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Kentucky r required state forms icable) Annual Corporate Reports (mandatory) Change of Address of Registered Agent (mandatory) Articles of Merger (mandatory, if applicable) Articles of Dissolution (mandatory, if applicable) Any othender) Document Filing Checklist - Kentucky Application for Reservation of Corporate Name (if desired) Articles of Incorporation (mandatory) Amendments to Articles of Incorporation (mandatory, if appls compensation requirements Check insurance requirements Procure corporate seal (if desired) Prepare stock certificates Prepare corporate accounting ledgers Prepare corporate record book (looseleaf biration If desired, have attorney review Articles of Incorporation prior to filing Review tax impact of incorporation with an accountant Check state tax, employment, licensing, unemployment, and workereet 4 Pre-Incorporation Checklist - Kentucky Write state corporation office for information Complete Pre-Incorporation Worksheet Check annual fees and filing requirements Prepare Articles of Incorpo________ ___________________________ ___________________________ ___________________________ Amount ______________ ______________ ______________ ______________ ______________ Pre-Incorporation Worksh______ ________________________________ ________________________________ ________________________________ ________________________________ Cash/Property ___________________________ ___________________ ________________________________________________ Par value or no-par value: ________________________________________________________ Proposed sales of shares of stock: Name __________________________l total investment: $ _________________________________________________________ Initial indebtedness: $ ___________________________________________________________ Initial authorized number of shares: meetings: ____________________________________________ Required vote for directors actions (majority/%/unanimous?): ___________________________ Pre-Incorporation Worksheet 3 Corporate Stock Initia ______________________________________ Date ____________________ Time _____________ ______ directors ______ shareholders ______ shareholders ______ either ______ either Required quorum for directorsor accrual?): ________________________________________________ Authority to amend the following corporate documents: Articles of Incorporation: ______ directors Bylaws: Annual directors meeting: Place____ Required vote for shareholders actions (majority/%/unanimous?): _________________________ Fiscal year: ____________________________________________________________________ Accounting type (cash quired quorum for shareholders meeting: __________________________________________ Annual shareholders meeting: Place _____________________________________ Date _________________________ Time _______________________ ____________________________________ ____________________________________ Is qualification in other states necessary?_____________________________________________ Corporate Bylaws Re_________________ Vice President: _________________________ Secretary: _________________________ Treasurer: _________________________ Address ____________________________________ _____________________istered agent and office address: _____________________________________ ______________________________________________________________________________ Proposed first officers: Name President: _________________________ ___________________________________________ ___________________________________________ ___________________________________________ Pre-Incorporation Worksheet 2 Corporation's reg_______________ ______________________________ ______________________________ Address ___________________________________________ ___________________________________________ ______________________________________________________________________________ Proposed first board of directors Name ______________________________ ______________________________ ______________________________ _______________orate bank account: ___________________________________________ Cost of incorporation: ___________________________________________________________ Corporate Management Proposed number of directors: _ ___________________________________________ ___________________________________________ Proposed date of first directors meeting: _____________________________________________ Proposed bank for corp addresses of those who will act as incorporators: Name ______________________________ ______________________________ ______________________________ Address ___________________________________________ation: Kentucky Corporate existence (limited or perpetual?): __________________________________________ Proposed date to begin corporate business: ___________________________________________ Names andl licenses required: ______________________________________________________ Patents/copyrights/trademarks: ____________________________________________________ Incorporation Matters State of incorpor________________________________________________________ Pre-Incorporation Worksheet 1 Type of Business Purpose of corporation: __________________________________________________________ State/loca______________ ______________________________________________________________________________ Other places of business: _________________________________________________________ ______________________: ___________________________________________ ______________________________________________________________________________ Ownership of principal place of business (own or lease?): _________________of principal place of business: ______________________________________________ ______________________________________________________________________________ Description of principal place of business_______ Phone _________________________ _________________________ _________________________ _________________________ _________________________ _________________________ Location of Business Address _______________________ _________________________ Address ________________________ ________________________ ________________________ ________________________ ________________________ ____________________________________________________________ Parties Involved in Forming the Corporation Name _________________________ _________________________ _________________________ _________________________ __First choice: ___________________________________________________________________ Alternate choices: _______________________________________________________________ ___________________________________corporation Worksheet 4 Pre-Incorporation Worksheet - Kentucky Name/Address of State Corporation Department: Secretary of State PO Box 718 Frankfort, KY 40602-0718 Proposed Name of the Corporation cash or property, and value of potential sales of shares of stock which may be approved by the board of directors once the corporation is officially authorized to issue stock. Instructions for Pre-Ine. The choice of par or no-par value stock may affect the issuance of dividends and should be referred to the corporate accountant. Proposed sales of shares of stock: Here should be listed the names, t an indication of the actual value of the shares of stock. Shares must be sold for a price at or below par value. If no-par value is assigned, the shares are issued for the actual price paid per sharependent upon the amount of stock issued. Par value or no-par value: This refers to an arbitrary indication as to the value of the stock. The designation of stock as having a certain "par" value is noauthorized should be listed. For small corporations, this number may be influenced by the incorporation fee structure of the state of incorporation, although in Kentucky, the fee is fixed and is not dial indebtedness for the corporation, please list here. Initial authorized number of shares: This figure is required to be listed in the Articles of Incorporation. The number of shares of stock to be or the issuance of shares of stock in the corporation. This is also referred to as "paid-in capital." In Kentucky, there is no paid-in captial minimum. Initial indebtedness: If there is to be any init is the total amount of money or property that will be transferred to the corporation upon its beginning business. This transfer will be in exchange Instructions for Pre-Incorporation Worksheet 3 fs any board of directors business. This is normally set at a "majority" (over 50 percent), although this figure can be set higher and can be made to be unanimous. Total initial investment: This figurered vote for directors action: Once it is determined that a quorum of directors is present at a meeting, this is the percentage of directors who must vote in the affirmative in order to officially pasbe present at a board of directors meeting in order to officially transact any directors business. This is normally set at a "majority" (over 50 percent), although this figure can be set higher. Requi Annual directors meeting: The date, time, and place of the annual board of directors meeting should be specified. Required quorum for directors meeting: This is the percentage of directors that must ill have the authority to amend the Articles of Incorporation. Amendments to Bylaws: The determination of which bodies of the corporation will have the authority to amend the bylaws should be decided.be chosen in advance. Please consult with a competent accounting professional. Amendments to Articles of Incorporation: Under this item should be the determination of which bodies of the corporation whis figure can be set higher and can be made to be unanimous. Fiscal year and accounting type: For accounting purposes, the fiscal year and accounting type (cash or accrual) of the corporation should of shares of issued stock in the corporation that must vote in the affirmative in order to officially pass any shareholder business. This is normally set at a "majority" (over 50 percent), although t annual shareholders meeting should be specified. Required vote for shareholder action: Once it is determined that a quorum of shareholders is present at a meeting, this is the percentage of ownershipicially transact any shareholder business. This is normally set at a "majority" (over 50 percent), although this figure can be set higher. Annual shareholders meeting: The date, time, and place of the attorney. Required quorum for shareholders meeting: This is the percentage of ownership of shares of issued stock in the corporation that must be represented at a shareholders meeting in order to offa corporation from another state is referred to as a "foreign" corporation. If you desire that your corporation qualify for activities in another state, you are advised to consult a competent business of incorporation, it is necessary to "qualify" the corporation in that state. This generally requires obtaining a Certificate of Authority to Transact Business from the other state. In this context, rst officers of the business. Instructions for Pre-Incorporation Worksheet 2 Out-of-state qualification: If the corporation desires to actively conduct business in a state other that the main statehe registered agent. Proposed first officers: This information is not provided in the Articles of Incorporation and need not be made public. You should list here the persons who are proposed as the fir, director, or officer of the corporation. The registered agent need not be a lawyer. Normally, the main owner, chairperson of the board of directors, or president of the corporation is selected as that a specific person be available as the agent of the corporation for the service of process (i.e., to accept subpoenas or summonses on behalf of the corporation). The person need not be a shareholdeoration's registered agent and address: You should list the name and actual street address of the person who will act as the registered agent of the corporation. All states (except New York) require tr of directors must be stated in the Articles of Incorporation. Proposed first board of directors: You should list the names and addresses of the proposed members of the first board of directors. Corp; and any other direct costs of the incorporation process. Proposed number of directors: In Kentucky, the minimum number of directors is one. Directors may be nonresidents. Note that the initial numbe schedule is available at the web address listed above). This cost should also reflect the cost of obtaining professional assistance (legal or accounting); the cost of procuring the necessary suppliesectors meeting. Cost of incorporation: The state fees for incorporation are a filing fee of $40, and an organization tax of a minimum of $10 (paid to State Treasurer). (Please note that a complete feecorporation, you should determine the bank which will handle the corporate accounts. Obtain from the bank the necessary bank resolution, which will be signed by the board of directors at the first dir will be the date proposed for holding the first meeting of the board of directors, at which the corporate bylaws will be officially adopted. Proposed bank for corporate bank account: In advance of ins) who will prepare and file the Articles of Incorporation. In Kentucky, the minimum number of incorporators is one. Incorporators may be persons or corporations. Date of first directors meeting: Thisoration), the incorporators of your corporation will continue to be legally liable for any business conducted on behalf of the proposed corporation. Incorporators: This should be the person (or persono begin corporate business: This should be the date on which you expect the corporation to begin its legal existence. Until this date (actually, until the state formally accepts the Articles of Incorps for Pre-Incorporation Worksheet 1 Corporate existence: The choices here are perpetual (forever) or limited to a certain length. In virtually all cases, you should choose perpetual. Proposed date te case. Virtually all states have now enacted corporate laws very similar to those in Delaware. In the vast majority of situations, it is preferable to be incorporated in your home state. Instructione in which to incorporate. This was due to the fact that Delaware was the first state to modernize its corporation laws to reflect the realities of present-day corporate business. This is no longer th noted here. State of incorporation: In general, the corporation should be incorporated in the state in which it will conduct business. In the past, the state of Delaware was regarded as the best stathe types of licenses required for your locality and business type. Patents/copyrights/trademarks: If patents, copyrights, or trademarks will need to be transferred into the corporation, they should bely, certain types of businesses will require health department approvals, state board licensing, or other forms of licenses. If necessary, check with a competent local attorney for details regarding t to operate your type of business. Most states require obtaining a tax ID number and a retail, wholesale, or sales tax license. A federal tax ID number must be obtained by all corporations. Additional all lawful business for which corporations may be organized under the laws of the Commonwealth of Kentucky." State/local licenses required: Here you should note any specific requirements for licensesess. Purpose of corporation: Many states, including Kentucky, allow the use of an "allpurpose" business purpose clause in describing the main activity of the business; for example, "to conduct any andlace of business: This must be the address of the actual physical location of the main business. It may not be a post office box. If the corporation is home-based, this address should be the home addrone of the preceding. Parties involved: This listing should provide the names, addresses, and phone numbers of all of the people who are involved in the planning stages of the corporation. Principal pky, a corporate name is reservable for 120 days for a $15 fee (reservation is renewable). The corporate name must include the word Corporation, Incorporated, Company or Limited, or an abbreviation of t conflict with any existing company names, nor must it be deceptively similar to other names. It is often wise to clearly explain the business of the corporation through the choice of name. In Kentucload state forms and fee schedules at http://www.kysos.com/BUSSER/BUSFIL/forms.asp. Corporate name: The selection of a corporate name is often crucial to the success of a corporation. The name must noonwealth of Kentucky, as state laws and fees charged for incorporation are subject to change. Having the latest available information will save you time and trouble. Please note that you can also downartment: The address is listed on the Worksheet. You should write to this department immediately, requesting all available information on incorporation of a for-profit business corporation in the Commg in any way out of the use of these materials. An attorney should be consulted for all serious legal matters. Instructions for Pre-Incorporation Worksheet - Kentucky Address of state corporation depvices; loss of use, data, or profits; or business interruption) however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arisinlishers of the forms, be responsible or liable for any direct, indirect, incidental, special, exemplary, or consequential damages (including, but not limited to, procurement of substitute goods or serof the materials for your particular needs. The materials are used at your own risk. In no event will: i) FindLegalForms, Inc, its agents, partners, or affiliates, or ii) the providers, authors or pubsclaimers and Terms of Use" found at findlegalforms.com. These materials are provided "AS-IS." We do not give any express or implied warranties of merchantability, suitability or completeness for any .us/. Disclaimer No Attorney-Client relationship is created by use of these materials. FindLegalForms, Inc. does not provide legal advice. The purchase and use of these materials is subject to the "Dise note that the state specific information provided in this packet may change. To ensure its accuracy, please contact your state's Secretary of State or visit their website at http://www.lrc.state.kyequired. Included in this packet are the following: Instructions for completing Pre-Incorporation Worksheet Pre-Incorporation Worksheet Pre-Incorporation Checklist Document Filing Checklist Note: Pleaeet will also provide all persons involved with a clear and permanent record of the information. This may provide the principals of the corporation with vital support for later decisions that may be rts, number of directors, and other management decisions often will enable potential associates to resolve many of the difficult problems of corporate management in advance. The use of a written workshing to form the corporation. Often, conflicts and demands are not known until the actual process of determining the corporate structure begins. Frank discussions regarding the questions of voting righasic data to use in preparing the necessary incorporation paperwork. The process of preparing this worksheet will also help uncover any potential differences of opinion among the persons who are desirose, structure and type prior to incorporation within the Commonwealth of Kentucky. Using the included worksheet and checklists, potential business owners will be able to have before them all of the bInformation Pre-Incorporation Kit - Kentucky Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit provides tools for determining the details of a corporation's purp Kentucky