Kentucky Certificate of Authority / Withdrawal
Surrendering a Kentucky certificate of authority with Form WFE
Certificate of Withdrawal (Foreign Business Entity) is Form WFE, the way a foreign entity gives its Kentucky certificate back, and the fee is $40. The statute is plain that an authorized foreign entity may not withdraw from Kentucky until the certificate of withdrawal has been filed.
Form WFE at a glance
| Title | Certificate of Withdrawal (Foreign Business Entity) |
|---|---|
| Law | KRS 14A.9-060 |
| Fee | $40 |
| Statements | 6 |
| Effective | On filing |
| Edition | 7/25 |
What the entity says in the six statements
Statement by statement: the name; the place of formation; a street address for forwarded process, with a promise to report any change; a declaration that business has ended and authority is surrendered (or that the entity is an insurer with a Department of Insurance certificate); the end of the agent's authority, with the Secretary of State named for claims from the authorized period; and effectiveness on filing.
How the filing is received
Effect comes at the moment of filing, and Kentucky offers no way to delay it. For the state's records, the filing date is the date authority ended, which matters if a dispute later turns on whether the entity was still authorized. The state's acknowledgment arrives at the principal office address, so keep that address current until the final papers have come back.
What the entity gives up
The certificate itself, and with it the right to transact business in Kentucky. The registered agent's power to receive service ends, and the Secretary of State steps in for claims dating from the period of authority. After the withdrawal takes effect, service on the Secretary of State is service on the entity, and the office mails the process on to the address in item 3.
What Kentucky keeps
The record. The filing stays public, and the service address stays on file, which is why the withdrawal certificate is deemed amended whenever the entity files a change of mailing address. Withdrawing does not undo the entity's Kentucky contracts or its liabilities for Kentucky-era claims.
Settling matters first
Finish the Kentucky work, because item 4 says it is finished. Decide whether to file a report that falls inside the window anyway; ask us if you are unsure. A report for the year costs $15 and the withdrawal costs $40, so a company that files both pays the two amounts together. The clerk of the registered office's county receives a copy, as with the application.
Sending Form WFE
The fee is $40, paid by check payable to the Kentucky State Treasurer, and one exact or conformed copy goes to Michael Adams, Secretary of State, P.O. Box 718, Frankfort, KY 40602-0718. The clerk of the registered office's county also receives a copy, and the clerk bills $33 for a copy of 5 pages or fewer. The agent's authority to take service ends with the withdrawal, so tell the agent the date the filing takes effect.
Choosing the forwarding address
Statement 3 asks for a street address, with no post office box, to which the Secretary of State may forward process. The company also promises to report any change to it. That address is where Kentucky forwards process for claims from the authorized period, so pick one that stays staffed after the Kentucky work ends.
If the company comes back
An entity that withdraws and later works in Kentucky again files a new application and pays $90 again. The daily charge of $2 applies to any days worked here before the new certificate issues.
Withdrawal compared with simply stopping
An entity that merely stops filing annual reports does not withdraw. Its certificate remains until revoked, and revocation does not end the registered agent's authority. The cleanest exit is the certificate of withdrawal.
Why the service address deserves care
After withdrawal, a lawsuit arising from Kentucky-era business can still be started, and the Secretary of State will accept the papers and mail them to the address in statement 3. If that address is stale, the entity may learn of the case late. Choose a street address that someone will check for years, and file the change-of-address statement if it moves.
Who signs a withdrawal
Signing authority sits with an officer, board chairman, member, manager, partner or trustee, who signs a perjury declaration along with a printed name and date. Pick someone who can honestly say the Kentucky work is finished.
Withdrawing from Kentucky
Confirm the work is finished
Item 4 says there is no more Kentucky business.
Choose the service address
A street address, not a PO box.
Complete the six statements
And have an authorized person sign.
Pay
$40 by check.
Keep the stamped record
It shows when authority ended.
Withdrawal questions
How much is the withdrawal?
$40.
Can I withdraw and come back?
You would need a new certificate, since item 4 surrenders the authority.
Is Form WFE available on FastTrack?
We file Form WFE by mail, with a check for the fee.
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 WFE, certificate of withdrawal of a foreign business entity
- KRS 14A.9-060, withdrawal of a foreign entity
- KRS 14A.2-040, copies filed with the county clerk
- KRS 64.012, fees of county clerks
- KRS 14A.9-020, consequences of transacting business without authority
- KRS 14A.9-080, procedure for revocation
Ready for the certificate?
Tell us the entity type and the state that formed it, and we start the application.