Register a Kentucky Foreign LLC
A Kentucky Foreign LLC does business in Kentucky but was formed outside of the state. You can register as a foreign LLC in Kentucky by filing a Certificate of Authority application with the Secretary of State and paying the $90 state fee. Although it is not an exhaustive list, Kentucky’s LLC Act defines doing business as doing any of the following in the state: owning or leasing commercial property, selling items or services, owning part of a pass-through entity (like another LLC), or paying employees.
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GET STARTEDHow to Register a Foreign LLC in Kentucky
To register your foreign LLC in Kentucky, you’ll need to apply for a Certificate of Authority with Kentucky’s SOS. The process to register a foreign LLC in Kentucky is called foreign qualification. This guide will show you how it’s done.
1. Appoint a Kentucky registered agent
Your first move is to appoint a Kentucky registered agent. You won’t be able to complete the registration process without one. Your registered agent needs to have:
- a dedicated Kentucky street address
- regular business hours
- an ability to receive service of process (legal documents) on behalf of your business
Can I be the registered agent for my Kentucky foreign LLC?
You can only be your own Kentucky registered agent if you live in Kentucky. Otherwise, you can appoint a local friend, family member, or employee to serve as your agent, or you can hire a professional registered agent service.
Why hire a registered agent service?
A professional registered agent will make sure you never miss important mail from the state. Plus some registered agent services (including ours) will let you use their name and address on your registration documents, which can help you live privately.
2. Complete the Certificate of Authority
To officially register your LLC as a foreign LLC in Kentucky, you’ll need to file a Certificate of Authority. Here’s a list of the information you’ll need to successfully complete the certificate:
- Entity type (check “limited liability company”).
- Name of your LLC in the jurisdiction where it was originally registered.
- If your LLC’s name is not available (or not allowed), list the name your LLC will use in Kentucky.
- Jurisdiction where your LLC was originally registered.
- The date your LLC was formed in its home jurisdiction.
- The duration of your LLC. Most LLCs are perpetual. You can add a future end date if you want.
- Address of the LLC’s principal office in its jurisdiction of origin.
- The name and physical address in Kentucky of your registered agent.
- Names and business addresses of the LLC’s members and/or managers.
- Whether your LLC is manager-managed.
- Authorized signature of an LLC member or manager.
- Name and signature of your registered agent giving consent to serve in that capacity.
Ready to do business in the Bluegrass State? Register your foreign LLC in Kentucky with Northwest.
Do I need a Certificate of Good Standing?
No. Unlike in a lot of states, Kentucky does not require you to submit a Certificate of Good Standing as part of your foreign registration.
How much does it cost to file the Certificate of Authority for foreign LLCs in Kentucky?
The Certificate of Authority costs $90 to file. There is no expedited service available.
How do I file my Certificate of Authority in Kentucky?
You can submit your certificate by mail, online, or in person. Online filings take 24 hours. In-person filings are approved the same day. Mailed filings take about two weeks to be approved and returned.
By Mail:
Michael Adams
Office of the Secretary of State
P.O. Box 718
Frankfort, KY 40602-0718
In person:
Capitol Building
Room 154
700 Capital Avenue
Frankfort, KY 40601
Online:
Kentucky SOS One-Stop
Do I need to file Kentucky Articles of Organization for my foreign LLC?
Nope. You would only need to file Articles of Organization if you were creating a new LLC in Kentucky. Foreign LLCs only file a Certificate of Authority in order to be authorized to do business in the state.
The foreign registration process is different than domestication, which is the process of relocating a business entity’s registration from one state to another.
3. Receive your Certificate of Authorization
Kentucky will mail a stamped postcard to your principal office address. This postcard will serve as documentation that your LLC has been authorized to conduct business in Kentucky.
How long will Kentucky take to process my Certificate of Authority?
Kentucky takes 1-5 business days to process business filings (plus additional time for mailing).
KY Foreign LLC FAQ
How do I amend a foreign LLC in Kentucky?
You can amend your LLC by filing an Amended Certificate of Authority with the SOS. There is a $40 filing fee. Once the amendment has been approved, the SOS will mail a stamped postcard to your LLC’s principal office that proves the foreign LLC has been amended.
What does it mean to do business in Kentucky?
Many states are vague when it comes to defining what it means to do business, but Kentucky isn’t. KY Rev Stat § 141.010(13) explicitly states that doing business in the state includes, but is not limited to:
- having a commercial location in Kentucky
- being organized under the laws of Kentucky
- owning or leasing property in Kentucky
- having one or more employees in Kentucky
- maintaining an ownership interest in a pass-through entity that does business in Kentucky
Read more about what counts as doing business in another state.
Do I have to file an Kentucky annual report for my foreign LLC?
Absolutely. The Kentucky Annual Report is due by June 30th. Kentucky’s SOS makes the annual report relatively easy and painless. Not only does the report cost only $15, but they will send your registered agent an easy to fill-out annual report postcard (Kentucky loves postcards) between January and February each year. You can also fill out the report online. However, if you fail to file your annual report on time, Kentucky may administratively withdraw your foreign LLC.
How are foreign LLCs in Kentucky taxed?
By default, LLCs are taxed as “pass-through” entities. This means that the LLC members report their share of business income and expenses on their personal tax return and pay personal income tax on the profits. Members must pay self-employment taxes (15.3%) on their share of the profits. A foreign LLC can also elect to be taxed as an S-corp or C-corp.
How can I withdraw my foreign LLC?
File a Certificate of Withdrawal with Kentucky’s SOS. There is a $40 filing fee. Kentucky will send a stamped postcard that certifies the withdrawal of your LLC.
