KRS 14A.1-010 Title
14A.1-010. Title
This chapter shall be known and may be cited as the Kentucky Business Entity Filing Act.
Effective: January 1, 2011
History: Created 2010 Ky. Acts ch. 151, sec. 1, effective January 1, 2011.
General Provisions
KRS tit. III, ch. 14A, subch. 1
in effectKRS 14A.1-020 Application
14A.1-020. Application
Each entity and each foreign entity is subject to the provisions of this chapter.
Effective: January 1, 2011
History: Created 2010 Ky. Acts ch. 151, sec. 2, effective January 1, 2011.
KRS 14A.1-030 Powers of the Secretary of State
14A.1-030. Powers of the Secretary of State
The Secretary of State shall have the power reasonably necessary to perform the duties required by this chapter.
Effective: January 1, 2011
History: Created 2010 Ky. Acts ch. 151, sec. 3, effective January 1, 2011.
KRS 14A.1-040 Interrogatories by Secretary of State
14A.1-040. Interrogatories by Secretary of State
(1) The Secretary of State may propound to any entity or foreign entity that the Secretary of State has reason to believe is subject of the provisions of this chapter, and to any authorized representative thereof including a registered agent, such written interrogatories as may be necessary and proper to enable the Secretary of State to ascertain whether the entity or foreign entity is subject to the provisions of this chapter applicable to it and is in compliance therewith. The interrogatories shall be answered within thirty (30) days after the mailing thereof, or within such additional time as may be fixed by the Secretary of State, and the answers thereto shall be full and complete and shall be made in writing and under oath. Interrogatories directed to an individual shall be answered by the individual. Interrogatories directed to an entity or a foreign entity shall be answered by a person with the authority, pursuant to the organic law governing the entity or foreign entity, to bind the entity or foreign entity.
(2) The Secretary of State may take such action as is deemed appropriate, including a referral to the Attorney General, when the interrogatories and the answers thereto disclose a violation of any of the provisions of this chapter or of the organic law governing an entity or foreign entity.
Effective: January 1, 2011
History: Created 2010 Ky. Acts ch. 151, sec. 4, effective January 1, 2011.
KRS 14A.1-050 Penalties imposed for failure to answer interrogatories
14A.1-050. Penalties imposed for failure to answer interrogatories
(1) If an entity or foreign entity fails or refuses to answer truthfully and fully within the time prescribed to any interrogatories propounded by the Secretary of State, the Secretary of State may with respect to that entity initiate its administrative dissolution or, with respect to a foreign entity qualified to transact business in Kentucky, revoke its certificate of authority.
(2) Each person who fails or refuses within the time prescribed to truthfully and fully answer interrogatories propounded to an entity or a foreign entity shall be guilty of a misdemeanor punishable by a fine not to exceed one hundred dollars ($100).
(3) Further, an action may be initiated in Franklin Circuit Court by the Secretary of State or the Attorney General against any domestic or foreign entity in furtherance of KRS 14A.1-040(1).
Effective: January 1, 2011
History: Created 2010 Ky. Acts ch. 151, sec. 5, effective January 1, 2011.
KRS 14A.1-060 Information disclosed by interrogatories
14A.1-060. Information disclosed by interrogatories
Interrogatories propounded by the Secretary of State and the answers thereto shall not be open to public inspection, nor shall the Secretary of State disclose any facts or information descried therefrom except insofar as the Secretary of State's official duty may require the same to be made public or in the event the interrogatories or the answers thereto are required as evidence in any criminal proceeding or in any other action or proceeding by this state.
Effective: January 1, 2011
History: Created 2010 Ky. Acts ch. 151, sec. 6, effective January 1, 2011.
KRS 14A.1-070 Definitions for chapter
14A.1-070. Definitions for chapter
As used in this chapter, unless the context otherwise requires:
(1) "Business" includes every trade, occupation, and profession;
(2) "Business trust" means a business trust governed as to its internal affairs by KRS Chapter 386 or a statutory trust governed as to its internal affairs by KRS Chapter 386A;
(3) "Corporation" means a business corporation governed as to its internal affairs by KRS Chapter 271B, a cooperative or association governed as to its internal affairs by KRS Chapter 272, a nonprofit corporation governed as to its internal affairs by KRS Chapter 273, and a rural electric or rural telephone cooperative corporation governed as to its internal affairs by KRS Chapter 279;
(4) "Debtor in bankruptcy" means a person who is the subject of:
(a) An order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application; or
(b) A comparable order under federal, state, or foreign law governing insolvency;
(5) "Deliver" or "delivery" means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery, and electronic transmission;
(6) "Electronic transmission" or "electronically transmitted" means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval, and reproduction of information by the recipient;
(7) "Entity" means a corporation, business or statutory trust, partnership, limited partnership, limited liability company, limited cooperative association, or unincorporated nonprofit association, governed as to its internal affairs by the laws of the Commonwealth of Kentucky;
(8) "Foreign business trust" means a business or statutory trust not governed as to its internal affairs by KRS Chapter 386 or 386A;
(9) "Foreign corporation" means a corporation as defined in subsection (2) of this section that is not:
(a) Organized pursuant to the laws of the Commonwealth of Kentucky; or
(b) As to its internal affairs, governed by the laws of the Commonwealth of Kentucky;
(10) "Foreign entity" means a corporation, not-for-profit corporation, cooperative, limited cooperative association, association, business or statutory trust, partnership, limited partnership, limited liability company, or unincorporated nonprofit association not:
(a) Organized pursuant to the laws of the Commonwealth of Kentucky; or
(b) As to its internal affairs, governed by the laws of the Commonwealth of Kentucky;
(11) "Foreign limited cooperative association" means a limited cooperative association that is not:
(a) Organized pursuant to the laws of the Commonwealth of Kentucky; or
(b) As to its internal affairs, governed by the laws of the Commonwealth of Kentucky;
(12) "Foreign limited liability partnership" means a partnership that:
(a) Is formed under laws other than the laws of this Commonwealth; and
(b) Has the status of a limited liability partnership under those laws;
(13) "Foreign professional service corporation" has the same meaning as in KRS 274.005;
(14) "Foreign rural electric cooperative" means a rural electric cooperative organized otherwise than under KRS 279.010 to 279.210;
(15) "Foreign rural telephone cooperative" means a rural telephone cooperative organized otherwise than under KRS 279.310 to 279.990 excepting 279.570;
(16) "Foreign unincorporated nonprofit association" means an unincorporated nonprofit association that is not:
(a) Organized in accordance with the laws of the Commonwealth of Kentucky; or
(b) As to its internal affairs, governed by the laws of the Commonwealth of Kentucky;
(17) "Good standing" means that all annual reports which are required to be received from an entity or foreign entity have been delivered to and filed by the Secretary of State, that all other lawfully required statutory documentation has been received and filed, and that all fees, costs, and expenses, including penalties incurred in connection therewith, have been paid;
(18) "Limited cooperative association" means a limited cooperative association governed as to its internal affairs by KRS Chapter 272A;
(19) "Limited liability company" has the same meaning as in KRS 275.015;
(20) "Limited liability partnership" means a partnership that has filed a statement of qualification under KRS 362.1-931 or a registration as a registered limited liability partnership under KRS 362.555 and does not have a similar statement or registration in effect in any other jurisdiction;
(21) "Name of record with the Secretary of State" means any real, fictitious, reserved, registered, or assumed name of an entity or foreign entity;
(22) "Nonprofit corporation," other than in the term "foreign nonprofit corporation," means a nonprofit corporation incorporated pursuant to and governed as to its internal affairs by KRS Chapter 273 or predecessor law;
(23) "Organic act" means the law of a state or other jurisdiction governing the organization and internal affairs of an entity or foreign entity;
(24) "Organized" means organized, incorporated, or formed;
(25) "Organizational filing" means a filing made with the Secretary of State as a precondition to the formation, organization, or incorporation of an entity, including articles of incorporation, articles of organization, articles of association, certificates of trust, and certificates of limited partnership. A statement of qualification filed pursuant to KRS 362.1-931 or a registration as a limited liability partnership filed pursuant to KRS 362.555 is not an organizational filing;
(26) "Partnership" means an association of two (2) or more persons to carry on as co- owners a business for profit formed under KRS 362.1-202, predecessor law, or comparable law of another jurisdiction;
(27) "Partnership agreement" means the agreement, whether written, oral, or implied, among the partners concerning the partnership, including amendments to the partnership agreement;
(28) "Person" means an individual, an entity, a foreign entity, or any other legal or commercial entity;
(29) "Principal office" means the address required by this chapter or the organic act to be of record with the Secretary of State as the principal office, the principal place of business address, the designated office of a limited partnership, or the chief executive office of a limited liability partnership;
(30) "Professional service corporation" has the same meaning as in KRS 274.005;
(31) "Professional services" means the personal services rendered by physicians, osteopaths, optometrists, podiatrists, chiropractors, dentists, nurses, pharmacists, psychologists, occupational therapists, veterinarians, engineers, architects, landscape architects, certified public accountants, public accountants, physical therapists, and attorneys;
(32) "Property" means all property, real, personal, or mixed, tangible or intangible, or any interest therein;
(33) "Qualified person" has the same meaning as in KRS 274.005;
(34) "Registered agent" means a registered agent appointed in accordance with KRS 14A.4-010 or predecessor law, and is synonymous with agent for service of process;
(35) "Registered office" means the registered office identified in accordance with and satisfying the requirements of KRS 14A.4-010(1)(b). The registered office address must be a street address;
(36) "Regulatory board" means the agency that is charged by law with the licensing and regulation of the practice of the profession which the entity is organized to provide;
(37) "Rural electric cooperative" means a rural electric cooperative governed as to its internal affairs by KRS 279.010 to 279.210;
(38) "Rural telephone cooperative" means a rural telephone cooperative governed as to its internal affairs by KRS 279.310 to 279.990 excepting KRS 279.570;
(39) "Series entity" means an entity or a foreign entity authorized and enabled by its organic act and organizational filing to create series having separate rights, powers, or duties with respect to specific property or obligations of the series entity, or the profits and losses associated with specific property or obligations;
(40) "Sign" or "signature" includes any manual, facsimile, conformed, or electronic signature;
(41) "State" means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, or any territory or insular possession subject to the jurisdiction of the United States;
(42) "Statutory trust" means a trust governed as to its internal affairs by KRS Chapter 386A;
(43) "Unincorporated nonprofit association" means an unincorporated nonprofit association governed as to its internal affairs by KRS Chapter 273A;
(44) "Veteran" means any person who served in the United States Armed Forces, Reserves, or National Guard and was separated or released therefrom with an honorable discharge, discharge under honorable conditions, or general discharge under honorable conditions or any person who currently serves in the United States Armed Forces, Reserves, or National Guard; and
(45) "Veteran-owned business" means a business:
(a) That is at least fifty-one percent (51%) unconditionally owned by one (1) or more veterans;
(b) In the case of a publicly owned business, in which at least fifty-one percent (51%) of the stock is unconditionally owned by one (1) or more veterans; or
(c) That is a nonprofit business which is at least fifty-one percent (51%) unconditionally managed by one (1) or more veterans.
Effective: July 15, 2020
History: Amended 2020 Ky. Acts ch. 125, sec. 1, effective July 15, 2020. -- Amended 2018 Ky. Acts ch. 58, sec. 2, effective July 14, 2018. -- Amended 2017 Ky. Acts ch. 193, sec. 3, effective June 29, 2017. -- Amended 2012 Ky. Acts ch. 81, sec, 78, effective July 12, 2012; and ch. 160, sec. 125, effective July 12, 2012. -- Amended 2011 Ky. Acts ch. 29, sec. 4, effective June 8, 2011. -- Created 2010 Ky. Acts ch. 151, sec. 7, effective January 1, 2011. Legislative Research Commission Note (7/15/2020). Under the authority of KRS 7.136(1), the Reviser of Statutes has altered the format of this statute during codification to place the terms in alphabetical order. The words in the text were not changed.
Source: Kentucky Legislative Research Commission (legislature.ky.gov)URL: https://apps.legislature.ky.gov/law/statutes/chapter.aspx?id=37088Fetched: 10/20/2026