Kentucky requires most registered business entities to file an Annual Report with the Kentucky Secretary of State. This report updates the state with current information about your entity, helping to maintain its active status and good standing. The due date for this report is generally the same for all entity types. In addition to this, there are annual tax-related filings with the Kentucky Department of Revenue and specific requirements for charitable organizations.
Why is it important to file? Maintaining good standing with the Commonwealth of Kentucky is crucial for your entity’s legal operation. Failure to comply with these filing requirements can lead to severe penalties and negative consequences, including:
Bad Standing Status: Failure to file the annual report by June 30 will immediately result in your entity being listed in “bad standing” with the Secretary of State.
Administrative Dissolution/Revocation: If the Annual Report is not filed by August 31st (which is 60 days after the June 30th due date), your domestic entity will be administratively dissolved or your foreign entity will have its authority revoked to transact business in Kentucky.
Loss of Liability Protection: For LLCs and corporations, administrative dissolution can lead to the loss of personal liability protection for the owners and managers, potentially exposing personal assets to business debts and lawsuits.
Loss of Name Protection: Your entity’s name may become available for others to use.
Inability to Conduct Business: A dissolved or revoked status can hinder your ability to legally enter into contracts, maintain bank accounts, or defend yourself in Kentucky courts.
Complex Reinstatement: Reinstatement is a time-consuming and costly process, requiring the filing of all delinquent reports and a reinstatement application, typically with an additional fee (e.g., $100 for reinstatement).
Specific Requirements by Entity Type in Kentucky:
For All Entity Types (LLC, Corporation, Non-Profit, Partnership) in Kentucky:
Annual Report (Kentucky Secretary of State):
Frequency: Annually.
Filing Period: Annually between January 1st and June 30th.
Due Date: By June 30th of each year.
Filing Fee:$15.00 for all entity types (for-profit corporations, LLCs, limited partnerships, limited liability partnerships, and non-profit corporations).
Penalty: No direct monetary late fee for the report itself by the June 30th deadline, but failure to file by August 31st leads to administrative dissolution. A reinstatement fee (e.g., $100) applies if dissolved.
Information Required: Entity’s legal name, Kentucky Entity ID number, current principal office mailing address, current Registered Agent information (name and street address), and information on the entity’s governing persons (e.g., officers/directors for corporations/non-profits; managers/members for LLCs; partners for partnerships).
Filing Method: Can be filed online through the Kentucky Secretary of State’s website or by mail. Online filing is generally preferred for ease and speed.
For Corporations (For-Profit & Professional) in Kentucky:
In addition to the Annual Report:
Kentucky Corporation Income Tax and LLET Return (Kentucky Department of Revenue – Form 720):
Frequency: Annually.
Due Date: By the 15th day of the 4th month following the close of your taxable year (e.g., April 15th for calendar year filers).
Limited Liability Entity Tax (LLET): Kentucky imposes the LLET on corporations (and most other limited liability entities) doing business in the state. This tax is calculated based on the lesser of your Kentucky gross receipts or gross profits, with a minimum LLET of $175.00.
Extensions: Kentucky automatically grants a 6-month extension to file corporate income tax returns if a federal extension is filed. This is an extension to FILE, not an extension to PAY; any tax due must still be paid by the original deadline to avoid interest and penalties.
For Limited Liability Companies (LLCs) in Kentucky:
In addition to the Annual Report:
Kentucky Limited Liability Entity Tax (LLET) (Kentucky Department of Revenue – Form 720 for corporate-taxed, Form 740-PTE for pass-through):
Frequency: Annually.
Due Date:
If the LLC is taxed as a corporation for federal purposes, due by the 15th day of the 4th month following the close of your taxable year (Form 720).
If the LLC is taxed as a partnership or S-corporation for federal purposes, due by the 15th day of the 4th month following the close of your taxable year (Form 740-PTE).
Minimum LLET: All Kentucky LLCs (and other limited liability entities) are subject to the LLET, with a minimum tax of $175.00 annually, even if you have no income.
Pass-Through Income: For LLCs taxed as partnerships or disregarded entities, income and losses generally “pass through” to the owners’ individual Kentucky income tax returns (Form 740 or 740-NP). The LLET is typically paid at the entity level.
For Partnerships (General Partnerships, Limited Partnerships, Limited Liability Partnerships, Limited Liability Limited Partnerships) in Kentucky:
In addition to the Annual Report (for LPs, LLPs, LLLPs, and some GPs):
General Partnerships (GPs): Generally, GPs formed by agreement are not required to file an Annual Report with the Kentucky Secretary of State unless they have filed a Statement of Partnership Authority.
Limited Partnerships (LPs), Limited Liability Partnerships (LLPs), Limited Liability Limited Partnerships (LLLPs): These entities must file an Annual Report.
Kentucky Partnership Income and LLET Return (Kentucky Department of Revenue – Form 765):
Frequency: Annually.
Due Date: By the 15th day of the 4th month following the close of the taxable year (e.g., April 15th for calendar year filers).
Limited Liability Entity Tax (LLET): Similar to LLCs and corporations, most partnerships (specifically, limited liability pass-through entities) are subject to the LLET, with a minimum tax of $175.00 annually.
Pass-Through Income: This is generally an informational return. Income and losses “pass through” to the partners’ individual Kentucky income tax returns. Nonresident partner withholding may apply.
For Non-Profit Corporations in Kentucky, please also note the following:
If your non-profit solicits charitable contributions in Kentucky (unless specifically exempt, such as certain religious organizations, educational institutions, or those primarily soliciting from their members), you must register and renew annually with the Kentucky Attorney General’s Office.
Due Date: Annually, generally by the 15th day of the 5th month after the close of the organization’s fiscal year (e.g., May 15th for a December 31st fiscal year-end).
Filing Fee: There is no filing fee required for initial registration or annual renewal of charitable organizations with the Kentucky Attorney General’s Office.
Required Attachments: This renewal typically requires submitting a copy of your federal IRS Form 990 series return, your IRS Determination Letter, Articles of Incorporation, and Bylaws.
Penalties: Failure to comply can lead to legal action for unlawful solicitation, injunctions, or fines.
Kentucky Exempt Organization Income Tax:
Frequency: Annually, if applicable.
Applies if: Your non-profit has unrelated business taxable income (UBTI) that exceeds the federal filing threshold. If so, a Kentucky corporate income tax return (Form 720) would be filed to report and pay tax on UBTI.
No other state-level income tax: Generally, if your non-profit has obtained 501(c) tax-exempt status from the IRS, it is also exempt from Kentucky corporate income tax purposes (unless it has UBTI).
Federal IRS Form 990 Series: As a federally tax-exempt organization, your non-profit must file an annual information return with the IRS (Form 990, 990-EZ, 990-PF, or 990-N, depending on your gross receipts and assets). This is typically due by the 15th day of the 5th month after your fiscal year ends (e.g., May 15th for a December 31st fiscal year-end).
What information is generally required for these filings? The various Kentucky filings typically require verification or updating of the following:
Your entity’s legal name and Kentucky Entity ID number.
The current principal office mailing address.
The name and physical street address of your Kentucky Registered Agent.
For Corporations and Nonprofits: Names and addresses of your principal officers and directors.
For LLCs: Names and addresses of managers (if manager-managed) or members (if member-managed).
For Partnerships (LPs, LLPs, LLLPs, and some GPs): Names and addresses of general partners or all partners.
Updated contact information for the entity.
For Non-Profits: Confirmation of your federal tax-exempt status and details regarding any charitable solicitation activities.
How can we assist you? We understand that navigating these compliance requirements can be challenging, especially with strict deadlines and the potential for administrative dissolution. We are here to assist you with understanding and fulfilling your Kentucky compliance obligations. Our services for these filings include:
Determining your specific filing requirements and due dates.
Gathering the necessary information.
Preparing and accurately filing your Annual Reports with the Kentucky Secretary of State.
Assisting with the preparation and filing of your Kentucky tax returns (e.g., LLET, corporate income tax) (if applicable).
Preparing and filing any applicable non-profit charitable registrations.
Arranging payment of the applicable fees/taxes.
Confirming receipt and good standing with the Kentucky Secretary of State and, if applicable, the Department of Revenue or Attorney General’s Office.
What we need from you: To facilitate these filings, fill up the information sheet:
Please do not hesitate to contact us at your earliest convenience to discuss your Kentucky compliance obligations. We can help ensure your entity remains in good standing and avoids any potential adverse consequences.
