March 10, 2017

New Questions on Kentucky’s 2017 Annual Report Form for Businesses

Written By

Thomas E. Rutledge
Member, Stoll Keenon Ogden PLLC

Companies organized in Kentucky and those qualified to transact business in Kentucky are now receiving their annual report forms from the Kentucky Secretary of State.

There are some changes on the form of which you should be aware.

Filing Is Required

But first: it is absolutely necessary that every company either organized in Kentucky or qualified to transact business in Kentucky properly complete and file the annual report.

A domestic company that does not file its annual report will be subject to administrative dissolution. Foreign companies that do not file an annual report will have their certificate of authority to transact business in Kentucky revoked. While administrative dissolution can be cured, it will cost, at minimum, several hundred dollars to accomplish.Conversely, revocation of a certificate of authority is not subject to cure, and a new registration with the state will have to be accomplished.

In either instance, it is far easier to complete and submit the annual report.

On the annual report for corporations, the company secretary must be identified. Also, be sure the list of other officers and of the directors is up to date. As clarified on this year’s annual report form, if an LLC is manager-managed, the names and addresses of those managers must be set forth. If conversely the LLC is member-managed, it is not necessary to name any of the members.

Back to Those New Questions

The 2017 annual report form contains several new questions including:

This information will help the Secretary of State’s office respond to questions. For example, a 3rd party might ask the Secretary of State for a listing of all of veteran owned businesses in Kentucky. With this new information, the Secretary of State could respond to that inquiry.

It is important to note, however, that answering these questions is optional; the annual report form will be complete and will be accepted even if some or none of these new questions are answered. Annual report forms are of public record, and any information you might disclose with respect to these new questions will likewise be publicly available.

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