File Name: FBE-Certificate of Authorization_Foreign Business Entity.pdf
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COMMONWEALTH OF KENTUCKY MICHAEL G. ADAMS, SECRETARY OF STATE _____________________________________________________________________________________________________Division of Business Filings Certificate of Authority FBEP.O. Box 718Frankfort, KY 40602 (Foreign Business Entity)(502) 564-3490www.sos.ky.govPursuant to the provisions of KRS 14A – 030 the undersigned hereby applies for authority to transact business in Kentucky on behalf of the entity named belowand, for that purpose, submits the following statements:1. The entity is a: profit corporation nonprofit corporation professional limited liability company business trust limited liability company statutory trust limited partnership ltd cooperative association other non-profit llc professional service corporation2. The name of the entity is_______________________________________________________________________________________________________
(The name must be identical to the name on record with the Secretary of State.)3. The name of the entity to be used in Kentucky is (if applicable):_________________________________________________________________________
(Only provide if "real name" is unavailable for use; otherwise, leave blank.)4. The state or country under whose law the entity is organized is_________________________________________________________________________
5. The date of organization is _______________________________________and the period of duration is ____________________________________
(If left blank, duration is considered perpetual.)6. The mailing address of the entity’s principal office is_______________________________________________________________ _________________________ _______________ _____________________
Street Address City State Zip Code7. The street address of the entity’s registered office in Kentucky is_______________________________________________________________ _________________________ _KY__________________________ ___Street Address (No P.O. Box Numbers) City State Zip Codeand the name of the registered agent at that office is ___________________________________________________________________________________
8. The names and business addresses of the entity’s representatives (secretary, officers and directors, managers, trustees or general partners):_______________________________ ________________________________ ________________________ _______________ _____________________Name Street or P.O. Box City State Zip Code________________________________ _______________________________ ________________________ ________________ ____________________Name Street or P.O. Box City State Zip Code________________________________ _______________________________ ________________________ ________________ ____________________Name Street or P.O. Box City State Zip Code9. If a professional service corporation, all the individual shareholders, not less than one half (1/2) of the directors, and all of the officers other than the secretaryand treasurer are licensed in one or more states or territories of the United States or District of Columbia to render a professional service described in thestatement of purposes of the corporation
10. I certify that, as of the date of filing this application, the above-named entity validly exists under the laws of the jurisdiction of its formation
11. If a limited partnership, it elects to be a limited liability limited partnership. Check the box if applicable:12. If a limited liability company, check box if manager-managed:13. This application will be effective upon filing
_____________________________________________ _______________________________ _________________________Signature of Authorized Representative Printed Name & Title DateI, _________________________________________________________, consent to serve as the registered agent on behalf of the business entity
Type/Print Name of Registered Agent______________________________________ _________________________ _________________________ ____________Signature of Registered Agent Printed Name Title Date(1/20) FILING INSTRUCTIONS APPLICATION FOR CERTIFICATE OF AUTHORITY FOR A FOREIGN BUSINESS ENTITYTYPE OF FORMATIONThe business entity must indicate its type pursuant to the provisions of KRS14A-030 by checking the appropriate box
NAMEThe business entity name must be exactly as written in the home state and comply with the ending requirements of KRS 14A.3-010
DATE OF ORGANIZATION AND DURATIONThe date of organization is the date the business entity filed with the secretary of state or other official having custody of corporate records
The period of duration of the business entity is that period which is stated in the organization filing. (May be perpetual or a total number of years.)PRINCIPAL OFFICE ADDRESSThe principal office is the office (in or out of this state) so designated in writing with the Office of the Secretary of State where the principal designated office of thebusiness entity is located. This address is where all correspondence from the Office of the Secretary of State (See Document Delivery) will be mailed
REGISTERED OFFICE AND REGISTERED AGENTThe registered office of the business entity must be in Kentucky and maintain a street address (a PO Box is insufficient for the registered office address). In orderto transact business in Kentucky, the registered agent shall be an individual resident of Kentucky, a Kentucky domestic corporation, a Kentucky domestic non-corporation, a Kentucky domestic limited liability company, a foreign corporation, a foreign non-corporation or a foreign limited liability company authorized totransact business in Kentucky. The registered agent is the individual or business designated to receive service of process in the event the business is party to alegal action. The company seeking formation shall not act as its own registered agent
CONSENT OF REGISTERED AGENTUnless the registered agent signs the form, the business entity must deliver with the certificate of authority, the registered agent’s consent to the appointment
The registered agent must give written consent to act as agent on behalf of the business entity. If the registered agent is a corporation an officer or the chairmanof the board of directors must sign on behalf of the corporation. If the registered agent is a limited liability company and management of the company is vestedin one or more managers, a manager must sign on behalf of the limited liability company. If management of the company is vested in its members, a membermust sign. The person signing on behalf of the business entity acting as agent must designate the title or capacity in which he or she signs
EFFECTIVE DATE AND TIMEThe document will be effective on the date and time of filing
WHO MAY SIGNThe document must be signed by an officer, chairman of the board, member, manager, trustee or a partner
NUMBER OF COPIESIf filing via mail or in person, one exact or conformed copy of the documents with the filing fee must be submitted to the address below. To make a copy of thefiling for delivery to the local county clerk’s office, visit www.sos.ky.gov and print a copy from the organization search tool
DOCUMENT DELIVERYA file stamped postcard will be sent to the principal office address. If the applicant wishes for the document to be sent to an alternate address other than theprincipal office, a request must be submitted in writing affirming that request. Alternate address requests must be submitted with each document filed with theOffice of the Secretary of State
FILING FEEThe filing fee is $90.00 for all business entity types. Checks should be made payable to the "Kentucky State Treasurer."MAILING ADDRESS OFFICE LOCATIONMichael Adams Room 154, Capitol BuildingSecretary of State 700 Capital AvenueP.O. Box 718 Frankfort, KY 40601Frankfort, KY 40602-0718 Hours of Operation: 8:00 AM-4:30 PM ETCONTACT INFORMATION AND NAME AVAILABILITYIf you have any questions, need additional forms or wish to search for name availability, please feel free to visit our website at www.sos.ky.gov or call (502) 564-3490
FUTURE DOCUMENTATION REQUIREMENTS AND DEADLINESThe business entity must file an annual report with the Secretary of State between January 1 and June 30 of the year following the calendar year in which thecorporation was formed. Subsequent annual reports must be filed with the Secretary of State between January 1 and June 30 of the following calendar years
A statement of change of the registered agent and/or registered office address or principal office address must be filed with the Secretary of State whenever achange has occurred involving any of the above categories. Downloadable forms may be found on our website
Division of Business Filings P.O. Box 718 Frankfort, KY 40602 (502) 564-3490 www.sos.ky.gov Pursuant to the provisions of KRS 14A – 030 the undersigned hereby applies for authority to transact business in Kentucky on behalf of the entity named below and, for that purpose, submits the following statements: 1.