Fill and Sign the Ky Pllc Form

Prepared by U.S. Legal Forms, Inc. Copyright 2016 - U.S. Legal Forms, Inc. PROFESSIONAL LIMITED LIABILITY COMPANY COMMONWEALTH OF KENTUCKY Control Number: KY-00PLLC The contents of this package are as follows: 1. Statutory References 2. Introduction & Law Summary 3. Forms List 4. Notes on Downloading the Forms 5. Notes on Completing the Forms 6. Instructions and Steps 7. Accessories 8. Sample Ledger and Certificate 9. Disclaimer PROFESSIONAL LIMITED LIABILITY COMPANY For Licensed Professionals FORMATION PACKAGE – KENTUCKY Electronic Version Statutory References KENTUCKY REVISED STATUTES, Chapter 275 (Kentucky Limited Liability Company Act) http://www.lrc.state.ky.us/KRS/275-00/CHAPTER.HTM KENTUCKY REVISED STATUTES, Chapter 274 (Professional Corporations) http://www.lrc.state.ky.us/KRS/274-00/CHAPTER.HTM Introduction & Law Summary A professional limited liability company (PLLC) can be organized in the Commonwealth of Kentucky to engage in the practice of a state-licensed profession. As such, the PLLC is subject to the provisions of the KENTUCKY REVISED STATUTES, Chapter 275 - the Kentucky Limited Liability Company Act. Additionally any PLLC that engages in the practice of a profession is subject to the licensing requirements, rules and regulations of the Kentucky examining/governing board/agency for the profession. A Kentucky PLLC organized to engage in professional practice is subject to the following statutory provisions: Purpose In Kentucky, a limited liability company may be organized for any lawful purpose, including rendering professional services conducted in or outside the Commonwealth. Powers A limited liability company has the powers to do all things necessary or convenient to carry out its business and affairs. Selected Definitions "Articles of organization" are the articles filed in conformity with the provisions of KRS 275.020 and 275.025, and those articles as amended or restated. A "business entity" is any domestic and foreign limited liability companies, general and limited partnerships, including registered limited liability partnerships, corporations, business trusts, and sole proprietorships. A "corporation" is any profit or nonprofit corporation formed under the laws of any state or a foreign country. An "event of disassociation" is an event that causes a person to cease to be a member as provided in KRS 275.280. A "limited liability company" or "domestic limited liability company" is a limited liability company formed pursuant to Kentucky law and which has one or more members. A "limited liability company interest" or "interest in the limited liability company" is an interest that may be issued in accordance with KRS 275.195. A "limited partnership" is a limited partnership formed under the laws of the Commonwealth or any other state or a foreign country. "Majority-in-interest of the members" are those members entitled to cast a majority of the votes to be cast by the members on any matter under the terms of the operating agreement described in KRS 275.175(3). A "manager" or "managers" is/are (if the limited liability is to be managed by managers) the person or persons designated in accordance with KRS 275.165. A "member" or "members" is/are the person or persons who have been admitted to membership in a limited liability company as provided in KRS 275.275 and who have not ceased to be members as provided in KRS 275.280. An "operating agreement" is any agreement, written or oral, among all of the members, as to the conduct of the business and affairs of a limited liability company. If a limited liability company has only one (1) member, an operating agreement is deemed to include:  A writing executed by the member that relates to the affairs of the limited liability company and the conduct of its business regardless of whether the writing constitutes an agreement; or  If the limited liability company is managed by a manager, any other agreement between the member and the limited liability company as it relates to the limited liability company and the conduct of its business, regardless of whether the agreement is in writing. A "professional limited liability company" is a limited liability company organized for purposes that include, but are not limited to, the providing of one or more professional services. Except as otherwise expressly provided by law, all statutory provisions governing limited liability companies are applicable to professional limited liability companies. "Professional services" are the personal services rendered by licensed professionals. The "regulating board" is the Kentucky Board of Examiners or other authority with jurisdiction over the profession practiced by the PLLC. Formation One or more persons may serve as an organizer and form a limited liability company by delivering articles of organization to the Secretary of State for filing. It is not necessary that the organizer(s) be members of the limited liability company. Name The name of a limited liability company which is a professional limited liability company must contain the words "professional limited liability company" or "professional limited company" or the abbreviations "PLLC" or "PLC." The word "Limited" may be abbreviated as "Ltd." and the word "Company" may be abbreviated as "Co." Personal Liability Except as otherwise provided by statute, no member, manager, employee, or agent of a limited liability company, including a professional limited liability company, is personally liable by reason of being a member, manager, employee, or agent of the limited liability company, for a debt, obligation, or liability of the limited liability company, whether arising in contract, tort, or otherwise. The status of a person as a member, manager, employee, or agent of a limited liability company, including a professional limited liability company, does not subject the person to personal liability for the acts or omissions, including any negligence, wrongful act, or actionable misconduct, of any other member, manager, agent, or employee of the limited liability company. Under a written operating agreement or under another written agreement, a member or manager may agree to be obligated personally for any of the debts, obligations, and liabilities of the limited liability company. Management Unless the articles of organization vest management of the limited liability company in a manager or managers, management of the business and affairs of the limited liability company is vested in the members. Subject to any statutory provisions, or provisions of the operating agreement restricting or enlarging the management rights and duties of any person or group or class of persons, the members have the right and authority to manage the affairs of the limited liability company and to make all decisions for the company. If the articles of organization vest management of the limited liability company in one or more managers, the manager or managers have exclusive power to manage the business and affairs of the limited liability company. Unless otherwise provided in the articles of organization or the operating agreement, managers:  Shall be designated, appointed, elected, removed, or replaced by a vote, approval, or consent of the majority-in-interest of the members;  Shall not be required to be members of the limited liability company or natural persons; and  Unless they are sooner removed or sooner resign, shall hold office until their successors shall have been elected and qualified. Votes Required to Do Business Unless otherwise provided in the articles of organization, a written operating agreement, or by statute, the affirmative vote, approval, or consent of a majority-in-interest of the members, if management of the limited liability company is vested in the members, or of the managers, if the management of the limited liability company is vested in managers, is required to decide any matter connected with the business affairs of the limited liability company. Unless otherwise provided in writing in the operating agreement, the affirmative vote, approval, or consent of the majority-in-interest of the members is required to:  Amend a written operating agreement;  Authorize a manager or member to do any act on behalf of the limited liability company that contravenes a written operating agreement; or  Amend the articles of organization to change the management of the limited liability company from members to managers or from managers to members. Unless otherwise provided in the articles of organization, a written operating agreement, or by statute, the members of a limited liability company vote, approve, or consent in proportion to their contributions, based upon the agreed value as stated in the records of the limited liability company as required by KRS 275.185, made by each member to the extent they have been received by the limited liability company and have not been returned. Personal Liability and Indemnification A written operating agreement may:  Eliminate or limit the personal liability of a member or manager for monetary damages for breach of any duty provided for in KRS 275.170; and  Provide for indemnification of a member or manager for judgments, settlements, penalties, fines, or expenses incurred in a proceeding to which a person is a party because the person is or was a member or manager. Assignment of Interest Unless otherwise provided in writing in an operating agreement:  A limited liability company interest shall be assignable in whole or in part;  An assignment shall entitle the assignee to receive, to the extent assigned, only the distributions to which the assignor would be entitled;  An assignment of a limited liability company interest shall not dissolve the limited liability company or entitle the assignee to participate in the management and affairs of the limited liability company or to become or exercise any rights of a member other than the right to receive distributions;  Until the assignee of a limited liability company interest becomes a member pursuant to KRS 275.265(1), the assignor shall continue to be a member and to have the power to exercise any rights of a member, subject to the members' right to remove the assignor pursuant to KRS 280(1)(c)2.;  Until an assignee of a limited liability company interest becomes a member, the assignee shall have no liability as a member solely as a result of the assignment; and  The assignor of a limited liability company interest shall not be released from liability as a member solely as result of the assignment. An operating agreement may provide that a member's limited liability company interest may be evidenced by a certificate of limited liability company interest issued by the limited liability company and may also provide for the assignment or transfer of any interest represented by the certificate. Unless otherwise provided in an operating agreement, the pledge of or granting of a security interest, lien, or other encumbrance in or against any or all of the limited liability company interest of a member does not constitute an assignment and does not cause the member to cease to be a member or cease to have the power to exercise any rights or powers of a member. PRIOR TO FILING THE APPLICATION FOR RESERVED NAME AND THE ARTICLES OF ORGANIZATION FORMING A LLC WHOSE PURPOSE IS TO ENGAGE IN PROFESSIONAL PRACTICE, YOU SHOULD CONTACT THE KENTUCKY EXAMINING/GOVERNING BOARD/AGENCY FOR YOUR PROFESSION TO CONFIRM THAT YOU ARE IN COMPLIANCE WITH ALL APPLICABLE RULES AND REGULATIONS. EDITOR'S NOTE The statutory provisions relating to the formation and operation of a professional LLC organized to engage in a professional practice do not contain restrictions on ownership of a membership interest. The provisions of the KENTUCKY REVISED STATUTES concerning ownership of shares in a professional corporation organized to engage in professional practice does contain those restrictions. This form package includes all restrictions that are applicable to professional corporations in this regard, as well as other restrictions and conditions that the Editor thinks prudent to include. Please review the Operating Agreement included in this form package carefully to determine if each provision is consistent with your individual desires regarding the PLLC. * * * Forms List The following forms are available for download with this package.  KY-NAMERESV: Application for Reservation of Entity Name  KY-PLLC: Articles of Organization & Franchise Tax Form  KY-PLLC-TL: Sample Transmittal Letter  KY-PLLC-1: Sample Operating Agreement  US-IRS-SS-4 : Application for Federal Tax Identification Number & Instructions  KY-PLLC-NR: Sample Notices & Resolutions Instructions on using the forms are either included with the forms and/or found in the Steps to form PLLC 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 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 form PLLC Step 1: See FORM: KY-NAMERESV APPLICATION FOR RESERVATION OF NAME It is recommended that you reserve a LLC name in order to assure that your Articles of Organization 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 name you have selected is not available, the Articles of Organization will be rejected and returned to you.  The Application for Reservation of Name should by typewritten or printed legibly in black ink.  Enter the PLLC name you want to reserve.  A The name of a limited liability company which is a professional limited liability company must contain the words "professional limited liability company" or "professional limited company" or the abbreviations "PLLC" or "PLC." The word "Limited" may be abbreviated as "Ltd." and the word "Company" may be abbreviated as "Co."  A PLLC name must be distinguishable from any name on record with the Secretary of State.  Check the box by "a limited liability company."  Type/print the Applicant's name and address.  Have the Applicant sign the Application, print his/her name, and date the Application.  A PLLC name may be reserved for a NON-RENEWABLE period of 120 days.  File the original and one copy of the Application.  The filing fee is $15.00.  A preliminary check for name availability can be made by telephoning the Corporations Division at (502) 564-2848 (press 2, and then press 1). This preliminary check is not a statutory requirement, does not guarantee that the name will be deemed distinguishable at the time of filing, and does not convey any rights to the use of the name. It is only a preliminary check of name availability. Mail the original and one copy of the Application for Reserved Name and the $15.00 filing fee (Make check payable to the Kentucky State Treasurer) to: MAIL ADDRESS: Secretary of State Corporations Division P O Box 718 Frankfort, KY 40602-0718 DELIVERY/COURIER ADDRESS: Secretary of State Corporations Division 700 Capital Ave. Room 154, Capitol Building Frankfort, KY 40601 Telephone: (502) 564-2848 Fax: (502) 564-4075 Step 2: SEE FORM: KY-PLLC ARTICLES OF ORGANIZATION Once you have reserved the limited liability company name, or if you have chosen to proceed without reserving a name, you are ready to complete the Articles of Organization. Instructions to complete the PLLC Articles of Organization:  The Articles of Organization should be typewritten or printed legibly in black ink.  Article I: Provide the PLLC name you have reserved.  Article II: Provide the STREET address of the initial registered office and the name of the registered agent at that address.  Article III: Provide the mailing address of the initial principal office of the PLLC.  Article IV: You must decide if the PLLC is to be managed by members or by managers. Check the appropriate blank.  Article V: There is nothing to add to this section.  Have the Organizer(s) sign and date the Articles of Organization. You only need one Organizer.  Have the Organizer(s) print his/her name and address.  SPECIAL NOTE: The registered agent has to sign the Articles and print/type his/her name and title.  The filing fee for the Articles of Organization is $40.00.  File the original and one copy of the Articles or Organization. Step 3: Mail the original and two exact copies of the ARTICLES OF ORGANIZATION along with the $40.00 filing fee (Make check payable to the Kentucky State Treasurer) to: MAIL ADDRESS: Secretary of State Corporations Division P O Box 718 Frankfort, KY 40602-0718 DELIVERY/COURIER ADDRESS: Secretary of State Corporations Division Room 154, Capitol Building 700 Capital Ave. Frankfort, KY 40601 Telephone: (502) 564-2848 Fax: (502) 564-4075 A cover letter to send with the Articles of Organization and Statement of Consent of Registered Agent is included in this packet. See FORM: KY-PLLC-TL SAMPLE TRANSMITTAL LETTER Step 4: Complete an Operating Agreement. See FORM: KY-PLLC-1 SAMPLE OPERATING AGREEMENT Step 5: Apply for a Federal Tax Identification Number. This is done with form US-IRS- SS-4. Mail to your regional IRS office. See Supplemental Form: US-IRS-SS-4 FEDERAL TAX ID APPLICATION AND INSTRUCIONS Step 6: Open a bank account and conduct business. Ongoing: Sample Notices and Resolutions are provided for your convenience. See FORM: KY-PLLC-NR SAMPLE NOTICES & RESOLUTIONS * * * Accessories U. S. Legal Forms, Inc. offers the following PLLC accessories: PLLC Seal: If you would like to order a PLLC seal call U.S. Legal Forms, Inc. at (601) 825-0382. Engraved with your company name: $24.95 plus shipping, or see http://www.uslegalbookstore.com/officeproducts/ Imprinted (or blank) Lithographed PLLC Membership Certificates: Preview Order for your state * * * SAMPLE OWNERSHIP LEDGER and SIMPLE MEMBERSHIP CERTIFICATE Ownership Ledger Name and Residence Address of PLLC Member Date of Transfer % Ownership Amount Paid Subsequen t Transfer Membership Certifcate No. ____ PROFESSIONAL LIMITED LIABILITY COMPANY- KENTUCKY Percentage: ___ This Certifcate certifes that ______________________________ is a true and lawful owner of ______ percent ownership of ___________________________, a Kentucky Professional Limited Liability Company. Such ownership interest is only transferable in accordance with the Operating Agreement between the Members. This certifcate is issued by the Limited Liability Company by its duly authorized ofcers on this the ____ day of _________, 20___. __________________ _________________ 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. OR ITS AGENTS OR OFFICERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE MATERIALS, EVEN IF U.S. LEGAL FORMS, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. If you are not an attorney, you are advised to seek the advice of an attorney for all serious legal matters. 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