Kentucky Certificate of Authority / Agent rules
The registered agent behind a Kentucky certificate of authority
An entity with a Kentucky certificate of authority needs a registered office and, alongside it, a registered agent located in Kentucky, with no gap. Changing either is a Form RAC filing at $10, and a resignation by the agent is free. The agent can be a Kentucky resident or an authorized business, based at the registered office, and cannot be the applicant. A gap of two months or more in either gives the state a ground to start revoking.
The agent rules at a glance
| Statutes | KRS 14A.4-010 through 14A.4-050 |
|---|---|
| Change form | RAC |
| Change fee | $10 |
| Resignation form | SRA, free of charge |
| Office | A Kentucky street address; PO box insufficient |
| Lapse that allows revocation | 60 days or longer |
The two kinds of agent the statute allows
First, a person who lives in Kentucky and works from the registered office address. Second, a business entity, domestic or foreign, qualified in Kentucky and based at that address. A registered agent company falls into the second group. Form FBE and Form RAC both instruct that the applicant itself cannot serve as agent.
Accepting the role
No appointment is effective until the agent signs the document that makes it, or delivers a written acceptance to the Secretary of State. A corporate agent signs through an officer or the chairman; an LLC agent through a manager or a member; and each states a title or capacity. The entity must also give its agent a contact person's name, business address and phone number. If it does not, the agent may resign.
The agent's statutory duties
The agent is the entity's agent for service of process, notice or demand. Its two duties are to forward whatever it receives and to maintain the communications contact on file.
Serving an entity with no agent
An entity with no agent, or an agent who cannot be found with reasonable diligence, can be served by registered or certified mail, return receipt requested, sent to the principal office. Service is complete at the first of three moments: the entity receives the mail, a signature is given on the return receipt for it, or 5 days after a correctly addressed postpaid mailing. The principal office address thus matters as much as the agent's.
Changing agent or office
A statement of change names the entity, gives the current and new registered office, names the present and replacement agents, with the replacement's written consent, and states that, once the change is made, the office and the agent's business will share a single street address. It takes effect when filed. The fee is $10. When an agent changes its own business address, it notifies each entity it serves and files the statement for each.
Resignation
To resign, the agent signs and files a statement, free of charge, which may also close the registered office. Of the two copies the Secretary of State sends out, one goes to the registered office and the other to the principal office. The appointment ends, and so does the office if the statement says so, when a successor is appointed or thirty-one days after filing, if that is sooner.
The sixty-day line
The Secretary of State may begin revoking a certificate if the entity is without a registered office or agent for sixty days or more. Because resignation takes effect within thirty-one days, an agent's departure can use up half that period before the entity notices. Arrange a successor before the departing agent files.
What to ask before choosing an agent
Ask whether the agent keeps staffed hours at the street office, how quickly it forwards papers, what it charges for each year of service, and what it charges to resign or move. Ask also who at the company it will contact and whether it will confirm receipt.
Replacing the registered agent
Find the successor
Someone living in Kentucky, or an authorized business, with a street office.
Obtain written consent
Signed on Form RAC or a separate sheet.
File Form RAC
$10.
Update the contact details
Give the new agent the communications contact.
Agent questions
Who can be my Kentucky registered agent?
A person who lives in Kentucky or a business authorized there, using the registered office as its address; the applicant itself is excluded.
How fast does a resignation take effect?
By the thirty-first day after filing at the latest, or earlier if a successor is appointed.
What does an agent resignation cost?
Nothing.
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
- Kentucky Form RAC, changing a registered agent or registered office
- KRS 14A.9-070, grounds for revocation
- KRS 14A.4-010, the duty to keep a registered office and agent
- KRS 14A.4-050, duties of a registered agent
- KRS 14A.4-040, serving process on the agent
- KRS 14A.4-020, changing the registered office or agent
- KRS 14A.4-030, how a registered agent resigns
- Kentucky Form SRA, when a registered agent resigns
Ready for the certificate?
Tell us the entity type and the state that formed it, and we start the application.