FAQ - What is the difference between the business entity types?
Domestic Limited Liability: A limited liability company is an unincorporated business organization formed by filing Articles of Organization with the Secretary of State in accordance with KRS 275.015 and 14A. A limited liability company may be managed by members or managers.
Domestic Nonprofit Limited Liability: A nonprofit limited liability company is an unincorporated business organization formed by filing Articles of Organization with the Office of the Secretary of State in accordance with KRS 275.015 and 14A. A limited liability company may be managed by members or managers and is required to identify a purpose in accordance to KRS 273 and KRS 14.
Domestic Professional Limited Liability: A limited liability company organized under this chapter or the laws of another state or foreign country for purposes that include, but are not limited to, the providing of one (1) or more professional services. Except as otherwise expressly provided in KRS 275 and KRS 14A, all provisions of this chapter governing limited liability companies shall be applicable to professional limited liability companies.
Domestic Corporation: A business organization that is separate and apart from its owners in accordance with KRS 271B KRS 14A. A corporation has the same powers as an individual to do all things necessary to carry out its business. A board of directors manages the corporation and officers are responsible for the daily operations of the corporation. Shareholders are not personally responsible for the debts of the corporation. A corporation is formed by filing Articles of Incorporation with the Office of the Secretary of State.
Domestic Nonprofit Corporations: "Corporation" or "domestic corporation" means a nonprofit corporation subject to the provisions of KRS 273.163 to 273.387 and KRS 14A, except a foreign corporation; "Nonprofit corporation" means a corporation no part of the income or profit of which” is distributable to its members, directors or officers.
Domestic Professional Corporation: One (1) or more individuals, each of whom is licensed to render the same professional service or who are licensed to render related professional services such that applicable licensing laws and regulations would not prohibit the practice of such multiple professional services through a single business partnership, may incorporate and form a professional service corporation by filing articles of incorporation in the Office of the Secretary of State. Such articles of incorporation shall meet the requirements of KRS Chapter 271B and KRS Chapter 274.
Statement of Qualification: "Limited liability partnership" means a partnership that has filed a statement of qualification under KRS 362.1-1001 and KRS 14A and does not have a similar statement of effect in any other jurisdiction.
Certificate of Limited Partnership: A limited partnership is an association of two or more persons with one or more limited partners and one or more general partners. KRS 362.2-102. Limited partners are not personally responsible for the debts of the limited partnership unless they participate in management of the partnership. KRS 362.2.303.
Foreign Corporation: A foreign corporation transacting business in Kentucky does not file Articles of Incorporation, but must obtain a Certificate of Authority from the Secretary of State by filing an Application for Certificate of Authority with a filing fee. KRS 14A. The foreign corporation must use an available name in order to obtain its certificate. If its name is unavailable, it must adopt a fictitious name for use in Kentucky. KRS 14A.
Foreign Non-Profit Corporation: A foreign non-profit corporation transacting business in Kentucky does not file Articles of Incorporation, but must obtain a Certificate of Authority from the Secretary of State by filing an Application for Certificate of Authority with a filing fee. KRS 14A. The foreign non-profit corporation must use an available name in order to obtain its certificate. If its name is unavailable, it must adopt a fictitious name for use in Kentucky. KRS 14A
Foreign Professional Corporation: A foreign professional service corporation is entitled to procure a certificate of authority only if the corporation is organized for purposes for which a professional service corporation under KRS Chapter 274 may be organized and all the shareholders, not less than one-half of the directors and all the officers other than the secretary and treasurer are qualified persons. KRS 274-275. No foreign professional service corporation is required to obtain a certificate of authority unless it maintains an office in this state for the conduct of business. KRS 274-245 (2).
Foreign Limited Liability Company: A foreign limited liability company transacting business in Kentucky does not file Articles of Incorporation, but must obtain a Certificate of Authority from the Secretary of State by filing an Application for Certificate of Authority with a filing fee. KRS 14A. The foreign limited liability company must use an available name in order to obtain its certificate. If its name is unavailable, it must adopt a fictitious name for use in Kentucky. KRS 14A.
Foreign Non-Profit Limited Liability Company: A foreign non-profit corporation transacting business in Kentucky does not file Articles of Incorporation, but must obtain a Certificate of Authority from the Secretary of State by filing an Application for Certificate of Authority with a filing fee. KRS 14A. The foreign non-profit corporation must use an available name in order to obtain its certificate. If its name is unavailable, it must adopt a fictitious name for use in Kentucky. KRS 14A.