Kentucky Statutes 14A.2-140 – Certificate of authorization
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(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;
(b) That the foreign entity is authorized to transact business in this
Commonwealth;
(c) That all fees, taxes, and penalties owed to this Commonwealth have been paid, if:
1. Payment is reflected in the records of the Secretary of State; and
2. Nonpayment affects the authorization of the foreign entity to transact business in this Commonwealth;
(d) That its most recent annual report required by KRS § 14A.6-010 or predecessor law has been filed by the Secretary of State;
(e) That no certificate of withdrawal or document of similar import under prior law has been filed; and
(f) Other facts of record in the office of the Secretary of State that may be requested by the applicant.
(3) Subject to any qualification stated in the certificate, a certificate of authorization issued by the Secretary of State may be relied upon as conclusive evidence that the foreign entity is authorized to transact business in this Commonwealth.
(4) This section shall not apply to:
(a) A foreign partnership except as provided in KRS § 14A.9-030(5);
(b) A foreign rural telephone cooperative or foreign rural electric cooperative not obligated to qualify to transact business by filing an application for a certificate of authority or document of similar import with the Secretary of State; or
(c) An individual series of a series entity.
Effective: July 12, 2012
History: Amended 2012 Ky. Acts ch. 81, sec. 81, effective July 12, 2012. — Created
2010 Ky. Acts ch. 151, sec. 21, effective January 1, 2011.
(2) A certificate of authorization shall set forth:
Terms Used In Kentucky Statutes 14A.2-140
- 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
- Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
- 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 rural electric cooperative: means a rural electric cooperative organized otherwise than under 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
- Series entity: means an entity or a foreign entity authorized and enabled by its organic act and organizational filing to create series having separate rights, powers, or duties with respect to specific property or obligations of the series entity, or the profits and losses associated with specific property or obligations. 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
(a) The foreign entity’s real name and, if applicable, its fictitious name as adopted for use in this Commonwealth;
(b) That the foreign entity is authorized to transact business in this
Commonwealth;
(c) That all fees, taxes, and penalties owed to this Commonwealth have been paid, if:
1. Payment is reflected in the records of the Secretary of State; and
2. Nonpayment affects the authorization of the foreign entity to transact business in this Commonwealth;
(d) That its most recent annual report required by KRS § 14A.6-010 or predecessor law has been filed by the Secretary of State;
(e) That no certificate of withdrawal or document of similar import under prior law has been filed; and
(f) Other facts of record in the office of the Secretary of State that may be requested by the applicant.
(3) Subject to any qualification stated in the certificate, a certificate of authorization issued by the Secretary of State may be relied upon as conclusive evidence that the foreign entity is authorized to transact business in this Commonwealth.
(4) This section shall not apply to:
(a) A foreign partnership except as provided in KRS § 14A.9-030(5);
(b) A foreign rural telephone cooperative or foreign rural electric cooperative not obligated to qualify to transact business by filing an application for a certificate of authority or document of similar import with the Secretary of State; or
(c) An individual series of a series entity.
Effective: July 12, 2012
History: Amended 2012 Ky. Acts ch. 81, sec. 81, effective July 12, 2012. — Created
2010 Ky. Acts ch. 151, sec. 21, effective January 1, 2011.