Title III, Executive Branch

This chapter shall be known and may be cited as the Kentucky Business Entity Filing Act.

Each entity and each foreign entity is subject to the provisions of this chapter.

The Secretary of State shall have the power reasonably necessary to perform the duties required by this chapter.

(1) The Secretary of State may propound to any entity or foreign entity that the Secretary of State has reason to believe is subject of the provisions of this chapter, and to any authorized representative thereof including a registered agent, such written interrogatories as may b…

(1) If an entity or foreign entity fails or refuses to answer truthfully and fully within the time prescribed to any interrogatories propounded by the Secretary of State, the Secretary of State may with respect to that entity initiate its administrative dissolution or, with respe…

Interrogatories propounded by the Secretary of State and the answers thereto shall not be open to public inspection, nor shall the Secretary of State disclose any facts or information descried therefrom except insofar as the Secretary of State's official duty may require the same…

As used in this chapter, unless the context otherwise requires: (1) "Business" includes every trade, occupation, and profession; (2) "Business trust" means a business trust governed as to its internal affairs by KRS Chapter 386 or a statutory trust governed as to its internal aff…

(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 Stat…

(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 authoriz…

(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 …

(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…

(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 cha…

(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 r…

(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 …

(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: …

(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 Secret…

(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.…

(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 …

(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 Sta…

(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…

(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; (…

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.

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 sub…

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…

(1) Except as authorized by subsection (24) of this section, the real name of an entity or foreign entity shall be distinguishable from any name of record with the Secretary of State. (2) The real name of a corporation or nonprofit corporation: (a) 1. Shall end with the word "cor…

(1) A person may reserve the exclusive use of a name, including a fictitious name for a foreign entity whose real name is not available, by delivering an application to the Secretary of State for filing. The application shall set forth the real name and address of the applicant a…

(1) A foreign entity may register its real name, or its real name with any addition required by KRS 14A.3-010, if the name is distinguishable upon the records of the Secretary of State. (2) A foreign entity shall register its real name, or its real name with any addition required…

(1) If the real name of a foreign entity does not satisfy the requirements of KRS 14A.3- 010 as would apply were the foreign entity organized in this Commonwealth, the foreign entity seeking to obtain or maintain a certificate of authority to transact business in this Commonwealt…

Each entity and each foreign business entity that has qualified to transact business, if transacting business under other than its real or a duly adopted fictitious name, shall comply with KRS 365.015.

(1) Each entity and each foreign entity qualified to transact business in this Commonwealth shall continuously maintain in this Commonwealth: (a) A registered office that may be the same as any of its places of business; and (b) A registered agent, who may be: 1. An individual wh…

(1) An entity or foreign entity may change its registered office or registered agent or both by delivering a statement of change to the Secretary of State for filing that sets forth: (a) The name of the entity or foreign entity; (b) The street address of its current registered of…

(1) A registered agent may resign the appointment by signing and delivering a statement of resignation to the Secretary of State for filing that may also provide that the registered office is discontinued. (2) After filing the statement, the Secretary of State shall mail one (1) …

(1) An entity's or foreign entity's registered agent shall be its agent for service of process, notice, or demand required or permitted by law to be served on the entity or foreign entity. (2) If an entity or foreign entity has no registered agent, or the agent cannot with reason…

The duties of a registered agent are to: (1) Forward to the entity or foreign entity for which it is the registered agent any service of process, notice, or demand received on its behalf; and (2) Collect and maintain the information described in KRS 14A.4-010(3).

Excepting the actions provided in KRS 452.400, 452.405, 452.410, 452.415, 452.420, 452.430, 452.440, 452.445, 452.465, and 452.475, an action against an entity or foreign entity that maintains a registered office may be brought in the county in which the office is situated.

(1) An entity required in its organizational filing to identify its principal office or a foreign entity qualified to transact business that changes the mailing address of its principal office shall deliver to the Secretary of State for filing, on a form supplied by the Secretary…

(1) Each entity and each foreign entity authorized to transact business in this Commonwealth shall deliver to the Secretary of State for filing an annual report that sets forth: (a) The name of the entity or foreign entity and the state or country under whose law it is organized;…

(1) The Secretary of State may commence a proceeding to administratively dissolve an entity: (a) If the entity does not deliver for filing its annual report with the Secretary of State by the due date thereof; (b) If the entity is without a registered office or registered agent i…

(1) If the Secretary of State determines that one (1) or more grounds exist for the administrative dissolution of an entity, the Secretary of State shall advise the entity of that determination. (2) If the entity does not within sixty (60) days from the date on which the notice w…

(1) An entity administratively dissolved under KRS 14A.7-020 or predecessor law may apply to the Secretary of State for reinstatement at any time after the effective date of dissolution. The application shall: (a) Recite the name of the entity and the effective date of its admini…

(1) If the Secretary of State denies an entity's application for reinstatement the Secretary of State shall notify the entity and provide the reason or reasons for denial, which notification may be accomplished electronically. (2) The entity may appeal the denial of reinstatement…

(1) An entity, upon the expiration of its period of duration as set forth in its organic filing, may in the sixty (60) day period thereafter amend its organic filing to extend its period of duration or to delete its period of duration, which amendment shall relate back to the day…

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 t…

(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…

(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…

(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 certi…

(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 va…

(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 su…

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…

(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 enti…