Kentucky Statutes 14A.9-010 – Authority to transact business required — Certificate of authority required for award of state contract — Exception for foreign insurer
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(1) A foreign entity shall not transact business in this Commonwealth until it obtains a certificate of authority from the Secretary of State.
(2) The following activities, among others, shall not constitute transacting business within the meaning of subsection (1) of this section:
(a) Maintaining, defending, or settling any proceeding;
(b) Holding meetings of the board of directors, shareholders, partners, members, managers, beneficial owners, or trustees or carrying on other activities concerning the internal affairs of the foreign entity;
(c) Maintaining bank accounts;
(d) Maintaining offices or agencies for the transfer, exchange, and registration of the foreign entity’s own securities or maintaining trustees or depositaries with respect to those securities;
(e) Selling through independent contractors;
(f) Soliciting or obtaining orders, whether by mail or through employees, agents, or otherwise, if the orders require acceptance outside this state before they become contracts;
(g) Creating or acquiring indebtedness, mortgages, and security interests in real, personal, or intangible property;
(h) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts;
(i) Owning, without more, real or personal property;
(j) Conducting an isolated transaction that is completed within thirty (30) days and that is not one (1) in the course of repeated transactions of a like nature; and
(k) Transacting business in interstate commerce.
(3) The list of activities in subsection (2) of this section is not exhaustive.
(4) Except as provided in subsection (6) of this section, this section shall not apply to foreign general partnerships. Whether a foreign limited liability partnership is transacting business in this Commonwealth shall be determined under subsection (2) of this section. A foreign limited liability partnership that is transacting business in this Commonwealth shall file a statement of foreign qualification pursuant to KRS § 362.1-951.
(5) This section shall not apply in determining the contacts or activities that may subject a foreign entity to service of process or taxation in this Commonwealth or to regulation under any other law of this Commonwealth.
(6) Notwithstanding any other law to the contrary, a foreign entity, in order to be eligible for award of a state contract under KRS Chapter 45A or 176, shall have a certificate of authority or a statement of foreign qualification.
(7) A foreign insurer with a certificate of authority from the commissioner of the
Department of Insurance is not subject to subsection (1) or (6) of this section.
Effective: June 24, 2015
History: Amended 2015 Ky. Acts ch. 34, sec. 5, effective June 24, 2015. — Amended
2012 Ky. Acts ch. 81, sec. 84, effective July 12, 2012. — Amended 2011 Ky. Acts ch.
80, sec. 1, effective June 8, 2011. — Created 2010 Ky. Acts ch. 151, sec. 40, effective
January 1, 2011.
Legislative Research Commission Note (1/1/2011). The word “contracts” in subsection (5) of this statute has been changed in codification to “contacts.” This manifest clerical or typographical error has been corrected by the Reviser of Statutes under the authority of KRS § 7.136(1).
(2) The following activities, among others, shall not constitute transacting business within the meaning of subsection (1) of this section:
Terms Used In Kentucky Statutes 14A.9-010
- Business: includes every trade, occupation, and profession. See Kentucky Statutes 14A.1-070
- Contract: A legal written agreement that becomes binding when signed.
- Directors: when applied to corporations, includes managers or trustees. See Kentucky Statutes 446.010
- Entity: means a corporation, business or statutory trust, partnership, limited partnership, limited liability company, limited cooperative association, or unincorporated nonprofit association, governed as to its internal affairs by the laws of the Commonwealth of Kentucky. See Kentucky Statutes 14A.1-070
- Foreign: when applied to a corporation, partnership, limited partnership, business trust, statutory trust, or limited liability company, includes all those incorporated or formed by authority of any other state. See Kentucky Statutes 446.010
- Foreign limited liability partnership: means a partnership that:
(a) Is formed under laws other than the laws of this Commonwealth. See Kentucky Statutes 14A.1-070 - Intangible property: Property that has no intrinsic value, but is merely the evidence of value such as stock certificates, bonds, and promissory notes.
- Personal property: All property that is not real property.
- Property: means all property, real, personal, or mixed, tangible or intangible, or any interest therein. See Kentucky Statutes 14A.1-070
- Service of process: The service of writs or summonses to the appropriate party.
- State: when applied to a part of the United States, includes territories, outlying possessions, and the District of Columbia. See Kentucky Statutes 446.010
- Statute: A law passed by a legislature.
(a) Maintaining, defending, or settling any proceeding;
(b) Holding meetings of the board of directors, shareholders, partners, members, managers, beneficial owners, or trustees or carrying on other activities concerning the internal affairs of the foreign entity;
(c) Maintaining bank accounts;
(d) Maintaining offices or agencies for the transfer, exchange, and registration of the foreign entity’s own securities or maintaining trustees or depositaries with respect to those securities;
(e) Selling through independent contractors;
(f) Soliciting or obtaining orders, whether by mail or through employees, agents, or otherwise, if the orders require acceptance outside this state before they become contracts;
(g) Creating or acquiring indebtedness, mortgages, and security interests in real, personal, or intangible property;
(h) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts;
(i) Owning, without more, real or personal property;
(j) Conducting an isolated transaction that is completed within thirty (30) days and that is not one (1) in the course of repeated transactions of a like nature; and
(k) Transacting business in interstate commerce.
(3) The list of activities in subsection (2) of this section is not exhaustive.
(4) Except as provided in subsection (6) of this section, this section shall not apply to foreign general partnerships. Whether a foreign limited liability partnership is transacting business in this Commonwealth shall be determined under subsection (2) of this section. A foreign limited liability partnership that is transacting business in this Commonwealth shall file a statement of foreign qualification pursuant to KRS § 362.1-951.
(5) This section shall not apply in determining the contacts or activities that may subject a foreign entity to service of process or taxation in this Commonwealth or to regulation under any other law of this Commonwealth.
(6) Notwithstanding any other law to the contrary, a foreign entity, in order to be eligible for award of a state contract under KRS Chapter 45A or 176, shall have a certificate of authority or a statement of foreign qualification.
(7) A foreign insurer with a certificate of authority from the commissioner of the
Department of Insurance is not subject to subsection (1) or (6) of this section.
Effective: June 24, 2015
History: Amended 2015 Ky. Acts ch. 34, sec. 5, effective June 24, 2015. — Amended
2012 Ky. Acts ch. 81, sec. 84, effective July 12, 2012. — Amended 2011 Ky. Acts ch.
80, sec. 1, effective June 8, 2011. — Created 2010 Ky. Acts ch. 151, sec. 40, effective
January 1, 2011.
Legislative Research Commission Note (1/1/2011). The word “contracts” in subsection (5) of this statute has been changed in codification to “contacts.” This manifest clerical or typographical error has been corrected by the Reviser of Statutes under the authority of KRS § 7.136(1).