In the case of a foreign limited partnership 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.Download
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(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.