SESSION OF 2024
SUPPLEMENTAL NOTE ON HOUSE BILL NO. 2660
As Amended by House Committee on Judiciary
Brief*
HB 2660, as amended, would create and amend law
related to required business filings submitted to the Secretary
of State (Secretary).
Change of Address—Registered Office
The bill would add provisions to the Business Entity
Standard Treatment Act to allow a residential address to be
removed from a business filing.
If the address for the registered office of a required
entity under the the Act is a residential address, and the
registered agent no longer resides at that address, the bill
would authorize the current occupant of the residence to have
the address removed from the public record.
In order to request removal of the address, the current
occupant would be required to attest to the following
information on a form designated by the Secretary:
●The current occupant’s name;
●The address for the residence listed on the public
record;
●Affirmation that the address is residential;
____________________
*Supplemental notes are prepared by the Legislative Research
Department and do not express legislative intent. The supplemental
note and fiscal note for this bill may be accessed on the Internet at
http://www.kslegislature.org ●Affirmation that the person is the current occupant
of the residential address; and
●Affirmation that the person or entity associated with
the business filing is no longer associated with the
residential address.
Confidentiality
Once submitted, the form would be confidential and not
subject to the Kansas Open Records Act (KORA). The bill
would also place a sunset date of July 1, 2029, on this KORA
exception, unless extended by the Legislature.
Agency Procedure
Upon receiving a submitted form, the Secretary would
be required to:
●Attempt to contact the entity on the form and its
resident agent to request an address change
pursuant to continuing law; and
●Remove the residential address from the public
record as the address for a registered office.
The bill would require an entity that receives notice from
the Secretary pursuant to the bill to designate and certify the
name and address of its registered agent, as required by
continuing law.
Standardization of Business Filings
The bill would make similar changes for various types of
business entities that are required to file biennial reports with
the Secretary. Rather than requiring reports be made by
December 31, as required by current law, the bill would
require such reports be made on or before April 15 (for-profit
2- 2660 entities) or June 15 (non-profit entities) in the year the entity
is required to file.
For-profit entities that would be required to file a report
by April 15 would include:
●Domestic corporations;
●Electric cooperatives;
●Foreign corporations;
●Foreign covered entities;
●Foreign limited partnerships;
●Foreign limited liability partnerships;
●Limited liability corporations;
●Limited liability partnerships;
●Limited partnerships;
●Professional corporations; and
●Renewable energy electric cooperatives.
With respect to fees associated with filing these reports,
the bill would remove a requirement that the fee be multiplied
by the number of tax periods included in the report.
Amendments for Specific Business Entity Types
The bill would amend law related to certain business
entity types in various ways.
3- 2660 Cooperative
A cooperative that submits articles of amendment would
no longer be required to include the address of its principal
office.
Electric Cooperative
Current law requires an electric cooperative to report the
names and addresses of its officers, including a president,
secretary, and treasurer. The bill would add a provision
allowing the entity to report the same information for an
equivalent officer to any of the named positions. The bill
would also require reporting of the same information for all
trustees of the entity rather than all directors, as found in
current law. Finally, the bill would remove a requirement that
the entity report the number of memberships issued during
the biennium and changes in the particulars since the last
report.
Foreign Covered Entity
A foreign covered entity would be required to make a
statement under penalty of perjury that, on the day of filing, it
exists in good standing in its jurisdiction of organization.
Current law does not include a provision on perjury and
requires a similar statement be issued within 90 days of the
date of application.
Limited Liability Partnership
The bill would amend law governing the statement of
qualification required to be filed with the Secretary if a
partnership has decided to become a limited liability
partnership to clarify that such statement be prescribed by the
Secretary.
4- 2660 Certificate of Revival
Under continuing law, a corporation whose articles of
incorporation or authority to do business have become
forfeited or void, could revive its articles of incorporation or
become authorized to engage in business by filing a
certificate of revival. The bill would require the date of filing of
the corporation’s articles of incorporation to be included on
the certificate and would remove a requirement that the
original name of the corporation be included.
Report of Record Search Fee
The bill would remove provisions authorizing the
Secretary to charge a fee of $5 for a report of record search.
Technical Amendments
The bill would make a number of technical amendments
to conform to the provisions of 2023 House Sub. for SB 244,
which made numerous changes to laws concerning
corporations and other types of business entities.
Certificate of Reinstatement
The bill would allow the Secretary to charge a fee of up
to $150 for issuing, filing, or indexing a certificate of
reinstatement. [Note: Provisions of 2023 House Sub. for SB
244 refer to the fee for a certificate of reinstatement.
However, the certificate was not included in the fees statute.
This bill would make a technical amendment to conform with
those provisions.]
5- 2660 Updated References
Throughout the bill, references to certificates of
reinstatement, revival, and restoration would be updated to
reflect the correct certificate type.
Mailing of Report and Fees—Deadlines
References to postmarked reports, fees, and related
deadlines would be removed by the bill.
Background
The bill was introduced by the House Committee on
Elections at the request of a representative of the Office of
Secretary of State.
House Committee on Judiciary
During the House committee hearing, proponent
testimony was provided by a representative of the Office of
Secretary of State, who stated the bill was proposed due to a
new business filing system that is being implemented at the
agency. The representative further stated the bill would
standardize language for some filing requirements and
address the instance in which a registered agent had moved
and their original filing included a residential address. The
proponent also indicated the reporting year would be
changed to either April 15 or June 15, depending on the type
of entity, so that it would be a standard reporting date
regardless of whether the business operates on a fiscal or
calendar year basis.
No other testimony was provided.
The House Committee amended the bill to remove a
section that would have amended law on limited partnerships,
made changes that would not require submissions be made
6- 2660 by the close of business on a particular day, and restored
language that would have been removed in the bill, as
introduced, regarding certification for a foreign entity.
Fiscal Information
According to the fiscal note prepared by the Division of
the Budget on the bill, as introduced, the Office of Secretary
of State indicates enactment of the bill would have no fiscal
effect.
Secretary of State; business filings; change of address; annual report; registration;
foreign entity
7- 2660