COMMONWEALTH OF KENTUCKY TREY GRAYSON, SECRETARY OF STATE __________________________________________________________________________________________________________________________ Division of Corporations Business Filings PO Box 718 Frankfort, KY 40602 (502) 564-3490 www.sos.ky.gov Certificate of Authority for Profit/Nonprofit/Professional Service Corporation FCO (Foreign Business Corporation) Pursuant to the provisions of KRS Chapter 271B, 273 or 274, the undersigned hereby applies for authority to transact business in Kentucky on behalf of the corporation named below and, for that purpose, submits the following statements: 1. The corporation is: profit corporation (KRS 271B). nonprofit corporation (KRS 273). professional service corporation (KRS 274). 2. The name of the corporation is____________________________________________________________________________________________________. 3. The name of the corporation to be used in Kentucky is (if applicable):______________________________________________________________________. (Only provide if "real name" is unavailable for use; otherwise, leave blank.) 4. The state or country under whose law the corporation is incorporated is____________________________________________________________________. 5. The date of incorporation is _______________________________________and the period of duration is _________________________________________. 6. The mailing address of the corporation’s principal office is _______________________________________________________________________________________________________________________________. Street Address City State Zip Code 7. The street address of the corporation’s registered office in Kentucky is _______________________________________________________________________________________________________________________________. Street Address (No P.O. Box Numbers) City State Zip Code and the name of the registered agent at that office is _____________________________________________________________________________________. 8. The names and business addresses of the corporation’s current officers and directors are as follows: _______________________________________________________________________________________________________________________________ Name Street or P.O. Box City State Zip Code _______________________________________________________________________________________________________________________________ Name Street or P.O. Box City State Zip Code _______________________________________________________________________________________________________________________________ Name Street or P.O. Box City State Zip Code 9. If a professional service corporation, all the individual shareholders, not less than one half (1/2) of the directors, and all of the officers other than the secretary and treasurer are licensed in one or more states or territories of the United States or District of Columbia to render a professional service described in the statement of purposes of the corporation. 10. A certificate of existence duly authenticated by the Secretary of State accompanies this application. 11. This application will be effective upon filing, unless a delayed effective date and/or time is provided. The effective date or the delayed effective date cannot be prior to the date the application is filed. The date and/or time is ______________________________. (Delayed effective date and/or time) ____________________________________________________________________________________________________ Signature of Officer or Chairman of the Board Printed Name & Title Date I, _________________________________________________________, consent to serve as the registered agent on behalf of the corporation. Type/Print Name of Registered Agent _______________________________________________________________________________________________________ Signature of Registered Agent (08/10) Printed Name & Title Date American LegalNet, Inc. www.FormsWorkFlow.com FILING INSTRUCTIONS APPLICATION FOR CERTIFICATE OF AUTHORITY TYPE OF CORPORATION The corporation must indicate if it is a business corporation (KRS 271B), a nonprofit corporation (KRS 273), or a professional service corporation (KRS 274) by checking the appropriate box. NAME The corporate name must contain the word “corporation,” “incorporated,” “company,” or “limited,” or an abbreviation thereof. The corporation must apply under its “real name” as filed in the state or country in which it is incorporated. If the "real name" is unavailable for use in Kentucky, the corporation must adopt a fictitious name for use in this state. If a fictitious name is adopted, a resolution of the corporation’s board of directors, certified by the secretary, adopting the fictitious name must accompany this application. The name of a professional service corporation must contain the words “professional service corporation” or the abbreviation “P.S.C.“ DATE OF INCORPORATION AND DURATION The date of incorporation is the date articles of incorporation were filed with the secretary of state or other official having custody of corporate records. The period of duration of the corporation is that period which is stated in the articles of incorporation. (May be perpetual or a total number of years.) PRINCIPAL OFFICE ADDRESS The principal office is the office (in or out of this state) so designated in writing with the Office of the Secretary of State where the principal designated office of the corporation is located. This address must be a street address. REGISTERED OFFICE AND REGISTERED AGENT The registered office of the business entity must be in Kentucky and maintain a street address (a PO Box is insufficient for the registered office address). In order to transact business in Kentucky, the registered agent shall be an individual resident of Kentucky, a Kentucky domestic corporation, a Kentucky domestic non-corporation, a Kentucky domestic limited liability company, a foreign corporation, a foreign non-corporation or a foreign limited liability company authorized to transact business in Kentucky. The registered agent is the individual or business designated to receive service of process in the event the business is party to a legal action. The company seeking formation shall not act as its own registered agent. CONSENT OF REGISTERED AGENT Unless the registered agent signs the form, the corporation must deliver with the certificate of authroity, the registered agent’s consent to the appointment. The registered agent must give written consent to act as agent on behalf of the corporation. If the registered agent is a corporation an officer or the chairman of the board of directors must sign on behalf of the corporation. If the registered agent is a limited liability company and management of the company is vested in one or more managers, a manager must sign on behalf of the limited liability company. If management of the company is vested in its members, a member must sign. The person signing on behalf of the business entity acting as agent must designate the title or capacity in which he or she signs. CERTIFICATE OF EXISTENCE A certificate of existence or document of similar import (for example, certificate of “good standing”) must accompany this application. Please contact the Office of the Secretary of State of the domiciled state for a certificate of existence. EFFECTIVE DATE AND TIME The document will be effective on the date and time of filing, unless a delayed effective date and/or time is specified. A delayed effective date may not be later th than the 90 day after the date of filing. WHO MAY SIGN The documents must be signed by an officer or chairman of the board. NUMBER OF COPIES If filing via mail or in person, one exact or conformed copy of the documents with the filing fee must be submitted to the address below. To make a copy of the filing for delivery to the local county clerk’s office, visit www.sos.ky.gov and print a copy from the organization search tool. DOCUMENT DELIVERY All documents will be sent to the return address on the outer envelope. If no address is found, the documents will be sent to the principal office. If the applicant wishes for correspondence from the Office of the Secretary of State to be sent to someone other than those above, a request must be submitted in writing affirming that request. All other communication and notification shall follow the process prescribed in Kentucky Revised Statute. FILING FEE The filing fee for a profit corporation or a professional service corporation is $90.00. The filing fee for a nonprofit corporation is $40.00. Checks should be made payable to the "Kentucky State Treasurer." MAILING ADDRESS Trey Grayson Secretary of State P.O. Box 718 Frankfort, KY 40602-0718 OFFICE LOCATION Room 154, Capitol Building 700 Capital Avenue Frankfort, KY 40601 Hours of Operation: 8:00 AM-4:30 PM ET CONTACT INFORMATION AND NAME AVAILABILITY If you have any questions, need additional forms or wish to search for name availability, please feel free to visit our website at www.sos.ky.gov or call (502) 5643490. FUTURE DOCUMENTATION REQUIREMENTS AND DEADLINES The business entity must file an annual report with the Secretary of State between January 1 and June 30 of the year following the calendar year in which the corporation was formed. Subsequent annual reports must be filed with the Secretary of State between January 1 and June 30 of the following calendar years. A statement of change of the registered agent and/or registered office address or principal office address must be filed with the Secretary of State whenever a change has occurred involving any of the above categories. Downloadable forms may be found on our website. 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