Corporation Registered-Agent Change and Resignation Requirements in Kentucky
At a glance
| Governing law, entity, agent, and scope | Kentucky Business Corporation Act, ch. 271B, plus common ch. 14A filing, office, agent, service, annual-report, and dissolution rules; ordinary domestic private business corporation, not nonprofit, foreign, LLC, partnership, cooperative, regulated, or provider-contract tracks (§ 271B.1-010; §§ 14A.4-010 to -040) |
|---|---|
| Continuous agent and office; eligibility | Continuously maintain Kentucky office and agent. Agent may be Kentucky- resident individual or domestic/qualified foreign entity, with business address identical to office. Current form requires physical location, bars P.O.-box-only and self-agent entity, and written appointment acceptance (§ 14A.4-010; Form RAC) |
| Corporation change authority and internal approval | Entity may change office, agent, or both by statement; no board/shareholder approval recital. Board chair, president, another officer, or duly authorized representative signs; court fiduciary fallback applies (§§ 14A.4-020, 14A.2-020) |
| Statement contents, signer, consent, and filing | Entity name, current/new office street addresses, current/new agent, successor's written consent, and identical-address statement. Current Form RAC adds perjury declaration, online or one paper copy, and agent signature; no notary or delayed-date field (§ 14A.4-020; Form RAC) |
| Registered-office and agent-office address rules | Kentucky registered office may share an entity business place but must be the same street/business address as agent. Current form requires street or specific physical location, says P.O. box insufficient, and states no registered-agent hours rule (§§ 14A.4-010 to -020; Form RAC) |
| Agent-initiated, bulk, and commercial-agent changes | Agent moving business address must notify each represented entity in writing, file compliant statement, and recite notice; $10 per affected entity, capped at $2,000. No agent-name or commercial-listing route stated (§ 14A.4-020(2); § 14A.2-060(1)(i)) |
| Agent resignation, notice, delay, and successor gap | Agent signs and files, may discontinue office; SOS mails copies to continuing office and principal office. Ends earlier of successor/office appointment or day 31; no agent-to-entity pre-notice stated. Current paper form uses one copy and no fee (§ 14A.4-030; Form SRA) |
| Effective time, fee, report, and correction routes | Entity change and new appointment effective on filing, with no delayed field; $10 corporation change, $10 per agent-move entity/$2,000 cap, resignation free. Annual report confirms but cannot change agent/office; correction is $15 and generally relates back subject to reliance (§§ 14A.4-020, 14A.2-060, 14A.2-090, 14A.6-010; SOS materials) |
| Service, default, dissolution, foreign, and contract boundaries | If no agent or reasonable-diligence service fails, registered/certified mail goes to principal office and appropriate recipient; perfects on earliest receipt, signed return, or day 5. Sixty-day lapse/change-notice grounds, then 60-day notice cure before dissolution; agent authority survives dissolution. Other service, foreign, contract, and reinstatement tracks separate (§§ 14A.4-040, 14A.7-010 to -020) |
Requirements one by one
The office, agent, and communications contact are three records
KRS § 14A.4-010 requires the corporation to maintain a Kentucky registered office and agent continuously. An individual agent resides in Kentucky; an entity agent is domestic or qualified to transact business here. In either case, the agent's business address and registered office must be identical. Current Form RAC requires a street address or other physical Kentucky location, treats a P.O. box alone as insufficient, and says the filing entity may not serve as its own agent.
The corporation separately gives the agent a current natural-person communications contact: name, business address, and business telephone. The agent keeps that record in paper or electronic form. Failure to provide a current contact is itself a statutory reason the agent may resign.
The corporation files current-and-new fields with consent
Under KRS § 14A.4-020, the statement gives the entity name, current registered- office street address and agent, any new office and agent, the new agent's written consent, and a statement that the registered and agent-business addresses will be identical after the change.
The section does not require a board or shareholder approval recital. KRS § 14A.2-020 permits the board chair, president, another officer, or a duly authorized representative to execute a corporation filing, with a court-fiduciary fallback. Current Form RAC adds the signer/date and perjury declaration, the new agent's consent signature, one paper copy for mail or in-person filing, and an online route. It does not require notarization.
The agent's own move changes every matching registered office
When the agent changes business address, KRS § 14A.4-020(2) requires it to notify each represented entity in writing, file the same compliant statement, and recite that notice. Because the agent and office addresses must remain identical, the filing changes the represented entity's registered office too. The statute states no minimum advance-notice period.
KRS § 14A.2-060 charges $10 for each affected entity but caps the total at $2,000. The complete common agent provisions supply no agent-name update or commercial-agent listing that automatically changes every record through a separate profile.
Resignation ends on the successor filing or day 31
The agent signs and files a statement and may state that the registered office is discontinued. The Secretary of State then mails one copy to the office if it continues and the other to the corporation's principal office. KRS § 14A.4-030 ends the appointment on the earlier of a successor appointment, including a new office if applicable, or the thirty-first day after filing.
The section states no agent-to-corporation prefiling notice requirement. Current Form SRA confirms the agent signature, day-31 outside date, one paper copy, and no filing fee.
The dedicated statement controls timing and the annual-report boundary
The corporation's statement and successor appointment are effective when the Secretary of State files the statement. That specific KRS § 14A.4-020 rule and Form RAC's lack of a delayed-date field mean the general delayed-effect provision does not create a delayed entity-change option. The filing fee is $10; an agent's resignation is free.
An annual report lists the current office and agent, and KRS § 14A.6-010 allows amendment of report information. But the Secretary of State expressly says the annual-report postcard cannot change principal or registered-agent/office data; those changes use the separate RAC statement. A filed inaccuracy or execution/ transmission defect instead uses $15 Articles of Correction under KRS § 14A.2-090, generally relating back except against an adversely affected person who relied on the uncorrected record.
A lapse affects service before it reaches dissolution
KRS § 14A.4-040 makes the agent the service recipient. If there is no agent or reasonable diligence fails, registered or certified mail, return receipt requested, may be addressed to the principal office and the appropriate person or office. Service is perfected at the earliest of actual receipt, the signed return date, or five days after a properly addressed, postage-paid mailing. Other lawful service methods remain available.
The first default clock is 60 days without an office or agent, or 60 days without notifying the Secretary of State of a change, discontinuance, or resignation (KRS § 14A.7-010). After the Secretary advises the corporation of the ground, KRS § 14A.7-020 provides another 60 days to cure or disprove it before administrative dissolution. Dissolution limits activity to winding up but does not terminate a still-existing agent's authority.
What trips people up
- The communications contact is not another public registered agent. It is the natural-person contact the corporation keeps current with its agent.
- The entity's $10 RAC filing and the agent's mass-address filing are different routes. The latter costs $10 per affected entity, up to $2,000.
- Form SRA prints day 31, but the statute also accelerates termination when a successor and any needed office are appointed.
- The annual-report postcard does not replace the statement of change, even though the report displays the agent and office.
Common questions
May the corporation itself be its registered agent?
Current Form RAC says the company seeking formation may not act as its own registered agent. An individual owner or officer can serve only by independently meeting Kentucky residence, physical-address identity, and consent requirements.
Can the registered office be only a P.O. box?
No. The current form requires a Kentucky street address or other specific physical location and says a post-office box is insufficient.
Must the corporation give the agent a phone contact?
Yes. The corporation provides and updates the business telephone number, name, and business address of a natural person authorized to receive agent communications.
Does appointment of a successor shorten resignation?
Yes. The appointment ends on the earlier of the successor appointment, with an office if needed, or day 31 after the resignation filing.
Statutes and sources
- KRS § 271B.1-010; §§ 14A.2-020, 14A.2-060, and 14A.2-090. Business- corporation scope, signer, fees, and correction. Official Kentucky LRC URLs and verbatim text are recorded above (accessed August 23, 2026).
- KRS §§ 14A.4-010 to 14A.4-040. Continuous office and agent, communications contact, entity and agent changes, resignation, and service. Official Kentucky LRC URLs and verbatim text are recorded above (accessed August 23, 2026).
- KRS §§ 14A.6-010, 14A.7-010, and 14A.7-020. Annual-report boundary and administrative-dissolution clocks. Official Kentucky LRC URLs and verbatim text are recorded above (accessed August 23, 2026).
- Kentucky Secretary of State Forms RAC and SRA; Annual Reports page. Current fields, physical-address and consent instructions, filing channels, fees, resignation form, and separate-change requirement; official URLs and verbatim excerpts are recorded above (accessed August 23, 2026).
Source links
Every statute quoted above, linked, with the date we checked it.
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