(1) A foreign entity transacting business in this Commonwealth without a certificate of authority may not maintain a proceeding in any court in this Commonwealth until it obtains a certificate of authority.
(2) Neither the successor to a foreign entity that transacted business in this Commonwealth without a certificate of authority nor the assignee of a cause of action arising out of that business shall maintain a proceeding based on that cause of action in any court in this Commonwealth until the foreign entity or the assignee of the cause of action obtains a certificate of authority.
(3) A court may stay a proceeding commenced by a foreign entity, its successor, or assignee until it determines whether the foreign entity, its successor, or assignee requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign entity, its successor, or assignee obtains the certificate.
(4) A foreign entity is liable for a civil penalty of two dollars ($2) for each day it transacts business in this Commonwealth without a certificate of authority. The Secretary of State may collect all penalties due under this subsection.
(5) Notwithstanding subsections (1) and (2) of this section, the failure of a foreign entity to obtain a certificate of authority shall not impair the validity of the acts of the foreign entity or prevent it from defending any proceeding in this Commonwealth. Effective: January 1, 2011 History: Created 2010 Ky. Acts ch. 151, sec. 41, effective January 1, 2011.
Notes of Decisions
Williams v. Chase Bank USA, N.A., 390 S.W.3d 824 (Ky. Ct. App. 2012).
“…may not maintain a proceeding in any court in this Commonwealth until it obtains a certificate of authority.” KRS 14A.9-020(1).”
Matthew Schneider v. Buttermilk Shopping Ctr., LLC (Ky. Ct. App. 2025).
· cites it 3× “If a foreign entity transacts business in Kentucky without obtaining a certificate of authority, it is subject to consequences and penalties as enumerated in -6- KRS 14A.9-020. For example, it cannot maintain court proceedings in the Commonwealth, and it can be held liable for a…”
MMCPM Logistics, LLC v. Clarity Retail, LLC (E.D. Ky. 2022).
· cites it 2× “But when it was sued itself, can Clarity be said to have “maintained” a proceeding under KRS 14A.9-020(1) by virtue of its counterclaim and third- party claims? Clarity cites one unpublished Kentucky case in which the Kentucky Court of Appeals held compulsory counterclaims can…”
— Ky. Rev. Stat. § 14A.9-020(1) — 3 cases
Williams v. Chase Bank USA, N.A., 390 S.W.3d 824 (Ky. Ct. App. 2012).
“…may not maintain a proceeding in any court in this Commonwealth until it obtains a certificate of authority.” KRS 14A.9-020(1).”
MMCPM Logistics, LLC v. Clarity Retail, LLC (E.D. Ky. 2022).
“But when it was sued itself, can Clarity be said to have “maintained” a proceeding under KRS 14A.9-020(1) by virtue of its counterclaim and third- party claims? Clarity cites one unpublished Kentucky case in which the Kentucky Court of Appeals held compulsory counterclaims can…”
Matthew Schneider v. Buttermilk Shopping Ctr., LLC (Ky. Ct. App. 2025).
“If a foreign entity transacts business in Kentucky without obtaining a certificate of authority, it is subject to consequences and penalties as enumerated in -6- KRS 14A.9-020. For example, it cannot maintain court proceedings in the Commonwealth, and it can be held liable for a…”
— Ky. Rev. Stat. § 14A.9-020(3) — 1 case
MMCPM Logistics, LLC v. Clarity Retail, LLC (E.D. Ky. 2022).
“But when it was sued itself, can Clarity be said to have “maintained” a proceeding under KRS 14A.9-020(1) by virtue of its counterclaim and third- party claims? Clarity cites one unpublished Kentucky case in which the Kentucky Court of Appeals held compulsory counterclaims can…”
— Ky. Rev. Stat. § 14A.9-020(5) — 1 case
Matthew Schneider v. Buttermilk Shopping Ctr., LLC (Ky. Ct. App. 2025).
“If a foreign entity transacts business in Kentucky without obtaining a certificate of authority, it is subject to consequences and penalties as enumerated in -6- KRS 14A.9-020. For example, it cannot maintain court proceedings in the Commonwealth, and it can be held liable for a…”
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