5 months ago · Updated 3 days ago
If your LLC was formed in another state and it does business in Kentucky, you may need a Certificate of Authority from the Kentucky Secretary of State. You apply with Form FBE and pay $90. Not every LLC with a Kentucky connection has to file, so the first thing to settle is whether yours does.
"Foreign" only means formed somewhere else. A Delaware or Wyoming LLC is foreign in Kentucky. Registering does not create a new company. It gives the one you already have permission to operate here. If you are starting a new company in the state instead, use the Kentucky LLC formation guide.
What does a foreign LLC need to do in Kentucky?
File Form FBE with the Secretary of State and pay $90. Name a Kentucky registered agent with a street address in the state. After approval, file a copy with the county clerk and send the $15 annual report between January 1 and June 30. The state says filings are usually processed the day they are received and can take up to three business days.
Do you have to register?
Kentucky requires a foreign entity to get authority before it "transacts business" in the state (KRS 14A.9-010). The statute does not define that phrase with a headcount or revenue test. It lists activities that do not count, and says the list is not complete. So the answer depends on what your LLC actually does in Kentucky.
| Activity in Kentucky | Counts as transacting business? |
|---|---|
| Holding a bank account | No |
| Owning property, with nothing more | No |
| Selling through independent contractors | No |
| Taking orders that must be accepted outside Kentucky | No |
| Interstate commerce | No |
| Defending or settling a lawsuit; internal company meetings | No |
| Borrowing money or granting security interests; collecting debts | No |
| One isolated transaction finished within 30 days, not part of a pattern | No |
| An office, storefront or warehouse, or repeated local work | Likely yes. It is not on the safe list, so look at the facts. |
How to file Form FBE
Check that your name works in Kentucky
Search the Secretary of State's records using the steps in our Kentucky name search section. If your home-state name is taken here, Form FBE has a separate line for a different name to use in Kentucky (KRS 14A.3-040).
Line up a registered agent
The agent needs a Kentucky street address, and it must match the registered office. A PO box does not work. The agent is either a Kentucky resident or a company authorized to do business in Kentucky (KRS 14A.4-010). The LLC cannot be its own agent. Our Kentucky registered agent guide covers the options, and the general registered agent guide compares services.
Fill in the form
You give the exact home-state name, the state and date of formation, the principal office address, the agent's details and, for a manager-managed LLC, the managers' names and addresses. The agent either signs the form or sends a written consent.
Submit it with $90
You can file online through the state's FastTrack system, by mail, or in person in Frankfort. The fee is the same for each.
Keep the approved filing
Banks and licensing offices sometimes ask for it. Store it with your home-state formation records.
The current form does not ask you to attach a certificate of good standing from your home state. Instead, the person signing certifies that the LLC validly exists where it was formed. Forms change, so download the current version before you fill it in.
What it costs and how long it takes
| Item | Amount | Source |
|---|---|---|
| Certificate of Authority (Form FBE) | $90 | Secretary of State fee schedule |
| County clerk copy, up to five pages | $33 | KRS 64.012; confirm with your clerk |
| Annual report | $15 a year | Secretary of State fee schedule |
| Change of registered agent or office | $10 | Secretary of State fee schedule |
| Amended Certificate of Authority | $40 | Secretary of State fee schedule |
| Certificate of Withdrawal | $40 | Secretary of State fee schedule |
Fees checked on the Secretary of State's fee page on October 7, 2026. A commercial registered agent charges on top of this, and Kentucky taxes depend on what the company does. For the full picture on a new Kentucky company, see the Kentucky LLC cost breakdown.
On timing, the state's business filings FAQ says documents other than annual reports are usually processed the same day they are received, and can take up to three business days. It does not promise different speeds for online, mail or walk-in filings. Mail simply adds the postal time before the state receives the document. The Kentucky processing time section has the comparison table.
After you are approved
File the annual report. The first one is due between January 1 and June 30 of the calendar year after you are authorized, and then every year. Missing it can put the LLC out of good standing and, eventually, lead to revocation. Details are in the Kentucky annual report guide.
Keep the agent current. A foreign LLC has to maintain a Kentucky registered office and agent for as long as it is authorized. If either changes, file the $10 change form.
Handle taxes separately. A Certificate of Authority does not answer tax questions. A for-profit LLC subject to the limited liability entity tax generally pays at least $175, and sales tax, withholding and licenses depend on the business. The Kentucky tax section explains how that tax works.
What happens if you operate without authority
KRS 14A.9-020 sets two consequences when authority was required and you did not get it. The LLC owes a civil penalty of $2 for each day it transacts business without a certificate, and it cannot start or maintain a lawsuit in a Kentucky court until it obtains one. A court can pause the case while that is sorted out.
The same statute says that not having a certificate does not invalidate the LLC's contracts and does not stop it from defending a lawsuit. The penalty is small. The court-access limit is the practical risk, because an LLC that needs to sue a Kentucky customer or vendor may have to register first.
Mistakes that slow filings down
If the LLC later stops doing business in Kentucky, file a Certificate of Withdrawal (Form WFE, $40) to end the registration. Closing tax accounts, licenses and local permits is a separate job. Registering in another state instead? We also have guides for a Texas foreign LLC and a New Jersey foreign LLC.
Check the statutory safe list first. If you do need authority, file Form FBE for $90 with a Kentucky registered agent, record the county copy, and calendar the $15 annual report for June 30.
Sources
Statutes: KRS 14A.9-010 (authority to transact business), 14A.9-020 (consequences), 14A.9-030 (application), 14A.3-040 (name), 14A.4-010 (registered office and agent) and 14A.6-010 (annual report). Processing time: Kentucky business filings FAQ. This page is general information, not legal advice.