Registering a foreign LLC in Kentucky, following the penalty clock

The clock starts the first day the LLC transacts business in Kentucky with no certificate. Each day after that adds $2 to what the state may collect, and the LLC cannot bring a case in a Kentucky court. If you already know your Kentucky work goes beyond a bank account or a single sale, skip the penalty talk and start the filing. The trigger page helps if you are unsure.

The name on the form must match the home record. Kentucky also requires the name to meet the ending rules in its name statute, KRS 14A.3-010, which means a recognizable LLC designation. If the home name is unavailable in Kentucky, item 3 of the form lets you enter a different name for use here. Reserving a name for 120 days costs $15, and registering one costs $36, but most foreign LLCs use their home name and pay neither.

The form has 13 numbered statements and fits on one page. Item 1 is the entity type, item 2 the home name, item 3 the optional Kentucky name, item 4 the home jurisdiction, item 5 the formation date and duration, item 6 the principal office, item 7 the registered office and agent, and item 8 the representatives. The rest cover professional corporations, the home-state certification, limited liability limited partnerships, manager-managed LLCs and nicotine vapor retailers. The Form FBE page goes through each.

The online route is the FastTrack system's application page. You pick the entity type, enter the statements and pay $90. No paper copies are needed online. By mail or in person, one exact or conformed copy of the application and the fee go to the Division of Business Filings at Michael Adams, Secretary of State, P.O. Box 718, Frankfort, KY 40602-0718, with checks payable to the Kentucky State Treasurer.

A further copy of the application, the statute says, is lodged with the clerk of the county containing the registered office. To produce it, the Secretary of State's instructions say to print the filing from the organization search tool and take it to the clerk. KRS 64.012 prices the copy at $33 for a filing within 5 pages, with $3 for each page past that and $4 for each added reference.

A new registered agent or office goes on Form RAC for $10. A new principal office address goes on Form POC for $10. A change to any other application item, such as the Kentucky name or manager versus member management, is made by amended certificate on Form FCA for $40. The agent can also resign by filing a statement at no charge, and the appointment ends on the earlier of a successor taking over or the thirty-first day.

To leave, a company files a certificate of withdrawal, Form WFE, for $40. It says the company has stopped working here, ends its agent's authority to take service, and routes process for Kentucky-era claims to the Secretary of State. The Form WFE page has the detail.

A professional LLC ticks its own box on item 1 and a professional service corporation completes item 9 with a statement about who owns and runs it. A limited partnership may elect to be a limited liability limited partnership in item 11. Corporations and nonprofits list officers and directors in item 8. A foreign limited liability partnership does not use Form FBE at all; it files a statement of foreign qualification, billed at $90. The fee for the entity types that do use the form is the same $90.

Ask the agent whether it will be at the registered office address during normal hours, how it will send you papers it receives, and who at the company it should call. Ask what it charges to resign or to move. Then give it the communications contact the statute requires, and tell it whom to alert if your own staff change.

The Secretary of State takes cash, check, a prepaid account, or a debit or credit card issued by an approved issuer. An online filer pays on submission, and a paper filer sends a check payable to the Kentucky State Treasurer. Registering and filing the first annual report comes to $105 in Kentucky charges, and $138 once a county clerk copy of up to 5 pages is added.

• Naming the company itself as its registered agent.
• Giving a PO box for the registered office.
• Omitting the agent's consent, so the appointment is not effective.
• Letting the annual report slip past June 30.
• Changing the agent without filing the statement of change, so the state's record points to someone who no longer serves.
• Forgetting the county clerk copy.

While the certificate is valid, the LLC and a comparable Kentucky entity stand on equal terms, with matching duties, limits, penalties and liabilities. Regulating the LLC's organization or internal affairs stays outside Kentucky's reach. The annual report page and the registered agent page cover the yearly duties.