Kentucky Small Business Attorney

Legal Help Sized for a Kentucky Small Business

Most small businesses in our part of Kentucky do not have a lawyer on staff. They have an owner who handles the books at night, a handshake deal with a supplier, and a filing with the Secretary of State that was done years ago and never looked at again. That works until something changes: a partner wants out, a customer stops paying, or a bank asks for documents nobody can find.

Bussell Law Firm works with Kentucky small businesses from offices in Carlisle and Paris. We keep the work practical and sized to the business. Our business services are:

• Business Formation & Registration
• Bylaws and Partnership Agreements
• Contract Drafting & Review
• Business Transactions & Sales
• Real Estate Transactions
• Regulatory Compliance
• Business Dispute Mediation
• Contract Disputes
• Collections & Debt Recovery

This page explains the basic Kentucky rules behind that work and what to expect when you call.

Business Formation and Structure

Forming a Kentucky LLC

Many small businesses choose a limited liability company. Under KRS 275.020, one or more organizers form an LLC by delivering articles of organization to the Kentucky Secretary of State, and the company exists once the articles are filed. KRS 275.025 lists what the articles must contain: the company name, its registered office and registered agent, the mailing address of its principal office, and a statement of whether it will be managed by its members or by one or more managers.

The main reason owners form an LLC is the liability rule in KRS 275.150. In general, a member or manager is not personally liable for the company's debts just because he or she is a member or manager. There are limits. An owner who agrees in writing to be personally responsible for a company debt can be held to that promise, and the statute does not protect anyone from liability for his or her own negligence or wrongful acts.

Corporations

Some businesses are better suited to a corporation under KRS Chapter 271B. Under KRS 271B.2-060, the incorporators or board of directors must adopt initial bylaws for the corporation.

The Annual Report

Formation is not a one time filing. KRS 275.190 makes every LLC subject to the annual report requirement in KRS 14A.6-010, which also covers corporations. The first annual report is due to the Secretary of State between January 1 and June 30 of the year after the company is formed, and every year after that in the same window. If a report is not filed, KRS 14A.7-010 allows the Secretary of State to begin administrative dissolution. Under KRS 14A.7-020, the company has 60 days after notice is mailed to fix the problem, and a dissolved company may carry on only the business needed to wind up its affairs.

LLC and Corporate Records, Operating Agreements, and Bylaws

Kentucky law defines an operating agreement in KRS 275.015 as any agreement among the members, written or oral, about how the company is run. An oral agreement is hard to prove when members disagree. If there is no written agreement on a point, the default rules in KRS 275.175 apply. Most matters are decided by a majority in interest of the members, or by a majority of the managers in a manager managed company, and member approval is required for steps such as admitting a new member, amending the articles, or selling all or substantially all of the company's assets.

A written operating agreement, bylaws, or partnership agreement lets the owners decide those questions ahead of time: who can sign for the business, how profits are split, what happens when an owner wants to leave, and how a deadlock gets broken. We draft these documents, review ones you already have, and help you keep the company's filings, registered agent, and records current.

Contracts and Agreements

Contracts are where most small business problems start, and where many can be prevented. We draft and review the agreements small businesses use every day: customer and vendor contracts, service agreements, leases, and terms for buying or selling equipment, inventory, or an entire business.

Before you sign, we read for the terms that cause trouble later, including automatic renewals, clauses that make an owner personally liable, payment terms, and what happens if one side does not perform. When you are buying or selling a business, we handle the transaction documents and work through the regulatory compliance questions that come up along the way.

Local Disputes and Practical Risk Reduction

In a small town, the other side of a business dispute is often someone you will see at the bank or the ballgame next week. A lawsuit is not always the right first move. We handle contract disputes and collections and debt recovery, and we start by looking at what the documents say and what outcome makes sense for the business.

When both sides are willing to talk, mediation can resolve a disagreement faster and more privately than court. The firm offers mediation services for business disputes. Good records, signed agreements, and clear payment terms are the practical steps that keep most disputes small.

Business Issues Tied to Real Estate or Estate Planning

Small business questions rarely stay in one box. Buying a building, leasing a storefront, or putting farm or commercial property into a company are real estate transactions as much as business ones. Our real estate and deed services cover that side of the work.

An owner's business is often the largest part of his or her estate. An operating agreement or partnership agreement can address what happens to an owner's interest if that owner dies or becomes unable to work, and that plan should line up with the owner's will. Our estate planning and probate page explains how we help families plan.

Kentucky Counties We Serve for Small Business Matters

We work with small businesses in twelve counties in Central and Northern Kentucky from our offices in Carlisle and Paris.

What to Bring to Your First Meeting

• Your articles of organization or incorporation, and any amendments.
• Any operating agreement, bylaws, or partnership agreement, signed or draft.
• Recent annual reports and any notices from the Secretary of State.
• The contracts, leases, or invoices involved in your question.
• Letters, emails, or texts with the other party, for a dispute or collection.
• A short list of the owners and who handles what in the business.

If you are just starting out, bring your proposed business name, the names of the owners, and a sense of how you plan to run the company.

Frequently Asked Questions for Kentucky Small Businesses

Talk With Us About Your Business

Twelve counties served. Offices in Carlisle and Paris.

Send us a message through the contact page or call to speak with our office about your business question.

Mediation services | Real estate and deeds | Estate planning and probate