Additional Questions on 2017 Annual Reports to the Kentucky Secretary of State

Additional Questions on 2017 Annual Reports to the Kentucky Secretary of State

      Various companies, both those 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.

      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 that task. 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.

      But back to those new questions. The 2017 annual report form includes a number of questions including the county(ies) in which the business operates, its size, whether it is woman, veteran or minority owned and its line of business. This information is being sought in order that the office of the Secretary of State will be better able to respond to questions. For example, a third party might request from them a listing of all of its veteran owned businesses. With this new information, the Secretary of State could respond to that inquiry.

      It is important to note, however, that all of these questions are 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.