky

Incorporate in Kentucky the right way – CountSure sizes your authorized shares for the organization tax, records with the county, and models the 5% income tax against the LLET. $50 minimum to file, plus the interplay of two state taxes.

Requirements, costs & steps for an incorporate in Kentucky

Incorporating in Kentucky creates a formal entity with directors, officers, and stock in a low-cost state, but the tax picture is where Kentucky differs from most. A Kentucky C-corporation deals with two state taxes: the flat 5% corporate income tax and the Limited Liability Entity Tax, which works like a minimum tax because LLET above $175 is credited against the income tax. There is also a county-clerk recording step at formation that many guides skip. This guide covers the cost, the filing steps, both taxes, and ongoing compliance. To compare structures first, read our Kentucky LLC formation guide, or let our Kentucky incorporation service file it all for you.

What you need to know?

Filing fee:

$40 for Articles of Incorporation plus an organization tax based on authorized shares (minimum $10), so at least $50, plus $33 to record with the county clerk.

Two state taxes:

A Kentucky C-corporation is subject to both the flat 5.0% corporate income tax and the LLET, but LLET paid above the $175 minimum is credited against the income tax, so a profitable corporation does not pay both in full.

LLET minimum $175:

The Limited Liability Entity Tax applies to corporations too, with a $175 minimum per year even at zero profit.

Annual report, due June 30:

$15 each year between January 1 and June 30, starting the year after formation.

Directors:

At least one director; Kentucky does not require director names in the Articles of Incorporation.

Kentucky corporation at a glance

The essentials for incorporating and maintaining a Kentucky corporation.
Requirement
Detail (2026)
Formation document
Articles of Incorporation
Filing agency
Kentucky Secretary of State (Business One Stop / FastTrack)
State filing fee
$40 plus organization tax (min. $10), so $50 minimum
County recording
File-stamped copy recorded with county clerk ($33, up to 5 pages)
Registered agent
Required; physical Kentucky address (no PO box)
Directors
Min. 1; not required to be named in the Articles
Bylaws
Required (internal; not filed)
Annual report
$15, due between January 1 and June 30
Corporate income tax
Flat 5.0%
LLET (entity tax)
$175 minimum per year; LLET above $175 is credited against income tax

How to incorporate in Kentucky, Step by Step

Eight steps from name check through the two state taxes and your June 30 annual report.
Choose a compliant corporate name
Kentucky corporate names must include “Corporation,” “Incorporated,” “Company,” “Limited,” or an abbreviation (Corp., Inc., Co., Ltd.), be distinguishable from existing names, and not mislead the public. Reserve a name for 120 days for $15 if desired.
Appoint a registered agent
A Kentucky resident or registered service with a physical in-state address (no PO box), available during business hours, who signs a consent to serve. CountSure can act as your agent.
Set your authorized shares
List your authorized shares in the Articles. Size this carefully: Kentucky charges an organization tax on authorized shares (KRS 136.060) of 1 cent per share for the first 20,000 shares, half a cent for the next 180,000 and 0.2 cents above that, with a $10 minimum for 1,000 shares or fewer. Authorizing 10,000 shares, for example, adds $100 to the $40 filing fee.
File Articles of Incorporation
File through the Business One Stop portal for $40 plus the organization tax. The Articles list the corporate name, registered agent and office, principal office, incorporators, and authorized shares. Kentucky does not require director names in the Articles.
Record a copy with the county clerk
As with LLCs, record a file-stamped copy of your approved Articles with the county clerk where your registered office is located, $33 for five pages or fewer.
Adopt bylaws and hold an organizational meeting
Appoint directors and officers, adopt bylaws (internal, not filed), and authorize stock issuance. Keep minutes and a stock ledger in your corporate records.
Get an EIN and register for taxes, including the LLET
Obtain a free EIN; to elect S-corp treatment, file IRS Form 2553; register with the Department of Revenue for the 5% corporate income tax, the LLET, sales tax, and withholding as needed.
Calendar your June 30 annual report
File the $15 report between January 1 and June 30, starting the year after incorporation, and every year after.

Director & formation Requirements

Kentucky keeps directors off the public Articles and prices the filing on your share count. Here’s what to get right.

Ongoing Kentucky corporation Compliance & Taxes

Corporate records

Keep the Articles, bylaws, stock ledger, director and officer lists, and minutes of shareholder and board meetings at your principal office. Maintaining these formalities protects your limited-liability status.

Annual report, due June 30

Kentucky corporations file an annual report with the Secretary of State between January 1 and June 30 each year, for $15, starting the year after incorporation. It is filed through the Business One Stop portal. There is no monetary late fee, but missing June 30 puts the corporation out of good standing and can trigger a 60-day notice from the Secretary of State; if the report is still not filed, the corporation is administratively dissolved. Reinstatement costs a $100 penalty plus delinquent report fees and requires good-standing letters from the Department of Revenue and the Division of Unemployment Insurance.

Corporate income tax and LLET

A Kentucky C-corporation is subject to two state taxes. The corporate income tax is a flat 5.0% of taxable net income (KRS 141.040). The Limited Liability Entity Tax (KRS 141.0401) has a $175 minimum; if either gross receipts or gross profits from all sources are $3 million or less, that minimum is the whole tax, and larger businesses pay the lesser of 0.095% of Kentucky gross receipts or 0.75% of Kentucky gross profits. LLET above the $175 minimum is credited against the corporate income tax, so in a profitable year the corporation effectively pays the higher of the two, not both in full. Even a corporation with no profit owes the $175 LLET minimum. Both are administered by the Kentucky Department of Revenue.

S corporation election

Kentucky recognizes the federal S-corporation election. An S-corporation’s income generally passes through to shareholders and is taxed on their Kentucky personal returns at the flat 3.5% individual rate for 2026, but the corporation still owes the LLET ($175 minimum). Kentucky also allows a pass-through entity tax election that can help with the federal SALT cap.

EIN and state tax accounts

An EIN is required to hire and bank. Register with the Kentucky Department of Revenue for corporate income tax, the LLET, withholding, and sales tax as applicable, and check for local occupational license taxes.

Kentucky incorporation Cost Breakdown

The full picture before optional services.

Item
Cost (2026) · paid to
Articles of Incorporation
$40 + organization tax (min. $10) · Secretary of State (same online or mail)
County-clerk recording
$33 (up to 5 pages) · county clerk (registered-office county)
Annual report
$15 / year · Secretary of State, by June 30
Corporate income tax
Flat 5.0% · Kentucky Dept. of Revenue
LLET (entity tax)
$175 minimum / year · Kentucky Dept. of Revenue (excess over $175 credited against income tax)
Name reservation (optional)
$15 · Secretary of State (120-day hold)
Registered agent (optional service)
~$49–$300/yr · third party
EIN
$0 · IRS (free)

Insight From Our Team

“The number that matters for a Kentucky corporation is not the filing fee, it is how the two state taxes interact. A C-corp here is subject to the flat five percent corporate income tax and the Limited Liability Entity Tax. LLET above the minimum is credited against the income tax, but the LLET has a hundred and seventy-five dollar floor even in a loss year, and on thin margins the gross-receipts side can exceed the income tax. So model both before you choose your structure. The other thing I always handle for clients is the county-clerk recording, because the Secretary of State filing alone does not finish the job in Kentucky. Get those two right and the rest of Kentucky compliance is genuinely light.”

Parth Shah
CountSure

Related Guides & Services

Frequently Asked Questions

The Articles of Incorporation fee is $40 plus an organization tax on authorized shares ($10 minimum for 1,000 shares or fewer), so at least $50, plus $33 to record a copy with the county clerk. Ongoing, budget $15 a year for the annual report and at least $175 a year for the LLET.
Two state taxes: a flat 5.0% corporate income tax on net income, and the Limited Liability Entity Tax (LLET), with a $175 annual minimum. LLET above $175 is credited against the income tax, so a profitable corporation does not pay both in full. Both are administered by the Kentucky Department of Revenue.
Yes. Like LLCs, corporations must record a file-stamped copy of the Articles of Incorporation with the county clerk where the registered office sits, in addition to filing with the Secretary of State.
At least one. Kentucky does not require director names to be listed in the Articles of Incorporation; directors are recorded in your corporate records and confirmed on the annual report.
Between January 1 and June 30 each year, for $15, starting the year after incorporation. Missing June 30 eventually leads to administrative dissolution.

Get Started

Start your Incorporate in Kentucky with CountSure

From Articles of Incorporation and the county-clerk recording to bylaws, stock, EIN, the June 30 annual report, the 5% corporate income tax, and the LLET, CountSure handles Kentucky incorporation start to finish.

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