General Information
Every domestic and foreign business entity transacting business in Kentucky must maintain a registered agent for service of process, a current registered office address, and a current principal office address. These designations are made initially through the business formation document, but if any designations are changed, such changes must be filed with the Secretary of State.
A registered agent is the business’s agent for service of process. Service of process is the procedure of giving notice of a pending legal action, usually done through a summons or a subpoena, but may also include governmental communications including tax notices. A registered office is the registered agent’s own business office. A principal office is the business’s principal place of business.
Purpose/Necessity
Change of Registered Agent and/or Change of Registered Office
A domestic or foreign business entity that changes its registered agent and/or the address of its registered office must file a statement of change of its registered agent and registered office address with the Secretary of State. KRS 14A.4-020(1). This requirement does NOT apply to General Partnerships or Limited Partnerships. KRS 14A.4-010(4)-(5). Failure to notify the Secretary of State of a change or lack of a registered agent may result in administrative dissolution of the business entity. KRS 14A.7-010(1). A statement of change of registered agent and registered office address must be recorded with the County Clerk in the county of the business entity’s registered office. KRS 14A.2-040(1)(j).
Resignation of Registered Agent
A registered agent seeking to resign the appointment must file a statement of resignation with the Secretary of State. KRS 14A.4-030(1). The appointment continues until the registered agent is changed to another person or such statement of resignation is filed. KRS 14A.4-030(3). Failure to notify the Secretary of State of a resignation or lack of a registered agent may result in administrative dissolution of the business entity. KRS 14A.4-030(1).
Change of Principal Office
A domestic or foreign business entity that changes the address of its principal office must file a statement of change of its principal office with the Secretary of State. KRS 14A.5-010(1). This requirement also applies to Limited Liability Partnerships, General Partnerships, and Limited Partnerships. KRS 14A.5-010(2)-(3). A statement of change of principal office address must be recorded with the County Clerk in the county of the business entity’s registered office. KRS 14A.2-040(1)(i).
Frequently Asked Questions
- Does the document changing the registered agent, registered office, or principal office have to be recorded?
- According to state law, the recording process is mandatory. KRS 14A.2-040. To stay in compliance with the law, the business should make the appropriate recording soon after the amendment is accepted by the Secretary of State’s office.
- May the registered office and principal office be the same place?
- Yes. A registered office address may be the same as the principal office address. KRS 14A.4-010(1)(a). In this case, both would have to be in Kentucky.
- May a principal office or a registered office be located outside of Kentucky?
- A principal office may be located outside of Kentucky. However, a registered office MUST be located within Kentucky. KRS 14A.4-010(1).
- May a post office box be used as a principal office address or a registered office address?
- A P.O. Box may be used as a principal office address. However, a P.O. Box may NOT be used as a registered office address.
- Who may serve as registered agent?
- A Kentucky resident whose business address is the registered office address. KRS 14A.4-010(1)(b)(1).A domestic business entity already formed in Kentucky whose business address is the registered office address. KRS 14A.4-010(1)(b)(2).A foreign business entity qualified to transact business in Kentucky whose business address is the registered office address. KRS 14A.4-010(1)(b)(2).The registered agent for a business entity may not be that same business entity itself, but the registered agent may be an individual officer or director (corporation) or manager or member (LLC) whose business address is the registered office address.
- May I change the registered agent and registered office address at the same time?
- Yes. Both may be changed at the same time for the same Secretary of State filing fee of $10. KRS 14A.2-060(1)(g).If you use our firm to make such changes, we charge a single flat fee of $150 to complete both changes.
- May I change the registered agent, registered office address, and principal office address at the same time?
- Yes. All may be changed at the same time for a total Secretary of State filing fee of $20. KRS 14A.2-060(1)(g)-(h).If you use our firm to make such changes, we charge a single flat fee of $150 to complete all changes. Please complete the information to “File Change of Registered Agent and/or Registered Office Address.” In the section where you can make additional comments, please indicate that you wish to change the Principal Office Address as well and provide us with the new Principal Office Address. A payment of $181 will cover all legal and mandatory filing fees.
- If I am a business owner currently serving as the registered agent but wanting to appoint someone else as registered agent, must I first resign as registered agent and then file a change of registered agent?
- No, the resignation of registered agent procedure is only to be completed by an independent registered agent. A filing for a change of registered agent is all that is needed in this case. However, the new registered agent must sign the statement of change or otherwise consent to the appointment. KRS 14A.4-020(1)(e).
- Is a foreign business entity subject to the same requirements?
- Yes. A foreign business entity that changes its registered agent, registered office, or principal office must make the same filing as required of domestic businesses. KRS 14A.9-040.
Legal Services Offered and Cost
File Change of Registered Agent and/or Registered Office Address
Legal fees: $150 flat fee
This includes:
- Review of client’s information to ensure legal requirements are fulfilled
- Completion of Statement of Change of Registered Agent and Registered Office Address form
- Submission of form and filing fee with the Kentucky Secretary of State
- Submission of form with the appropriate County Clerk’s office
- All postage and mailing charges
- Email confirmation of change of registered agent and/or registered office acceptance by Secretary of State and County Clerk with PDF
If you are ready to get started, please CLICK HERE to enter basic information using our secure online form.
File Resignation of Registered Agent
Please note that this service is recommended for an independent registered agent. A business seeking to change its registered agent and/or registered office address should use that service instead.
Legal fees: $150 flat fee
This includes:
- Review of client’s information to ensure legal requirements are fulfilled
- Completion of Statement of Resignation of Registered Agent form
- Submission of form with the Kentucky Secretary of State
- All postage and mailing charges
- Email confirmation of resignation of registered agent acceptance by Secretary of State with PDF
If you are ready to get started, please CLICK HERE to enter basic information using our secure online form.
File Change of Principal Office
Legal fees: $150 flat fee
This includes:
- Review of client’s information to ensure legal requirements are fulfilled
- Completion of Statement of Change of Principal Office Address form
- Submission of form and filing fee with the Kentucky Secretary of State
- Submission of form with the appropriate County Clerk’s office
- All postage and mailing charges
- Email confirmation of change of principal office acceptance by Secretary of State and County Clerk with PDF
If you are ready to get started, please CLICK HERE to enter basic information using our secure online form.