FOREIGN QUALIFICATION APPLICATION

(Application for Authority to Transact Business in the Commonwealth of Kentucky)

[// GUIDANCE: This template is designed for use by out-of-state corporations, limited liability companies, limited partnerships, or other statutorily recognized entities (“Foreign Entities”) seeking authority to transact business in Kentucky pursuant to KRS Chapter 14A and the entity-specific governing statute (e.g., KRS 271B for business corporations, KRS 275 for LLCs, KRS 362 for LPs). Customize brackets, attach all required certificates, and confirm current filing fees with the Kentucky Secretary of State prior to submission.]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions (Application Terms)
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

1.1 Title. Foreign Qualification Application (Application for Certificate of Authority).

1.2 Applicant.
 (a) Legal Name: [ENTITY_NAME] (the “Applicant”).
 (b) Entity Type: [CORPORATE_FORM] (e.g., corporation, LLC, LP).
 (c) State or Country of Organization: [STATE_OF_DOMICILE].
 (d) Date of Organization: [DATE_OF_ORGANIZATION].

1.3 Filing Office. Office of the Secretary of State of the Commonwealth of Kentucky (the “Secretary”).

1.4 Effective Date. The certificate of authority shall become effective on the date and time stamped by the Secretary upon acceptance, or on [DELAYED_EFFECTIVE_DATE] if a delayed effective date is permitted and elected.

1.5 Recitals.
 WHEREAS, the Applicant is duly organized, validly existing, and in good standing under the laws of its state or country of organization; and
 WHEREAS, the Applicant proposes to transact business within the Commonwealth of Kentucky and must therefore obtain a certificate of authority pursuant to Ky. Rev. Stat. Ann. § 14A.9-010 et seq.;

NOW, THEREFORE, the Applicant hereby submits this Foreign Qualification Application (this “Application”) to the Secretary and agrees to the following terms and conditions.

II. DEFINITIONS

For purposes of this Application, capitalized terms have the meanings set forth below:

“Applicant” – the Foreign Entity identified in Section 1.2.
“Certificate of Authority” – the evidence of authorization issued by the Secretary upon acceptance of this Application.
“Foreign Entity” – an entity formed under laws other than those of Kentucky.
“Principal Office” – the principal executive office address of the Applicant.
“Registered Agent” – the individual or business entity in Kentucky appointed to receive service of process on behalf of the Applicant pursuant to KRS § 14A.4-010.
“Registered Office” – the street address in Kentucky where the Registered Agent is located.
“Secretary” – the Kentucky Secretary of State.

[// GUIDANCE: Add any additional defined terms used in customized clauses.]

III. OPERATIVE PROVISIONS

3.1 Required Information to be Set Forth in Application.
 (a) Principal Office Address: [PRINCIPAL_OFFICE_ADDRESS].
 (b) Registered Agent Name: [KY_REGISTERED_AGENT_NAME].
 (c) Registered Office Address: [KY_REGISTERED_OFFICE_ADDRESS] (must be a Kentucky street address).
 (d) Mailing Address (if different): [MAILING_ADDRESS].
 (e) Names & Business Addresses of Directors/Managers/General Partners: [DIRECTORS_OR_MANAGERS_TABLE].
 (f) Duration of the Applicant: [PERPETUAL_OR_TERM].
 (g) Kentucky Purpose: The Applicant’s business in Kentucky is [NATURE_OF_KY_BUSINESS].
 (h) Stock/Ownership Information (if applicable): [AUTHORIZED_SHARES_OR_UNITS].
 (i) Certificate of Existence/Good Standing from Domicile Jurisdiction dated within 60 days of filing (attached hereto as Exhibit A).

3.2 Fees. Applicant shall tender the statutory filing fee of [FILING_FEE] and any additional expedited service fees selected.

3.3 Conditions Precedent. Acceptance of this Application by the Secretary is conditioned upon:
 (a) completeness and accuracy of the information provided;
 (b) payment in collected funds of all fees; and
 (c) attachment of all required supporting documentation.

IV. REPRESENTATIONS & WARRANTIES

4.1 Organization & Good Standing. The Applicant represents that it is duly organized, validly existing, and in good standing under the laws of [STATE_OF_DOMICILE], as evidenced by the certificate attached as Exhibit A.

4.2 Authority. The Applicant warrants that its governing body has duly authorized the execution and filing of this Application.

4.3 Accuracy. The Applicant represents that all statements contained herein and in any attachments are true, correct, and complete as of the date executed.

4.4 Compliance With Law. The Applicant represents that, upon issuance of the Certificate of Authority, it will comply with all applicable provisions of Kentucky law, including tax registration and annual reporting requirements.

4.5 Survival. The representations and warranties set forth in this Article IV shall survive the issuance, suspension, or revocation of the Certificate of Authority.

V. COVENANTS & RESTRICTIONS

5.1 Annual Report. The Applicant shall file a Kentucky Annual Report and pay the associated fee on or before June 30 of each year following the calendar year of qualification.

5.2 Registered Agent and Office Maintenance. The Applicant covenants to continuously maintain a Registered Agent and Registered Office in Kentucky. Any change shall be filed with the Secretary within the statutory period.

5.3 Tax Compliance. The Applicant shall register with the Kentucky Department of Revenue and remain current on all tax obligations.

5.4 Reporting Changes. The Applicant shall promptly file amendments to this Application if (a) its legal name, (b) its jurisdiction of organization, (c) its entity type, or (d) the duration of the entity changes.

5.5 Prohibited Activities. The Applicant shall not engage in any business activities in Kentucky that it is unauthorized to conduct under applicable federal or state law.

VI. DEFAULT & REMEDIES

6.1 Events of Default. Each of the following constitutes an “Event of Default”:
 (a) Failure to file the Annual Report when due;
 (b) Failure to maintain a Registered Agent for 60 consecutive days;
 (c) Failure to pay any fees, taxes, or penalties owing to the Commonwealth;
 (d) Any materially false statement contained in this Application.

6.2 Notice & Cure. Upon the occurrence of an Event of Default, the Secretary may provide written notice to the Applicant at its Principal Office or Registered Office. The Applicant shall have 60 days from the date of notice to cure such default unless a shorter statutory period applies.

6.3 Remedies. If the Applicant fails to timely cure an Event of Default, the Secretary may administratively revoke the Certificate of Authority, thereby prohibiting the Applicant from transacting business in Kentucky and subjecting it to statutory penalties.

6.4 Reinstatement. An entity whose Certificate of Authority has been administratively revoked may apply for reinstatement within the statutory period by (a) curing all defaults, (b) filing the requisite reinstatement form, and (c) paying all delinquent fees and penalties.

VII. RISK ALLOCATION

[// GUIDANCE: The metadata specifies no indemnification or liability-cap provisions are required. This section is intentionally minimal.]

7.1 Disclaimer of Commonwealth Liability. Acceptance of this Application by the Secretary shall not be construed as the Commonwealth’s endorsement of the Applicant’s activities, nor shall the Commonwealth incur any liability thereby.

7.2 Force Majeure. The Applicant’s obligations under Kentucky law are not excused by events of force majeure, except to the extent expressly provided by statute.

VIII. DISPUTE RESOLUTION

8.1 Governing Law. This Application and any disputes arising hereunder shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky, without regard to conflict-of-laws principles.

8.2 Forum Selection. The parties agree that the Business Court Division of the Kentucky state courts located in [COUNTY] shall have exclusive jurisdiction over any action relating to this Application or the Applicant’s authority to transact business in Kentucky.

8.3 Arbitration; Jury Waiver; Injunctive Relief. Not applicable per metadata.

IX. GENERAL PROVISIONS

9.1 Amendments & Corrections. Amendments to this Application shall be filed on the prescribed form and become effective upon acceptance by the Secretary.

9.2 Assignment. Authority granted hereunder is entity-specific and non-assignable. Any attempted assignment is void.

9.3 Severability. If any provision of this Application is determined by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

9.4 Integration. This Application, together with all attachments, constitutes the entire submission required for foreign qualification under Kentucky law.

9.5 Electronic Signatures. Signatures affixed or transmitted in compliance with Ky. Rev. Stat. Ann. § 14A.1-840 are deemed original for all purposes.

9.6 Counterparts. This Application may be executed in multiple counterparts, each of which shall be deemed an original and all of which together constitute one instrument.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned affirms under penalty of perjury that the statements contained herein are true and correct and that he or she has authority to execute this Application on behalf of the Applicant.

[Optional Notary Block if required**]
State of __ | County of _
Subscribed and sworn before me on this day of __________, 20, by ____.
Notary Public ____
My commission expires: ___

EXHIBITS & ATTACHMENTS

Exhibit A – Certificate of Existence/Good Standing (Home Jurisdiction)
Exhibit B – If applicable, Kentucky Department of Revenue Tax Registration Receipt
Exhibit C – Additional Supporting Documents (if any)

[// GUIDANCE: Kentucky permits withdrawal by filing a Certificate of Withdrawal (KRS § 14A.9-060) after (i) settling Kentucky liabilities and (ii) filing all reports/fees due. Provide clients with the Secretary’s form and confirm tax clearance prerequisites before attempting withdrawal.]

END OF TEMPLATE