Kentucky Statutes 14A.2-040 – Filing of documents by county clerk
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(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 all amendments thereto; (b) Articles of organization and all amendments thereto;
(c) Certificate of limited partnership and all amendments thereto;
(d) Declaration of trust for a business trust or certificate of trust for a statutory trust and all amendments thereto;
(e) Application for a certificate of authority; (f) Amendment to a certificate of authority; (g) Withdrawal of a certificate of authority; (h) Articles of merger;
(i) A statement of change of principal office address filed pursuant to KRS
14A.5-010 or predecessor law;
(j) A statement of change of registered office or registered agent or both filed pursuant to KRS § 14A.4-020 or predecessor law; and
(k) Articles of association and all amendments thereto.
(2) The articles of incorporation of a rural electric cooperative or a rural telephone cooperative, all amendments thereto, and all articles of merger involving a rural electric cooperative or rural telephone cooperative shall be filed with the county clerk in which is maintained the principal office address.
(3) Annual reports filed with the Secretary of State pursuant to KRS § 14A.6-010 or predecessor law need not be filed with the county clerk.
(4) The county clerk shall receive a fee as provided in KRS § 64.012 for each filing made pursuant to subsection (1) or (2) of this section.
(5) The county clerk shall receive a fee pursuant to KRS § 64.012 for recording and issuing reports, articles, and statements pertaining to an entity or foreign entity.
(6) Any amendment to articles of incorporation or a certificate of limited partnership that was itself not required to be filed with the Secretary of State under the law applicable at the time of incorporation or organization shall be filed by the county clerk notwithstanding the absence of a prior filing with the Secretary of State.
Effective: July 12, 2012
History: Amended 2012 Ky. Acts ch. 81, sec. 79, effective July 12, 2012; and ch. 160, sec. 128, effective July 12, 2012. — Created 2010 Ky. Acts ch. 151, sec. 11, 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) Articles of incorporation and all amendments thereto; (b) Articles of organization and all amendments thereto;
Terms Used In Kentucky Statutes 14A.2-040
- 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
- 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
- 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
- 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 - Rural electric cooperative: means a rural electric cooperative governed as to its internal affairs by KRS §. See Kentucky Statutes 14A.1-070
- Rural telephone cooperative: means a rural telephone cooperative governed as to its internal affairs by 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.
- Statutory trust: means a trust governed as to its internal affairs by KRS Chapter
386A. See Kentucky Statutes 14A.1-070
(c) Certificate of limited partnership and all amendments thereto;
(d) Declaration of trust for a business trust or certificate of trust for a statutory trust and all amendments thereto;
(e) Application for a certificate of authority; (f) Amendment to a certificate of authority; (g) Withdrawal of a certificate of authority; (h) Articles of merger;
(i) A statement of change of principal office address filed pursuant to KRS
14A.5-010 or predecessor law;
(j) A statement of change of registered office or registered agent or both filed pursuant to KRS § 14A.4-020 or predecessor law; and
(k) Articles of association and all amendments thereto.
(2) The articles of incorporation of a rural electric cooperative or a rural telephone cooperative, all amendments thereto, and all articles of merger involving a rural electric cooperative or rural telephone cooperative shall be filed with the county clerk in which is maintained the principal office address.
(3) Annual reports filed with the Secretary of State pursuant to KRS § 14A.6-010 or predecessor law need not be filed with the county clerk.
(4) The county clerk shall receive a fee as provided in KRS § 64.012 for each filing made pursuant to subsection (1) or (2) of this section.
(5) The county clerk shall receive a fee pursuant to KRS § 64.012 for recording and issuing reports, articles, and statements pertaining to an entity or foreign entity.
(6) Any amendment to articles of incorporation or a certificate of limited partnership that was itself not required to be filed with the Secretary of State under the law applicable at the time of incorporation or organization shall be filed by the county clerk notwithstanding the absence of a prior filing with the Secretary of State.
Effective: July 12, 2012
History: Amended 2012 Ky. Acts ch. 81, sec. 79, effective July 12, 2012; and ch. 160, sec. 128, effective July 12, 2012. — Created 2010 Ky. Acts ch. 151, sec. 11, 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.