Kentucky Statutes 14A.9-030 – Application for certificate of authority
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(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 for use in this Commonwealth, a name that satisfies the requirements of KRS § 14A.3-
010;
(b) The name of the state or country under whose law it is organized; (c) Its form of organization;
(d) Its date of organization;
(e) Its period of duration or a statement that its duration is perpetual; (f) The street address of its principal office;
(g) The address of its registered office in this Commonwealth and the name of its registered agent at that office;
(h) The names and usual business addresses of:
1. The secretary, the other principal officers, and the directors, if the entity is a foreign corporation or foreign limited cooperative association;
2. Each of the general partners, if the entity is a foreign limited partnership;
3. Each of the managers, if the entity is a foreign limited liability company with managers; or
4. Each of the trustees, if the entity is a foreign business trust;
(i) If the foreign entity is a foreign limited partnership, whether it is a foreign limited liability limited partnership; and
(j) If the foreign entity is a foreign professional service corporation, a representation that all of the shareholders, not less than one-half (1/2) of the directors, and all officers other than the secretary and treasurer would be qualified persons with respect to the corporation were it incorporated in this Commonwealth.
(2) The execution of a certificate of authority shall constitute a representation by that person that the foreign entity validly exists under the laws of its jurisdiction of organization.
(3) Unless the registered agent signs the application, the foreign entity shall deliver with the application for certificate of authority the registered agent’s written consent to the appointment.
(4) A certificate of authority or document of similar import of record with the Secretary of State as of the date immediately preceding January 1, 2011, including a statement of foreign qualification, shall remain effective, but its amendment shall be governed by KRS § 14A.9-040.
(5) A foreign general partnership, being a general partnership not governed as to its internal affairs by Subchapter 1 of KRS Chapter 362, or predecessor law, may for purposes of complying with KRS § 45A.480 and KRS § 176.085 apply for and receive a
certificate of authority. The application for the certificate of authority shall satisfy the requirements of subsection (1) of this section and as well list the names and usual business addresses of each partner in the partnership.
Effective: July 12, 2012
History: Amended 2012 Ky. Acts ch. 81, sec. 85, effective July 12, 2012; and ch. 160, sec. 130, effective July 12, 2012. — Created 2010 Ky. Acts ch. 151, sec. 42, 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.
(a) The real name of the foreign entity and, if its real name is unavailable for use in this Commonwealth, a name that satisfies the requirements of KRS § 14A.3-
Terms Used In Kentucky Statutes 14A.9-030
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Business: includes every trade, occupation, and profession. See Kentucky Statutes 14A.1-070
- 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 affairs by KRS Chapter
386A. See Kentucky Statutes 14A.1-070 - Company: may extend and be applied to any corporation, company, person, partnership, joint stock company, or association. See Kentucky Statutes 446.010
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Corporation: means a business corporation governed as to its internal affairs by KRS Chapter 271B, a cooperative or association governed as to its internal affairs by KRS Chapter 272, a nonprofit corporation governed as to its internal affairs by KRS Chapter 273, and a rural electric or rural telephone cooperative corporation governed as to its internal affairs by KRS Chapter 279. See Kentucky Statutes 14A.1-070
- Directors: when applied to corporations, includes managers or trustees. See Kentucky Statutes 446.010
- Entity: means a corporation, business or statutory trust, partnership, limited partnership, limited liability company, limited cooperative association, or unincorporated nonprofit association, governed as to its internal affairs by the laws of the Commonwealth of Kentucky. See Kentucky Statutes 14A.1-070
- Foreign: when applied to a corporation, partnership, limited partnership, business trust, statutory trust, or limited liability company, includes all those incorporated or formed by authority of any other state. See Kentucky Statutes 446.010
- Foreign limited cooperative association: means a limited cooperative association that is not:
(a) Organized pursuant to the laws of the Commonwealth of Kentucky. See Kentucky Statutes 14A.1-070 - Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Organized: means organized, incorporated, or formed. See Kentucky Statutes 14A.1-070
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Partnership: means an association of two (2) or more persons to carry on as co- owners a business for profit formed under KRS §. See Kentucky Statutes 14A.1-070
- Person: means an individual, an entity, a foreign entity, or any other legal or commercial entity. See Kentucky Statutes 14A.1-070
- Principal office: means the address required by this chapter or the organic act to be of record with the Secretary of State as the principal office, the principal place of business address, the designated office of a limited partnership, or the chief executive office of a limited liability partnership. See Kentucky Statutes 14A.1-070
- Registered agent: means a registered agent appointed in accordance with KRS
14A. See Kentucky Statutes 14A.1-070 - Registered office: means the registered office identified in accordance with and
satisfying the requirements of KRS §. See Kentucky Statutes 14A.1-070 - State: when applied to a part of the United States, includes territories, outlying possessions, and the District of Columbia. See Kentucky Statutes 446.010
- Statute: A law passed by a legislature.
010;
(b) The name of the state or country under whose law it is organized; (c) Its form of organization;
(d) Its date of organization;
(e) Its period of duration or a statement that its duration is perpetual; (f) The street address of its principal office;
(g) The address of its registered office in this Commonwealth and the name of its registered agent at that office;
(h) The names and usual business addresses of:
1. The secretary, the other principal officers, and the directors, if the entity is a foreign corporation or foreign limited cooperative association;
2. Each of the general partners, if the entity is a foreign limited partnership;
3. Each of the managers, if the entity is a foreign limited liability company with managers; or
4. Each of the trustees, if the entity is a foreign business trust;
(i) If the foreign entity is a foreign limited partnership, whether it is a foreign limited liability limited partnership; and
(j) If the foreign entity is a foreign professional service corporation, a representation that all of the shareholders, not less than one-half (1/2) of the directors, and all officers other than the secretary and treasurer would be qualified persons with respect to the corporation were it incorporated in this Commonwealth.
(2) The execution of a certificate of authority shall constitute a representation by that person that the foreign entity validly exists under the laws of its jurisdiction of organization.
(3) Unless the registered agent signs the application, the foreign entity shall deliver with the application for certificate of authority the registered agent’s written consent to the appointment.
(4) A certificate of authority or document of similar import of record with the Secretary of State as of the date immediately preceding January 1, 2011, including a statement of foreign qualification, shall remain effective, but its amendment shall be governed by KRS § 14A.9-040.
(5) A foreign general partnership, being a general partnership not governed as to its internal affairs by Subchapter 1 of KRS Chapter 362, or predecessor law, may for purposes of complying with KRS § 45A.480 and KRS § 176.085 apply for and receive a
certificate of authority. The application for the certificate of authority shall satisfy the requirements of subsection (1) of this section and as well list the names and usual business addresses of each partner in the partnership.
Effective: July 12, 2012
History: Amended 2012 Ky. Acts ch. 81, sec. 85, effective July 12, 2012; and ch. 160, sec. 130, effective July 12, 2012. — Created 2010 Ky. Acts ch. 151, sec. 42, 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.