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 FNP (Foreign Limited Partnership) _____________________________________________________________________________________________________________________ Pursuant to the provisions of KRS Chapter 362, the undersigned applicant applies for a certificate of authority on behalf of the foreign limited partnership named below and, for that purpose, submits the following statements: 1. The name of the foreign limited partnership is: ____________________________________________________________________________. 2. The name of the foreign limited partnership to be used in Kentucky is:__________________________________________________________. 3. The state or country of formation is: ____________________________________________________________________________________. 4. The street and mailing address of the foreign limited partnership’s principal office and, if the laws of the jurisdiction under which the partnership is organized require the foreign limited partnership to designate an office in that jurisdiction, the street and mailing address of that office: ___________________________________________________________________________________________. Street Address (No Post Office Box Numbers) City State Zip Code _____________________________________________________________________________________________________________. Mailing Address (Street or Post Office Box Numbers) 5. City State Zip Code The name and street address of the initial registered agent and the registered office is: ______________________________________________________________________________________________________________. Name 6. Street Address (No Post Office Box Numbers) City State Zip Code The name and business street and mailing address of each general partner: ______________________________________________________________________________________________________________. Name Street Address (No Post Office Box Numbers) City State Zip Code ______________________________________________________________________________________________________________. Mailing Address (Street or Post Office Box Numbers) City State Zip Code ______________________________________________________________________________________________________________. Name Street Address (No Post Office Box Numbers) City State Zip Code ______________________________________________________________________________________________________________. Mailing Address (Street or Post Office Box Numbers) City State Zip Code 7. The limited partnership elects to be a limited liability limited partnership. Check the box if applicable: 8. A certificate of existence or a record of similar import signed by the Secretary of State or other official having custody of the records of the limited partnership must accompany this application. I declare under penalty of perjury under the laws of the state of Kentucky that the foregoing is true and correct. ___________________________________________________________________________________________________ Signature of General Partner Printed Name & Title Date I, ______________________________________________________, consent to serve as the registered agent on behalf of the limited partnership. Print Name of Registered Agent _________________________________________________________________________________________________________________________ Signature of Registered Agent Printed Name & Title Date (09/09) American LegalNet, Inc. www.FormsWorkFlow.com FILING INSTRUCTIONS CERTIFICATE OF AUTHORITY FOR A FOREIGN LIMITED PARTNERSHIP NAME The name of the foreign limited partnership that is not a limited liability limited partnership shall contain the word “limited,” or the abbreviation “Ltd.,” or the phrase “limited partnership” or the abbreviation “L.P.” or “LP” and it shall not contain the phrase “limited liability limited partnership” or the abbreviation “LLLP.” The name of a limited partnership that is a limited liability limited partnership shall contain the phrase “limited liability limited partnership” or the abbreviation “LLLP” or “L.L.L.P.” and it shall not contain only “limited partnership” or the abbreviation of “L.P.” or “LP.” The name of the limited partnership shall be distinguishable upon the records of the Secretary of State from any name of record with the Secretary of State. STATE OR JURISDICTION List the state or country of the organization. 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 limited partnership is located. 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 certificate, the partnership must deliver with the certificate of authority, the registered agent’s consent to the appointment. The registered agent must give written consent to act as agent on behalf of the limited partnership. 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. WHO MAY SIGN The document must be signed by a general partner. 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. NUMBER OF COPIES When filing online with the FastTrack system, no copies are required. 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 this document is $90.00. 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) 564-3490. 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. (09/09) American LegalNet, Inc. www.FormsWorkFlow.com