Kentucky Office of the Secretary of State TREY GRAYSON ______________________________________________________________________________________________________________________________ Division of Corporations Business Filings PO Box 718 Frankfort, KY 40602 (502) 564-3490 www.sos.ky.gov Articles of Incorporation KPS Professional Service Corporation Pursuant to KRS 271B and KRS 274, the undersigned applies to qualify and for that purpose submits the following statements: Article I: The name of the corporation is_____________________________________________________________________. Article II: The number of shares the corporation is authorized to issue is ___________________________________________. Article III: The name and street address of the corporation’s initial registered agent and office in Kentucky is _____________________________________________________________________________________________________ Name Street Address (No Post Office Box Numbers) City State Zip Code Article IV: The mailing address of the corporation’s principal office is _____________________________________________________________________________________________________. Street Address or Post Office Box Number City State Zip Code Article V: The profession to be practiced through the professional service corporation is _______________________________. Article VI: The names and street addresses of the original shareholders of the professional service corporation are: _____________________________________________________________________________________________________ Name Street Address City State Zip Code _____________________________________________________________________________________________________ Name Street Address City State Zip Code _____________________________________________________________________________________________________ Name Street Address City State Zip Code Article VII: The name and street address of the incorporator is as follows: _____________________________________________________________________________________________________ Name Street Address or Post Office Box Number City State Zip Code _____________________________________________________________________________________________________ Name Street Address or Post Office Box Number City State Zip Code _____________________________________________________________________________________________________ Name Street Address or Post Office Box Number City State Zip Code Article VIII: Each of the incorporators, shareholders, not less than one half (1/2) of the directors and each of the officers other than secretary or treasurer is a qualified person within the meaning of this chapter. I/We declare under penalty of perjury under the laws of the state of Kentucky that the foregoing is true and correct. ______________________________________________________________________________________________________ Signature of Incorporator Printed Name & Title Date I, ______________________________________________________, consent to serve as the registered agent on behalf of the corporation. Print Name of Registered Agent _______________________________________________________________________________________________________________________________ Signature of Registered Agent Printed Name & Title Date (09/09) American LegalNet, Inc. www.FormsWorkFlow.com FILING INSTRUCTIONS ARTICLES OF INCORPORATION NAME The corporate name must contain the words “professional service corporation,” or the abbreviation “PSC.” A corporate name must be distinguishable upon the records of the Office of the Secretary of State from any other name on record with the Office of the Secretary of State. SHARES The articles of incorporation shall prescribe the classes of shares and the number of shares of each class the corporation is authorized to issue. If there is more than one class of shares, please do not use form, as articles must set forth a distinguishing designation for each class, and the preferences, limitations and relative rights. REGISTERED OFFICE AND REGISTERED AGENT The registered office of the business entity must be in Kentucky and maintain a street address (a PO Box is insufficient for the registered office address). In order to transact business in Kentucky, the registered agent shall be an individual resident of Kentucky, a Kentucky domestic corporation, a Kentucky domestic non-corporation, a Kentucky domestic limited liability company, a foreign corporation, a foreign non-corporation or a foreign limited liability company authorized to transact business in Kentucky. The registered agent is the individual or business designated to receive service of process in the event the business is party to a legal action. The company seeking formation shall not act as its own registered agent. CONSENT OF REGISTERED AGENT Unless the registered agent signs the certificate, the corporation must deliver with the certificate of authority, the registered agent’s consent to the appointment. The registered agent must give written consent to act as agent on behalf of the corporation. If the registered agent is a corporation an officer or the chairman of the board of directors must sign on behalf of the corporation. If the registered agent is a limited liability company and management of the company is vested in one or more managers, a manager must sign on behalf of the limited liability company. If management of the company is vested in its members, a member must sign. The person signing on behalf of the business entity acting as agent must designate the title or capacity in which he or she signs. PROFESSIONAL SERVICES Professional service means any type of personal service to the public, which requires as a condition precedent to the rendering of service the obtaining of license or other legal authorization. The personal services which come within the provisions of Chapter 274 are the personal services rendered by, but not limited to, certified public accounts, public accountants, chiropractors, osteopaths, physicians and surgeons, doctors of medicine, doctors of dentistry podiatrists, chiropodists, architects, veterinarians, optometrist and attorneys-at-law. REGULATING BOARD The regulating board is the governmental agency which is charged by law with the licensing and regulation of the practice of the profession which the professional service corporation is organized to render. PRINCIPAL OFFICE ADDRESS The principal office is the office (in or out of this state) so designated in writing with the Office of the Secretary of State where the principal executive offices of the corporation are located. DOCUMENT DELIVERY All documents will be sent to the return address on the outer envelope. If no address is found, the documents will be sent to the principal office. If the applicant wishes for correspondence from the Office of the Secretary of State to be sent to someone other than those above, a request must be submitted in writing affirming that request. All other communication and notification shall follow the process prescribed in Kentucky Revised Statute. ADDITIONAL ARTICLES OF INCORPORATION OR NEED TO MODIFY THE EXISTING FORM If this form does not comply with the articles of organization that you wish to file (ie: additional articles, signatures, etc.), please disregard this form and send a drafted executed copy of the articles of incorporation according to KRS 271B and KRS 274 to the address below. REQUIREMENTS FOR DOCUMENTS TO BE PROPERLY FILED The document must be signed by an incorporator. NUMBER OF COPIES When filing online with the FastTrack system, no copies are required. If filing via mail or in person, one exact or conformed copy of the documents with the filing fee must be submitted to the address below. To make a copy of the filing for delivery to the local county clerk’s office, visit www.sos.ky.gov and print a copy from the organization search tool. FILING FEE The filing fee for a business corporation is 1. Articles of Incorporation $40.00 2. Organization Tax Fee for 1,000 shares or less +$10.00 Total Filing Fee $50.00 KRS 136.060 requires every corporation to pay an organization tax based upon the number of shares authorized by the articles of incorporation. The minimum organization tax fee for one thousand (1,000) shares or less is $10.00. If the corporation is issuing more than 1,000 shares, please contact the Office of the Secretary of State for total filing fee due. Your check should be made payable to the "Kentucky State Treasurer." MAILING ADDRESS Trey Grayson Office of the Secretary of State P. O. Box 718 Frankfort, KY 40602-0718 OFFICE LOCATION Room 154, Capitol Building 700 Capital Avenue Frankfort, KY 40601 Hours of Operation: 8:00 AM-4:30 PM ET CONTACT INFORMATION AND NAME AVAILABILITY If you have any questions, need additional forms or wish to search for name availability, please feel free to visit our website at www.sos.ky.gov or call 502-5643490. FUTURE DOCUMENTATION REQUIREMENTS AND DEADLINES: The corporation must file an annual report with the Office of the Secretary of State between January 1 and June 30 of the year following the calendar year in which the corporation was formed. Subsequent annual reports must be filed with the Office of the Secretary of State between January 1 and June 30 of the following calendar years. A statement of change of the registered agent and/or registered office address or principal office address must be filed with the Office of the Secretary of State whenever a change has occurred involving any of the above categories. You may file your statement of change or annual report online at www.sos.ky.gov. American LegalNet, Inc. www.FormsWorkFlow.com