Kentucky LLC Operating Agreement Template [PDF]

Read our step-by-step guide on how to draft the Kentucky operating agreement using our advanced and customizable template.

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Kentucky
Customized for KentuckyThis document may be legally binding in Kentucky according to your state specific regulations.
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The Kentucky limited liability company (LLC) operating agreement is a legal document that provides details on the contributions, rights, and duties of each member within the LLC.

The LLC operating agreement, or business operating agreement, enables the parties to define the way in which the LLC is going to be operated and regulate the mutual relationship between the LLC members since federal and state law provide only a basic legal framework in that regard. 

Is an Operating Agreement Required in Kentucky?

No, an operating agreement is not a required document when forming an LLC in Kentucky. However, many parties still choose to make an operating agreement since it provides them with a framework for organizing the operations within the company.

4 Main Types of Operating Agreements

This section presents the four most commonly used operating agreement types used in Kentucky:

Types of Operating Agreements

  • Single-member LLC operating agreement: This operating agreement type is used for LLCs established by only one member. It includes rules on how the company will be operated but doesn’t regulate the relationships between the members.

  • Multi-member LLC operating agreement: Here, there are multiple members that establish the LLC. The operating agreement then has to regulate how the company will be operated and outline the rules that regulate the mutual relationship between the partners.

  • Member-managed LLC operating agreement: This type of operating agreement provides rules on how the company will be operated in situations where the members decide to actively participate in a decision-making process in the LLC.

  • Manager-managed LLC operating agreement: Here, the members of the LLC decide to delegate their decision-making powers to the professional manager. The operating agreement then outlines the rights and duties of a manager in the company.

Laws and Legal Requirements for LLC Operating Agreements in Kentucky

Chapter 275 of the Kentucky Revised Statutes regulates the status of limited liability companies in Kentucky.

Moreover, there are a few sections of this chapter that regulate the operating agreement:

Laws and Legal Requirements

  • § 275-175: Regulates provisions relating to the right to vote, approve, or consent.

  • § 275-177: Regulates enforcement of limitations on amendments.

  • § 275-180: Provides provisions on personal liability and indemnification.

How to Form a Limited Liability Company (LLC) in Kentucky

Below, you can find the easiest way to form a limited liability company in Kentucky:

How to Form a LLC in Kentucky

#1. Reserve a Name For Your LLC

The very first step in this process is to choose the business name of your company. You are free to choose any business name, as long as it is distinguishable. This means that the name is not similar to any business name already registered in Kentucky. 

To check if your business name is distinguishable, you should go to the Secretary of State business database and do a preliminary check.

#2. Choose the Type of LLC

In Kentucky, you can choose between a domestic LLC and a foreign LLC. The main difference between these two types is that the domestic LLC is established and registered in Kentucky, while the foreign LLC is registered in Kentucky but was previously established in some other state.

#3. Nominate an Agent

In this step, you must choose a registered agent that will receive official notices and documents on behalf of the LLC. This must be an individual with a registered address in Kentucky or an entity with the authority to conduct business in Kentucky.

#4. File the Registration Documents

For domestic LLCs, you should submit the Articles of Organization. You can do it online or by submitting the form in hard copy.

For foreign LLCs, you must submit the Certificate of Authority. Here, you can also apply online or fill out the application in hard copy.

#5. Pay the Required Fee

The fee for establishing a domestic LLC is $40, while the fee for establishing a foreign LLC is $90. If you submit the application in hard copy, you should attach a check for one of the abovementioned amounts and send it to the following address:

  • Secretary of State, P.O. Box 718, Frankfort, KY 40602-0718, or

  • Room 154, Capitol Building, 700 Capital Avenue, Frankfort, KY 40601

#6. Create your LLC Operating Agreement

After registering your LLC in Kentucky, you should create an operating agreement and outline the operation procedures inside your company. Although this step is not required, it will help you optimize your business. 

#7. Apply For an Employer Identification Number (EIN)

This number will enable you to open a bank account and hire employees. You can obtain it on the IRS website or by completing the SS-4 form.

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