Form KNP, the Certificate of Limited Partnership, is the filing the Kentucky Secretary of State's Division of Business Filings uses to register a domestic limited partnership under KRS 14A and KRS 362. Every general partner listed on it signs, and the registered agent signs a consent. On this page you can fill out the certificate of limited partnership online on FillingPDF and download or print the completed PDF; the Secretary of State publishes the official form and receives the filing.
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What is KNP?
Certificate of Limited Partnership (Form KNP) is the Kentucky Secretary of State form on which the undersigned applicant applies to register a certificate of limited partnership, so that a Kentucky limited partnership is formed under the Kentucky Uniform Limited Partnership Act (2006).
The form is issued by the Division of Business Filings and is labeled "Domestic Business Entity." It cites KRS 14A and KRS 362. It asks for six items: the partnership name, the mailing address of the principal office, the street address of the initial registered office in Kentucky, the name of the initial registered agent, the name and street address of each general partner, and an optional election to be a limited liability limited partnership (LLLP). A space is provided for additional matters not inconsistent with law, and additional pages may be attached and incorporated by reference.
The form also carries two check-box disclosures: one for a veteran-owned business as defined by KRS 14A.1-070(45), and one for a retailer of authorized nicotine vapor products as defined by KRS 438.305(2). The Secretary of State lists this form among the Domestic Limited Partnerships forms. Companion filings on the same list include the Cancellation of Certificate of Limited Partnership (CLP) and the Statement of Change of Registered Agent and Office (RAC).
Who needs to file KNP?
The partners who are forming a Kentucky limited partnership use Form KNP. The form states that a Kentucky limited partnership is formed under the Kentucky Uniform Limited Partnership Act (2006), and it lists the general partners who sign it.
- General partners: the filing instructions say the document must be signed by all general partners listed on the initial certificate.
- Registered agent: each business entity must appoint and continuously maintain a registered agent to receive legal service of process. The agent must be an individual resident of Kentucky, a Kentucky entity, or a foreign entity authorized to transact business in Kentucky. The agent consents in writing by signing the form or an attachment; if the agent is an entity, the individual authorized to accept the appointment signs.
- Partnerships electing LLLP status: check the box at item 6 and use a name that meets the LLLP naming rule.
- Veteran-owned businesses: a business at least 51% unconditionally owned by one or more veterans checks the veteran-owned box and includes the required military documents; the filing fee is waived under KRS 14A.2-165.
- Nicotine vapor retailers: check the separate box if the entity is a retailer of authorized nicotine vapor products; the instructions say to review KRS 438.305(2) to decide whether it applies.
The form is for domestic limited partnerships. The Secretary of State lists foreign limited partnerships and limited liability partnerships under separate headings.
When to file KNP
File Form KNP when the partners want the limited partnership registered in Kentucky; the form sets no filing deadline of its own. The document is effective on the date and time of filing.
Later deadlines follow from the filing. According to the instructions, the entity must file an annual report with the Secretary of State between January 1 and June 30 of the year following the calendar year in which it was formed, and between January 1 and June 30 of each following calendar year. A statement of change of the registered agent, registered office address or principal office address must be filed whenever one of those items changes. Downloadable forms for these filings are on the Secretary of State's website.
Documents you need
- Copies of DD-214 forms or active duty military IDs of all prospective veteran-owners, with social security numbers, dates of birth and home addresses redacted: only if you check the veteran-owned business box.
- Additional pages incorporated by reference: only if the space for additional matters is not enough.
- A signed attachment consenting to serve as registered agent: only if the registered agent does not sign the consent section on the form itself.
- A written request affirming an alternate delivery address: only if you want the file-stamped postcard and document sent somewhere other than the principal office; include it with each filing.
How to fill out KNP
Enter the partnership name
On item 1, write the name of the limited partnership. Include "limited," "Ltd.," "limited partnership," "L.P." or "LP"; if you elect LLLP status on item 6, use "limited liability limited partnership," "LLLP" or "L.L.L.P." instead.
Add the principal office address
On item 2, enter the mailing address of the principal office: street address or post office box, city, state and ZIP code. The Secretary of State mails correspondence to this address.
Enter the registered office address
On item 3, give the street address of the initial registered office in Kentucky, with city, state and ZIP code. No post office box numbers are allowed.
Name the registered agent
On item 4, enter the name of the initial registered agent at that office. The agent must be a Kentucky resident individual, a Kentucky entity, or a foreign entity authorized to transact business in Kentucky.
List each general partner
On item 5, enter the name and street address (no post office box numbers), city, state and ZIP code of each general partner. Use both lines or attach additional pages if there are more.
Decide on the LLLP election
On item 6, check the box only if the limited partnership elects to be a limited liability limited partnership. Use the space below it for additional matters not inconsistent with law.
Mark the veteran and vapor boxes
Check the veteran-owned business box only if the business is veteran-owned under KRS 14A.1-070(45), and plan to include the redacted military documents. Check the nicotine vapor retailer box only if KRS 438.305(2) applies.
Have the general partners sign
Each general partner signs, prints a name and enters the date in the signature lines under the penalty of perjury declaration. Every general partner listed on the certificate must sign.
Complete the registered agent consent
Print the registered agent's name in the consent sentence, then the agent signs, prints a name and dates it. If the agent is an entity, the authorized individual signs.
Review and download the completed PDF
Check names, street addresses, the LLLP election and all signatures. Download or print the completed PDF from FillingPDF and assemble the package described under How to submit.
How to submit KNP
The instructions on Form KNP describe filing by mail or in person with the Kentucky Secretary of State, Division of Business Filings.
- By mail: send one exact or conformed copy of the document with the filing fee to Secretary of State, P.O. Box 718, Frankfort, KY 40602-0718.
- In person: deliver it to 1025 Capital Center Drive, Suite 201, Frankfort, KY 40601. Hours of operation are 8:00 AM-4:30 PM ET.
- Questions: call (502) 564-3490 or visit www.sos.ky.gov.
A filing fee applies. Make checks payable to the "Kentucky State Treasurer" and ask the Secretary of State for the current amount. The fee is waived if the business is veteran-owned, under KRS 14A.2-165.
A file-stamped postcard is sent to the principal office address. To have the document sent elsewhere, submit a written request affirming it; an alternate address request must accompany each document filed. To make a copy for the local county clerk's office, print one from the organization search tool at www.sos.ky.gov.
FillingPDF lets you fill out and download the PDF; submission follows the channels above.
Common mistakes to avoid
- Submitting the certificate without the signature of every general partner listed on it; the instructions require all of them to sign.
- Giving a post office box for the registered office or a general partner's address; those lines ask for a street address with no post office box numbers.
- Naming a limited partnership without "limited," "Ltd.," "limited partnership," "L.P." or "LP," or including "LLLP" in the name of a partnership that is not electing LLLP status.
- Using only "limited partnership" or "L.P." in the name when item 6 elects LLLP status; the name must contain the LLLP phrase or abbreviation.
- Choosing a name that is not distinguishable on the Secretary of State's records from a name already of record.
- Leaving out the registered agent's consent signature, or having an entity agent sign without the individual authorized to accept the appointment.
- Checking the veteran-owned box without enclosing redacted DD-214 copies or active duty military IDs for all prospective veteran-owners.
- Mailing the filing without the check payable to the "Kentucky State Treasurer" when a fee applies, or sending more or fewer than one exact or conformed copy.
Frequently asked questions
What is Form KNP, the Certificate of Limited Partnership?
Form KNP is the Kentucky Secretary of State form used to register a domestic limited partnership under KRS 14A and KRS 362. It gives the partnership name, principal office, registered office and agent, and general partners, and is signed under penalty of perjury.
Who has to sign the certificate of limited partnership in Kentucky?
All general partners listed on the initial certificate must sign it. The registered agent also signs a consent to serve; if the agent is an entity or foreign entity, the individual authorized to accept the appointment signs for it.
Is there a fee to file Form KNP?
Yes, a filing fee applies, payable by check to the "Kentucky State Treasurer." Contact the Secretary of State at (502) 564-3490 for the current amount. The fee is waived if the business is veteran-owned, under KRS 14A.2-165.
Where do I mail the Kentucky certificate of limited partnership?
Mail one exact or conformed copy with the filing fee to Secretary of State, P.O. Box 718, Frankfort, KY 40602-0718. You can instead deliver it to 1025 Capital Center Drive, Suite 201, Frankfort, KY 40601, open 8:00 AM-4:30 PM ET.
What do I attach if my limited partnership is veteran-owned?
Include copies of DD-214 forms or active duty military IDs of all prospective veteran-owners, with Social Security numbers, dates of birth and home addresses redacted. The form says these images are not public and are destroyed after verification.
When does the limited partnership become effective?
The document is effective on the date and time of filing. The Secretary of State then sends a file-stamped postcard to the principal office address, or to an alternate address if you submitted a written request with the filing.
When is the first annual report due after filing Form KNP?
Between January 1 and June 30 of the year following the calendar year in which the partnership was formed. Later annual reports are due in the same January 1 to June 30 window each following year.
How do I make a limited liability limited partnership on Form KNP?
Check the box at item 6 to elect LLLP status, and make sure the name contains "limited liability limited partnership," "LLLP" or "L.L.L.P." and not only "limited partnership," "L.P." or "LP."
Can I fill out Form KNP online on FillingPDF?
You can fill out the PDF online on FillingPDF and download or print it. FillingPDF is an independent service and does not file the certificate; the Secretary of State receives it only by mail or in person as described in the form's instructions.
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