Kentucky Foreign Registration›Fines and revocation
The daily fine, the court bar and revocation for a foreign LLC in Kentucky
A foreign LLC working in Kentucky with no certificate of authority is charged $2 for every day, is shut out of Kentucky courts as a plaintiff until it has the certificate, and can later lose the certificate by missing the annual report.
What KRS 14A.9-020 says
The section has five parts. Until it holds a certificate, the unauthorized entity may not keep a lawsuit going in any Kentucky court. A successor to the entity, or a person who took assignment of its cause of action, is barred in the same way. A court may stay a case brought by the entity until it decides whether a certificate is required, and if it is, until one is obtained. The entity owes the daily penalty, which the Secretary of State may collect. And none of this undoes the entity's acts or stops it from defending a case.
What the daily penalty adds up to
| Days without a certificate | Penalty at the daily rate |
|---|---|
| 30 | $60 |
| 90 | $180 |
| 180 | $360 |
| 365 | $730 |
The statute says the penalty accrues for each day the entity transacts business without a certificate. The counts above are simple multiples of $2.
Why the court bar costs more than the fine
A company with an unpaid customer in Kentucky can find that the courthouse is closed to it until it files Form FBE, and the same is true of anyone who buys its receivables. The fix is quick, but a limitation period can run while the company waits. That is the real risk of delay, and $2 a day is the smaller one.
Revocation: five grounds
Any one of five things lets the Secretary of State start revoking a certificate. The annual report misses its due date. The entity spends sixty days or more with no registered office or agent in Kentucky. A problem arises under KRS 14A.4-020, the statute on changing the office or agent. Someone signs a filing knowing it is materially false and meaning it to be filed. Or the state receives an authenticated record from the home jurisdiction showing the entity dissolved or vanished in a merger.
How revocation proceeds
Notice comes first, by mail to the principal place of business. From the mailing date the entity has 60 days to cure every ground or satisfy the Secretary of State that a ground never existed. Failing both, the Secretary of State may sign a revocation certificate that recites the grounds and an effective date, then file it and mail a copy. Authority ends on the date shown.
After revocation
Once a certificate is revoked, the Secretary of State becomes the entity's agent for claims dating from its authorized period, and papers served there reach the entity legally. The registered agent's own authority does not end with the revocation. An appeal lies to the Franklin Circuit Court, filed within 30 days of being served with the certificate of revocation; the court may order the certificate restored on a summary basis or act otherwise as it sees fit.
Getting a revoked certificate back
The Secretary of State's FAQ describes a reinstatement packet that includes an application for reinstatement, a reinstatement annual report and, if addresses changed, a statement of change, with a good standing letter from the Revenue Cabinet. FastTrack lists a link to reinstate a business. If a certificate has been revoked, tell us; we look up your company's record and prepare the filing that fits.
Avoiding all of it
Three habits keep a certificate safe: file Form FBE before the work starts, file the $15 annual report between January 1 and June 30 every year, and never go sixty days without a registered agent. The annual report page and the registered agent page cover the second and third.
Fines and revocation questions
Is the daily penalty per day or per transaction?
Per day. Kentucky sets it at $2 for each day the entity transacts business without a certificate.
Can an unregistered LLC be sued in Kentucky?
Yes. It may defend any case, and what it has already done is not undone.
How long do I have to fix a revocation ground?
60 days from the mailing of the state's notice.
Can I appeal a revocation?
Yes, in the Franklin Circuit Court, with a 30-day deadline running from service of the certificate.
Our fee and Kentucky's
Start my Kentucky filing
KY+ $90 Kentucky fee
$199
- Form FBE, the Certificate of Authority (Foreign Business Entity), completed from your answers
- The signed statements Kentucky wants from your agent and your authorized signer, collected for you
- A Kentucky registered office and agent: ours, or the ones you already use
- Online submission through FastTrack, the file-stamped record, and the county clerk copy prepared
- Renewal: after the first year, the agent service renews at $149 a year
Kentucky's $90 is its own line at checkout. The county clerk bills separately for its copy. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Sources
- Kentucky Secretary of State, business filing fees
- Kentucky FastTrack, apply for a certificate of authority
- KRS 14A.6-010, annual report
- Kentucky Form FBE, certificate of authority for a foreign business entity
- KRS 14A.9-020, consequences of transacting business without authority
- KRS 14A.9-070, grounds for revocation
- KRS 14A.9-080, procedure for revocation
- KRS 14A.9-090, appeal from revocation
Working in Kentucky already?
Every day without a certificate adds to the penalty meter. Start the filing today.