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 FLC (Foreign Limited Liability Company) Pursuant to the provisions of KRS Chapter 275, the undersigned hereby applies for authority to transact business in Kentucky on behalf of the limited liability company named below and, for that purpose, submits the following statements: 1. The company is a limited liability company (LLC) or a professional limited liability company (PLLC). 2. The name of the limited liability company is ______________________________________________________________________. 3. The name of the limited liability company to be used in Kentucky is____________________________________________________. (Only provide if “real name” is unavailable for use; otherwise leave blank). 4. The state or country of organization is __________________________________________________________________________. 5. The date of organization __________________________and, if the limited liability company has a specific date of dissolution, the latest date upon which the limited liability company is to dissolve is ______________________________________________________. 6. The street address of the registered office in Kentucky is: ___________________________________________________________________________________________________________. Street Address Only (No Post Office Box Numbers) City State Zip Code 7. The name of the registered agent at that office is _________________________________________________________________. 8. The principal address of the limited liability company is: ___________________________________________________________________________________________________________ Street Address or Post Office Box Numbers City State Zip Code 9. The names and mailing addresses of the current members/managers: ___________________________________________________________________________________________________________ Name Street Address or Post Office Box Numbers City State Zip Code ___________________________________________________________________________________________________________ Name Street Address or Post Office Box Numbers City State Zip Code 10. 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) I certify that, as of the date of filing this application, the above-named limited liability company validly exists as a limited liability company under the laws of the jurisdiction of its formation. I declare under penalty of perjury under the laws of the state of Kentucky that the foregoing is true and correct. ___________________________________________________________________________________________________________ Signature of Member, Manager or Authorized Party Printed Name & Title Date I, ______________________________________________________, consent to serve as the registered agent on behalf of the limited Print Name of Registered Agent liability company. ___________________________________________________________________________________________________________ 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 LIABILITY COMPANY TYPE OF COMPANY The limited liability company must indicate if it is a limited liability company or a professional limited liability company, by checking the appropriate box. LIMITED LIABILITY COMPANY NAME The limited liability company name must contain the words "limited liability company" or "limited company" or the abbreviations "LLC" or "LC". The word "limited" may be abbreviated as "Ltd." and the word "Company" may be abbreviated as "Co." The name of a professional limited liability company must contain the words "professional limited liability company" or "professional limited company" or the abbreviations "PLLC" or "PLC". The limited liability company must apply under its "real name" as filed in the state or country in which it is organized. If the "real name" is unavailable for use in Kentucky, the company must adopt a fictitious name for use in this state and attach a resolution of fictitious name executed by an authorized person. DATE OF ORGANIZATION AND DISSOLUTION The date of organization is the date articles of organization were filed with the secretary of state or other official having custody of the company’s records. If the limited liability company has a specific date of dissolution stated in its articles of organization, it is required to state the latest date upon which it is to dissolve. PRINCIPAL OFFICE ADDRESS The limited liability company is required to state the street address of the office required to be maintained in the state or other jurisdiction of its formation or if not so required, the principal office of the foreign limited liability company. 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 limited liability company 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 liability company. 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. 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. The effective date or the delayed ttth effective date cannot be prior to the date the application is filed. A delayed effective date may not be later than the 90 day after the date of filing. WHO MAY SIGN The document must be signed by a member or manager. NUMBER OF COPIES When filing online with the FastTrack system, no copies are required. If filing via mail or in person, one exact copy of the document 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 limited liability company 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