Kentucky Authority for an Out-of-State Limited Partnership

The Kentucky name for this approval is a certificate of authority, not a registration. Before the Secretary of State has issued one, KRS 14A.9-010 keeps a foreign entity from transacting business in the Commonwealth, and foreign limited partnerships are covered by that rule like any other entity. The Kentucky limited partnership act confirms the point: a foreign limited partnership cannot be denied a certificate because its home law differs from Kentucky's, and the certificate does not allow it to do anything a Kentucky limited partnership could not (KRS 362.2-901).

The law of the home jurisdiction keeps governing how the partnership is organized and run, including the partners' liability as partners. Authority in Kentucky adds permission to operate here. It does not convert the partnership into a Kentucky entity.

Kentucky never defines transacting business. Instead, KRS 14A.9-010(2) offers examples of activity that is excluded, and subsection (3) calls the examples non-exhaustive. These do not make a foreign entity a business transactor:

• Appearing in a legal proceeding, in any role, including settlement
• Partners' meetings and other internal governance
• Bank accounts
• Offices or agencies for transferring or registering the partnership's own interests, and trustees or depositaries for them
• Selling through independent contractors
• Orders solicited by mail, employees or agents that need acceptance outside Kentucky before they bind
• Entering into debts, mortgages and security interests over real, personal or intangible property
• Securing or collecting debts, and enforcing the security
• Owning real or personal property without more
• One isolated transaction, completed in thirty days or less, that does not form part of a repeating course of similar dealings
• Interstate commerce

Rental property and other holdings

Many limited partnerships exist to own something. Owning property without more is on the list, so merely holding a Kentucky building or a parcel of land is not enough to require a certificate. A partnership that manages the property actively, hires staff here, or runs a business from it should ask a Kentucky lawyer whether it has crossed the line. Two other points matter. The section leaves open which contacts expose a partnership to being served, taxed or regulated. And bidding for a state contract takes a certificate or statement to be eligible.

Form FBE can be filed through the Secretary of State's FastTrack online system or delivered or mailed to the Division of Business Filings in Frankfort. A paper filing is sent with one exact or conformed copy plus the fee. The charge is $90 whichever way you file, and the fee schedule shows no expedited option. Accepted payment includes cash, checks to the Kentucky State Treasurer, prepaid accounts and cards from approved issuers. The Secretary of State says most documents are processed the day they are received and may take as long as three business days. Effectiveness is the date and time of filing, and the office mails a stamped postcard to the principal office.

What the partnership provides

• The type of entity (limited partnership) and its name, identical to the home-state record
• A Kentucky name, only if the home-state name is unavailable here
• The jurisdiction of organization, the date of organization, and the duration
• A mailing address for the principal office
• The Kentucky registered office street address and the registered agent's name
• The names and business addresses of each general partner
• A check box for partnerships electing to be limited liability limited partnerships
• The representative's certification that the partnership has valid existence at home

A partner or other authorized representative signs, and the registered agent signs the consent line unless a separate consent is delivered. No notarization is required.

Some states ask for a certified copy of the partnership's filing at home. Kentucky does not. The form has no attachment requirement, and under KRS 14A.9-030(2) the act of executing the application is itself a representation that the entity validly exists in its home jurisdiction. Item 10 of the form states it in plain words.

The partners are the ones standing behind that sentence, so confirm the partnership's home standing before anyone signs. Because there is no document to order, there is no age limit to meet.

The name on the form has to be the partnership's name exactly as it is recorded at home. If another Kentucky name of record is too close, KRS 14A.3-040 allows a fictitious name for Kentucky use, which goes on line 3, or an identifier that suits Kentucky's naming rules. Kentucky's own endings for local limited partnerships apply to those organized in Kentucky, since the real name of a foreign entity is the name recognized at home.

Registered agent rules

KRS 362.2-114 requires a foreign limited partnership to keep, without a break, a registered office and an agent for service that meet KRS 14A.4-010. That means an individual who resides in Kentucky, or an entity qualified in the state, with the agent's own business address being the registered office either way. The partnership itself is excluded from acting, per the form's instructions, and the office needs a street address rather than a PO Box.

The agent has to agree in writing. The partnership also supplies the agent with a communications contact: a natural person's name, business address and phone number. Without one, the agent may resign. Kentucky imposes no business-hours rule, and the Secretary of State sends its own mail to the principal office, not to the agent.

Kentucky wants a second copy on file locally. Under KRS 14A.2-040 the county clerk where the registered office is located receives a copy of the application, and the form describes how to print one from the Secretary of State's organization search. The clerk's charge under KRS 64.012 is $33 for up to five pages, and it is on top of the state's fee.

Annual reports are required of a foreign limited partnership by KRS 362.2-210 and KRS 14A.6-010. Filing opens January 1 and closes June 30 each year, with the first one due the year after authorization, and the fee is $15. What it reports: the registered agent and address, where the principal office is, and every general partner's name and business address.

• Agent or office change. A statement of change costs $10.
• Amended certificate. If something the application stated changes, such as a general partner, the amended certificate is $40.
• Revocation. A late report, or sixty days without a registered office or agent, can lead to revocation. Kentucky first sends written notice by mail, and revokes only when the problem has gone unfixed for two more months. A revoked partnership applies again.
• Withdrawal. Form WFE, the certificate of withdrawal, costs $40. In it the partnership says it is no longer in business here, surrenders its authority, and directs future process to the Secretary of State.

State tax accounts are set up with the Department of Revenue and are not part of the Secretary of State's filings.

KRS 14A.9-020 bars a foreign limited partnership that transacts business without a certificate from pursuing any Kentucky court proceeding until it gets one. The bar extends to a successor and to whoever is assigned a claim arising from that business, and a court can pause a case to decide whether a certificate was needed.

Kentucky also sets a civil penalty of $2 for each unauthorized day, with no cap, which adds up to $730 over a year. Kentucky's Attorney General can sue to restrain a foreign limited partnership acting in violation of the partnership statute (KRS 362.2-910). Contracts and other acts of the partnership stay valid, and it may defend any suit brought against it.

Limited partnerships fall outside the qualification checkout Mainstay runs for LLCs and for-profit corporations. The partnership, or its attorney, submits Form FBE. Mainstay's offering here is the Kentucky registered agent, $149 per year with the identical price at renewal. Enter Mainstay's Kentucky street address as the agent and registered office; the record is public.

Whatever is served on the agent, a summons for example, reaches your account as a scan that business day with no charge. Your first three official letters each year get the same free scan. If another agent is registered today, Mainstay submits the agent change and bills the state's change fee at cost. The Kentucky registered agent page describes the service. Mainstay does not give legal advice.