Kentucky Certificate of Authority / Delaware LLCs
A Kentucky certificate of authority for a Delaware LLC
For a Delaware LLC, a Kentucky certificate of authority is the $90 application plus $15 for the first annual report, alongside Delaware's own $400 yearly tax, for $505 over the first stretch. Kentucky wants no certificate from Delaware. The form instead has the signer vouch for the LLC's existence, and that vouching is only as good as the LLC's Delaware record.
Delaware and Kentucky in one view
| Item | Delaware | Kentucky |
|---|---|---|
| What it asks for | $400 yearly tax | $90 application, then $15 a year |
| When | By June 1 | Report in January 1 to June 30 |
| Late result | $200 penalty added | Revocation process, with 60 days to cure |
| Good standing certificate | $50 short form, not required in Kentucky | Not requested |
Why Delaware standing matters here
Whoever signs Form FBE for the LLC is vouching that it is validly in existence. An LLC with an unpaid Delaware tax finds other Delaware filings refused, and one that never pays can disappear from the register. If that describes your LLC, put it right before signing in Kentucky, or the statement will be wrong.
Do not buy the Delaware certificate for Kentucky
Delaware offers certificates at $50 and $175. Kentucky asks for neither, so buying one for this purpose wastes the fee. Buy one only for your own comfort or for a lender who asks for it.
Translating Delaware facts into the form
Item 2 is the Delaware name, ending included. Item 4 is Delaware. Item 5 is the Delaware formation date, with a blank duration unless the certificate of formation states a term. The principal office goes in item 6, and the Kentucky registered office and agent go in item 7. A Delaware LLC managed by managers lists them in item 8 and ticks item 12.
A Delaware tax paid late
Delaware adds $200 to a tax paid after June 1, and interest at 1.5 percent a month on top. For Kentucky purposes the bigger risk is that Delaware treats the LLC as no longer in good standing, and that Kentucky may revoke on an authenticated record of dissolution.
A Delaware rename
A Delaware LLC that renames itself at home must tell Kentucky, because the home-state name is one of the application items. The route is an amended certificate on Form FCA, costing $40, which lists the new home name under its change section. A change of managers alone does not need an amendment: the annual report is where managers are updated. The county clerk receives a copy of the amendment too.
Pitfalls specific to Delaware entities
Four slips to avoid. The Delaware registered agent's address gets copied into item 7 even though Kentucky needs a Kentucky street office. The Delaware tax is paid after the Kentucky form is signed, so the certification is untrue on the day it is made. The principal office is left as the Delaware agent's address, so Kentucky's mail, including any notice of revocation, goes to a place nobody at the company reads. And item 12 is left unticked on an LLC that managers run.
The year in quarters
| Quarter | Delaware | Kentucky |
|---|---|---|
| January to March | Plan the tax payment | Annual report window open; file early |
| April to June | Tax due June 1 | Window closes June 30 |
| July to September | Nothing due | Nothing due |
| October to December | Nothing due | Gather the managers list for the next window |
The first-year total
$90 for the Kentucky certificate, $400 for Delaware and $15 for the first Kentucky report come to $505. The county clerk's copy adds $33 if it runs five pages or fewer.
Parents and subsidiaries
Owning a Kentucky subsidiary does not by itself make a Delaware parent apply for a certificate, since the list of excluded activities is about what the entity itself does. The parent applies when its own work in Kentucky goes beyond those activities. The subsidiary, if formed in Kentucky, has no foreign certificate to obtain.
Example: a Delaware LLC with a Lexington office
A Delaware LLC leases a small office in Lexington for two engineers. It settles its Delaware tax, asks a Lexington firm to be agent and gets its acceptance, and has its manager sign Form FBE. The certificate is on the state's records after filing. The LLC prints the clerk copy, then waits for the next January to file its first Kentucky report.
Applying for a Kentucky certificate from Delaware
Pay Delaware first
The $400 tax is due June 1.
Find a Kentucky agent
A street office and written acceptance.
Complete Form FBE
Delaware name, formation date and managers.
File
$90.
Calendar both deadlines
Kentucky reports early in the year; Delaware pays by June 1.
Delaware certificate questions
Does a Delaware LLC need a Delaware certificate for Kentucky?
No. Kentucky asks for none.
Can one agent serve me in both states?
Only if it is qualified in both and keeps a Kentucky street office.
Does the Kentucky certificate alter my Delaware tax?
No. The $400 Delaware tax stays due June 1.
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
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
- Delaware Division of Corporations, LLC/LP/GP annual tax
- KRS 14A.9-080, procedure for revocation
- Delaware Division of Corporations fee schedule (PDF)
- Division of Corporations, certificates of status and entity status online
- KRS 14A.9-030, application for a certificate of authority
- Delaware Code Title 6, chapter 18, subchapter XI (fees and annual tax)
- Division of Corporations, pay taxes and file annual reports
- KRS 14A.9-070, grounds for revocation
- Kentucky Form FCA, amended certificate of authority
- KRS 64.012, fees of county clerks
Ready for the certificate?
Tell us the entity type and the state that formed it, and we start the application.