State Codes and Statutes

Statutes > Kentucky > 014A09 > 010

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Page 1 of 1 14A.9-010 Authority to transact business required. (Effective January 1, 2011) (1) A foreign entity shall not transact business in this state until it obtains a certificate of authority from the Secretary of State. (2) The following activities, among others, shall not constitute transacting business within the meaning of subsection (1) of this section: <br>(a) Maintaining, defending, or settling any proceeding; <br>(b) Holding meetings of the board of directors, shareholders, partners, members, managers, beneficial owners, or trustees or carrying on other activities <br>concerning the internal affairs of the foreign entity; (c) Maintaining bank accounts; <br>(d) Maintaining offices or agencies for the transfer, exchange, and registration of the foreign entity's own securities or maintaining trustees or depositaries with <br>respect to those securities; (e) Selling through independent contractors; <br>(f) Soliciting or obtaining orders, whether by mail or through employees, agents, or otherwise, if the orders require acceptance outside this state before they <br>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; <br>(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; <br>and (k) Transacting business in interstate commerce. (3) The list of activities in subsection (2) of this section is not exhaustive. <br>(4) This section shall not apply to: (a) Foreign limited liability partnerships; and <br>(b) Foreign general partnerships. (5) 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 <br>regulation under any other law of this Commonwealth. Effective: January 1, 2011 <br>History: Created 2010 Ky. Acts ch. 151, sec. 40, effective January 1, 2011. <br>Legislative Research Commission Note (1/1/2011). The word &quot;contracts&quot; in subsection (5) of this statute has been changed in codification to &quot;contacts.&quot; This manifest <br>clerical or typographical error has been corrected by the Reviser of Statutes under the <br>authority of KRS 7.136(1).

State Codes and Statutes

Statutes > Kentucky > 014A09 > 010

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Page 1 of 1 14A.9-010 Authority to transact business required. (Effective January 1, 2011) (1) A foreign entity shall not transact business in this state until it obtains a certificate of authority from the Secretary of State. (2) The following activities, among others, shall not constitute transacting business within the meaning of subsection (1) of this section: <br>(a) Maintaining, defending, or settling any proceeding; <br>(b) Holding meetings of the board of directors, shareholders, partners, members, managers, beneficial owners, or trustees or carrying on other activities <br>concerning the internal affairs of the foreign entity; (c) Maintaining bank accounts; <br>(d) Maintaining offices or agencies for the transfer, exchange, and registration of the foreign entity's own securities or maintaining trustees or depositaries with <br>respect to those securities; (e) Selling through independent contractors; <br>(f) Soliciting or obtaining orders, whether by mail or through employees, agents, or otherwise, if the orders require acceptance outside this state before they <br>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; <br>(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; <br>and (k) Transacting business in interstate commerce. (3) The list of activities in subsection (2) of this section is not exhaustive. <br>(4) This section shall not apply to: (a) Foreign limited liability partnerships; and <br>(b) Foreign general partnerships. (5) 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 <br>regulation under any other law of this Commonwealth. Effective: January 1, 2011 <br>History: Created 2010 Ky. Acts ch. 151, sec. 40, effective January 1, 2011. <br>Legislative Research Commission Note (1/1/2011). The word &quot;contracts&quot; in subsection (5) of this statute has been changed in codification to &quot;contacts.&quot; This manifest <br>clerical or typographical error has been corrected by the Reviser of Statutes under the <br>authority of KRS 7.136(1).

State Codes and Statutes

State Codes and Statutes

Statutes > Kentucky > 014A09 > 010

Download pdf
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Page 1 of 1 14A.9-010 Authority to transact business required. (Effective January 1, 2011) (1) A foreign entity shall not transact business in this state until it obtains a certificate of authority from the Secretary of State. (2) The following activities, among others, shall not constitute transacting business within the meaning of subsection (1) of this section: <br>(a) Maintaining, defending, or settling any proceeding; <br>(b) Holding meetings of the board of directors, shareholders, partners, members, managers, beneficial owners, or trustees or carrying on other activities <br>concerning the internal affairs of the foreign entity; (c) Maintaining bank accounts; <br>(d) Maintaining offices or agencies for the transfer, exchange, and registration of the foreign entity's own securities or maintaining trustees or depositaries with <br>respect to those securities; (e) Selling through independent contractors; <br>(f) Soliciting or obtaining orders, whether by mail or through employees, agents, or otherwise, if the orders require acceptance outside this state before they <br>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; <br>(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; <br>and (k) Transacting business in interstate commerce. (3) The list of activities in subsection (2) of this section is not exhaustive. <br>(4) This section shall not apply to: (a) Foreign limited liability partnerships; and <br>(b) Foreign general partnerships. (5) 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 <br>regulation under any other law of this Commonwealth. Effective: January 1, 2011 <br>History: Created 2010 Ky. Acts ch. 151, sec. 40, effective January 1, 2011. <br>Legislative Research Commission Note (1/1/2011). The word &quot;contracts&quot; in subsection (5) of this statute has been changed in codification to &quot;contacts.&quot; This manifest <br>clerical or typographical error has been corrected by the Reviser of Statutes under the <br>authority of KRS 7.136(1).