What is a Foreign LLC in Kentucky – Definition and Filing

If you have an LLC in Kentucky and want to expand your business beyond Kentucky, you must form a foreign LLC. Any business, especially a limited liability company, located in other states, starts its operation in Kentucky, must file a foreign LLC in Kentucky. To do so, every LLC needs to file additional filing documents, along with tax and relevant documents with the Kentucky government.

In this article, you’ll be reading about how to start a foreign LLC in Kentucky. Along with that, the page guides you through the steps involved in managing and maintaining a foreign LLC in Kentucky after you form it.

Forming a Foreign LLC in Kentucky

A foreign LLC does not need to be a company from another country but a business formed under the laws of another state. If you register your LLC in one state and operate your business in Kentucky, you probably need to register your LLC as a foreign entity here. Imagine, if your family owns a sushi restaurant in Alabama and you want to expand the chain somewhere in Texas, you must establish your restaurant in Texas as a foreign entity.

Anyone who has an active and in good standing LLC anywhere (except for Kentucky) and wants to expand their operations in Kentucky can file their LLC as a foreign entity. To start a foreign LLC in Kentucky, you need to register it with the Kentucky Secretary of State. Every state has a different rule for establishing a foreign LLC. Here are the steps to follow in Kentucky for registering a foreign LLC.

Note: These are generic steps to file a foreign LLC in Kentucky. Make sure to check with the State Secretary of State, before you start filing your business. – LLCBuddy Team

Step 1: Get the Certificate of Existence From Home State

Before you proceed to register your LLC in Kentucky as a foreign entity, you must get the Certificate of Existence issued from your home state SOS. This is an important document to register an LLC in a foreign state.

If your LLC is originally registered in Kentucky, then you must obtain the Certificate of Existence from Kentucky Secretary of State. If your LLC is in other states, the name of the same document might be different. Every LLC, registered in any state other than Kentucky must get this document to register a foreign LLC in Kentucky.

Filing Certificate of Existence: In Kentucky, the Certificate of Good Standing can be obtained via online application. You must visit the Business Search page on the Secretary of State portal. Search your business, select the one you want to issue the Certificate for and apply for the Certificate of Good Standing.

Step 2: Choose Kentucky Foreign LLC Name

Obtain a name reservation certificate and submit it with your foreign qualification requirements to the Kentucky Secretary of State. Your LLC’s legal name outside of Kentucky will be listed on the application, along with the name it will use in Kentucky. Take note of the requirements for naming your LLC.

You can use the same name as your domestic LLC name, however, that name should be available in Kentucky to use. Check name availability at Kentucky’s business entity names and reserve your LLC name. There are a bunch of LLC naming guidelines in Kentucky when it comes to forming a foreign LLC. Check the guidelines before you name your business.

Step 3: Select Kentucky Foreign LLC Registered Agent

A registered agent is a person responsible for receiving all official and legal documents on behalf of your company, whether it is located domestically or in a foreign state. For a foreign LLC in Kentucky, you must have a registered agent from Kentucky only. No matter where your domestic LLC is located, you must hire a registered agent from Kentucky for your foreign LLC.

You’ll need a registered agent to form a foreign LLC in Kentucky and take note that the Kentucky Registered Agent must have a local address. Here are the best LLC services on our list that will provide you with registered agents to ease your worries:

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Step 4: File Application for Registration for Kentucky Foreign LLC

The most important step is to send the application for registration with Kentucky SOS. Download the PDF form from the Kentucky Secretary of State website or file it online (whichever method is available). The form must be filled out with the following details:

LLC’s full legal name.
A fictitious name or a DBA (only if your LLC’s legal name is not available); Attach a statement of adoption of the fictitious name signed by all LLC members.
- DBA filing method in Kentucky: two methods, by mail and in person.
- Online: There is no online filing available
- Offline: For filing offline, you must send the downloaded PDF form to the Office of the Secretary of State, P.O. Box 718, Frankfort, KY 40602-0718 or drop it off in person at the Room 154, Capitol Building, Office of the Secretary of State, 700 Capital Avenue, Frankfort, KY 40601
- DBA filing fee in Kentucky: $20
LLC’s principal office and mailing addresses
LLC formation state and date.
Registered agent’s name and address in Kentucky.
Date when your LLC will start operations in Kentucky.
Credit card information is on the last page of the form for the application fee.

Online Filing

If you’re going to file a foreign LLC in Kentucky online, you must visit the Secretary of State business registration page. To Register Foreign LLC Online you are required to fill up the form, and submit it online. Make sure to choose the payment method and make the payment.

Offline Filling

For offline filing, you must get the PDF registration form. The Foreign LLC Registration Form should be downloaded, filled up with the correct information related to your parent LLC, and submit the typed or printed form to SOS. You can send it by mail or drop it in person at the address: Michael G. Adams, Office of the Secretary of State, P.O. Box 718, Frankfort, KY 40602.

Foreign LLC Registration Fee in Kentucky: The registration fee for forming an LLC in Kentucky as a foreign entity is $90. The cost of having a foreign LLC in Kentucky includes the filing cost and there might be an additional fee for paper filing (check with the SOS).

The LLC cost in Kentucky, even for foreign LLCs will differ between online filing and by mail. Also, read about what’s the major difference between Kentucky’s domestic and foreign LLCs.

Step 5: Determine How Your Kentucky Foreign LLC is taxed

Foreign LLCs are also subjected to the Kentucky Business Privilege Tax and must file LLC annual reports each year. If you have a single-member foreign LLC then it will be considered as a ‘disregarded LLC’ by IRS. That means the LLC will not be regarded as a company but it will be taxed as an individual (the owner). If you already have an LLC in the home state, you must have obtained the EIN as well. You don’t need to obtain the EIN in Kentucky for a foreign LLC separately as it is issued from the IRS.

For other types of LLCs (member-managed or manager-managed LLCs), it will be a ‘pass-through taxation‘ where the LLCs don’t get taxed separately, instead, the members and managers are taxed based on their personal income. So, foreign LLCs are taxed as same as domestic LLCs in Kentucky. However, it is recommended to check with the Kentucky Secretary of State for state-wise taxes.

Note that forming a foreign LLC would be good for your business as you can legally operate in a different state thus reaching a larger market and opening more opportunities for higher profit.

Filing Kentucky Foreign LLC Online – Quick Recap

Get the Certificate of Existence from your home state where your LLC is originally registered
Check if the name of your LLC is available in Kentucky to use for your foreign LLC. If not, file DBA name with Kentucky SOS.
Get a registered agent in Kentucky to represent your foreign LLC in Kentucky. Recommended, professional help instead of being your own registered agent.
File the Application of Foreign LLC with the Kentucky Secretary of State following the mentioned method(s) above.
Make the processing fee.

BOI Reporting

According to the Corporate Transparency Act, every LLC (or business) has to send a BOI reporting to the Financial Crimes Enforcement Network (FinCEN). Once you establish an LLC and if it is enlisted under the list of reporting companies, you must file your BOI report in Kentucky with the FinCEN.

After Forming Kentucky Foreign LLC

Here are added things you need to accomplish after forming your Kentucky Foreign LLC

Obtain Business Licenses. Find the business licenses you’ll need using the Business License Search. You can contact the license office at Kentucky Secretary of State.
File LLC annual reports and Business Privilege Tax. You must file an Annual Report before the stipulated time frame after forming your LLC in Kentucky. Here’s everything about Kentucky LLC Annual Reports.
Pay State Taxes like sales tax; you’ll need an EIN for your LLC.

FAQs

What is an LLC?

An LLC, or Limited Liability Company, is a legal entity that provides limited liability protection to its owners while offering flexible management structures.

Can a foreign LLC form in Kentucky?

Yes, a foreign LLC can form in Kentucky by filing a Certificate of Authority with the Secretary of State.

What is a foreign LLC?

A foreign LLC is an LLC formed in a state or country other than where it is seeking registration.

How do I register my foreign LLC in Kentucky?

To register a foreign LLC in Kentucky, you need to file a Certificate of Authority with the Secretary of State and pay the required fees.

What information is required to register a foreign LLC in Kentucky?

You will typically need to provide your LLC’s name, jurisdiction of formation, principal office address, and a registered agent’s name and address.

Do I need a registered agent in Kentucky for my foreign LLC?

Yes, a foreign LLC in Kentucky must appoint and continuously maintain a registered agent for service of process in the state.

What is a Certificate of Authority?

A Certificate of Authority is a document that gives a foreign LLC permission to conduct business in Kentucky.

How long does it take to register a foreign LLC in Kentucky?

The processing time for registering a foreign LLC in Kentucky can vary, but it typically takes a few weeks.

What are the ongoing requirements for a foreign LLC in Kentucky?

Foreign LLCs in Kentucky must file an annual report, pay the required fees, and comply with all state laws and regulations.

Does a foreign LLC in Kentucky need to have an operating agreement?

While an operating agreement is not required by law in Kentucky, it is highly recommended for foreign LLCs to have one to outline ownership and management structures.

Can a foreign LLC open a bank account in Kentucky?

Yes, a foreign LLC can generally open a bank account in Kentucky once it has registered with the state and obtained an Employer Identification Number (EIN) from the IRS.

Are there any tax implications for a foreign LLC in Kentucky?

Foreign LLCs in Kentucky may be subject to state taxes, so it is important to consult with a tax professional to understand the potential tax implications.

Can I convert my foreign LLC into a Kentucky LLC?

Yes, you can convert your foreign LLC into a Kentucky LLC by filing a conversion application with the Secretary of State.

Can I use a PO Box as my LLC’s address in Kentucky?

No, a PO Box cannot be used as the principal office address for a foreign LLC in Kentucky. A physical street address is required.

Do I need an EIN for my foreign LLC in Kentucky?

Yes, a foreign LLC in Kentucky needs an Employer Identification Number (EIN) from the IRS for tax purposes.

Can I operate my foreign LLC in Kentucky without registering?

No, operating a foreign LLC in Kentucky without registering can lead to fines, penalties, and legal complications.

Is there a fee for registering a foreign LLC in Kentucky?

Yes, there is a fee for filing a Certificate of Authority for a foreign LLC in Kentucky, which varies depending on the entity type.

Can a foreign individual own a Kentucky LLC?

Yes, a foreign individual can own a Kentucky LLC, but they may need to appoint a registered agent and comply with all state requirements.

What is the difference between a domestic and foreign LLC in Kentucky?

A domestic LLC is formed in Kentucky, while a foreign LLC is formed in another state or country but registers to do business in Kentucky.

Can a foreign LLC own property in Kentucky?

Yes, a foreign LLC can own property in Kentucky as long as it is registered to do business in the state.

Can I use an online service to register my foreign LLC in Kentucky?

Yes, there are online services available to help you register your foreign LLC in Kentucky, but you can also file directly with the Secretary of State.

Can a foreign LLC change its name in Kentucky?

Yes, a foreign LLC can change its name in Kentucky by filing an amendment to its Certificate of Authority.

Does a foreign LLC need a business license in Kentucky?

Depending on the type of business conducted, a foreign LLC may need to obtain a business license or permit from local authorities in Kentucky.

Who can serve as a registered agent for a foreign LLC in Kentucky?

A registered agent for a foreign LLC in Kentucky can be an individual resident of the state or a business entity authorized to conduct business in Kentucky.

Can a foreign LLC be managed by members or managers in Kentucky?

Yes, a foreign LLC in Kentucky can be managed by its members or appointed managers according to the LLC’s operating agreement.

Are there any restrictions on the name of a foreign LLC in Kentucky?

Just like domestic LLCs, foreign LLCs in Kentucky must ensure their names are distinguishable from other entities on record with the Secretary of State.

Can a foreign LLC dissolve in Kentucky?

Yes, a foreign LLC can voluntarily dissolve in Kentucky by filing a Certificate of Dissolution with the Secretary of State and settling any outstanding debts.

Do I need to disclose ownership information for my foreign LLC in Kentucky?

While ownership information is generally not required to be publicly disclosed, foreign LLCs in Kentucky may need to provide ownership details in certain circumstances or to comply with state laws.

Can a foreign LLC convert to a Kentucky corporation?

Yes, a foreign LLC in Kentucky can convert to a traditional corporation by following the applicable conversion process outlined by the state laws.

What is a foreign LLC in Kentucky?

A foreign LLC in Kentucky is an LLC that was formed in a different state but wants to do business in Kentucky.

In Conclusion

Having a foreign LLC in Kentucky is nothing but expanding your business legally beyond the boundary of your domestic or home state. Starting a foreign LLC in Kentucky does not require a lot of documentation or tasks. However, it is always good to seek help from a professional when it comes to running your business. From getting the Certificate of Existence to hiring a registered agent in Kentucky, a professional or attorney can always be a perfect help. ZenBusiness is one of the most accurate and user-friendly services that offer a bunch of LLC formation services. They offer LLC formation for $0 (excluding the state formation fee).

The cost of registering a foreign LLC in Kentucky can vary depending on a range of factors. While the initial registration fees and ongoing expenses can be a significant investment, many companies find that the benefits of establishing a presence in the state outweigh the costs. By carefully considering the expenses involved and budgeting accordingly, companies can ensure that their foreign LLC in Kentucky is a success.