Foreign Qualification Application

Kentucky Foreign Qualification Application

Official Filing

Use the Kentucky Secretary of State's current Certificate of Authority — Foreign Business Entity (Form FBE). A foreign entity must obtain authority before transacting business in Kentucky unless an exemption applies. See KRS § 14A.9-010.

This worksheet supports corporations, nonprofit corporations, professional service corporations, business trusts, statutory trusts, limited liability companies, professional limited liability companies, nonprofit LLCs, limited partnerships, limited cooperative associations, and other foreign entity types listed on Form FBE.

1. Qualification Review

Under KRS § 14A.9-010(2)–(3), activities that do not by themselves constitute transacting business include:

• maintaining, defending, or settling a proceeding;
• conducting internal-affairs meetings or activities;
• maintaining bank accounts;
• maintaining offices or agencies concerning the entity's own securities;
• selling through independent contractors;
• soliciting orders requiring acceptance outside Kentucky;
• creating or acquiring indebtedness, mortgages, or security interests;
• securing or collecting debts or enforcing mortgages or security interests;
• owning real or personal property, without more;
• completing an isolated transaction within 30 days outside a course of repeated similar transactions; and
• transacting business in interstate commerce.

☐ Describe the proposed Kentucky activities: [________________________________]

☐ Obtain legal review if relying on an exemption. The statutory list is nonexclusive and does not determine tax, service-of-process, or other regulatory contacts.

2. Pre-Filing Checklist

☐ Identify the exact real name and entity type.

☐ Confirm the state or country of organization, organization date, and duration.

☐ Search Kentucky records for name availability.

☐ If the real name is unavailable or does not satisfy Kentucky's entity-name rules, select a fictitious or supplemented Kentucky name under KRS § 14A.3-040.

☐ Gather the principal-office street address.

☐ Select a Kentucky registered office and registered agent that satisfy KRS § 14A.4-010.

☐ Obtain the agent's signature on Form FBE or separate written consent.

☐ Gather the representatives required for the selected entity type.

☐ Prepare the current $90 filing fee.

The current Form FBE does not require a certificate of existence or good standing as an attachment. Execution of the application represents that the foreign entity validly exists under its organizing law. See KRS § 14A.9-030(2).

3. Form FBE Worksheet

A. Entity Type

Select one:

☐ Profit corporation

☐ Nonprofit corporation

☐ Professional service corporation

☐ Business trust

☐ Statutory trust

☐ Limited liability company

☐ Professional limited liability company

☐ Nonprofit LLC

☐ Limited partnership

☐ Limited cooperative association

☐ Other: [________________________________]

B. Identity and Organization

C. Registered Office and Agent

The registered office must have a Kentucky street address; a post-office box alone is insufficient. The registered agent's business address must match the registered office. The filing entity may not act as its own agent.

D. Required Representatives

Complete the category applicable to the selected entity type under KRS § 14A.9-030(1)(h):

• corporation or limited cooperative association: secretary, other principal officers, and directors;
• manager-managed LLC: each manager;
• limited partnership: each general partner; or
• business trust or statutory trust: each trustee.

☐ If an LLC, check the Form FBE box if manager-managed.

☐ If a limited partnership, check the Form FBE box if electing limited-liability-limited-partnership status.

☐ If a professional service corporation, complete the licensing representation stated on Form FBE and in KRS § 14A.9-030(1)(j).

E. Current Form Disclosure

☐ If applicable, complete the Form FBE disclosure concerning a retailer of authorized nicotine vapor products as defined by KRS § 438.305(2).

F. Execution

☐ Confirm that the entity validly exists under the law of its organizing jurisdiction.

I declare under penalty of perjury under Kentucky law that the foregoing is true and correct.

G. Registered Agent Consent

I consent to serve as registered agent for [ENTITY NAME].

4. Filing Assembly

☐ Completed and signed Form FBE.

☐ Registered agent consent on Form FBE or in a separate written statement.

☐ One exact or conformed copy if filing by mail or in person.

☐ $90 filing fee; make a check payable to Kentucky State Treasurer.

The current Form FBE states that the filing becomes effective on the date and time of filing. It does not provide a delayed-effective-date election.

5. Continuing Compliance

☐ Retain the filed application and certificate of authority.

☐ Continuously maintain a Kentucky registered office and registered agent.

☐ File the first annual report between January 1 and June 30 of the year after authorization and subsequent reports during that period each year. See KRS § 14A.6-010.

☐ Pay the current $15 annual-report fee.

☐ Register for applicable Kentucky tax, employer, professional, industry, and local accounts.

6. Amendments

Under KRS § 14A.9-040, an authorized foreign entity must obtain an amended certificate when information required in the original application changes. Use current Form FCA, with a $40 filing fee, for changes identified on that form, including:

☐ Domicile name

☐ Name used in Kentucky

☐ Jurisdiction of organization

☐ Period of duration

☐ Form of organization

☐ LLC management type

Use the separate statutory procedures for principal-office and Kentucky registered-agent or registered-office changes.

7. Revocation

Under KRS § 14A.9-070, grounds include an untimely annual report; lacking a registered office or agent for 60 days or more; failure to comply with the registered-agent or office change requirement; a knowingly and intentionally false material filing; or official notice that the foreign entity dissolved or disappeared through merger.

The Secretary of State mails written notice to the principal-business address. The foreign entity has 60 days after mailing to correct or disprove each ground before authority may be revoked. See KRS § 14A.9-080.

The Secretary of State's annual-report guidance directs a revoked foreign entity to requalify by filing a new certificate-of-authority application. It does not provide the $100 domestic-entity reinstatement procedure for a revoked foreign entity.

8. Withdrawal

Use current Form WFE, with a $40 filing fee, to withdraw under KRS § 14A.9-060.

Form WFE becomes effective upon filing. Neither the statute nor current form requires a tax-clearance or home-jurisdiction certificate as an attachment.

9. Consequences of Transacting Without Authority

Under KRS § 14A.9-020, an unqualified foreign entity:

• may not maintain a Kentucky court proceeding until it obtains authority;
• may have its proceeding stayed while qualification is determined or completed;
• is liable for a civil penalty of $2 for each day it transacts business without authority; and
• does not lose the validity of its acts or the ability to defend a Kentucky proceeding solely because it lacks authority.

The statute does not state a $1,000 annual cap or separately impose all back fees and taxes as a qualification penalty.

Sources and References

• KRS § 14A.3-010 — Entity name
• KRS § 14A.3-040 — Name of foreign entity
• KRS § 14A.4-010 — Registered office and agent
• KRS § 14A.6-010 — Annual report
• KRS § 14A.9-010 — Authority and exempt activities
• KRS § 14A.9-020 — Consequences
• KRS § 14A.9-030 — Application
• KRS § 14A.9-040 — Amendment
• KRS § 14A.9-050 — Effect
• KRS § 14A.9-060 — Withdrawal
• KRS § 14A.9-070 — Revocation grounds
• KRS § 14A.9-080 — Revocation procedure
• Kentucky Secretary of State Form FBE
• Kentucky Secretary of State Form FCA
• Kentucky Secretary of State Form WFE
• Kentucky Secretary of State fee schedule
• Kentucky Secretary of State annual-report guidance