KRS 14A.9-010: Authority to transact business required -- Certificate of authority

required for award of state contract -- Exception for foreign insurer.

(1) A foreign entity shall not transact business in this Commonwealth 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:

(a) Maintaining, defending, or settling any proceeding;

(b) Holding meetings of t he 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 t he 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 thr ough 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 col lecting 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.

(3) The list of activities in subsection (2) of this section is not exhaustive.

(4) 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.

(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

regulation under any other law of this Commonwealth.

(6) 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.

(7) 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.