International Legal Services

Kentucky – Limited Liability Companies

General information about the State	Nickname: Bluegrass State Population: 3,884,000 (24th place) Area: 40,411 sq miles (37th place) Admitted to Union: the 1st of June, 1792 Capital City: Frankfort (population 26,000) Other cities: Louisville (270,000), Lexington (226,000)
Possible names with example of Alpha	Alpha Limited Liability Company Alpha Limited Company Alpha L.L.C. Alpha L.C. Alpha Ltd. Co. Alpha Limited Co. Alpha Ltd. Company Professional LLCs must contain the words “Professional Limited Liability Company”, or “Professional Limited Company”, or “PLLC”, or “PLC”.
The minimum number of members	One
Company management	LLC is managed by its members unless operating agreement or the articles state that LLC is to be managed by one or more managers. If not otherwise provided in the operating agreement or the articles, members vote in proportion to contributions made to the LLC, with a majority vote required to take membership action. Unless otherwise provided by the articles or operating agreement, managers are elected and removed by a “majority of interest” of members. Managers are elected for an indefinite term unless otherwise stated in the articles or operating agreement. Operating agreement must be in writing. When LLC has nominee members an attorney is appointed to manage LLC on the basis of power of attorney. As a rule, general power of attorney and a restricted one only for the purpose to open bank account are issued by nominee members in favor of company’ beneficial owner or authorized persons.
Amendments to Articles and Operating Agreement	Unless otherwise provided by the articles or operating agreement, a “majority of interest” is required to amend the articles or the operating agreement or to change company management from member-managed to manager-managed LLC.
Withdrawal of Members	Unless otherwise provided by the operating agreement, a member can withdraw from LLC only by obtaining the consent of all other members. No specific provision was found in the LLC Act that says how much the member is entitled to receive upon withdrawal in the absence of a provision in the operating agreement. Vote to continue LLC after dissociation of member not required.
Annual Report	Annual reports must be delivered to the Secretary of State between January 1 and June 30 of each calendar year. First annual report is due between January 1 and June 30 of the calendar year following the date of formation. The annual report must contain the following information: · The name of the LLC; · The address of the principal office or mailing address; · The state or country of incorporation or organization; and · The address of the registered office and the name of the registered agent at that office. · Names of up to five officers, members or managers.
Taxation	State tax treatment of the company follows IRS classification for federal income tax. Sales tax – 6%