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LLC operating in another state

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M

mtkucera

Guest
I recently started a LLC in the state of OHIO. It is taxed as a general partnership. We will be selling our product to a bookstore in kentucky and I was wondering what forms i need to complete. I was told i had to fill out an application for Certificate of Authority for the Secretary of State in Kentucky. I explained to them that i will not have offices in Kentucky, but I just have a customer there. They told me i had to fill out the form to do business in Kentucky. Is this accurate.

If I am selling to a bookstore, do I need to apply for a KY sales and use tax. I will not be selling to the direct public but rather acting as wholesaler.

Finally, if I do have to fill out a Foreign Certificate of Authority in Kentucky, there is a space where I HAVE to list a Registered Agent that LIVES in Kentucky. We don't have any employees, and I don't know anyone in Kentucky that would be able to sign this. The lady at the Secretary of States office told me to get a lawyer then to be the Registered agent. Is there a fee associated with this....or are there other options.

Any help with these matters would be appreciated.
 


L

loku

Guest
If you have no office, no employees, no inventory, no advertising, and no property in Kentucky, and if your only connection with the state is selling to a customer there and delivering the product to the customer, then your transaction is entirely in interstate commerce and you do not have to apply for a certificate of authority to do business in the state, nor do you have to collect sales tax on sales into the state. In tax terms, you do not have nexus for taxation.

Following is the state law on point:
Kentucky Revised Statutes 139.340

(2) "Retailer engaged in business in this state" as used in this chapter includes any of the following:

(a) Any retailer maintaining, occupying, or using, permanently or temporarily, directly or indirectly, or through a subsidiary, or agent, by whatever name called, an office, place of distribution, sales or sample room or place, warehouse or storage place, or other place of business. Property owned by a person who has contracted with a printer for printing, which consists of the
final printed product, property which becomes a part of the final printed product, or copy from which the printed product is produced, and which is located at the premises of the printer, shall not be deemed to be an office, place of distribution, sales or sample room or place, warehouse or storage place, or other place of business maintained, occupied, or used by the person;

(b) Any retailer having any representative, agent, salesman, canvasser, or solicitor operating in this state under the authority of the retailer or its subsidiary for the purpose of selling, delivering, or the taking of orders for any tangible personal property. An unrelated printer with which a person has contracted for printing shall not be deemed to be a representative, agent, salesman, canvasser, or solicitor for the person;

(c) Any retailer soliciting orders for tangible personal property from residents of this state on a continuous, regular, or systematic basis in which the solicitation of the order, placement of the order by the customer or the payment for the order utilizes the services of any financial institution, telecommunication system, radio or television station, cable television service, print media, or other facility or service located in this state;

(d) Any retailer deriving receipts from the lease or rental of tangible personal property situated in this state; or

(e) Any retailer soliciting orders for tangible personal property from residents of this state on a continuous, regular, systematic basis if the retailer benefits from an agent operating in this state under the authority of the retailer to repair or service tangible personal property sold by the retailer.
 

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