A foreign entity shall not transact business in Kentucky until it obtains a certificate of authority from the Secretary of State. The following activities, among others, shall not constitute transacting business:

(a) Maintaining, defending, or settling any proceeding;
(b) Holding meetings of the 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 the 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 through 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 collecting 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 in the course of repeated transactions of a like nature; and
(k) Transacting business in interstate commerce.

Wayfair Nexus

The state of Kentucky requires remote retailers with 200 or more sales into the state or $100,000 or more in gross receipts from sales into the state to register and collect Kentucky sales and use tax. The transaction and gross receipts thresholds are based on the previous or current calendar year sales.


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