How to obtain a Kentucky certificate of authority, entity type by entity type

KRS 14A.9-030 lists what every application sets out: the entity's real name, plus a replacement name should the real one be unavailable here; the jurisdiction that formed it; its form of organization; its date of organization; its duration or a statement that it is perpetual; the street address of its principal office; the address of its registered office in Kentucky with the registered agent's name; the representatives who run it, by entity type; for a limited partnership, whether it is a limited liability limited partnership; and for a professional service corporation, a representation about who owns and runs it. Every route below fills in those ten.

A foreign LLC ticks limited liability company, or professional limited liability company or non-profit LLC where those fit. It enters the home name, the formation date and perpetual duration unless the home filing states a term. Item 8 lists its managers if it has them; a member-managed LLC lists no members and ticks nothing on item 12. The fee is $90. The Form FBE page walks each statement.

A foreign nonprofit corporation ticks nonprofit corporation, and pays $90, the same as every other type. Officers and directors go in item 8. Nothing in the form asks for tax-exempt status, so a nonprofit files no exemption letter with the application.

A foreign business trust, statutory trust or limited cooperative association ticks its own box. A trust lists its trustees in item 8, a cooperative its officers and directors. The fee list names the foreign business trust application separately and prices it at $90, like the rest.

The registration rule does not apply to foreign general partnerships, with one exception. A general partnership that wants to qualify for a state contract may apply for a certificate, listing each partner's name and business address with the other items. Otherwise it stays outside the system.

The name in item 2 must be identical to the one on the home record, and it must carry an ending that satisfies the Kentucky name statute, KRS 14A.3-010. If the home name cannot be used in Kentucky, item 3 takes a different Kentucky name. Holding a name aside for 120 days is $15 and registering one is $36, though most entities buy neither.

An officer, chairman of the board, member, manager, trustee or partner signs. Signing the application is itself a representation: the signer vouches that the entity is in valid existence under the law that formed it. Nothing from home stands behind the claim, so reading the home record first is the sensible precaution.

Three duties follow the certificate. First, the annual report, delivered in the January 1 to June 30 window beginning the calendar year after authorization. Second, a continuous registered office and agent, with the state told of any change. Third, an amended certificate for $40 when an application item changes. Moves of the principal office or of the agent and office use cheaper statements, covered on the agent page.

Say a Tennessee nonprofit corporation runs a summer camp program on leased land near Bowling Green. It ticks nonprofit corporation, lists its directors in item 8, and chooses a Bowling Green firm as agent. The firm signs the acceptance. An officer signs the application, the corporation pays $90 through FastTrack, and the clerk copy follows. The first annual report belongs to the following calendar year, inside the usual six-month window.

Keep the signed application, the agent's acceptance, the stamped record, the clerk's receipt and a copy of every annual report. Add a note of the dates on which the annual report window opens and closes. These papers answer most of what a bank, a landlord or a state agency asks when it wants proof that the entity is authorized here. If the agent changes later, the statement of change costs $10, so file it and add it to the same folder.

The principal office is the one the entity designates in writing with the Secretary of State. It may be in or outside Kentucky, and it is where all state correspondence goes, including any notice of a ground for revocation. A move is reported on a statement of change, Form POC, for $10, as KRS 14A.5-010 requires. Treat it as the address that matters most after the registered office.

Kentucky makes the agent's consent a condition of the appointment. Either the agent signs the application itself or a written acceptance is delivered alongside it. For a corporate agent an officer or board chair signs; for an LLC agent with managers a manager signs, and for one without managers a member does. Every signer states a title or capacity. Collect the acceptance before you file, since the application is incomplete without it.

Four of the documents that touch a certificate also reach the county clerk: the application, an amendment, a withdrawal, and a change of registered office or agent. The clerk's fee under KRS 64.012 is $33 for each copy of 5 pages or fewer, so a lifecycle of application, one amendment and a withdrawal produces three clerk fees. Annual reports do not go to the clerk.