Foreign Business Entities

KRS tit. III, ch. 14A, subch. 9

in effect

KRS 14A.9-010 Authority to transact business required -- Certificate of authority required for award of state contract -- Exception for foreign insurer

14A.9-010. Authority to transact business required -- Certificate of authority required for award of state contract -- Exception for foreign insurer (1) A foreign entity shall not transact business in this Commonwealth until it obtains a certificate of authority from the Secretary of State. (2) The following activities, among others, shall not constitute transacting business within the meaning of subsection (1) of this section: (a) Maintaining, defending, or settling any proceeding; (b) Holding meetings of the board of directors, shareholders, partners, members, managers, beneficial owners, or trustees or carrying on other activities concerning the internal affairs of the foreign entity; (c) Maintaining bank accounts; (d) Maintaining offices or agencies for the transfer, exchange, and registration of the foreign entity's own securities or maintaining trustees or depositaries with respect to those securities; (e) Selling through independent contractors; (f) Soliciting or obtaining orders, whether by mail or through employees, agents, or otherwise, if the orders require acceptance outside this state before they become contracts; (g) Creating or acquiring indebtedness, mortgages, and security interests in real, personal, or intangible property; (h) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts; (i) Owning, without more, real or personal property; (j) Conducting an isolated transaction that is completed within thirty (30) days and that is not one (1) in the course of repeated transactions of a like nature; and (k) Transacting business in interstate commerce. (3) The list of activities in subsection (2) of this section is not exhaustive. (4) Except as provided in subsection (6) of this section, this section shall not apply to foreign general partnerships. Whether a foreign limited liability partnership is transacting business in this Commonwealth shall be determined under subsection (2) of this section. A foreign limited liability partnership that is transacting business in this Commonwealth shall file a statement of foreign qualification pursuant to KRS 362.1-951. (5) This section shall not apply in determining the contacts or activities that may subject a foreign entity to service of process or taxation in this Commonwealth or to regulation under any other law of this Commonwealth. (6) Notwithstanding any other law to the contrary, a foreign entity, in order to be eligible for award of a state contract under KRS Chapter 45A or 176, shall have a certificate of authority or a statement of foreign qualification. (7) A foreign insurer with a certificate of authority from the commissioner of the Department of Insurance is not subject to subsection (1) or (6) of this section. Effective: June 24, 2015 History: Amended 2015 Ky. Acts ch. 34, sec. 5, effective June 24, 2015. -- Amended 2012 Ky. Acts ch. 81, sec. 84, effective July 12, 2012. -- Amended 2011 Ky. Acts ch. 80, sec. 1, effective June 8, 2011. -- Created 2010 Ky. Acts ch. 151, sec. 40, effective January 1, 2011. Legislative Research Commission Note (1/1/2011). The word "contracts" in subsection (5) of this statute has been changed in codification to "contacts." This manifest clerical or typographical error has been corrected by the Reviser of Statutes under the authority of KRS 7.136(1).

KRS 14A.9-020 Consequences of transacting business without authority

14A.9-020. Consequences of transacting business without authority (1) A foreign entity transacting business in this Commonwealth without a certificate of authority may not maintain a proceeding in any court in this Commonwealth until it obtains a certificate of authority. (2) Neither the successor to a foreign entity that transacted business in this Commonwealth without a certificate of authority nor the assignee of a cause of action arising out of that business shall maintain a proceeding based on that cause of action in any court in this Commonwealth until the foreign entity or the assignee of the cause of action obtains a certificate of authority. (3) A court may stay a proceeding commenced by a foreign entity, its successor, or assignee until it determines whether the foreign entity, its successor, or assignee requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign entity, its successor, or assignee obtains the certificate. (4) A foreign entity is liable for a civil penalty of two dollars ($2) for each day it transacts business in this Commonwealth without a certificate of authority. The Secretary of State may collect all penalties due under this subsection. (5) Notwithstanding subsections (1) and (2) of this section, the failure of a foreign entity to obtain a certificate of authority shall not impair the validity of the acts of the foreign entity or prevent it from defending any proceeding in this Commonwealth. Effective: January 1, 2011 History: Created 2010 Ky. Acts ch. 151, sec. 41, effective January 1, 2011.

KRS 14A.9-030 Application for certificate of authority

14A.9-030. Application for certificate of authority (1) A foreign entity may apply for a certificate of authority to transact business in this Commonwealth by delivering an application to the Secretary of State for filing. The application shall set forth: (a) The real name of the foreign entity and, if its real name is unavailable for use in this Commonwealth, a name that satisfies the requirements of KRS 14A.3- 010; (b) The name of the state or country under whose law it is organized; (c) Its form of organization; (d) Its date of organization; (e) Its period of duration or a statement that its duration is perpetual; (f) The street address of its principal office; (g) The address of its registered office in this Commonwealth and the name of its registered agent at that office; (h) The names and usual business addresses of: 1. The secretary, the other principal officers, and the directors, if the entity is a foreign corporation or foreign limited cooperative association; 2. Each of the general partners, if the entity is a foreign limited partnership; 3. Each of the managers, if the entity is a foreign limited liability company with managers; or 4. Each of the trustees, if the entity is a foreign business trust; (i) If the foreign entity is a foreign limited partnership, whether it is a foreign limited liability limited partnership; and (j) If the foreign entity is a foreign professional service corporation, a representation that all of the shareholders, not less than one-half (1/2) of the directors, and all officers other than the secretary and treasurer would be qualified persons with respect to the corporation were it incorporated in this Commonwealth. (2) The execution of a certificate of authority shall constitute a representation by that person that the foreign entity validly exists under the laws of its jurisdiction of organization. (3) Unless the registered agent signs the application, the foreign entity shall deliver with the application for certificate of authority the registered agent's written consent to the appointment. (4) A certificate of authority or document of similar import of record with the Secretary of State as of the date immediately preceding January 1, 2011, including a statement of foreign qualification, shall remain effective, but its amendment shall be governed by KRS 14A.9-040. (5) A foreign general partnership, being a general partnership not governed as to its internal affairs by Subchapter 1 of KRS Chapter 362, or predecessor law, may for purposes of complying with KRS 45A.480 and 176.085 apply for and receive a certificate of authority. The application for the certificate of authority shall satisfy the requirements of subsection (1) of this section and as well list the names and usual business addresses of each partner in the partnership. Effective: July 12, 2012 History: Amended 2012 Ky. Acts ch. 81, sec. 85, effective July 12, 2012; and ch. 160, sec. 130, effective July 12, 2012. -- Created 2010 Ky. Acts ch. 151, sec. 42, effective January 1, 2011. Legislative Research Commission Note (7/12/2012). This statute was amended by 2012 Ky. Acts chs. 81 and 160, which do not appear to be in conflict and have been codified together.

KRS 14A.9-040 Amended certificate of authority

14A.9-040. Amended certificate of authority (1) A foreign entity authorized to transact business in this Commonwealth shall obtain an amended certificate of authority from the Secretary of State if it changes any information required by KRS 14A.9-030(1). (2) The requirements of KRS 14A.9-030 for obtaining an original certificate of authority shall apply to obtaining an amended certificate. (3) A foreign entity that changes its principal office address shall promptly satisfy the requirements of KRS 14A.5-010. (4) A foreign entity that changes its registered office, its registered agent, or both as maintained in this Commonwealth shall promptly satisfy the requirements of KRS 14A.4-020. Effective: June 8, 2011 History: Amended 2011 Ky. Acts ch. 29, sec. 22, effective June 8, 2011. -- Created 2010 Ky. Acts ch. 151, sec. 43, effective January 1, 2011.

KRS 14A.9-050 Effect of certificate of authority

14A.9-050. Effect of certificate of authority (1) A certificate of authority shall authorize the foreign entity to which it is issued the authority to transact business in this Commonwealth subject, however, to the right of the Commonwealth to revoke the certificate as provided in this chapter. (2) A foreign entity with a valid certificate of authority shall have the same but no greater rights and shall have the same but no greater privileges as, and except as otherwise provided by this chapter shall be subject to the same duties, restrictions, penalties, and liabilities now or later imposed on, a domestic entity of like character. (3) This chapter shall not authorize this Commonwealth to regulate the organization or internal affairs, including the inspection of books, records, and documents, of a foreign entity transacting business in this Commonwealth. (4) Nothing in this section shall be interpreted or construed to limit the capacity and authority of a professional regulatory board to regulate the terms and manner by which professional services are rendered in the Commonwealth of Kentucky through or on behalf of a foreign entity. Effective: June 25, 2013 History: Amended 2013 Ky. Acts ch. 106, sec. 4, effective June 25, 2013. -- Created 2010 Ky. Acts ch. 151, sec. 44, effective January 1, 2011.

KRS 14A.9-060 Withdrawal of foreign entity

14A.9-060. Withdrawal of foreign entity (1) A foreign entity authorized to transact business in this Commonwealth shall not withdraw from this Commonwealth until there has been filed with the Secretary of State a certificate of withdrawal. (2) A foreign entity authorized to transact business in this Commonwealth may submit a certificate of withdrawal for filing by delivering it to the Secretary of State. The certificate shall set forth: (a) The real name of the foreign entity and, if applicable, the fictitious name under which it has qualified to transact business in this Commonwealth; (b) The name of the state or country under whose law it is organized; (c) That it is not transacting business in this Commonwealth and that it surrenders its authority to transact business in this Commonwealth; (d) That it revokes the authority of its registered agent to accept service on its behalf and appoints the Secretary of State as its agent for service of process in any proceeding based on a cause of action arising consequent to having transacted business in this Commonwealth; (e) A mailing address to which the Secretary of State may mail a copy of any process served on the Secretary of State under paragraph (d) of this subsection; and (f) A commitment to notify the Secretary of State in the future of any change in its mailing address. (3) A certificate of withdrawal shall be deemed amended by the filing of a change in mailing address delivered pursuant to subsection (2)(f) of this section. (4) After the certificate of withdrawal of the foreign entity is effective, service of process on the Secretary of State under this section shall be service on the foreign entity. Upon receipt of process, the Secretary of State shall mail a copy of the process to the foreign entity at the address set forth under subsection (2)(e) of this section. Effective: January 1, 2011 History: Created 2010 Ky. Acts ch. 151, sec. 45, effective January 1, 2011.

KRS 14A.9-070 Grounds for revocation

14A.9-070. Grounds for revocation The Secretary of State may commence a proceeding to revoke the certificate of authority of a foreign entity if: (1) The foreign entity does not deliver its annual report to the Secretary of State for filing on or before the due date; (2) The foreign entity is without a registered office or registered agent in this Commonwealth for sixty (60) days or more; (3) The foreign entity does comply with KRS 14A.4-020; (4) An incorporator, organizer, director, member, manager, officer, partner, agent or trustee of the foreign entity signed a document knowing it was false in any material respect with intent that the document be delivered to the Secretary of State for filing; or (5) The Secretary of State receives a duly authenticated certificate from the Secretary of State or other official having custody of business entity records in the state or country under whose law the foreign entity is organized stating that it has been dissolved or disappeared as the result of a merger. Effective: January 1, 2011 History: Created 2010 Ky. Acts ch. 151, sec. 46, effective January 1, 2011.

KRS 14A.9-080 Procedure for an effective revocation

14A.9-080. Procedure for an effective revocation (1) If the Secretary of State determines that one (1) or more grounds exist under KRS 14A.9-070 for revocation of a certificate of authority, the foreign entity shall be served with written notice of that determination by mailing the notice by first-class mail to the foreign entity at its principal place of business address. (2) If within sixty (60) days after the mailing of the notice, the foreign entity does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist, the Secretary of State may revoke the foreign entity's certificate of authority by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date. The Secretary of State shall file the original of the certificate and serve a copy on the foreign entity by mailing the notice by first-class mail to the foreign entity at its principal place of business address. (3) The authority of a foreign entity to transact business in this Commonwealth shall cease on the date shown on the certificate revoking its certificate of authority. (4) The Secretary of State's revocation of a foreign entity's certificate of authority shall be considered to appoint the Secretary of State the foreign entity's registered agent in any proceeding based on a cause of action which arose during the time the foreign entity was authorized to transact business in this Commonwealth. Service of process on the Secretary of State under this subsection shall be service on the foreign entity. Upon receipt of process, the Secretary of State shall mail a copy of the process to the secretary of the foreign entity at its principal office address shown in its most recent annual report or in any subsequent communication received from the foreign entity stating its current principal office address, or, if none is on file, in its application for a certificate of authority. (5) Revocation of a foreign entity's certificate of authority shall not terminate the authority of the registered agent of the foreign entity. Effective: January 1, 2011 History: Created 2010 Ky. Acts ch. 151, sec. 47, effective January 1, 2011.

KRS 14A.9-090 Appeal from revocation

14A.9-090. Appeal from revocation (1) A foreign entity may appeal the Secretary of State's revocation of its certificate of authority to the Franklin Circuit Court within thirty (30) days after service of the certificate of revocation. The foreign entity may appeal by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of authority and the Secretary of State's certificate of revocation. (2) The court may summarily order the Secretary of State to reinstate the certificate of authority or may take any other action the court considers appropriate. (3) The court's final decision may be appealed as in other civil proceedings. Effective: January 1, 2011 History: Created 2010 Ky. Acts ch. 151, sec. 48, effective January 1, 2011.

Source: Kentucky Legislative Research Commission (legislature.ky.gov)URL: https://apps.legislature.ky.gov/law/statutes/chapter.aspx?id=37096Fetched: 10/20/2026