Register a Foreign LLC or Corporation in Kentucky: $90 Certificate of Authority, $36 Registered Name and Annual Report Rules

If your LLC or corporation was formed in another state and you want to do business in Kentucky, you need a Certificate of Authority from the Kentucky Secretary of State before you start. Kentucky calls this registering a foreign entity. The filing fee is $90. Expect a few related fees along the way: a $36 registered name, a $15 annual report, and a $33 county clerk copy fee.

This guide covers who has to register, what counts as transacting business, the filing steps, registered agent rules, annual report deadlines, and what happens if you skip a requirement. It is informational content, not legal or tax advice. Talk to a Kentucky attorney or CPA before you make decisions that carry legal, liability, or tax consequences.

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Who Needs a Certificate of Authority

A foreign entity, meaning an LLC or corporation organized under another state’s law, must register in Kentucky before it transacts business here (KRS 14A.9-010). Registering is a filing, not a license. You do not need Kentucky permission to exist as an out-of-state company, but you do need the certificate before your activity in the state crosses the line into transacting business.

Kentucky does not offer a simple checklist that answers the question for every company, so the practical test is what your business actually does in the state. The Secretary of State lists activities that generally do not count as transacting business:

Holding board or member meetings in Kentucky
Maintaining bank accounts
Selling through independent contractors
Soliciting orders that are accepted outside Kentucky
Completing an isolated transaction within 30 days
Engaging in interstate commerce

Treat that list as examples, not a safe harbor. If you keep a regular office in Kentucky, employ people here, run a sales team that works in the state, or serve ongoing customers in Kentucky, assume you are transacting business and register. If your situation falls in between, ask an attorney before you operate.

Fees at a Glance

These are the Secretary of State fees for foreign entity filings, as listed on the 2026 fee schedule:

Filing	Fee	Notes
Certificate of Authority	$90	Required before transacting business in Kentucky
Amended Certificate of Authority	$40	Confirm which changes trigger an amendment on the fee page
Certificate of Withdrawal	$40	Used to withdraw your Kentucky registration
Registered Name	$36	Reserves a name for your entity in Kentucky
Registered Name Renewal	$36	Renews the registered name
Annual Report	$15	Filed January 1 to June 30 each year
Name Reservation	$15	Holds a name for 120 days while you prepare, separate from a registered name
Registered Agent or Office Change	$10	Applies when you change your agent or registered office
Copy to County Clerk	$33	Paid to the clerk of the registered office county under KRS 64.012

The fee schedule is the authority on these numbers, so check the Secretary of State fee page before you file.

Before You File: Preparation Checklist

Confirm your home-state status. The application certifies that your entity validly exists and uses its exact home-state name. The Secretary of State’s form does not list a home-state good standing certificate as a required attachment, but you should confirm that your home state shows you as active before you file. If you are behind on home-state reports, fix that first.
Use your exact home-state name. The application certifies the exact name, so do not shorten, rearrange, or reword it.
Name a Kentucky registered office and registered agent. The office must be a Kentucky street address. A post office box will not work. The registered agent rules are covered further down this page.
Gather your formation details. Have your home state, formation date, and entity type ready, along with the contact information you will list on the filing.
Check your name in Kentucky. Search the Kentucky business entity search to see whether your name is already on record.

Name Rules for LLCs and Corporations

An LLC’s name must contain “limited liability company,” “limited company,” “LLC,” or “LC.” If you abbreviate “limited company,” you must use “LTD CO.” The name must also be distinguishable from any name already on record with the Secretary of State (KRS 275.100 and KRS 14A.3-010). If your name fails these tests, you will need a different name for Kentucky purposes. Corporate name requirements are separate, so confirm them on the Secretary of State website before you file.

Registered Name Versus Certificate of Authority

A registered name is a separate filing. It costs $36 to register and $36 to renew, and it reserves a name for your entity. A registered name only reserves the name. It does not give you authority to transact business, so you still need the Certificate of Authority.

If you need to hold a name while you finish your paperwork, a name reservation costs $15 and lasts 120 days. Use it as a placeholder, not as a substitute for registration.

Step-by-Step Filing Process

Prepare the application. Use the checklist above and make sure the registered office and agent details are final.
File with the Secretary of State. Submit the application through the Secretary of State’s online filing system. The fee page and the Division of Business Filings page list the current forms and portals. The state’s One Stop portal at onestop.ky.gov handles new formations, and FastTrack handles annual reports and most later changes, so confirm which portal accepts your foreign registration.
Pay $90. The Certificate of Authority fee is $90.
Receive your stamped copy. The Secretary of State returns a stamped copy of the filing.
Deliver a copy to the county clerk. Send or take a stamped copy to the county clerk of your registered office county (KRS 14A.2-040). The clerk’s fee is $33 under KRS 64.012.
Register for taxes and licenses. The Secretary of State does not register you with the Department of Revenue or local tax districts. Those are separate steps, covered later in this guide.

Processing is usually same day, but the Secretary of State says it can take up to three business days. Online filings take effect on the date and time they are filed. The state does not offer an expedited tier or expedited fee, so online filing is the fastest route.

Registered Agent and Registered Office Rules

Every foreign entity must continuously maintain a Kentucky registered office and a registered agent (KRS 14A.4-010). The agent must be one of two things:

An individual who lives in Kentucky and whose business address is the same as the registered office
An entity qualified to transact business in Kentucky whose business address is the same as the registered office

The registered office must be a Kentucky street address. A post office box is not accepted. Unless the agent signs the filing, the appointment does not take effect until the agent delivers a written statement of acceptance to the Secretary of State. Changing your registered agent or registered office costs $10.

Missing an agent for 60 days can lead to revocation, which is covered in the consequences section below.

Annual Report Rules

Every registered foreign entity must file an annual report. The rules are:

Fee: $15
Filing window: January 1 to June 30 each year
First report: due the year after your authorization takes effect

Here is an example. If you register in March 2026, your first annual report is not due in 2026. You file it during the January 1 to June 30, 2027 window. After that, you file every year in the same window.

What Happens If You Skip a Requirement

Two consequences matter most.

Court access. A foreign entity that transacts business in Kentucky without authority cannot sue in Kentucky courts until it registers. It also owes $2 per day under KRS 14A.9-020. Its contracts remain valid, but you cannot enforce them in court until you are registered. Register before you need the courthouse.
Revocation. A missed annual report, or 60 days without a registered agent, allows the state to revoke your authority (KRS 14A.9-070). If that happens, you must reapply for authority, which means filing and paying the fees again.

Taxes After You Register

Your Secretary of State registration does not create your tax accounts. Those are separate steps with the Kentucky Department of Revenue and local governments.

Sales tax. Kentucky’s state sales tax rate is 6%, and it applies to goods and to about 50 services. Kentucky has no local sales taxes. To register for a sales tax permit, use the Revenue business registration page. The tax account form is Form 10A100, submitted through MyTaxes.ky.gov.
Limited Liability Entity Tax. There is no franchise tax, but LLCs and corporations owe the Limited Liability Entity Tax (LLET). The minimum is $175 if Kentucky gross receipts or gross profits are $3 million or less. Between $3 million and $6 million, the tax follows a sliding scale. Above $6 million, it is the lesser of 0.095% of Kentucky gross receipts or 0.75% of Kentucky gross profits.
Income tax. Corporations pay a 5% flat corporate income tax. LLC income passes through to members and is taxed at the 3.5% flat individual rate for 2026.

Whether these taxes apply to your company depends on your Kentucky activity. Confirm your obligations with a CPA before you assume you owe or don’t owe them.

Licenses and Local Requirements

Kentucky has no statewide general business license. Registering your entity or an assumed name is a filing, not a license. Licensing depends on your industry and location:

The Department of Housing, Buildings and Construction licenses electricians, plumbers, and HVAC work.
The Real Estate Authority, the Boards of Cosmetology and Barbering, and the Cabinet for Health and Family Services (child care and home health) license their respective fields.
The Alcoholic Beverage Control (ABC) agency handles alcohol and tobacco.
Local health departments issue food permits.

Kentucky has no statewide general contractor license. Cities, counties, and school districts can also levy occupational license taxes on payroll, net profits, or gross receipts. Kentucky has 120 counties and about 420 cities, and each local jurisdiction runs its own forms and revenue office. Check the occupational license tax district for each city and county where you operate.

Official Resources

When to Talk to a Professional

Registration is straightforward for a simple company with a clear Kentucky presence. It gets complicated when your activities sit on the line between transacting business and not, when your name conflicts with a Kentucky record, or when you have employees, property, or sales in several states. An attorney can advise on registration and name issues. A CPA can advise on LLET, income tax, and whether your Kentucky activity creates tax obligations.

This article is informational only and is not legal or tax advice. Fees, deadlines, and statute references reflect the sources cited and may change. Confirm current requirements with the Kentucky Secretary of State, the Department of Revenue, and a qualified Kentucky attorney or CPA before you file.