Many business documents that are filed with the Kentucky Secretary of State must also be filed (recorded) with the local County Clerk. The purpose of recording any document at the County Clerk’s office is to provide local notice to others of information the state has determined should be publically available. The most common business documents subject to the recording requirement are Articles of Incorporation/Organization, Articles of Amendment, Articles of Dissolution, and Statement of Change of Principal Office Address/Registered Agent/Registered Office Address.
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 business document was accepted by the Secretary of State’s office. The document recorded with the County Clerk must contain the Secretary of State’s stamp demonstrating proof of filing. However, a document filed by the Secretary of State is effective irrespective of whether it was also filed with the County Clerk. KRS 14A.2-070(3).
By statute, the business formation document, amendments to business formation document, merger document, and change of principal office/registered agent/registered office document must be recorded. KRS 14A.2-040(1). More specifically:
- Domestic (Kentucky) Business Entities
- Corporation: Articles of Incorporation, Articles of Amendment
- LLC: Articles of Organization, Articles of Amendment
- Limited Partnership, LLLP: Certificate of Limited Partnership, Amendment of Certificate of Limited Partnership
- Business Trust: Declaration of Trust and all amendments thereto
- Foreign (out-of-state) Business Entities
- Corporation: Certificate of Authority, Amended Certificate of Authority, Certificate of Withdrawal
- LLC: Certificate of Authority, Amended Certificate of Authority, Certificate of Withdrawal
- Limited Partnership, LLLP: Certificate of Authority, Amended Certificate of Authority, Certificate of Withdrawal
- Business Trust: Certificate of Authority, Amended Certificate of Authority, Certificate of Withdrawal
- Changes to Entity
- Articles of Merger
- Statement of Change of Principal Office Address
- Statement of Change of Registered Agent
- Statement of Change of Registered Office Address
Frequently Asked Questions
- Must a sole proprietor record any business documents?
- A sole proprietor does not have a business formation document so none can be recorded with the County Clerk. But all business entity types, including a sole proprietor, that operate under an assumed name are required to record the business’ Certificate of Assumed Name if one is used. KRS 365.015(3).
- At which County Clerk’s office must the business document be recorded?
- “The County clerk of the county in which the entity… maintains its registered office.” KRS 14A.2-040(1). Usually the proper office is the county in which the business is principally located.
Legal Services Offered and Cost
Record Business Document
Legal fees: $100 flat fee
Filing fees and other costs: $11. KRS 64.012(2). Note: Each County Clerk’s office adds an additional $1 to the statutory minimum fee. For each document that exceeds 3 pages, an additional $3 is owed for every page past the first 3.
- Review of client’s information to ensure legal requirements are fulfilled
- Submission of business document and filing fee with the appropriate County Clerk’s office
- All postage and mailing charges
- Email confirmation of County Clerk’s recording with PDF
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