Kentucky Professional Articles of Incorporation Form
In the case of wanting to create a professional corporation in the State of Missouri, the following form has to be completed and submitted along with a $50 filing fee (in case the corporation that is being registered has less than 1,000 shares).
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(01/ 12) C O M M O N W E A L T H O F K E N T U C K Y ALISON LUNDERGAN GRIMES , SECRETARY OF STATE ____________________________________________________________ __________________________________________ _______ __________ ______ _ Division of Business Filings Business Filings PO Box 718 Frankfort, KY 40602 (502) 564 -3490 www.sos.ky.gov Pursuant to KRS 14A, KRS 271B and KRS 274, the undersigned applies to qualify and for that purpose submits the following statements: Article I: The name of the corporation is_____ _____________________ ___ _______________________________ ___________________________________. Article II: The number of shares the corporation is authorized to issue is ________ __________________________ ___________________________________. Article III: The name and street ad dress of the corporation’s initial registered agent and office in Kentucky is ________________________ _________________ _______________________________ ________________ ___ ____________________ _____ _______ Name Street Address (No Post Office Box Number s) City State Zip Code Article IV: The mailing address of the corporation’s principal office is _________________________________________ _______________________________ ________________ ___________ ____________ _____________ . Street Address or Post O ffice Box Number City State Zip Code Article V: The profession to be practiced through the professional service corporation is _____________ __________________________ __________________. Article VI: The name s and street address es of the original s hareholders of the professional service corporation are: ________________________ _________________ _______________________________ ________________ _________ ______________ ___________ _ Name Street Address City State Zip Code __________________ ______ _________________ _______________________________ ________________ __________ _____________ ____________ Name Street Address City State Zip Code ________________________ _________________ _______________________________ ________________ ____ ______ _____ ________ ____________ Name Street Address City State Zip Code Article VII: The name and street address of the incorporator is as follows: ________________________ _________________________ _______________________________ _____________ ___ _______ ________ ____________ Name Street Address or Post Office Box Number City State Zip Code ________________________ _________________________ _______________________________ ________________ _______________ ____________ Name Street Address or Post Office Box Number City State Zip Code ________________________ _________________________ _______________________________ ________________ _______________ ____________ Name Street Address or Post Office Box Number City State Zip Code Arti cle VIII: Each of the incorporators, shareholders, not less than one half (1/2) of the directors and each of the officers other than secretary or treasurer is a qualified person within the meaning of this chapter . Article IX: This application will be effective upon filing, unless a delayed effective date and/or time is provided. The effective date or the delayed effective date cannot be prior to the date the application is filed. The date and/or time is____ ____________________________________________ __________ __________. (Delayed effective date and/or time) I/We declare under penalty of perjury under the laws of the state of Kentucky that the foregoing is true and correct. _________ _______________________________ __________________________ ___________ __ ______ _________________________ _ _____________ __ Signature of Incorporator Printed Name Title Date I, ______________________________________________________, consent to serve as the registered agent on behalf of the corporation . Print Name of Registered Agent ________________________________________ ________________________________________ ________________________________ ______________ Signature of Registered Agent Printed Name Title Date Articles of Incorporation KPS Professional Service Corporation (01/ 12) FILING INSTRUCTIONS ARTICLES OF INCOR PORATION 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 -corpor ation 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 busine ss 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 regist ered 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 corpora tion an officer or the chairman of the board of directors must sign on behalf of the corporation. If the registered agent is a lim ited 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 mem ber must sign. The person signing on behal f 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 renderi ng 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 wit h 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 a ddress 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, et c.), please disregard this form and send a drafted executed copy of the articles of incorporation according to KRS 271B and K RS 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, p lease do not use form, as article s 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 syste m, 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 off ice, visit www.s os.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, Capi tol 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 additiona l 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 c orporation 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 year s. 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.
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