The following list is meant as a guide for most foreign businesses operating in Kentucky. Additional requirements may exist depending on the nature of the business and the goals of the individual entrepreneur. This list is intended to provide an overview of the common issues and legal requirements to run a business but is no substitute for customized legal advice.
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Foreign businesses are subject to a variety of legal requirements when seeking to transact business in Kentucky. The following is a list of legal steps most foreign business entities must take while operating in Kentucky. It assumes the business is up and running in another state and does not include practical steps frequently required to maintain a business, focusing only on Kentucky legal requirements. For added usefulness, we indicate the degree to which a particular step is necessary for a foreign entity transacting business in Kentucky (sometimes necessary; frequently necessary; always necessary).
Task List
- Register a Business Name (frequently necessary)
- A foreign business entity intending to transact business in Kentucky may ensure availability of its existing business name in Kentucky and prevent use of that name by others by registering its business name. The registration lasts for up to a year and may be renewed for another full year.
- We offer this legal service. Please see our page on Foreign Business Name Registration for more information.
- Reserve a Business Name (sometimes necessary)
- “The name of any business entity must be distinguishable from other business entity names on file in the Office of the Secretary of State… A name may be reserved to ensure availability. An Application for Reserved Name is available from the Secretary of State to reserve a name prior to formation of a particular business.” Kentucky Secretary of State – Name Availability Search. By reserving a name, an entrepreneur ensures no one else may reserve or register the same or a very similar business name in Kentucky.
- We offer this legal service. Please see our page on Business Name Reservation for more information.
- Apply for Authority to Transact Business in Kentucky (always necessary)
- A foreign business entity may not transact business in Kentucky until it has obtained authority from the Kentucky Secretary of State. KRS 14A.9-010(1). A certificate of authority must be recorded with the County Clerk in the county of the business entity’s registered office. KRS 14A.2-040(1)(e).
- We offer this legal service. Please see our page on Authority to Transact Business in Kentucky for more information.
- Obtain an Assumed Business Name (sometimes necessary)
- An assumed business name, known in other states as a “trade name” or “doing business as” name (DBA) is required if the business conducts business under an assumed name or style other than its “real name” as defined in KRS 365.015(1). Additionally, every domestic business, including a sole proprietorship, must file a Certificate of Assumed Name or similar document with the County Clerk where the entity maintains its Registered Agent for service of process or its principal office.
- We offer this legal service. Please see our page on Assumed Business Name for more information.
- File Annual Report – Yearly (always necessary)
- “All corporations (profit, non-profit & professional service), limited liability companies (profit, non-profit & professional service), limited partnerships (filed under 2006 Act), limited liability limited partnerships (filed under the 2006 Act), and business trusts that are registered with the state, are required to file an annual report… All business entities required to file an annual report, receive an annual report postcard annually in January. Businesses have from January 1 through June 30 of that year to return the card to the Office of the Secretary of State.” Kentucky Secretary of State – Annual Reports. Both domestic and foreign business entities are required to file annual reports.
- It costs $15 to file each Annual Report. KRS 14A.2-060(2). The annual report will be mailed to the principal office address and then may be returned by mail to the Secretary of State. Alternatively, the Annual Report may be filed online.
- The Secretary of State may commence a proceeding to revoke the certificate of authority of a foreign entity if the foreign entity does not deliver its annual report on or before the due date. KRS 14A.9-070(1).
- Maintain Registered Agent (always necessary)
- A registered agent collects and maintains contact information for the business entity and forwards any service of process received on behalf of the business entity to the business itself. KRS 14A.4-050. “Selecting a registered agent is important because service of process on the registered agent is deemed to be service on the corporation regardless of whether the registered agent actually forwards the notice to the corporation.” Kentucky Secretary of State – Business Filings. Failure to maintain a registered agent in Kentucky for 60 days or more or failure to file changes of registered agent or registered office may result in revocation of the foreign business entity’s authority. KRS 14A.9-070(2)-(3).
- We offer this legal service. Please see our page on Authority to Transact Business in Kentucky for more information.
- File Changes to Registered Agent, Registered Office, and/or Principal Office (sometimes necessary)
- “Every corporation formed or doing business in Kentucky is required by law to maintain a registered agent and a registered office in Kentucky upon whom process (such as summons and subpoenas) may be served.” Kentucky Secretary of State – Business Filings. The business’s principal office address must be kept on file and updated in the Secretary of State’s records. If any of these designations are changed, such changes must be filed with the Secretary of State and with the County Clerk where the entity’s registered office is located.
- Every foreign entity qualified to transact business in Kentucky must continuously maintain a registered office and registered agent in Kentucky. KRS 14A.4-010(1). The Secretary of State may revoke the authority of a foreign business entity for failure to file such changes or failure to maintain a registered office or registered agent for 60 days. KRS 14A.9-070(2)-(3).
- We offer this legal service. Please see our page on Change of Registered Agent, Registered Office, or Principal Office for more information.
- Amend Authority Document (sometimes necessary)
- An additional filing will be required to amend the information in the Kentucky Secretary of State’s records if certain changes to the business entity are made. KRS 14A.9-040(1).
- We offer this legal service. Please see our page on Authority to Transact Business in Kentucky for more information.
- Renew Assumed Business Name – Every 5 years (sometimes necessary)
- “An assumed name shall be effective for a term of 5 years from the date of filing and may be renewed for successive terms upon filing a renewal certificate within 6 months prior to the expiration of the term, in the same manner of filing the original certificate…” KRS 365.015(4). The filing must be made with both the Kentucky Secretary of State and the County Clerk where the entity maintains its Registered Agent for service of process.
- We offer this legal service. Please see our page on Assumed Business Name for more information.
- Obtain a Certificate of Authorization (sometimes necessary)
- A certificate of authorization (AKA a foreign certificate of good standing) issued by the Kentucky Secretary of State “may be relied upon as conclusive evidence that a… foreign corporation or foreign limited liability company is authorized to transact business in this state.” Kentucky Secretary of State – Business Records. Assuming the business entity is in good standing, the certificate will state the entity’s real name, that the entity was authorized to transact business in Kentucky, that it has not been withdrawn, that all taxes and fees owed to Kentucky have been paid, that its most recent annual report has been filed, etc. KRS 14A.2-130(2). Anyone may request a certificate of authorization for a foreign business entity. KRS 14A.2-140(1).
- To obtain a certificate, type the business entity name into the Kentucky Secretary of State’s Business Organization Search. At the top under the “Certificates” menu click “Certificate of Existence / Authorization.” Enter your credit card information and click “Pay for Certificate” to have it instantly display online. The cost is $10. KRS 14A.2-060(1)(o).
- Obtain Certified Copies of Documents Filed with the Kentucky Secretary of State (sometimes necessary)
- The Kentucky Secretary of State provides certified copies of any document filed in its office. “A certificate attached to a copy of a document filed by the Secretary of State, bearing the Secretary of State’s signature and the seal of the state, is conclusive evidence that the original document is on file with the Secretary of State.” Kentucky Secretary of State – Business Records.
- The Secretary of State charge a $5 copy fee per document requested for the first 5 pages and $0.50 per page thereafter, plus $5 for the certification itself. KRS 14A.2-060(4). To request documents, complete and submit the official Request for Corporate Documents form.
- Withdraw from Transacting Business in Kentucky (sometimes necessary)
- A foreign entity may not withdraw from transacting business in Kentucky until a certificate of withdrawal is filed with the Secretary of State. KRS 14A.9-060(1). This document also must be recorded with the County Clerk in the county of the business entity’s registered office. KRS 14A.2-040(1)(g).
- We offer this legal service. Please see our page on Authority to Transact Business in Kentucky for more information.