2016 Kentucky Revised Statutes CHAPTER 14A - KENTUCKY BUSINESS ENTITY FILING ACT Subchapter 9 - Foreign Business Entities 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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14A.9-010
Authority to transact business required -- Certificate of authority
required for award of state contract -- Exception for foreign insurer.
(1)
(2)
(3)
(4)
(5)
(6)
(7)
A foreign entity shall not transact business in this Commonwealth 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.
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.
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, 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.
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).
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