🐎 KENTUCKY • COMMONWEALTH
Kentucky Business Entity Types – Quick Navigator

Snapshot of how Kentucky structures its LLCs, corporations, partnerships, and professional entities – plus the quirks (no series LLCs + the Limited Liability Entity Tax) that every founder, freelancer, or fund manager should know before filing.

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Limited Liability Entity Tax
Applies to LLCs & corporations
🚫
Series LLCs
Not authorized under KRS 275
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Benefit Corporations
Public benefit option since 2017
⚕️
Professional Structures
PLLC • P.S.C. • LLP
→

Entity Landscape in the Commonwealth

Bluegrass snapshot:

Kentucky blends a modern LLC act, professional entity choices, and public benefit corporations with a unique Limited Liability Entity Tax. Whether you are bootstrapping a Louisville side-hustle, launching a distillery in Bardstown, or scaling tech in Lexington, the entity you pick controls liability, the ability to raise capital, and how the LLET hits your revenue.

Kentucky Deep Dives

Jump directly to the full-length formation playbooks for more detailed filing steps and compliance checklists.

Kentucky LLC formation guide Kentucky corporation guide

What Kentucky Recognizes

Informal

  • Sole proprietorships
  • General partnerships
  • Assumed name (DBA) filings available

LLCs

  • Standard LLCs
  • Professional LLCs
  • Nonprofit LLCs
  • Foreign registrations

Corporations

  • For-profit corporations
  • Nonprofit corporations
  • Professional service corporations
  • Public benefit corporations

Partnerships

  • General partnerships (GP)
  • Limited partnerships (LP)
  • Limited liability partnerships (LLP)
No series LLCs:

Kentucky’s LLC act does not authorize series LLCs. Investors typically form separate LLCs for each asset or use statutory trusts when “cell” structures are required.

Which Kentucky Entity Fits Your Scenario?

Match the use case with the most common Kentucky structure. This mirrors the quick comparison table from the full article.

Scenario Good Fit Why
Solo freelancer / online creator Sole prop → LLC upgrade Start lean, then add liability protection when revenue and risk climb.
Local service business or e-commerce Standard Kentucky LLC Flexible operating agreements, pass-through tax default, easy management.
Professional practice (law, medicine, CPA) PLLC, P.S.C., or LLP Tracks licensing-board requirements and isolates malpractice exposure.
High-growth / VC-backed startup Business corporation (possibly PBC) Clean equity structure for stock, options, and preferred rounds.
Charitable or membership nonprofit Nonprofit corporation or nonprofit LLC Aligns with 501(c)(3) rules and charitable fiduciary duties.
Fund / real estate syndicate LP or manager-managed LLC Split economics between managing members/GPs and passive investors.

Icon cheat sheet

✅ mainstream
🚀 investor-focused
⚕️ professional
💚 mission-driven

LLCs in Kentucky

Standard Kentucky LLC

  • Formed by filing Articles of Organization with the Secretary of State.
  • Operating agreement governs management, voting, exits, and distributions.
  • Flexible tax status: default pass-through with corporate/S-corp elections available.
  • Single-member LLCs retain the liability shield; Kentucky clarified no veil piercing solely for single-owner status.

Professional & Nonprofit LLCs

  • PLLCs limit ownership/management to licensed professionals (law, medicine, engineering, etc.).
  • Operating agreements often include forced redemptions if a license is lost.
  • Nonprofit LLCs combine KRS 275 with KRS 273.167, usually where members are themselves nonprofits.
  • IRS still reviews the operating agreement to confirm charitable control.

No Series, Alternative Structures

  • KRS 275 has no series LLC provisions, so multiple LLCs remain the standard risk-segmentation strategy.
  • Some fund managers use statutory trusts with series if they need “cells.”
  • Real-estate investors often put each property in its own Kentucky LLC.

Corporations, P.S.C.s, and Public Benefit Corps

Standard Business Corporations

  • Formed under KRS 271B with Articles of Incorporation.
  • Board of directors, officers, bylaws, and shareholder meetings are standard.
  • Default C-corporation taxation with the ability to elect S-corp status.
  • Best for companies issuing stock, options, or planning for M&A/IPO exits.

Professional Service Corporations (P.S.C.)

  • Used by law firms, medical groups, dentists, and other licensed practices.
  • Shareholders and directors generally must hold the relevant license.
  • Protects against contractual liabilities but not personal malpractice.

Public Benefit Corporations

  • Must identify the public benefit in the Articles and include “PBC” or “Public Benefit Corporation” in the name.
  • Directors balance shareholder interests with stated public benefits and other stakeholders.
  • Conversion from a standard corporation requires 90% approval and offers dissenter’s rights.

Nonprofit Corporations

  • Governed by KRS 273; commonly used for 501(c)(3) organizations, member groups, and religious bodies.
  • No shareholders—surplus stays in the mission.
  • Directors owe heightened fiduciary duties and must follow charitable trust rules.

LLET, Naming Rules, and Other Compliance Notes

Limited Liability Entity Tax (LLET)

Kentucky collects the LLET from most limited liability entities—LLCs, corporations, and certain partnerships—based on gross receipts or gross profits. Pass-through tax treatment does not bypass the LLET; it’s a separate Kentucky-level minimum tax layered on top of income tax.

Other Must-Know Details

Converting to a Public Benefit Corporation?

Plan ahead: you will need 90% shareholder approval and must provide dissenter’s rights. Update your Articles, bylaws, investor documents, and registered name simultaneously so filings do not get rejected.

My Attorney-Led Kentucky Entity Packages

I personally guide each engagement—from conflict checks through the first 90 days of compliance—so you are not handed off to a filing mill. Pricing below excludes state fees and the Kentucky LLET.

LLC Launch Strategy – $950 + fees

  • Attorney consult focused on operations, founders, and LLET impact.
  • Articles of Organization + tailored operating agreement with capital tables.
  • First 90-day compliance calendar (tax accounts, BOI/CTA triggers, LLET reminders).

Corporate & PBC Formation – $1,450 + fees

  • Formation planning for C-corps, S-corps, or public benefit conversions.
  • Bylaws, initial board minutes, shareholder agreements, and equity incentive scaffolding.
  • Investor-ready compliance memo covering LLET, securities carve-outs, and foreign qualification checkpoints.

Regulated Practice Setup – $1,900 + fees

  • PLLC/P.S.C./LLP comparison call customized to your licensing board.
  • Professional ownership provisions, malpractice carve-outs, and loss-of-license triggers.
  • Ancillary agreements (employment, buy-sell) plus local licensing checklist.
Next steps:

Email me at owner@terms.law with your Kentucky fact pattern, or book a paid strategy slot via Calendly using the link below. I respond within one business day.

Schedule a Kentucky entity strategy session