Kentucky Foreign Articles of Organization Form

In the case of a foreign limited liability company wanting to become registered in the State of Kentucky and able to conduct business operations in the state, the following form has to be completed and submitted along with a $90 filing fee.

Extracted Text for Proper Search

(01/12	) 	
 	
 	
COMMONWEALTH OF 	KENTUCKY 	 	
ALISON 	LUNDERGAN 	GRIMES	, SECRETARY OF 	STATE	 	
______	______	_________________________________________________	__________	_______________________________	 	Division 	of Business Filings	 	Business Filings	 	PO Box 718	 	Frankfort, KY 40602	 	(502) 564	-3490	 	www.sos.ky.gov	 	 Pursuant to the 	provisions of 	KRS 14A and 	KRS 	271B, 273	, 274,	275, 362 and 386	 the undersigned hereby applies for authority to transact busine	ss in Kentucky 	on behalf of the entity	 named below and	, for that purpose	, submits the	 following statements:	 	 
1.  The 	entity	 is a :        	  profit	 corporation (KRS 271B).	  	  nonprofit corporation (KRS 273). 	     	 	  professional service corporation (KRS 274).	 	
      	 	     	  business trust (KRS 386).	       	  	  limited liability company (	KRS 275).  	  professional limited liability company (KRS 275).	 	  	 	  	
  	 	     	  limited partnership (KRS 362).	  	
     2.  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, the period of duration	 	                                                               	                                                                                                                             	                                   	 is considered perpetual.)	 	 	6.  The 	mailing	 address of 	the entity’s	 principal office is 	 	 ______	__________________________	_______________________________ _________________________ 	___________	____ 	_________	____________.	 	Street 	Address	 	 	 	 	 	 	 	City	 	 	 	State	 	 	Zip Code	 	 7.  The street address of the 	entity’s 	registered office in Kentucky is	 	 _______________	_________________	_______________________________ _________________________ _______________ 	_____	______________	__. 	Street	 Address (	No P	.O. Box Numbers)	 	 	 	 	 	City	 	 	 	State	 	 	Zip Code	 	 and 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 Code	 	 9. If a prof	essional service corporation, all the individual shareholders, not less than one half (1/2) of the directors, and all of the 	officers other than the secretary 	and 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 the 	statement 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 formatio	n. 	
11. If a 	limited partnership	, it elects to be a limited liability limited partnership.   Check the box if applicable:	 	
 12. This application	 will be effective upon filing, unless a delayed effective date and/or time is provided.  	 	The ef	fective date or the delayed effective date cannot be prior to the date the application is filed.  The date and/or time is ___	___________________________.	  	  	 	 	 	 	 	                                                                                              	              	   (Delayed effective date and/or time)                        	  	 	 	 	 	 	
____________________________________	_____	____ 	_________	____	__________________ 	__________________	___	____	 	Signature of 	Authorized 	Representative	 	 	 	 	 	Printed Name 	& Title	  	 	 	Date	 	 	                                                        	 	I, _________________________________________________________, 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	 	
Certificate of Authority	 	 	 	 	 	 	FBE	 	
(Foreign Business Entity)

(01/12	) 	
 
  	 	FILING INS	TRUCTIONS	 	
APPLICATION FOR 	CERTIFICATE OF AUTHORITY	 FOR A FOREIGN BUSINESS ENTITY	 	
 	TYPE OF 	FORMATION	 	The corporation must indicate if it is a 	corporation (KRS 271B), a nonprofit corporation (KRS 273), a professional service corporation 	 	(KRS 274)	, a business trust (KRS 386	), a limited liability company (KRS 275) or a limited partnership (KRS 362	) by checking the appropriate box.	 	 NAME 	 	The 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 DURATION 	 	The 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.)	 	 PRINCIP	AL OFFICE ADDRESS	 	 The principal  office is the office (in or out of this state) so designated in writing with the Office of the Secretary of Sta	te where the principal  designated office of 	the business entity is located.  This address is where all correspon	dence from the Office of the Secretary of State (See Document Delivery) will be 	mailed.	  	 REGISTERED OFFICE AND REGISTERED AGENT	 	The  registered  office	 of  the 	business  entity  must 	be  in  Kentucky  and  maintain  a  street  address  (a  PO  Box  is  insufficient  for  th	e  registered  office  address).    In 	order to 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 	to transact business in Kentucky. 	The registered agent is the individual or business designated to receive service of process in the event the business is p	arty to 	a legal action.  	The company seeking formation shall not act as its own registered agent. 	 	 CONSENT OF REGISTERED AGENT	 	Unless the registered agent signs the 	form	, the 	business entity	 must deliver with the 	certificate of 	authority	, the registered a	gent’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 chairman 	of the board of directors must sign on behalf of the c	orporation.  If the registered agent is a limited liability company and management of the company is vested 	in one or more managers, a manager must sign on behalf of the limited liability company.  If management of the company is ves	ted in its members, a m	ember 	must 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 TIME	 	The document will be effective on the date and time of filing, unless a delayed ef	fective date and/or time is specified.  A delayed effective date may not be later 	than the 90	th day after the date of filing.	 	 WHO MAY SIGN	 	The document must be signed by an officer, chairman of the board, member, manager	, trustee	 or a partner.	 	 NUMBER OF 	COPIES	 	If filing via mail or in person, one exact or conformed copy of the documents with the filing fee must be submitted to the ad	dress below.  To make a copy of the 	filing for delivery to	 the local county clerk’s office, visit www.sos.ky.gov and print a	 copy from the organization search tool.	 	  DOCUMENT DELIVERY	 	A 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 the 	principal office, a request must 	be submitted in writing affirming that request.  Alternate address requests must be submitted with each document filed with t	he 	Office of the Secretary of State.   	 	 FILING FEE	 	The filing fee is $90.00	 for all business entity types.	 Check	s should be made p	ayable to the "Kentucky State Treasurer."	 	 MAILING ADDRESS	 	 	 	OFFICE LOCATION	 	Alison Lundergan Grimes	 	 	 	Room 154, Capitol Building	 	Secretary of State	  	 	 	700 Capital Avenue	 	P.O. Box 718	 	 	 	 	Frankfort, KY  40601	 	Frankfort, KY  40602	-0718	 	 	 	Hours of Operation: 	8:00 AM	-4:30 PM ET	 	 CONTACT INFORMATION AND NAME AVAILABILITY	 	If you have any questions, need additional forms or wish to search for name availability, please feel free to visit our websi	te at www.sos.ky.gov or call 	(502) 564	-	3490	. 	 FUTURE DOCUMENTATION RE	QUIREMENTS AND	 DEADLINES	 	The 	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 the 	corporation 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 Stat	e whenever a 	change has 	occurred involving any of the above categories.  Downloadable forms may be found on our website.