Facebook

Processing. Please Wait.

Northwest Registered Agent, LLC

Create a Free Account

Our free account and tools will help you get started and maintain your business. All for free. Enter your information below to create your free account.

  • Minimum 8 characters long
  • At least 1 capital and lowercase letter
  • At least 1 number
  • At least 1 special character

Free Download

Template

Choose to view the in another tab or to download the PDF.

Register a Foreign LLC in Kentucky

If your LLC wants to do business in Kentucky but was formed outside of Kentucky, you’ll need to register your LLC as a foreign LLC. You can do this by filing a Certificate of Authority application with Kentucky’s Secretary of State (SOS). 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)
  • paying employees

If your LLC participates in any of the above, it is a pretty safe bet that you’ll have to register your LLC as a foreign LLC in Kentucky.

Free PDF Download

Download the Kentucky Certificate of Authority. Fill out the form and submit it to the state.

Do It Yourself Online

Our free account and tools will walk you through registering your Foreign LLC in Kentucky. All for free.

1 Day Foreign Kentucky LLC

$315 Total
Rated 4.6 / 5 stars by 381 clients on Google

How 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 relatively straightforward. 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
  • be willing and able to receive service of process (legal documents) and other important mail

While you can appoint a local friend, family member, or employee to serve as your agent, you’re probably best off hiring a professional registered agent service. A professional registered agent will make sure you never miss important mailing from the state, plus they’ll let you use their name and address on your registration documents. This will help keep your private information off public record.

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.

Kentucky does not require a Certificate of Good Standing from your LLC’s home state.

Ready to do business in the Bluegrass State? Register your foreign LLC in Kentucky with Northwest.

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.

FOREIGN LLC FAQ

What is a foreign LLC?

Foreign LLCs are LLCs that were formed in one state, but have registered to business in another. For example, an LLC that was originally registered in Kentucky is a domestic LLC in Kentucky. Every other state will consider the LLC to be foreign.

Do foreign LLCs need to file formation documents in states where they do business?

Nope. Formation documents are filed to create a new LLC. Foreign LLCs file registration documents in order to be authorized to do business in a new state. No formation documents needed. The process to register your LLC as a foreign LLC is called foreign qualification. This is different than domestication, which is the process of relocating a business entity’s registration from one state to another.

KENTUCKY FOREIGN LLC AUTHORITY FAQ

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

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.

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.

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, 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 dissolve your 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 dissolve 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 dissolution of your LLC. It should be noted that this doesn’t dissolve your LLC in its home state—it just revokes your LLC’s authority to do business in Kentucky.

When You Want More