2011 Kentucky Revised Statutes Subchapter 9. Foreign Business Entities 14A.9.010 Authority to transact business required -- Certificate of authority required for award of state contract.
KY Rev Stat § 14A.9.010 (1996 through Reg Sess) What's This?
14A.9-010 Authority to transact business required -- Certificate of authority
required for award of state contract.
(1)
(2)
(3)
(4)
(5)
(6)
A foreign entity shall not transact business in this state until it obtains a certificate
of authority from the Secretary of State.
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.
The list of activities in subsection (2) of this section is not exhaustive.
This section shall not apply to:
(a) Foreign limited liability partnerships; and
(b) Foreign general partnerships.
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.
Notwithstanding any other law to the contrary, a foreign entity exempt under
subsection (2)(j) or (4) of this section shall obtain a certificate of authority from the
Secretary of State under KRS 14A.9-030 to be eligible for award of a state contract
under KRS Chapter 45A or 176.
Effective: June 8, 2011
History: 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).
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