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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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