Kentucky certificate of authority
The Kentucky certificate of authority: what it is, who needs one and how to get it
A Kentucky certificate of authority costs $90 for every entity type. We prepare Form FBE, collect the agent's consent and file it.
The certificate of authority is the paper through which an entity formed outside Kentucky gains permission to transact business in the Commonwealth. The Secretary of State grants it on Form FBE, the Certificate of Authority (Foreign Business Entity), and the filing fee is $90 whatever the entity. Preparing and filing the application is our job, and it costs $199.
Your order includes
One document for every type
LLCs, corporations, nonprofits, limited partnerships and trusts all apply on the same form for $90.
Nothing to buy at home
Kentucky wants a certification on the form, so no certificate of good standing has to be ordered.
A street-office agent
We can serve as your Kentucky registered agent; otherwise tell us who does.
The consent, handled
The agent must agree in writing. We collect the signature and attach it.
The report window, noted
The first annual report falls between January 1 to June 30 of the following year.
Questions answered
Send us your entity type and a preparer will answer by email.
What you receive
- Filed certificateKentucky's record that the entity may transact business.
- Agent recordOur name, or the agent you use, as the state files it.
- Consent copyThe agent's signed acceptance, kept with your papers.
- Report windowThe year your first annual report falls due.
- One certificate for every entity
- We complete Form FBE
- Agent available in Kentucky
Getting the certificate
Confirm the entity type
Match it to one of the boxes on item 1, or to the partnership routes above.
Collect the details
Exact home name, formation date, principal office, representatives, and any Kentucky name needed.
Obtain the agent's consent
Use ours or name your own; either signs a written acceptance.
We complete and file Form FBE
Thirteen statements, signed by an authorized person, with $90 to Kentucky.
Receive the certificate record
The filing is effective once accepted, and the state posts a stamped card to the principal office.
The certificate in eight lines
| Document | Certificate of Authority (Foreign Business Entity) |
|---|---|
| Number | Form FBE |
| Issued by | Kentucky Secretary of State, Division of Business Filings |
| Fee | $90 regardless of entity type |
| Paper from home | None needed; a certification sits on the form |
| Needed before | Transacting business in Kentucky |
| Kept by | An annual report, $15, and a registered agent at a street office |
| Lost by | Revocation, after notice and a sixty-day period to cure |
Which route each entity takes
| Entity | Route in Kentucky | State fee |
|---|---|---|
| LLC, professional LLC | Certificate of authority, Form FBE | $90 |
| Profit corporation, professional service corporation | Certificate of authority, Form FBE | $90 |
| Nonprofit corporation | Certificate of authority, Form FBE | $90 |
| Limited partnership | Certificate of authority, Form FBE, with an LLLP box | $90 |
| Limited liability partnership | Statement of foreign qualification instead | $90 |
| General partnership | Generally outside the section, except to qualify for a state contract | Quoted when you order |
Form FBE offers 11 boxes for the entity type, including statutory trust and limited cooperative association. The guide takes each route in turn.
What a certificate of authority actually is
KRS 14A.9-050 explains the effect: the certificate lets the foreign entity transact business in Kentucky, while leaving the Commonwealth free to revoke it. A holder is placed level with a Kentucky entity of comparable character, with the identical obligations and exposure. The entity's organization and internal affairs remain a matter for its home law.
Why a certificate is worth having
Three concrete things depend on holding it. Courts come first: a Kentucky court will not entertain a case the unauthorized entity starts. Money comes second: $2 accrues for every day of unauthorized business. Public work comes third: state awards under the procurement chapters are out of reach. The page on who needs a certificate looks at each.
What Kentucky charges the certificate holder
| Filing | Fee |
|---|---|
| Application for the certificate | $90 |
| Each annual report | $15 |
| New registered agent or office | $10 |
| New principal office address | $10 |
| Amendment of the certificate | $40 |
| Withdrawal from Kentucky | $40 |
The cost page adds the county clerk's copy fee and some worked totals.
No home-state certificate needed
The word certificate invites confusion with the certificate of good standing that other states ask for. Kentucky asks for none. On Form FBE, item 10 is where the signer certifies, in the signer's own name, that the entity is lawfully in being under its home state's or country's law. Putting a signature on the form is treated as making that certification. The certificate Kentucky issues is therefore the only paper in the transaction.
The registered agent behind the certificate
The certificate only works while the entity keeps a registered office and agent in Kentucky. A person living in the state, or an authorized business, can be the agent, so long as the agent's address is the registered office; the entity cannot appoint itself. Its written consent is part of the application. The agent page covers changes, resignation and what happens without one.
Keeping the certificate valid
Two habits do it. Deliver the annual report inside the January 1 to June 30 window each year, and keep a registered office and agent in place without a gap of sixty days. The state may begin revocation if a report is late, if the agent gap reaches sixty days, or on three other grounds, and the entity has sixty days after notice to cure. Read the revocation page and the annual report page.
Leaving Kentucky
An entity that has finished in Kentucky surrenders the certificate by filing a certificate of withdrawal, $40. It cannot withdraw any other way. The Form WFE page has the six statements.
The certificate and the filings that surround it
| Filing | What it does | Fee |
|---|---|---|
| Application, Form FBE | Creates the authority to transact business | $90 |
| Annual report | Keeps the record current and the certificate alive | $15 |
| Amended certificate, Form FCA | Records a change to the name, jurisdiction, duration, form of organization or management type | $40 |
| Statement of change, Form RAC | Replaces the registered agent or moves the registered office | $10 |
| Statement of change, Form POC | Moves the principal office mailing address | $10 |
| Certificate of withdrawal, Form WFE | Surrenders the authority | $40 |
Each of these is covered on a page of its own, and the amended certificate triggers are in the guide.
What the certificate does not do
It does not make the entity a Kentucky company: the entity keeps its home identity and its home law governs its internal affairs. It does not settle Kentucky tax, which the statute keeps separate from the registration question. And it does not displace professional regulation, since the statute leaves a professional regulatory board free to regulate how professional services are rendered in Kentucky through a foreign entity. A foreign law practice, medical group or engineering firm should check its licensing board as well as the Secretary of State.
Professional entities
Form FBE has separate boxes for a professional LLC and a professional service corporation. The second also completes item 9, in which the corporation represents that its shareholders, at least half its directors, and all officers other than the secretary and treasurer are qualified persons. The application fee does not change: $90 for every type.
Your first year, in order
The certificate takes effect on the date and time of filing. A stamped postcard is mailed to the principal office, and the entity shows up in the Secretary of State's search. The clerk copy comes next, printed from that search and taken to the clerk of the registered office's county, at $33 for five pages or fewer. The annual report window then opens on January 1 of the next calendar year and closes June 30, with a $15 fee.
Entities that need no certificate
A general partnership formed elsewhere is mostly outside the registration rule; it applies only to qualify for a state contract. Insurers licensed through the Department of Insurance are exempt, both from the rule and from the contract requirement. An LLP takes the statement-of-foreign-qualification route. Every other entity that transacts business in Kentucky applies for the certificate.
What the first year costs
The certificate is $90 and the first annual report adds $15, so Kentucky's own charges reach $105. The county clerk bills $33 for a copy of 5 pages or fewer, so the first year comes to $138 before our fee and any commercial agent. Replacing the Kentucky agent or office costs $10, and a principal office move costs $10 too. A later withdrawal is $40, paid when the company leaves Kentucky.
Do you want help?
One form is all it takes, and the self-application page describes the online route. We contribute the agent's consent, a check of the thirteen statements and a note of the report window, for $199 plus the state fee.
Registered agent: first year included, then $149 a year
$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Our fee and the state's
Get my Kentucky certificate
+ $90 Kentucky fee
Our fee and Kentucky's $90 appear as separate lines at checkout. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
$199
Kentucky Certificate of Authority
- The Certificate of Authority (Foreign Business Entity) (Form FBE), completed from your answers
- The registered agent's written consent, gathered and attached
- A Kentucky registered agent and street office: ours, or the ones you already have
- The application submitted, the filed certificate returned to you, and your annual report window noted
- Renewal: after the first year, the agent service renews at $149 a year
Certificate of authority questions
What is a Kentucky certificate of authority?
The document the Secretary of State grants to a foreign entity so that it may transact business in Kentucky.
Is a certificate of good standing required?
No. The signer certifies existence at home in item 10 of the form.
What does a limited liability partnership file?
Its own statement of foreign qualification, not this certificate.
When is the annual report due?
Between January 1 to June 30, starting the calendar year after the certificate issues.
How much does it cost?
$90 to Kentucky whatever the entity, plus $199.
Does an LLC and a corporation use the same form?
Yes, Form FBE, with a different box ticked on item 1.
How long does the certificate last?
It lasts until revoked or until the entity withdraws, provided the annual report is filed and an agent is kept.
May the entity appoint itself as agent?
No, the filing instructions rule that out.
Sources
- Kentucky Secretary of State, business filing fees
- Kentucky FastTrack, apply for a certificate of authority
- KRS 14A.6-010, annual report
- Kentucky Secretary of State, annual reports
- Kentucky Form FBE, certificate of authority for a foreign business entity
- KRS 14A.9-030, application for a certificate of authority
- KRS 14A.9-050, effect of a certificate of authority
- KRS 14A.9-020, consequences of transacting business without authority
- KRS 14A.9-010, authority to transact business required
- Kentucky Form RAC, changing a registered agent or registered office
- Kentucky Form POC, moving a principal office address
- Kentucky Form FCA, amended certificate of authority
- Kentucky Form WFE, certificate of withdrawal of a foreign business entity
- KRS 14A.4-010, the duty to keep a registered office and agent
- KRS 14A.9-070, grounds for revocation
- KRS 14A.9-060, withdrawal of a foreign entity
- KRS 64.012, fees of county clerks
- KRS 14A.2-040, copies filed with the county clerk
Ready for the certificate?
Tell us the entity type and the state that formed it, and we start the application.