Filing Requirements

KRS tit. III, ch. 14A, subch. 2

in effect

KRS 14A.2-010 Filing requirements -- Authority for redaction of information

14A.2-010. Filing requirements -- Authority for redaction of information (1) A document shall satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to filing by the Secretary of State. (2) This chapter shall require or permit filing a document in the office of the Secretary of State. (3) A document shall contain the information required by the organic law or by this chapter, and may contain other information if permitted by the organic law. (4) A document shall be typewritten, printed, or electronically transmitted. If a document is electronically transmitted, the document shall be in a format that can be retrieved or reproduced in typewritten or printed form. (5) A document shall be in the English language. A name may be in a language other than English if written in English letters or Arabic or Roman numerals. A document not in English shall be accompanied by an English translation reasonably authenticated to the satisfaction of the Secretary of State. (6) A document shall be executed in the manner set forth in KRS 14A.2-020. (7) The person executing the document shall sign it and state beneath or opposite the signature the person's name and the capacity in which the document is signed. The document may but need not contain: (a) A seal of the entity or foreign entity; (b) An attestation, acknowledgment, or verification; or (c) A statement regarding the preparer of the document which complies with KRS 382.335(1). (8) If the Secretary of State has prescribed a mandatory form for a document, it shall be in or on the prescribed form. (9) A document shall be delivered to the office of the Secretary of State for filing. Delivery may be made by electronic transmission, if and to the extent permitted by the Secretary of State. If the document is filed in typewritten or printed form and not transmitted electronically, the Secretary of State may require that up to two (2) exact or conformed copies be delivered with the document. (10) When the document is delivered to the office of the Secretary of State for filing, the correct filing fee, the organization tax, and any penalty required by this chapter or other law to be collected by the office of the Secretary of State with the document shall be paid or provision for payment shall be made in a manner permitted by the Secretary of State. The Secretary of State may accept payment of the correct amount due by check, credit card, charge card, or similar method. However, if the amount due is tendered by any method other than cash, the liability shall not be finally discharged until the Secretary of State receives final payment or credit of collectible funds. If, after five (5) days' prior written notice to the entity, foreign entity, or person who delivered a document for filing for which the filing fee was not collectible, payment of the filing fee in full is not made in immediately available funds, the Secretary of State may declare the document filed to be null and void and of no legal effect and may remove the document from the records of the Secretary of State. Written notice given pursuant to this subsection may be given by electronic communication. (11) A document is delivered to the office of the Secretary of State for filing upon actual receipt. A document delivered electronically that is self-operative will be treated as received on the date of receipt. A document that is not self-operative delivered electronically or otherwise will be treated as received on the date of delivery if delivery is accomplished not later than 4:30 p.m. prevailing time in Frankfort, Kentucky or otherwise on the next business day. (12) Any communication from the Secretary of State to an entity or foreign entity may be accomplished electronically. Communications to an entity may be mailed to the entity by first-class mail at its principal office address. (13) If any law prohibits the disclosure by the Secretary of State of information contained in a record delivered for filing, the Secretary of State shall file the record if it otherwise complies with the applicable law, but the Secretary of State may redact such information so that it is not available to the public. Effective: June 24, 2015 History: Amended 2015 Ky. Acts ch. 34, sec. 2, effective June 24, 2015. -- Created 2010 Ky. Acts ch. 151, sec. 8, effective January 1, 2011.

KRS 14A.2-020 Execution of documents delivered to Secretary of State for filing

14A.2-020. Execution of documents delivered to Secretary of State for filing (1) A document delivered to the Secretary of State for filing shall be executed as follows: (a) If delivered by or on behalf of a corporation or foreign corporation, by: 1. The chairman of its board of directors, by its president, or by another of its officers; 2. A duly authorized representative; or 3. If the directors have not been selected or the corporation has not been formed, by its incorporator; (b) If delivered by or on behalf of a limited liability company or foreign limited liability company, by: 1. A manager, if management of the limited liability company or foreign limited liability company is reserved to one (1) or more managers; 2. A member, if management of the limited liability company or foreign limited liability company is reserved to the members; 3. A duly authorized representative; or 4. If the limited liability company or foreign limited liability company has not been formed, by its organizer; (c) If delivered by or on behalf of a limited partnership or foreign limited partnership, by at least one (1) general partner; (d) If delivered by or on behalf of a business trust or foreign business trust, by at least one (1) trustee; (e) If delivered by or on behalf of a partnership, by at least two (2) partners; (f) If delivered by or on behalf of any other entity or foreign entity, by a person certifying the authority and capacity to execute and deliver the document; (g) If the entity or foreign entity is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary; or (h) If delivered by or on behalf of a limited cooperative association or foreign limited cooperative association, by: 1. The chairman of its board of directors, by its president, or by another of its officers; 2. A duly authorized representative; or 3. If the directors have not been selected or the association has not been formed, by its organizer. (2) This section relates exclusively to execution of documents delivered for filing to the Secretary of State, and shall not control as to the execution of other documents of an entity or foreign entity. Effective: July 12, 2012 History: Amended 2012 Ky. Acts ch. 160, sec. 127, effective July 12, 2012. -- Created 2010 Ky. Acts ch. 151, sec. 9, effective January 1, 2011.

KRS 14A.2-030 Penalty for signing false document

14A.2-030. Penalty for signing false document (1) A person who executes a document with intent that the document be delivered to the Secretary of State for filing shall be deemed to have declared under penalty of perjury that to that person's knowledge the contents of the document are true. (2) An offense under this section shall be a misdemeanor punishable by a fine not to exceed one hundred dollars ($100). Effective: January 1, 2011 History: Created 2010 Ky. Acts ch. 151, sec. 10, effective January 1, 2011.

KRS 14A.2-040 Filing of documents by county clerk

14A.2-040. Filing of documents by county clerk (1) Except as provided in subsection (2) of this section, one (1) exact or conformed copy of each of the following documents shall be filed with the county clerk of the county in which the entity or foreign entity maintains its registered office: (a) Articles of incorporation and all amendments thereto; (b) Articles of organization and all amendments thereto; (c) Certificate of limited partnership and all amendments thereto; (d) Declaration of trust for a business trust or certificate of trust for a statutory trust and all amendments thereto; (e) Application for a certificate of authority; (f) Amendment to a certificate of authority; (g) Withdrawal of a certificate of authority; (h) Articles of merger; (i) A statement of change of principal office address filed pursuant to KRS 14A.5-010 or predecessor law; (j) A statement of change of registered office or registered agent or both filed pursuant to KRS 14A.4-020 or predecessor law; and (k) Articles of association and all amendments thereto. (2) The articles of incorporation of a rural electric cooperative or a rural telephone cooperative, all amendments thereto, and all articles of merger involving a rural electric cooperative or rural telephone cooperative shall be filed with the county clerk in which is maintained the principal office address. (3) Annual reports filed with the Secretary of State pursuant to KRS 14A.6-010 or predecessor law need not be filed with the county clerk. (4) The county clerk shall receive a fee as provided in KRS 64.012 for each filing made pursuant to subsection (1) or (2) of this section. (5) The county clerk shall receive a fee pursuant to KRS 64.012 for recording and issuing reports, articles, and statements pertaining to an entity or foreign entity. (6) Any amendment to articles of incorporation or a certificate of limited partnership that was itself not required to be filed with the Secretary of State under the law applicable at the time of incorporation or organization shall be filed by the county clerk notwithstanding the absence of a prior filing with the Secretary of State. Effective: July 12, 2012 History: Amended 2012 Ky. Acts ch. 81, sec. 79, effective July 12, 2012; and ch. 160, sec. 128, effective July 12, 2012. -- Created 2010 Ky. Acts ch. 151, sec. 11, 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.2-050 Forms

14A.2-050. Forms (1) The Secretary of State shall prescribe and furnish on request forms for: (a) An application for a certificate of existence; (b) An application for a certificate of authority; (c) An amended application for a certificate of authority; (d) A certificate of withdrawal; (e) A change of registered office, registered agent, or both; (f) A change of principal address; (g) The resignation of the registered agent, the registered office, or both; (h) An application for a reserved name; (i) The renewal of a reserved name; (j) The transfer of a reserved name; (k) Name registration; (l) The annual report; and (m) An amendment to the annual report. (2) The use of the forms referred to in paragraphs (e), (f), (g), (h), (i), (k), and (l) of subsection (1) of this section shall be mandatory. If the Secretary of State so requires, the use of some or all of the other forms listed in subsection (1) shall be mandatory. (3) The Secretary of State may prescribe and furnish on request forms for other documents required or permitted to be filed by this chapter, but their use shall not be mandatory. Effective: June 8, 2011 History: Amended 2011 Ky. Acts ch. 29, sec. 5, effective June 8, 2011. -- Created 2010 Ky. Acts ch. 151, sec. 12, effective January 1, 2011.

KRS 14A.2-060 Fees and miscellaneous charges

14A.2-060. Fees and miscellaneous charges (1) The Secretary of State shall collect the following fees when the documents described in this subsection are delivered for filing: (a) Application for use of indistinguishable name ............................................$ 20 (b) Application or renewal of application for reserved name ............................$ 15 (c) Cancellation of application for reserved name ............................................$ 10 (d) Notice of transfer of reserved name .............................................................$ 15 (e) Application for registered name ..................................................................$ 36 (f) Application for renewal of registered name .................................................$ 36 (g) Statement of change of registered office or registered agent, or both .........$ 10 (h) Statement of change of principal office address ..........................................$ 10 (i) Agent's statement of change of registered office for each affected entity or foreign entity .................................................................................$ 10 not to exceed a total of .............................................................................$2,000 (j) Reinstatement penalty following administrative dissolution .....................$ 100 (k) Application for certificate of authority ........................................................$ 90 (l) Application for amended certificate of authority .........................................$ 40 (m) Certificate of withdrawal .............................................................................$ 40 (n) Certificate of existence ................................................................................$ 10 (o) Certificate of authorization ...........................................................................$ 10 (p) Any other document required or permitted to be filed by this chapter ........$ 15 (q) Agent's statement of resignation .............................................................. No fee (r) Certificate of administrative dissolution .................................................. No fee (s) Certificate of reinstatement ...................................................................... No fee (t) Certificate of revocation of authority to transact business ....................... No fee (u) Certificate of association .............................................................................$ 15 (2) (a) The Secretary of State shall collect a fee of fifteen dollars ($15) with respect to each annual report or amendment thereto. (b) Notwithstanding paragraph (a) of this subsection, a veteran-owned business organized after August 1, 2018, is exempt from paying the fee for filing an annual report or amendment thereto for the first four (4) years after its initial organization, but is not exempt from any filing requirement or deadline for filing an annual report. (3) The Secretary of State shall collect a fee of ten dollars ($10) each time process is served on him or her under this chapter. The party to a proceeding causing service of process shall be entitled to recover this fee as costs if he prevails in the proceeding. (4) The Secretary of State shall collect the following fees for copying and certifying the copy of any filed document relating to a domestic or foreign entity: (a) Five dollars ($5) per request for the first five (5) pages and fifty cents ($0.50) a page for each page thereafter; and (b) Five dollars ($5) for the certificate. Effective: July 15, 2020 History: Amended 2020 Ky. Acts ch. 125, sec. 2, effective July 15, 2020. -- Amended 2018 Ky. Acts ch. 58, sec. 4, effective July 14, 2018. -- Amended 2017 Ky. Acts ch. 193, sec. 4, effective June 29, 2017. -- Created 2010 Ky. Acts ch. 151, sec. 13, effective January 1, 2011.

KRS 14A.2-070 Effective time and date of filing

14A.2-070. Effective time and date of filing (1) Except as provided in subsection (2) of this section and KRS 14A.2-090(3), a document delivered to the Secretary of State for filing shall be effective: (a) On the date and at the time of filing, as evidenced by such means as the Secretary of State may use for the purpose of recording the date and time of filing; or (b) At the time specified in the document as its effective time on the date it is effective. (2) A document may specify a delayed effective time and date, and if it does so the document shall become effective at the time and date specified. If a delayed effective date but no time is specified, the document shall be effective as of 5 p.m. prevailing time in Frankfort, Kentucky, on that date. A delayed effective date for a document may not be later than the ninetieth day after the date it is filed; a document delivered for filing with a delayed effective date more than ninety (90) days after the date of filing will be effective on the ninetieth day thereafter. A document cannot have an effective time or date preceding the document's filing by the Secretary of State. (3) A document filed by the Secretary of State shall be effective regardless of a failure to file the document with the county clerk pursuant to KRS 14A.2-040. Effective: January 1, 2011 History: Created 2010 Ky. Acts ch. 151, sec. 14, effective January 1, 2011.

KRS 14A.2-080 Withdrawal of filing before effectiveness

14A.2-080. Withdrawal of filing before effectiveness (1) The parties to a document having a delayed effective date, time, or both may withdraw the filing before it takes effect. (2) To withdraw a document, the parties shall deliver a statement of withdrawal to the Secretary of State for filing. (3) A statement of withdrawal shall: (a) Be signed on behalf of each party to the action or transaction contemplated by the initial document in accordance with KRS 14A.2-020; (b) State the nature of the document to be withdrawn, the date of the filing, and the parties to the filing; and (c) State that the document has been withdrawn in accordance with the agreement of the parties. (4) From the filing by the Secretary of State of a statement of withdrawal, the action or transaction evidenced by the original filing shall not take effect. (5) A statement of withdrawal shall be accompanied by a filing fee equal to that of the filed document that is being withdrawn. Effective: January 1, 2011 History: Created 2010 Ky. Acts ch. 151, sec. 15, effective January 1, 2011.

KRS 14A.2-090 Correcting filed documents

14A.2-090. Correcting filed documents (1) An entity or foreign entity may correct a document filed by the Secretary of State if: (a) The document contains an inaccuracy; (b) The document was defectively executed, attested, sealed, verified, or acknowledged; or (c) Electronic transmission of the document to the Secretary of State was defective. (2) A document is corrected by: (a) Preparing articles of correction that: 1. Describe the document, including its filing date, or attach a copy of it to the articles of correction; 2. Specify the inaccuracy or defect to be corrected; and 3. Correct the inaccuracy or defect; and (b) Delivering the articles of correction to the Secretary of State for filing. (3) Articles of correction shall be effective on the effective date of the document they correct except as to persons relying on the uncorrected document adversely affected by the correction. As to those persons, articles of correction shall be effective when filed. Effective: January 1, 2011 History: Created 2010 Ky. Acts ch. 151, sec. 16, effective January 1, 2011.

KRS 14A.2-100 Filing duty of Secretary of State

14A.2-100. Filing duty of Secretary of State (1) If a document delivered to the office of the Secretary of State for filing satisfies the requirements of this chapter and applicable organic law, the Secretary of State shall file it. (2) The Secretary of State files a document by recording it as filed as provided in KRS 14A.2-070(1)(a). (3) After filing a document, the Secretary of State shall deliver to the entity or foreign entity or to the person delivering the document for filing or to another person as identified in writing a copy of the document with an acknowledgment of the time and date of filing. (4) If the Secretary of State refuses to file a document, the Secretary of State shall return it to the filer within five (5) days after the document was delivered, together with a brief, written explanation of the reason for the refusal. (5) The Secretary of State's delivery of an acknowledgment of filing, an explanation for the reason a document was not filed, or other communication as to a document filed or delivered for filing may be accomplished electronically. (6) The Secretary of State's duty to file documents under this section shall be ministerial. The filing or refusal to file a document shall not: (a) Affect the validity or invalidity of the document in whole or part; (b) Relate to the correctness or incorrectness of information contained in the document; or (c) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect. Effective: January 1, 2011 History: Created 2010 Ky. Acts ch. 151, sec. 17, effective January 1, 2011.

KRS 14A.2-110 Appeal from Secretary of State's refusal to file document

14A.2-110. Appeal from Secretary of State's refusal to file document (1) If the Secretary of State refuses to file a document delivered for filing, the entity, foreign entity, or other person making the delivery for filing may appeal the refusal to the Franklin Circuit Court. The appeal shall be commenced by petitioning the court to compel filing the document and by attaching to the petition the document as delivered for filing and the Secretary of State's explanation of the refusal to file. (2) The court may summarily order the Secretary of State to file the document or take 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. 18, effective January 1, 2011.

KRS 14A.2-120 Evidentiary effect of filed document

14A.2-120. Evidentiary effect of filed document (1) A certificate from the Secretary of State delivered with a copy of the document filed by the Secretary of State shall be conclusive evidence that the original document is on file with the Secretary of State. (2) The certificate shall bear the signature of the Secretary of State, which may be in facsimile, and the seal of the Commonwealth. (3) The only obligation of the Secretary of State is to certify that a document is of record, and the Secretary of State is not obligated to certify as to the accuracy of any fact set forth in a document of record. Effective: January 1, 2011 History: Created 2010 Ky. Acts ch. 151, sec. 19, effective January 1, 2011.

KRS 14A.2-130 Certificate of existence

14A.2-130. Certificate of existence (1) Anyone may apply to the Secretary of State to furnish a certificate of existence for an entity. (2) A certificate of existence shall set forth: (a) The entity's real name; (b) That the entity was duly organized under the laws of this Commonwealth, the date of its organization, and the period of its duration if less than perpetual; (c) That no articles of dissolution, statement of cancellation, or document of similar import is effective; (d) That all fees, taxes, and penalties owed to this Commonwealth have been paid, if: 1. Payment is reflected in the records of the Secretary of State; and 2. Nonpayment affects the existence of the entity; (e) That its most recent annual report required by KRS 14A.6-010 or predecessor law has been filed by the Secretary of State; and (f) Subject to KRS 14A.2-120(3), other facts of record in the office of the Secretary of State that may be requested by the applicant. (3) Subject to any qualification stated in the certificate, a certificate of existence issued by the Secretary of State may be relied upon as conclusive evidence that the entity is in existence. (4) This section shall not apply to: (a) Partnerships organized pursuant to KRS Chapter 362 or 362.1; (b) Limited partnerships other than those subject to KRS Chapter 362.2; (c) Business trusts governed as to their internal affairs by KRS Chapter 386; or (d) An individual series of a series entity. Effective: July 12, 2012 History: Amended 2012 Ky. Acts ch. 81, sec. 80, effective July 12, 2012. -- Created 2010 Ky. Acts ch. 151, sec. 20, effective January 1, 2011.

KRS 14A.2-140 Certificate of authorization

14A.2-140. Certificate of authorization (1) Anyone may apply to the Secretary of State to furnish a certificate of authorization for a foreign entity. (2) A certificate of authorization shall set forth: (a) The foreign entity's real name and, if applicable, its fictitious name as adopted for use in this Commonwealth; (b) That the foreign entity is authorized to transact business in this Commonwealth; (c) That all fees, taxes, and penalties owed to this Commonwealth have been paid, if: 1. Payment is reflected in the records of the Secretary of State; and 2. Nonpayment affects the authorization of the foreign entity to transact business in this Commonwealth; (d) That its most recent annual report required by KRS 14A.6-010 or predecessor law has been filed by the Secretary of State; (e) That no certificate of withdrawal or document of similar import under prior law has been filed; and (f) Other facts of record in the office of the Secretary of State that may be requested by the applicant. (3) Subject to any qualification stated in the certificate, a certificate of authorization issued by the Secretary of State may be relied upon as conclusive evidence that the foreign entity is authorized to transact business in this Commonwealth. (4) This section shall not apply to: (a) A foreign partnership except as provided in KRS 14A.9-030(5); (b) A foreign rural telephone cooperative or foreign rural electric cooperative not obligated to qualify to transact business by filing an application for a certificate of authority or document of similar import with the Secretary of State; or (c) An individual series of a series entity. Effective: July 12, 2012 History: Amended 2012 Ky. Acts ch. 81, sec. 81, effective July 12, 2012. -- Created 2010 Ky. Acts ch. 151, sec. 21, effective January 1, 2011.

KRS 14A.2-150 Other certificates

14A.2-150. Other certificates In addition to a certificate of existence and a certificate of authorization issued pursuant to KRS 14A.2-130 and 14A.2-140, the Secretary of State, subject to KRS 14A.2-120(3), may issue additional certificates as the Secretary of State shall determine to be appropriate. Effective: January 1, 2011 History: Created 2010 Ky. Acts ch. 151, sec. 22, effective January 1, 2011.

KRS 14A.2-160 Filing by the Secretary of State -- Entity to be in good standing -- Exceptions

14A.2-160. Filing by the Secretary of State -- Entity to be in good standing -- Exceptions (1) An entity or foreign entity shall be in good standing in order for documents delivered by or on behalf of the entity or foreign entity to be filed by the Secretary of State. (2) Subsection (1) of this section shall not apply to: (a) An application to reinstate subsequent to administrative dissolution; (b) A permitted revocation of a voluntary dissolution; (c) An application for a certificate of authority filed on behalf of a foreign entity whose prior certificate of authority was revoked; or (d) A permitted amendment of the organizational filing of an entity whose period of duration has expired. (3) Notwithstanding that an entity or foreign entity is not in good standing, the registered agent may deliver for filing and the Secretary of State may file: (a) The resignation of the registered agent, the discontinuance of the registered office, or both; or (b) A change of registered office filed by the registered agent. Effective: June 8, 2011 History: Created 2011 Ky. Acts ch. 29, sec. 1, effective June 8, 2011.

KRS 14A.2-165 Veteran-owned business -- Exemption from paying filing fees for certain business documents

14A.2-165. Veteran-owned business -- Exemption from paying filing fees for certain business documents Any veteran-owned business that is organized after August 1, 2018, is exempt from paying the filing fees for: (1) Articles of incorporation, an amendment of articles of incorporation, amended and restated articles of incorporation, or a restatement of articles of incorporation under KRS Chapter 271B for a corporation or under KRS Chapter 273 for a nonprofit corporation; (2) Articles of organization, an amendment of articles of organization, a restatement of articles of organization, or an amendment and restatement of articles of organization under KRS Chapter 275 for a limited liability company; (3) A statement or renewal of statement of partnership under KRS Chapter 362; (4) A statement of partnership authority under Subchapter 1 of KRS Chapter 362; (5) A certificate of limited partnership under Subchapter 2 of KRS Chapter 362; or (6) A declaration of trust under KRS Chapter 386 for a business trust. Effective: July 15, 2020 History: Amended 2020 Ky. Acts ch. 125, sec. 3, effective July 15, 2020. -- Created 2018 Ky. Acts ch. 58, sec. 3, effective July 14, 2018.

Source: Kentucky Legislative Research Commission (legislature.ky.gov)URL: https://apps.legislature.ky.gov/law/statutes/chapter.aspx?id=37089Fetched: 10/20/2026