This webpage will go over the process of filing foreign and domestic partnerships with the Kentucky Secretary of State. Those looking to form a limited partnership (LP) in Kentucky, or representatives of an LP seeking authority to transact business in this State, will be able to file all of their documentation online using the Kentucky Business One Stop Portal. Alternatively, those wishing to register their foreign or domestic partnership through the application of a PDF file may download their forms here on our website and send them in the mail to the office of the Secretary of State with the accompanying filing fees. Those looking to act as a domestic partnership will be required to pay $40 across the board while all foreign partnerships will need to submit $90. It is necessary that all prospecting partners complete and submit their forms in accordance with Chapter 362 of the Kentucky Revised Statutes.

Every business entity is required to operate under a name which is completely unique within the State of Kentucky. Although there is a conveniently placed name availability search in the online registration forms, those opting to file using the PDF application will be required to perform a Business Entity Search to ensure their business name is available. Furthermore, once you’ve confirmed that your chosen name is available, you may which to submit a name reservation form. This filing will place a hold on a company name for a period of 120 days.

How to File an LP (Online)

All online filers must first create an account with the Kentucky business registration website before being permitted to enter the online portal. If you’re having trouble with the account creation process, we’ve provided a tutorial here.

This tutorial will apply to both foreign and domestic limited partnerships.

Step 1-  Navigate to this webpage which will present you with the login fields. Provide your Username and Password to be brought to your homepage.

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Step 2- You will now need to select the Registration Services option followed by the Business Registrations link on the subsequent page to be brought to the next step.

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Step 3- Here you can select the first option if you plan to form a domestic LP, or the second if you qualify as a foreign partnership. In the drop down select the Limited Partnership option to continue.

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Step 4- Next you will be require to enter the registration contact information. Provide their full name as well as their phone number before continuing to the next page.

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Step 5- At this point you will be able to perform the business name search. Both foreign and domestic entities will be required to enter their name into the field at the top of this page and choose the suffix from the drop-down menu to the right. If it is available, you will be presented with a message similar to the one in the second window below. Click Yes if you plan on using this name and next to move on to the subsequent step.

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Step 6- Here, you will need to supply the registered agent type, full name, contact information and address.

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Step 7- Enter the full address of your principle office into this page then click Next.

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Step 8- Under Business Information, you will be required to specify whether you wish to make your LP an LLLP (limited liability limited partnership) or not. Foreign LPs will also be given the opportunity to give the date of their original organization and duration of term in Kentucky (shown in window 2).

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Step 9- You will be required to add a business representative next. In this case, select whether it will be an individual or business then if it’s to be a representative or a general partner in the second drop down menu. Enter that individual’s/business’s information into the fields that appear. Once all necessary partners have been added, click Next.

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Step 10- If there is to be an effective date different from the day of filing, enter it here.

kentucky-lp-online-11Step 11- Enter the business administrators here. You may use yourself as the One Stop Business Administrator. Click Next when finished.

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Step 12-Provide the e-Signatures of all the general partners and the date of filing.

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Step 13- You will be presented with the summary of everything you just entered to review. Make sure that all the data you’ve submitted is complete and accurate before continuing to the payment of the filing fees.

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Step 14- Select the payment type in the drop down menu on the right and enter the credit card/other payment info into the supplied fields on the subsequent page to finish the online filing process.

kentucky-lp-online-15How to File a LP (PDF)

Step 1- Download the PDF of either the Certificate of LP for domestic partnerships or the Certificate of Authority, usable for all foreign entities.

Step 2- The Certificate of LP will ask of you the following information:

  • 1-Name of partnership
  • 2-Mailing address of principle office
  • 3-Street address of initial office
  • 4-Name of registered agent at that address
  • 5-Name and address of each general partner
  • 6-Check box if you elect to be a LLLP
  • 7-Delayed filing date (if applicable)
  • Signature of each partner, printed name, date of filing
  • Signature of registered agent, printed name, date of filing

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The Foreign Certificate of Authority will ask that you supply the following:

  • 1-Identify which entity type you’d like to form
  • 2-The name of the entity
  • 3-The name of the entity to be used in Kentucky (if applicable)
  • 4-State or country of original organization
  • 5-Date of organization
  • 6-Mailing address of principle office
  • 7-Street address of registered office in Kentucky and registered agent
  • 8-Name and addresses of general partners
  • 11-Select if LP is to be LLLP
  • 13-Effective date (if different than time of filing)
  • Signature of authorized representative, their title and the date of filing
  • Signature of registered agent, printed name, title, date of filing

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Step 3- Attach with the forms, a check covering the filing fee of $40 if filing domestically or $90 if filing as a foreign entity. Mail all items to the office of the Secretary of State (address below) for processing.

Office of the Secretary of State, Records Branch

P.O. Box 718, 700 Capital Ave., Ste. 156

Frankfort, KY 40601

How to File a GP

Step 1- Filing the Statement of Partnership Authority with the Secretary of State isn’t a required maneuver in the formation of your partnership. However those wishing formally file can download the form and enter the following data about your GP into it’s fields:

  • 1-Name of partnership
  • 2-Address of chief execute office
  • 3-Complete address of partnership’s office in Kentucky
  • 4-Names and mailing address of all partners
  • 5-Partners authorized to execute an instrument in the partnership’s name
  • 6-Indicate the date a Statement of Qualification was filed (if applicable)
  • 7-The authority of partners to transact business on behalf of the partnership
  • 8-Effective date (if different from date of filing)
  • Signature of both partners, printed name, title, date of filing

Kentucky-Statement-of-Partnership-Authority-GPStep 2- Attach with the form a check covering the $40 filing fee and make the check payable to the Kentucky State Treasurer. Mail both items to the below address for processing.

Office of the Secretary of State, Records Branch

P.O. Box 718, 700 Capital Ave., Ste. 156

Frankfort, KY 40601

How to File a LLP

Step 1- You may begin by downloading either the Kentucky Domestic Statement of Qualification or the Kentucky Foreign Statement of Qualification.

Step 2- The domestic form with require the following information:

  • 1-Name of partnership
  • 2-Name of partnership to be used in Kentucky (if applicable)
  • 3-Mailing address of principle office
  • 4-Mailing address of chief executive office (if applicable)
  • 5-Street address of initial registered office in Kentucky
  • 6-Name of initial registered agent
  • 8-Date on which the Statement of Authority was filed
  • 9-Effective date (If different that date of filing)
  • Signature of partners, printed name and date of filing
  • Consent of the registered agent as well as their signature, printed name and the date of filing

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The Foreign Statement of Qualification will require this information:

  • 1-Name of partnership
  • 2-Name of entity to be used in Kentucky (if applicable)
  • 3-Address of principle office
  • 4-Address of principle office in Kentucky (if applicable)
  • 5-Street address of initial registered office in Kentucky
  • 6-Name of initial registered agent
  • 7-State/Country of original jurisdiction
  • 8-Effective date (if different from date of filing)
  • Signature, printed name of partners and the date of filing
  • Consent from the registered agent, signature, printed name, date of filing

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Step 3- Attach with the forms a check covering the necessary filing fee (domestic entities will owe $40 while foreign LLPs will need to pay $90). Send both items to the office of the Secretary of State for processing.

Office of the Secretary of State, Records Branch

P.O. Box 718, 700 Capital Ave., Ste. 156

Frankfort, KY 40601

Tips

EIN – All businesses will be required to file for an Employer Insurance Number either Online using the IRS website or through PDF Form SS-4. This number will allow for the Internal Revenue Services to identify you as a legitimate, tax-paying entity. Without this identifier, you will be unable to perform such tasks as opening a checking account, registering a corporate credit card or applying for a loan. Click on the link at the beginning of this paragraph to access our tutorial on the application process.

Partnership Agreement– The partnership agreement should be drafted immediately after, and sometimes before, filing for formation with the Secretary of State. It should be noted however that this is not a legally required agreement and the decision to create one is up to the initial partners of the business. This document will enable the installment of all provisions relating to the management and government of the business’s internal affairs which might include the number of meetings, the capitalization of each partner, the allocation of assets upon dissolution as well as the nature of each partner’s authority. You will find all this and more in the template found linked in the heading of this paragraph, available in MS Word and Adobe PDF formatting.

Renewal– The online filing of your annual report will allow you to remain in good standing with the Secretary of State and help your retain the status of active. This task can be completed in similar fashion to a business entity search, as you will begin by entering the name of your business into the supplied field on this webpage, selecting your name from the list and clicking on the Continue to File Annual Report button on the subsequent page. The information submitted into the fields will allow for the Secretary of State to be updated on any changes which may have changed with the general structure of your business over the course of the previous 12 months.

How to (Video)