Fill and Sign the Kentucky Corporation Form

Prepared by U.S. Legal Forms, Inc. Copyright 2016 - U.S. Legal Forms, Inc. COMMONWEALTH OF KENTUCKY PROFESSIONAL SERVICE CORPORATION Control Number: KY-00INC2 The contents of this package are as follows: 1. Statutory Reference 2. Introduction and Law Summary 3. Forms List 4. Notes on Downloading the Forms 5. Notes on Completing the Forms 6. Instructions and Steps 7. Accessories 8. Disclaimer PROFESSIONAL SERVICE CORPORATION For State-Licensed Professionals KENTUCKY Electronic Version STATUTORY REFERENCES KENTUCKY REVISED STATUTES, Chapter 274 (Professional Corporations) KENTUCKY REVISED STATUTES, Chapter 271-B (Business Corporations) http://www.lrc.ky.gov/krs/titles.htm INTRODUCTORY NOTES AND LAW SUMMARY The practice of a profession through a corporation in the State of Kentucky is controlled generally by the provisions of KENTUCKY REVISED STATUTES, Chapter 271-B (Business Corporations) and specifically by the provisions of the KENTUCKY REVISED STATUTES Chapter 274 (Professional Corporations). Additionally, the practice of a profession is subject to the licensing requirements as well as the rules and regulations of the Kentucky Board for the profession, or other licensing entity. All Kentucky professional service corporations are subject to the following statutory provisions: Definitions A "professional service" is any type of personal service to the public which requires as a condition precedent to the rendering of such service the obtaining of a license or other legal authorization. A "qualified person" is a natural person, general partnership, limited liability company, registered limited liability partnership, or professional service corporation which is eligible under this chapter to own shares issued by a professional service corporation. When the "regulating board" is referred to, it is that 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. Formation One or more persons, each of whom is licensed to render the same professional service, may incorporate and form a professional service corporation by filing articles of incorporation in the office of the Secretary of State. Corporate Name The name of a professional service corporation must contain the words "professional service corporation" or the abbreviation "P.S.C." Restrictions on Share Ownership A professional service corporation may issue and a shareholder thereof may transfer or pledge shares only to:  Natural persons who are authorized by law in this state or in any other state or territory of the United States or the District of Columbia to render a professional service permitted by the articles of incorporation of the corporation;  General partnerships, including registered limited liability partnerships, in which all the partners are qualified persons with respect to such professional corporation and in which at least one partner is authorized by law in this Kentucky to render a professional  A professional limited liability company authorized by law to render, in Kentucky, a professional service permitted by the articles of organization of the limited liability company; and  Professional service authorized by law to render, in Kentucky, a professional service permitted by the articles of incorporation of the corporation. Any issuance or transfer of shares in violation of the above statutory provisions is void. Proxies - Voting Trusts Proxies are not valid unless given to a qualified person. A voting trust is not valid unless all the trustees and beneficiaries thereof are qualified persons. However, a voting trust may be validly continued for a period of ten months after the death of a deceased beneficiary or for a period of five months after a beneficiary has become a disqualified person. Qualifications of Officer and Board Members At least one-half of the directors of a professional service corporation and all the officers (except the secretary and the treasurer) shall be qualified persons with respect to the corporation. Any board member who is not qualified (as defined by statute) must abstain from voting on measures before the board which deal exclusively with the art of the professional service or services rendered as opposed to measures relating to the general business operation of the corporation. Restrictions on Rendering Professional Services A professional service corporation may render professional services only through its officers, employees and agents who are duly licensed or otherwise legally authorized to render those professional services within Kentucky. This restriction does not include incidental employees such as clerks, secretaries, bookkeepers, technicians and other assistants who are not usually and ordinarily considered by custom and practice to be rendering professional services to the public for which a license or other legal authorization is required. Professional Relationships A professional corporation has the same fiduciary, confidential, and ethical relationship as between a person rendering professional services and a person receiving such services. Liability A professional corporation is jointly and severally liable, with the tort feasor, to the full value of its assets for any negligent or wrongful acts or actionable misconduct committed by any of its officers, shareholders, agents or employees while they are engaged on behalf of the corporation in the rendering of professional service. No shareholder, director, officer or employee of a professional service corporation is personally liable for the negligence, wrongful acts, or actionable misconduct of any other shareholder, director, officer, agent or employee and no shareholder, director, officer or employee is personally liable for the contractual obligations of the corporation. Redemption of Shares The articles of incorporation may provide for the purchase or redemption of all of the shares of any shareholder not more than a year after the death or disqualification to practice the profession of such shareholder, or for the purchase or redemption within that time of all of the shares of any shareholder desiring to sell them. If there are no such provisions in the articles of incorporation, then same may be provided for in the by-laws or by private agreement. If there is no article, bylaw or agreement, and the stock is not redeemed by the corporation within one year, then, within ten days following the end of that year, the president and/or secretary of the corporation shall give notice thereof to the Secretary of State of Kentucky and, upon receipt of such notice by the Secretary of State, the charter of the corporation shall be immediately void. In the absence of provisions in the articles of incorporation, bylaws or by private agreement, a professional corporation must redeem the shares of a withdrawing shareholder within ninety days after the death or disqualification of a shareholder or of the receipt by the corporation of written notice from a shareholder that he desires to sell or transfer all his shares of stock in the corporation. Should a redemption not occur within ninety days, the shares must be immediately cancelled on the books of the corporation and the holder of the shares is reimbursed the same as a general creditor of the corporation. If the sole shareholder of a professional service corporation dies:  The decedent's personal representative must notify the Secretary of State, whereupon the charter of such corporation shall lapse; or  The administrator, executor, guardian, conservator, or receiver of the estate of the deceased sole shareholder may amend the articles of incorporation by signing a written consent to the amendment. The amendment to the articles of incorporation may allow the corporation to continue as a professional service corporation or may convert the corporation to a private business corporation provided, however, that the corporation shall not render professional services until such time as all outstanding shares are held by qualified persons and the corporation conforms to the provisions of this chapter. In the alternative, the administrator, executor, guardian, conservator, or receiver of the estate of the deceased shareholder may transfer all outstanding shares of the corporation to other qualified persons or person. The professional service corporation must cease to render professional services until such time as any transfer or transfers are completed. In the absence of an article, bylaw or a sale as provided for within the time required by statute, a professional service corporation, within one hundred eighty (180) days after the death or disqualification of a shareholder or within the same period after receiving written notice from a shareholder that he desires the corporation to redeem all of his stock in the corporation, shall institute an equitable action for a determination of the fair market value of all of the shares of the corporation's outstanding stock cancelled and owned by a shareholder. If a professional service corporation fails to bring an equitable action as provided by statute, then within ten (10) days after the end of the time period, the president or secretary of the corporation must notify, in writing, the Secretary of State of Kentucky, and upon receipt of that notice by the Secretary of State of Kentucky, the charter of the professional service corporation shall be void. Business Restrictions No professional service corporation may engage in any business other than the rendering of the professional service or services for which it was specifically incorporated. However, a professional corporation may invest its funds in real estate, mortgages, stocks, bonds or any other type of investment, and may own real or personal property necessary for the rendering of professional services. Violations of Kentucky Penal Code If a professional corporation is convicted of violating KRS 506.010, 506.030, 506.040, 521.020, or 521.050, or if an officer, employee, or agent of the corporation violates any of those sections under circumstances which bring corporate liability under KRS 502.050(1)(b), the court must order that the charter of the professional service corporation be suspended for a period of not more than five (5) years for a first offense, ten (10) years for a second offense, and permanently for a third or subsequent offense. These penalties are in addition to any other penalty specified by law for the commission of the offenses. * * * Forms List The following forms are available for download with this package.  KY-NAMERESV: Application for Reservation of Entity Name  KY-00INCP: Articles of Incorporation  KY-PC-TL: Sample Transmittal Letter  KY-PC-OM: Sample Organizational Minutes  KY-PC-BL: Sample Bylaws  US-IRS-SS-4 : Application for Federal Tax Identification Number & Instructions  US-IRS-2553 : Election of “S” Corporation Status & Instructions  KY-PC-AM : Sample Annual Minutes  KY-PC-CR : Sample Corporate Notices of Meetings, Resolutions, Simple Stock Ledger & Certificate Instructions on using the forms are either included with the forms and/or found in the Steps to Incorporate section, below. * * * Notes on Downloading the Forms In order that we can provide you with the most up to date forms at all times, all forms are located on our servers for you to down load, complete and print. Downloading instructions are provided and we will assist if you have any problems. From the download page, the easiest procedure to download the forms is to right click on the form links and select “save target as” to save each form to your hard drive. You will have six days during which you can return to the forms download page to download the forms again if needed. You are advised to save the forms to your computer as soon as possible to avoid any problem with the six day limit. * * * Notes on Completing the Forms The forms in this package may be available in Adobe Acrobat (“.pdf”) and/or Microsoft Word (“.doc”) format. If available in .pdf format, the forms will contain “fillable” blanks which you can type directly into, and print. However, you can still print the form and fill in with a typewriter or by hand if you desire. If available in .doc format, the forms may contain “form fields” created using Microsoft Word. “Form fields” facilitate completion of the forms using your computer. They do not limit you ability to print the form “in blank” and complete with a typewriter or by hand. To complete the forms click on the gray shaded areas and type the information. For the separation agreement complete the gray shaded areas and also make any other changes or additions to resolve all issues. If you do not see the gray shaded form fields, go the View menu, click on Toolbars, and then select Forms. This will open the forms toolbar. Look for the button on the forms toolbar that resembles a shaded letter “a”. Click in this button and the form fields, if present, will become visible. If there are no form fields, just type into the document, underlining if necessary, to complete the form. Some forms may be “locked” which means that the content of the forms cannot be changed unless the form is unlocked. You can only fill in the information in the fields. If you need to make any changes in the body of the form, it is necessary for you “unlock” or “unprotect” the form. IF YOU INTEND TO MAKE CHANGES TO THE CONTENT, DO SO BEFORE YOU BEGIN TO FILL IN THE FIELDS. IF YOU UNLOCK THE DOCUMENT AFTER YOU HAVE BEGUN TO COMPLETE THE FIELDS, WHEN YOU RELOCK, ALL INFORMATION YOU ENTERED WILL BE LOST. To unlock click on “Tools” in the Menu bar and then selecting “unprotect document”. You may then be prompted to enter a password. If so, the password is “uslf”. That is uslf in lower case letters without the quotation marks. After you make the changes relock the document before you begin to complete the fields. After any required changes relock the form, then click on the first form field and enter the required information. You will be able to navigate through the document from form field to form field using your tab key. Tab to a form field and insert your data. If you experience problems, please let us know. * * * Steps to Incorporate The practice of a state-licensed profession in Kentucky is controlled, generally, by the statutory mandates set out in the statutes noted above, in statutes applicable to your profession, and by the rules and regulations established by the Kentucky Board or other governing entity for your profession. You should check with your governing entity to determine if there are any additional rules or regulations promulgated with which you must comply, any certificate of compliance or licensure you must obtain, etc. Step 1: See FORM: KY-NAMERESV APPLICATION FOR RESERVATION OF ENTITY NAME It is recommended that you reserve a corporate name in order to assure that your Articles of Incorporation are not rejected because the name you have selected is not available. You may skip this step and go to Step 2, but if the corporate name you have selected is not available, the Articles of Incorporation will be rejected and returned to you.  This form should be type or printed legibly in black ink.  1. Provide the corporate name you want to reserve. A corporate name of a professional corporation must contain the words "professional service corporation" or the abbreviation "P.S.C."  Check the box beside "as a corporate name"  2. Provide the name and address of the Applicant.  Have the Applicant sign the Application, print or type his/her name and title, and date the Application.  File the original and one copy of the Application.  The filing fee is $15.00 Mail the original and one copy of the APPLICATION FOR RESERED NAME along with a $15.00 filing fee (Make check payable to the Kentucky State Treasurer) , to: Secretary of State Corporations Division P O Box 718 Frankfort, KY 40602-0718 For name availability and further information, call (502) 564-2848. Step 2: See FORM: KY-00INCP ARTICLES OF INCORPORATION  This form should be type or printed legibly in black ink.  Article I: Provide the corporate name you have reserved.  Article II: Provide the number of share the corporation is authorized to issue. NOTE: The minimum Organization Tax Fee is based on 1000 shares or less.  Article III: Provide the street address of the corporation's registered office in Kentucky and the name of the initial registered agent at that address.  Article IV: Provide the mailing address of the corporation's principal office.  Article V: There is nothing to add to this Article.  Article VI: Provide the names and residence addresses of the original shareholders of the corporation.  Article VII: Provide the name and mailing address of each incorporator. You only need one incorporator.  Article VIII: Note the provisions of this Article. There is nothing to add.  Provide the date and the signature of the incorporator(s).  SPECIAL NOTE: The registered agent has to sign the Articles and print/type his/her name and title.  File the original and two exact copies of the Articles.  The filing fee is $40.00.  The Organization Tax Fee is $10.00 for 1000 shares or less. If you authorize MORE than 1000 shares, call the Secretary of State for the total filing fee Mail the original and two exact copies of the ARTICLES OF INCORPORATION along with the $40.00 filing fee and the Organization Tax Fee (Make check payable to the Kentucky State Treasurer) , to Secretary of State Corporations Division P O Box 718 Frankfort, KY 40602-0718 A sample cover letter to send with ARTICLES OF INCORPORATION is included in this package. See FORM: KY-PC-TL - SAMPLE TRANSMITTAL LETTER Step 4: Upon return of the Articles of Incorporation, conduct an Initial meeting at which time directors and officers are elected, by-laws are adopted, and other action is taken. See FORM: KY-PC-OM SAMPLE ORGANIZATIONAL MINUTES See FORM: KY-PC-BL SAMPLE BY-LAWS Step 5: Apply for a Federal Tax Identification Number. This is done with form IRS-SS- 4. Mail to your regional IRS office. See Supplemental Form: US-IRS-SS-4 APPLICATION FOR FEDERAL TAX ID & INSTRUCTIONS Step 6: If you elect Subchapter S status so that the corporation income and losses will pass to the shareholders, complete and file form 2553 with the Internal Revenue Service. It is important that this form be filed timely or the corporation will have to pay the C Corporation tax rate. See Supplemental Form: US-IRS-2553 ELECTION OF S-CORPORATION STATUS & INSTRUCTIONS Step 7: Open a Corporate bank account and conduct business. Step 8: Hold an annual meeting of the directors and shareholders at least once a year to elect directors and officers for the upcoming year and to take action as needed. See FORM: KY-PC-AM SAMPLE ANNUAL MINUTES General: For your convenience, additional forms are included such as Sample Corporate Notices of Meetings, Resolutions, Simple Stock Ledger & Certificate. See Supplemental Form: KY-PC-CR * * * Accessories U. S. Legal Forms, Inc. offers the following corporate accessories: Corporate Seal: If you would like to order a corporate seal call U.S. Legal Forms, Inc. at (601) 825-0382. Engraved with your name: $24.95 plus shipping, or see http://www.uslegalbookstore.com/officeproducts/ Corporate Books: See http://www.uslegalbookstore.com/officeproducts/ Imprinted (or blank) Lithographed Stock Certificates: Preview: http://www.uslegalforms.com/images/cert2.gif Order for your state: http://www.uslegalforms.com/stock-certificates.htm * * * Disclaimer THESE MATERIALS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL U. S. LEGAL FORMS, INC. 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