Kentucky Professional Articles of Organization Form
In the case of wanting to create a limited liability company in the State of Kentucky, the following form has to be completed and submitted along with a $40 fee.
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(01/12 ) C O M M O N W E AL T H O F K E N T U C K Y ALISON LUNDERGAN G RIMES , SECRETARY OF STATE _____________________________________________________________ __________________________________________ _______ __________ __ Division of Business Filings Business Filings PO Box 718 Fra nkfort, KY 40602 (502) 564 -3490 www.sos.ky.gov Pursuant to KRS 14A and KRS 27 5, the undersigned applies to qualify and for that purpose submits the following statement s: Article I: The name of the professional limited liability company is ____________ ________________________________________________________ _______________________ ________ . Article II: The street address of the professional limited liability company ’s initial registered office in Kentucky is ____________________ ________________________ _______ ___________________ ____________ _____ _________ Street Address Only (No P ost Office Box Numbers) City State Zip Code and the name of the initial registered agent at that office is ___________________________ ____ _____________ ________ . Article III: The mailing address of the professional limited liability company’s initial principal office is ____________________ _______________________________ ___________________ __ _________ _ ______ ________ . Street Address or P ost Office Box Number City State Zip Code Article IV: The professional limited liability company is to be managed by (must check one) : _____ A. a manager (s) . _____ B. its member(s). Article V: The profession to be practiced through the professional limited liabilit y company : __________________________________________________________________________ _________________________ . Article VI: This application will be effective u pon 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 Organizer Printed Name Date ______________ _______________________________ ________________________________ _________ _________ __ Signature of Organizer Printed Name Date ______________ _______________________________ _____ ___________________________ _________ _________ __ Signature of Organizer Printed Name Date I, ______________________________________________________, consent to serve as the registered agent on behalf of the limited liability company . Print Name of Registered Agent _________________________ _______________________________ _________ _______________________________ _______________________ Signature of Registered Agen t Printed Name Date Articles of Organization PLC Professional Limited Liability Company (01/12 ) FILING INSTRUCTIONS ARTICLES OF ORGANIZATION NAME The professional limited liability company name must contain the words “professional limited liability company,” “professiona l limited company,” “PLC,” or “PLLC.” The limited liability company name must contain the words “limited liability company” o r “limited company” or the abbreviation “LLC” or “LC.” If you wish to abbreviate “limited company,” you must use the abbreviation “LTD CO.” A professional limited liability company name must be distinguishable from any name on record with the Office of th e 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 Ken tucky, 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 limi ted liability company authorized to transact business in Kentucky. The registered agent is the individual or business designated to receive service of process in the even t the business is party to a legal action. The company seeking formation shall not ac t 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 gi ve 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 memb ers, a member must sign. The person signing on behalf of the business entit y acting as agent must designate the title or capacity in which he or she signs. ADDITIONAL ARTICLES OF ORGANIZATION 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 a rticles, signatures, etc.), please disregard this form and send a drafted executed copy of the articles of organization according to KRS 275 to the address below. 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 (SOS) where the principal designated office of the business entity is located. This address is where all correspondence from the SOS (See Doc ument Delivery) will be mailed . DELAYED EFFECTI VE 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 eff ective date may not be later than the 90 th day after the date of filing. 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 eac h document filed with the Office of the Secretary of State. MANAGEMENT “Manager (s)” means that the professional lim ited liability company has set forth in its articles of organization that it is to be managed by managers. “Member(s)” means the person(s) who have been admitted to membership in a professional limited liability company . PROFESSIONAL SERVICES Profession al services mean the personal services rendered by physicians, osteopaths, optometrists, podiatrists, chiropractors, dentists , nurses, pharmacists, psychologists, occupational therapists, veterinarians, engineers, architects, landscape architects, certifie d public accountants, public accountants, physical therapist and attorneys. REGULATING BOARD The regulating board is the governmental agency that is charged by law with the licensing and regulation of the practice of t he profession that the professional l imited liability company is organized to provide. WHO MAY SIGN The document must be signed by the organizer. 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 ex act or conformed copy of the document 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. FILIN G FEE The filing fee for Articles of Organization is $40.00 . 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, pleas e feel free to visit our website at www.sos.ky.gov or call 502 -564 -3490. FUTURE DOCUMENTATION REQUIREMENTS AND DEADLINES: The limited liability company must file an annual report with the SOS between January 1 and June 30 of the year following the calenda r year in which the corporation was formed. Subsequent annual reports must be filed with the SOS 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 o ffice address must be filed with the SOS whenever a change has occurred involving any of the above categories.
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