How to Incorporate in Kansas

Kansas Secretary of State—Business Filing Center
Memorial Hall—First Floor
120 SW 10th Avenue
Topeka, KS 66612-1594

785.296.4564 telephone
785.296.4570 facsimile

Statutory Authority: Formation of Corporations — Kan. Stat. § 17-60 (2013)

Kansas Incorporation General Filing Instructions

1. Confirm availability of company name and reserve if necessary.
2. Complete the “Articles of Incorporation.”
3. Prepare a Letter of Transmittal.
4. Submit the completed documents, a photocopy of each, and filing fees to the Kansas Secretary of State.

Kansas Articles of Incorporation

The following information is legally necessary and sufficient to form a for-profit corporation in Kansas:

1. Company name
2. Resident agent name and registered office address
3. Company mailing address
4. Tax closing month
5. Business purpose
6. Number, class, and par value of authorized shares
7. Name and address of each incorporator
8. Name and address of each director if the incorporators power terminates when articles are filed
9. Duration
10. Effective date
11. Signature of each incorporator and date

Kansas Incorporation Fee Schedule

Temporary Reservation of Business Entity Name: $35.00
Articles of Incorporation: $90.00
Foreign Corporation Application: $115.00
Fax Filing Fee: $20.00
Annual Report: $55.00
Certificate of Dissolution: $35.00

Company Name

Your company name must end with a corporate designator. In Kansas the specific corporate designators are: “Association” “Company” “Corporation” “Club” “Foundation” “Fund” “Incorporated” “Institute” “Limited” “Society” “Syndicate” “Union” “Co.” “Corp.” “Inc.” “Ltd.”

Conduct an entity name search on the Kansas Secretary of State website to confirm the availability of your company name.

If the name you want is available you can reserve it for 120 days by filing a “Temporary Reservation of Business Entity Name” and paying a name reservation fee of $35.00. NOTE: Reserving your company name is optional.

Registered agent

The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.

Kansas requires that every business entity have and maintain a registered agent in the state. The registered agent may be either a Kansas resident or active Kansas business entity that has a Kansas street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mailboxes are not acceptable.

NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are a Kansas resident and have a Kansas street address.

Optional provisions

The state provided forms ask for and specify what is legally sufficient and necessary to form a Kansas corporation. Nevertheless, Kansas permits you to add other provisions to your Articles of Incorporation as an attachment.

The most common optional provisions are the following:

☐ Terms and qualifications of directors
☐ Terms and qualifications of officers
☐ Indemnification of directors
☐ Indemnification of officers
☐ Powers, rights, and responsibilities of shareholders
☐ Powers, rights and responsibilities of directors
☐ Powers, rights, and responsibilities of officers
☐ Designation of different classes of stock
☐ Preemptive rights
☐ Cumulative voting rights
☐ Close corporation election

Post formation and ongoing compliance

1. Draft and adopt bylaws.
2. Hold initial organizational meeting.
3. Obtain a federal employer identification number by completing IRS Form SS-4.
4. If electing S corporation status complete IRS Form 2553.
5. Open company bank account.
6. Create and maintain company records book.
7. Hold annual meetings.
8. File an Annual Report.

Registering as a Foreign Entity

1. Complete the “For-Profit Corporation Application.”
2. Attach an original certificate of good standing or existence, issued within 90 days of filing the application, from the state of incorporation.
3. Submit the completed documents, along with the $115.00 filing fee, to the Kansas Secretary of State.

Dissolving a Kansas Corporation

1. Complete either the “Certificate of Dissolution Prior to Commencing Business”, “For-Profit Corporation Dissolution by Stockholders’ Meeting”, or “For-Profit Corporation Dissolution by Written Consent.”
2. If any of the forms are filed after the close of the entity’s tax year, the annual report and fee must be submitted along with or before cancellation.
3. Submit the appropriate document, along with the filing fee, to the Kansas Secretary of State.

How to Incorporate in Kansas
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