How to Form a Foreign Limited Liability Company in Kentucky – Kentucky Certificate of Authority (Foreign Business Entity)

The Kentucky Certificate of Authority (Foreign Business Entity) is required by the Kentucky Secretary of State of all foreign entities wishing to operate in this state. If a Limited Liability Company (of any sort) that has formed in a jurisdiction other than the State of Kentucky wishes to operate as a Limited Liability Company (of any sort) in the State of Kentucky then it must complete and submit this form to the Kentucky Secretary of State for approval before operating in this state. This will provide the Kentucky Secretary of State with the basic information necessary to qualify the foreign entity to conduct business in the State of Kentucky as a Limited Liability Company.

The Filing Fee for the Kentucky Certificate of Authority (Foreign Business Entity) is $90.00. This may be paid for with a check made out to “Kentucky State Treasurer,” when filing by mail or with a credit card when filing online. If the Kentucky Certificate of Authority (Foreign Business Entity) is being filed by mail, then it must be filed in duplicate. Regardless of the method of filing this form must be accompanied by an original Certificate of Existence obtained from the governing body of the foreign Limited Liability Company’s parent jurisdiction.

How To File Online

Step 1 – Log in to your KY Onestop Account by entering your UserName and Password then selecting “Sign In” on this page: Kentucky OneStop Business Portal.

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Step 2 – This page is your Dashboard. Above the status tables available will be a row of icon buttons. Select the one that is labeled “Register My Business.”

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Step 3 – These instructions concern themselves purely with the requirements of the Kentucky Secretary of State when submitting an online Kentucky Certificate of Authority. Select the banner button on the left labeled “Business Registration.”

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Step 4 – Indicate this is an out of state entity’s registration by selecting the radio button labeled “An out-of state-business that is now transacting business in Kentucky,” then selecting the appropriate Limited Liability Company type from the drop down list below. For our purposes select “Limited Liability Company.” When you are ready click on the button labeled “Next.”

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Step 5 – Read the Disclaimer on this page then place a mark in the check box (by clicking it). When you have done this, select the button labeled “Next.”

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Step 6 – Next, you must report the Full Name (First Name, Middle Name, Last Name) and the Contact Information (Email, Phone Number) of the Registration Contact on this page. The Registration Contact is the party the Kentucky Secretary of State may contact regarding the online Certificate of Authority presently being filled out. When you have entered this information in the fields provided, select the button labeled “Add Registration Contact.”

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Step 7 – This page will give you the opportunity to Confirm you are a foreign Limited Liability Company submitting an online Kentucky Certificate of Authority application. If this is the case select the button labeled “Next.” Otherwise, you may cancel this registration process at any time by selecting the red “Cancel this registration” button. Select “Next when you are ready to proceed.

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Step 8 – Next you will need to define the Name of the foreign Limited Liability Company seeking a Kentucky Certificate of Authority. In the text field labeled “Current Out-of-State Business Name” enter the Full Name of the Limited Liability Company precisely as it appears on the Certificate of Existence being uploaded with this form. If it is available the page will declare this in a bold green font. If not, the page will let you know using a crimson bold font and several fields will be generated. You will need to enter the Assumed Business Name the foreign Limited Liability Company will use in the State of Kentucky in the field labeled “Business Name” then select the business suffix used. Perform this search until you find a unique Name. Once you have either verified the original True Name is available or have found an available Name, the page will ask if this is the Name you would like to use. Select “Yes,” read the generated text then select the button labeled “Next.”

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Step 9 – The next page, “Add a Registered Agent,” requires the Identity of the Kentucky Registered Agent along with his or her Contact Information and Address. First, you must use the drop down list beside the words “Is the registered agent representing the company as an individual or business” to select either “Individual” or “Business.” For our purposes, select “Individual.” This will generate several fields in the lower portion of the screen. In the left column of these fields, report the individual or entity any documentation delivered here should be addressed to in the “ATTN” field. Below this, use the drop down list to select the Country where the Kentucky Registered Agent is located. In the “Zip/Postal Code” field, report the Zip Code where the Kentucky Registered Agent is located. This will auto populate the City, State, and County fields with information corresponding to the Zip Code entered. You must, then, enter the Building Number, Street, and Unit Number where the Kentucky Registered Agent is located. In the column on the right, use the “First Name,” “Middle Name,” and “Last Name” fields to report the Kentucky Registered Agent’s Name. Enter the Kentucky Registered Agent’s Email Address and Daytime Phone Number in the text fields labeled “Email” and “Phone Number” respectively. When you are ready, select the button labeled “Add Registered Agent.”

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Step 10 –  The “Principal Office Address” screen requires the complete Address of the applying foreign Limited Liability Company’s main or executive office. This will be the Address the Kentucky Secretary of State will send all its official notices regarding this entity and other relevant correspondence. If you have already entered the Principal Office Address in another area of this online form, you may auto populate the fields present with the appropriate information by selecting the first check box on the page, then choosing the appropriate Address from the first drop down list on this page. If you must enter this information, then begin by entering the Name of the party who the Kentucky Secretary of State should Address when sending correspondence to this entity. Below this, select the Country where the Principal Office is located from the drop down list provided hen enter the Zip Code of this location in the “Zip/Postal Code” field. This will auto populate the “City,” “State…,” and “County” fields. Make sure to enter an up to date Street Address using the “Address Line 1” and “Address Line 2…” fields. When you are ready, select “Next.”

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Step 11 –  The “Business Information” page will first require you to define the management of the foreign Limited Liability Company. Select the radio button labeled “Members” if the foreign Limited Liability is managed by Members. If the foreign Limited Liability Company is Manager-managed then select the second radio button.

Step 12 – Next to the words “Is the business Entity within USA,” select the radio button labeled “Yes” if the foreign Limited Liability Company was organized and operates in the United States. If it was formed and operates outside the United States, then select “No.” For our purposes, select “Yes.” This will generate a drop down list where you may select the State the foreign Limited Liability Company was formed and operates in. (If the foreign Limited Liability Company is outside of the United States, a drop down list for countries will appear).

Step 12 – In the field labeled “Date of Organization,” report the Date the foreign Limited Liability Company was recognized as such in its jurisdiction.

Step 13 – If this foreign Limited Liability Company intends to dissolve, then enter the Dissolution Date in the field labeled “Period of Duration Date.” If this is left blank it will be assumed the foreign Limited Liability Company intends to operate indefinitely. When you have entered all this information, select the button labeled “Save” then select the button labeled “Next.”

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Step 14 – Next, you will need to enter the information of an Authorized Representative of the foreign Limited Liability Company. This is the individual who has explicit permission from the foreign Limited Liability Company to submit the information on this form. Indicate if the Authorized Representative is an Individual or a Business Entity utilizing the drop down list provided (following the words “Are you representing the company as an individual or business”). Then make sure the drop down list below this has the choice “Authorized Representative” selected.

Step 15 – You may auto populate the fields on this page with a previous entry by selecting the first check box then choosing the party information. If this is not the case, then report the Address utilizing the fields labeled “Attn,” “Country,” “Zip/Postal Code,” “Address Line 1,” “Address Line 2,” “City,” “State…,” and “County” to report the complete Address of the Authorized Representative. On the right, use the “First Name,” “Middle Name…,” “Last Name,” “Email,” and “Phone Number” fields to report the Full Name and Contact Information of the foreign Limited Liability Company’s Authorized Representative. When you are ready, select the button labeled “Add Authorized Representative.”

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Step 16 – You may choose to delay the Effective Date of a successful filing. If you wish the Effect of successfully filing this document to be at a time later than the Filing Date, then choose the radio button labeled “Yes,” then enter both the Date and Time when you wish the Effect of this form to take place in the fields provided. If you wish the Date of Effect to be the Filing Date then select the radio button labeled “No.” When you are ready to proceed, select the button labeled “Next.”

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Step 17 – Next you will need to select a Kentucky OneStop Business Administrator who may use the system. You may Name yourself by placing a check mark in the check box available, you may add a separate entity by selecting the button labeled “Add another Business Representative,” or both. All Kentucky OneStop Business Administrators must have their First Name, Last Name, and Email Address in the appropriate fields. If entering this information, you will need to type in the Email twice, first in the box labeled “Email” then, in the box labeled “Confirm Email.” When you are ready, select the button labeled “Next.”

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Step 18 – This page will require the Electronic Signature of Authorized Representative submitting this form on behalf of the foreign Limited Liability Company and the Kentucky Registered Agent who has agreed to receive Service of Process on behalf of the foreign Limited Liability Company. In the drop down list, provided in the first sentence, select the Name of the Authorized Representative submitting this form. The foreign Limited Liability Company Authorized Representative must type in his or her Name in the field labeled “Signature” below the first paragraph. The Date of this Electronic Signature must be reported in the field to the right (labeled “Date”). The second paragraph will name the Kentucky Registered Agent and require this party to type in his or her Name in the text field labeled “Signature. Following the the Kentucky Registered Agent must enter the Date he or she has provided the required Signature. When this is done select “Next.”

Step 19 – The browser will be directed to an area where you may review your work and upload a Certificate of Existence, then to an area where you may pay the $90.00 Filing Fee by entering your credit card information or prepaid account information.

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Step 20 – You will need to follow up on this paperwork once it is approved. Make sure the newly formed Limited Liability Company is compliant with the Kentucky County it operates in and such entities as the Kentucky Department of Revenue. It should be noted that every Limited Liability Company in Kentucky must respond to the Annual Report Post Card sent to the foreign Limited Liability Company’s Principal Office Address by filing an Annual Report. this may be done by filing the materials sent or online in the Kentucky OneStop site. Annual Reports are due beginning the year after successfully registering with the Kentucky Secretary of State, every year, between Jan 1 and June 1.

 

How To File

Download Form

Step 1 – Download the Kentucky Certificate of Authority (Foreign Business Entity) by selecting the “Download Form” link above and save it to your computer. This is a PDF file which may be edited with a form friendly browser or with a PDF program. If you do not have such software, you may print this form then fill it out with a typewriter. Keep in mind you must submit one original and one exact copy.

Step 2 – In Item 1, place a mark either in the box labeled “limited liability company (KRS 275) or in the box labeled “professional limited liability company (KRS 275).”

Step 3 – In Item 2, report the Full Name of the applying foreign Limited Liability Company on the blank space provided. This must be reported precisely as it appears on the record books with the governing authority of the jurisdiction the applying foreign Limited Liability Company was formed in.

Step 4 – If the applying foreign Limited Liability Company is unavailable for use, in the State of Kentucky, by the applying foreign entity, then it must operate under an Assumed Name. In such a case, the Assumed Name must be reported in Item 2 on the blank line provided.

Step 5 – The Jurisdiction where the applying foreign Limited Liability Company is organized must be reported on the blank line in Item 3.

Step 6 – In Item 5, report the exact Date of Organization the applying foreign Limited Liability Company gained its business status from the jurisdiction it was organized in on the first blank space available. If the applying foreign Limited Liability Company intends to dissolve within a certain amount of time, then report this amount of time on the second blank space in Item 5. If the second blank space in Item 5 is left blank, the lifespan of the applying foreign Limited Liability Company will be considered perpetual or indefinite.

Step 7 – In Item 6, you must report the Full Mailing Address of the applying foreign Limited Liability Company’s Principal Office. Use the segmented portions of the line to report the Mailing Address (Street Address, City, State, and Zip Code).

Step 8 – In Item 7, enter the Full Street Address of the Registered Office location on the first blank line. This will be where the Kentucky Registered Agent is found. You may not enter a P.O. Box and the Address reported here must be a physical location in the State of Kentucky. On the next line, in Item 7, enter the Full Name of the Kentucky Registered Agent.

Step 9 – In Item 8, report the Full Name and Complete Address of the applying foreign Limited Liability Company’s representatives (Members, Managers, Directors, etc.). Enter the Name on the first blank space of a line, the Building Number/Street/Unit Number on the second blank space of a line, the City on the third blank space of a line, the State on the fourth blank space of a line, and the Zip Code on the last blank space of a line. Each party must have their own separate entry.

Step 10 – Locate Item 12. If the applying foreign Limited Liability Company is managed by Managers, place a mark in the check box provided. If not, leave this box blank.

Step 11 – Locate Item 13. This will give the option of delaying the Date of Effect for a successful filing. If left blank, the Date of Effect will take place on the Filing Date. If you wish the Date of Effect to be at a future time, then you may name any Date between the Filing Date and Ninety Days past the Filing Date on the blank line provided.

Step 12 – On the line labeled “Signature of Authorized Representative,” the individual who has been given specific permission from the applying foreign Limited Liability Company to submit this application must Sign his or her Name. On the next line, “Printed Name & Title,” the Signature Party must Print his or her Name and specify the capacity or position they have with the applying foreign Limited Liability Company

Step 13 – Next, locate the blank space labeled “Type/Print Name of Registered Agent.” Here, you must Type or Print the Full Name of the Kentucky Registered Agent named in Item 7. Below this, the Kentucky Registered Agent must Sign his or her Name, then Print his or her Name and Title. Finally, a Date of the Signature must be provided by the Kentucky Registered Agent signing this document.

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Step 14 – You may now submit the Kentucky Application for Certificate of Authority for a Foreign Business Entity to the Kentucky Secretary of State. This package must contain one original and one copy, all the required paperwork for the entity for register appropriately, and a check (payable to “Kentucky State Treasurer”) for $90.00. This is the Application/Filing Fee for this submission and must be remitted in order for the Kentucky Application for Certificate of Authority for a Foreign Business Entity to be processed.

Mail To:

Alison Lundergan Grimes
Office of the Secretary of State
P.O. Box 718
Frankfort, KY 40602-0718

Deliver To:

Room 154 Capitol Building
700 Capital Avenue
Frankfort, KY 40601

Step 15 – Filing the Kentucky Application for Certificate of Authority for a Foreign Entity will satisfy the requirements of the Kentucky Secretary of State but it will not fulfill all requirements for registering a Limited Liability Company in the State of Kentucky. You will also need to obtain a copy of the filed Certificate (visit www.sos.ky.gov) to submit it to the local country clerk. The foreign Limited Liability Company will also need to file an Annual Report every year between Jan 1 and June 1 starting with the year after formation. Make sure you have entered the Mailing Address portion of this application correctly as the Annual Report postcard will be mailed there. You may also file this report online. Finally, contact the Kentucky Department of Revenue for tax information so the foreign Limited Liability Company remains in compliance.