Kentucky Foreign Registration›Registered agent
The registered agent a foreign LLC must keep in Kentucky
For as long as it stays authorized, an LLC must hold both a registered office and a registered agent here, and altering either is a $10 Form RAC filing. The agent is a person living in Kentucky or an authorized business, using the registered office as its address. Self-appointment is not allowed. Going sixty days without an agent is a ground for revocation.
The agent rules in brief
- Statutes
- KRS 14A.4-010 to 14A.4-050
- Change form
- RAC, for a new agent or office
- Change fee
- $10
- Resignation form
- SRA, no charge
- Office address
- A Kentucky street address; a PO box is insufficient
- Revocation risk
- 60 days or more without an agent
Who qualifies
There are two permitted kinds of agent. One is a Kentucky resident who runs the agency from the registered office address. The other is a business, domestic or foreign, qualified to operate in Kentucky, that uses the registered office as its own address. A commercial agent company is the second kind. The filing instructions rule out the company acting as its own agent.
Consent, and the person behind the agent
No appointment takes effect until the agent either signs the appointing document or sends in a written acceptance. The company also has to hand its agent a real person's name, business address and phone number for communications, and refresh them when they change. If the company lets that lapse, the agent is free to resign.
What the agent does
Under the statute the agent receives service of process, notices and demands for the company. It then has two duties: pass along whatever it receives, and keep the company's contact information on file.
When there is no agent to serve
Where a company has no agent, or its agent cannot be found with reasonable diligence, a party can serve process or a notice by registered or certified mail with return receipt, addressed to the principal office. Service counts as complete on the first of these: the company gets the mail, a company representative signs the receipt, or five days pass after a correctly addressed, postpaid mailing. So the principal office address matters as much as the agent does.
Changing the agent or office
A statement of change goes to the Secretary of State. It names the company, gives the present and new registered office, the present and new agent along with the new agent's written consent, and commits that the office and the agent's business address will be the same street address once the change is made. It takes effect on filing, for $10. FastTrack offers the same filing online.
When the agent moves
When an agent relocates its own business, it writes to every company it serves and files a statement of change for each, reciting that notice was given. The companies need file nothing themselves, but each should note that its registered office has moved.
When the agent resigns
An agent resigns by signing a statement and sending it to the Secretary of State, at no filing fee; the statement may also close the registered office. One copy is mailed to the registered office and one to the company's principal office. The appointment ends, and the office with it if so stated, when a successor is appointed or on the thirty-first day after filing, whichever is earlier. After that the company needs a replacement fast, because sixty days or more without one is a revocation ground.
Choosing an agent
A Kentucky friend or employee can be the agent if they live in the state and use the registered office as their business address. A commercial agent company is the second kind. Either way, check three things: that the agent will open mail every business day, that the street address is staffed, and that it will tell you the same day something arrives.
Changing the registered agent
Find the new agent
A Kentucky resident or an authorized entity with a street office.
Get written consent
Signed on Form RAC or on a separate page.
File the statement of change
$10, online or by mail.
Notify the outgoing agent
So that nothing is sent to the old office.
Registered agent questions
Is self-appointment allowed?
Not for the company itself, according to the filing instructions. An individual who meets the residency rule can serve.
Does resigning cost anything?
No. Kentucky lists the statement of resignation as having no filing fee.
What if my agent resigns and I do not replace it?
After sixty days or more without an agent, the Secretary of State may begin revocation.
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
- Kentucky Form RAC, changing a registered agent or registered office
- KRS 14A.9-070, grounds for revocation
- KRS 14A.4-010, the duty to keep a registered office and agent
- KRS 14A.4-050, duties of a registered agent
- KRS 14A.4-040, serving process on the agent
- KRS 14A.4-020, changing the registered office or agent
- KRS 14A.4-030, how a registered agent resigns
- Kentucky Form SRA, when a registered agent resigns
Working in Kentucky already?
Every day without a certificate adds to the penalty meter. Start the filing today.