Kentucky Certificate of Authority for Foreign Kentucky Corporation

To complete your Kentucky Certificate of Authority, you’ll need to make sure your corporation’s name is available in the state. You can do a free name search on the Secretary of State’s website to make sure your desired business name is available. If your business’s name is not available, you’ll need to supply a name that meets Kentucky’s corporate name statute KY Rev Stat § 14A.3-010.

Concerned your business name won’t be available for future foreign registrations? Consider applying for a federal trademark for your business name to ensure it’s available in all fifty states.

A registered agent is someone who accepts legal mail on your company’s behalf. One of the requirements of a Kentucky registered agent is they be located within the state. As a foreign corporation, it’s a safe bet to guess that you aren’t located in Kentucky and can’t act as your own registered agent. That means hiring a company or individual you trust to act as your registered agent.

Another note: in in Kentucky if your registered agent doesn’t sign your foreign registration application, they will need to write a letter of admission or consent saying they agree to be your Kentucky registered agent. You’ll have to include this letter with your application.

Instead of leaving this important step in the hands of a potentially unreliable source, hire Northwest as your Kentucky registered agent. We can file your foreign corporation registration and handle all the paperwork.

Once your business is legal in the new state, you’ll want to be ready to make sales. Forming your business identity, or the way you present yourself to your potential clients, can prepare customers for your upcoming products and services.

Maybe you’ve never started getting your business out there. Now’s a great chance to start a business website or get a custom business email address.

Maybe you already have a digital presence, but now you want to make it easier for out-of-state people to find you, and start building awareness and a trustworthy reputation in your new territory. Consider getting a local phone number or a local business address to use on documents where possible. Either way, make sure your business has a way to market itself in the new state, especially if you are not opening a brick-and-mortar.

To submit your Kentucky Certificate of Authority, you’ll need to pay the $90 filing fee and include the following information:

• corporation name
• entity type
• mailing address of principal office
• registered agent address and name
• registered agent admission or consent form
• names and addresses of corporate officers

Your foreign corporation will now have Kentucky taxes and reports to file independent of the ones you file in your home state.

• Income tax: Kentucky charges a corporate tax rate of 5% on foreign corporations that only applies to the net income you’ve made from business conducted in the state. The net income that Kentucky calculates for your business is based on the state’s tax laws and gets calculated from your corporation’s federal taxable income.
• Annual report: In Kentucky, corporations file an annual report, you guessed it, each year! You can use your annual report to update the state to any changes made to your corporation like removal of directors or changes in your principal address. Your Kentucky Annual Report is due the June 30th of each year and costs $15 to file.
• Kentucky Limited Liability Entity Tax (LLET): Even though it’s called the Limited Liability Entity Tax, it’s not just for LLCs. Business owners in Kentucky that get liability protection from their corporations are also subject to this tax. The LLET rate is $950 for every $1 million in gross receipts or $7,500 for every $1 million in gross profits, whichever is lower. There’s a minimum LLET of $175 regardless which rate is used.