Kansas 2023-2024 Regular Session

Kansas House Bill HB2660 Compare Versions

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1+Session of 2024
12 HOUSE BILL No. 2660
2-AN ACT concerning business entities; authorizing a change of registered office address by
3-a current occupant under the business entity standard treatment act; changing the
4-information required in an amendment to the articles of incorporation for a
5-cooperative; relating to filings with the secretary of state; modifying requirements for
6-business entity information reports; eliminating references to a certificate of fact;
7-modifying filing requirements for registration of foreign covered entities; amending
8-K.S.A. 17-2036, 17-2718, 17-4615, 17-4634, 17-4677, 17-7002, 17-7503, 17-7504,
9-17-7505, 17-7506, 17-76,136, 17-76,139, 17-7903 and 17-7931 and K.S.A. 2023
10-Supp. 56-1a605, 56-1a606, 56-1a607, 56a-1001, 56a-1201 and 56a-1202 and
11-repealing the existing sections.
3+By Committee on Elections
4+Requested by Clay Barker on behalf of the Office of the Secretary of State
5+2-1
6+AN ACT concerning business entities; authorizing a change of registered
7+office address by a current occupant under the business entity standard
8+treatment act; changing the information required in an amendment to
9+the articles of incorporation for a cooperative; relating to filings with
10+the secretary of state; modifying requirements for business entity
11+information reports; eliminating references to a certificate of fact;
12+modifying filing requirements for registration of foreign covered
13+entities and limited partnerships; amending K.S.A. 17-2036, 17-2718,
14+17-4615, 17-4634, 17-4677, 17-7002, 17-7503, 17-7504, 17-7505, 17-
15+7506, 17-76,136, 17-76,139, 17-7903 and 17-7931 and K.S.A. 2023
16+Supp. 56-1a151, 56-1a605, 56-1a606, 56-1a607, 56a-1001, 56a-1201
17+and 56a-1202 and repealing the existing sections.
1218 Be it enacted by the Legislature of the State of Kansas:
1319 New Section 1. (a) If the address for the registered office of any
1420 covered entity is a residence address and the registered agent no longer
1521 resides at the residence address, the current occupant of the residence
1622 address may have the address for the registered office removed from
1723 public record pursuant to this section.
18-(b) (1) To request removal of the residence address from the
19-public record, the current occupant shall attest the following on a form
20-prescribed by the secretary of state:
24+(b) (1) To request removal of the residence address from the public
25+record, the current occupant shall attest the following on a form prescribed
26+by the secretary of state:
2127 (A) The current occupant's name;
2228 (B) the address for the residence that is listed as the address for the
2329 registered office;
2430 (C) affirmation that the registered office address is a residence
2531 address;
2632 (D) affirmation that the person filing the request is the current
2733 occupant of the residence address; and
28-(E) affirmation that the person or entity listing the residence
29-address as the registered office address is no longer associated with the
30-residence address.
31-(2) The submitted form shall be confidential and shall not be
32-subject to the open records act, K.S.A. 45-215 et seq., and amendments
33-thereto. The provisions of this paragraph shall expire on July 1, 2029,
34-unless the legislature reviews and reenacts this provision pursuant to
35-K.S.A. 45-229, and amendments thereto.
34+(E) affirmation that the person or entity listing the residence address
35+as the registered office address is no longer associated with the residence
36+address.
37+(2) The submitted form shall be confidential and shall not be subject
38+to the open records act, K.S.A. 45-215 et seq., and amendments thereto.
39+The provisions of this paragraph shall expire on July 1, 2029, unless the
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75+legislature reviews and reenacts this provision pursuant to K.S.A. 45-229,
76+and amendments thereto.
3677 (c) Upon receiving a submitted form, the secretary of state shall:
3778 (1) Attempt to contact the covered entity and the resident agent to
38-request an address change pursuant to K.S.A. 17-7927, and
39-amendments thereto; and
79+request an address change pursuant to K.S.A. 17-7927, and amendments
80+thereto; and
4081 (2) remove the residence address from public record as the address
4182 for a registered office.
42-(d) If the covered entity receives notice from the secretary of state
43-pursuant to subsection (c), the covered entity shall designate and certify
44-to the secretary of state the name and address of its resident agent
45-pursuant to K.S.A. 17-7926, and amendments thereto.
83+(d) Upon receiving notice from the secretary of state pursuant to
84+subsection (c), the covered entity shall designate and certify to the
85+secretary of state the name and address of its resident agent pursuant to
86+K.S.A. 17-7926, and amendments thereto.
4687 (e) This section shall be a part of and supplemental to the business
4788 entity standard treatment act.
4889 Sec. 2. K.S.A. 17-2036 is hereby amended to read as follows: 17-
4990 2036. (a) Every business trust shall make a written business entity
5091 information report to the secretary of state, stating the prescribed
5192 information concerning the business trust at the close of business on the
52-last day of its tax period under the Kansas income tax act next
53-preceding the date of filing, but if a business trust's tax period is other
54-than the calendar year, it shall give notice thereof to day the report is
55-filed with the secretary of state prior to December 31 of the year it
56-commences such tax period.
93+last day of its tax period under the Kansas income tax act next preceding
94+the date of filing, but if a business trust's tax period is other than the
95+calendar year, it shall give notice thereof to day the report is filed with the
96+secretary of state prior to December 31 of the year it commences such tax
97+period.
5798 (b) The report shall be made on forms provided by the secretary of
5899 state and shall be filed biennially, as determined by the year that the
59100 business trust filed its formation documents. A business trust that filed
60-formation documents in an even-numbered year shall file a report in
61-each even-numbered year. A business trust that filed formation
62-documents in an odd-numbered year shall file a report in each odd-
63-numbered year. The report shall be filed after the close of the business
64-trust's tax period but not later than at the time prescribed by law for
65-filing the business trust's annual Kansas income tax return April 15.
66-(c) The report shall be signed by a trustee or other authorized HOUSE BILL No. 2660—page 2
67-officer under penalty of perjury and contain the following:
68-(1) Executed copies of all amendments to the instrument by which
69-the business trust was created, or to prior amendments thereto, that
70-have been adopted and have not been filed under K.S.A. 17-2033, and
71-amendments thereto, and accompanied by the fee prescribed by law for
72-each such amendment;
73-(2) a verified list of the names and postal addresses of its trustees
74-as of the end of each of such business trust's tax periods included in the
101+formation documents in an even-numbered year shall file a report in each
102+even-numbered year. A business trust that filed formation documents in an
103+odd-numbered year shall file a report in each odd-numbered year. The
104+report shall be filed after the close of the business trust's tax period but not
105+later than at the time prescribed by law for filing the business trust's annual
106+Kansas income tax return April 15.
107+(c) The report shall be signed by a trustee or other authorized officer
108+under penalty of perjury and contain the following:
109+(1) Executed copies of all amendments to the instrument by which the
110+business trust was created, or to prior amendments thereto, that have been
111+adopted and have not been filed under K.S.A. 17-2033, and amendments
112+thereto, and accompanied by the fee prescribed by law for each such
113+amendment;
114+(2) a verified list of the names and postal addresses of its trustees as
115+of the end of each of such business trust's tax periods included in the
75116 report; and
76117 (3) the location of the principal office, including the building and
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77161 suite number, street name or rural route number with box number, city,
78162 state and zip code.
79-(d) (1) At the time of filing the business entity information report,
80-the business trust shall pay to the secretary of state a fee in an amount
81-equal to $80, plus the amount specified in rules and regulations of the
82-secretary, multiplied by the number of tax periods included in the
83-report.
163+(d) (1) At the time of filing the business entity information report, the
164+business trust shall pay to the secretary of state a fee in an amount equal to
165+$80, plus the amount specified in rules and regulations of the secretary,
166+multiplied by the number of tax periods included in the report.
84167 (2) The failure of any domestic or foreign business trust to file its
85-business entity information report and pay the required fee within 90
86-days from the date when such report and fee are due, or, in the case of a
87-report filing and fee received by mail, postmarked within 90 days from
88-the date when such report and fee are due, shall work a forfeiture of
89-such business trust's authority to transact business in this state and all of
90-the remedies, procedures and penalties specified in K.S.A. 17-7509 and
91-17-7510, and amendments thereto, with respect to a corporation that
92-fails to file its business entity information report or pay the required fee
93-within 90 days after such report and fee are due, shall be applicable to
94-such business trust.
95-(e) (1) All copies of applications for extension of the time for
96-filing income tax returns submitted to the secretary of state pursuant to
97-law shall be maintained by the secretary of state in a confidential file
98-and shall not be disclosed to any person except as authorized pursuant
99-to the provisions of K.S.A. 79-3234, and amendments thereto, a proper
100-judicial order and paragraph (2). All copies of such applications shall
101-be preserved for one year and until the secretary of state orders that the
102-copies are to be destroyed.
168+business entity information report and pay the required fee within 90 days
169+from the date when such report and fee are due, or, in the case of a report
170+filing and fee received by mail, postmarked within 90 days from the date
171+when such report and fee are due, shall work a forfeiture of such business
172+trust's authority to transact business in this state and all of the remedies,
173+procedures and penalties specified in K.S.A. 17-7509 and 17-7510, and
174+amendments thereto, with respect to a corporation that fails to file its
175+business entity information report or pay the required fee within 90 days
176+after such report and fee are due, shall be applicable to such business trust.
177+(e) (1) All copies of applications for extension of the time for filing
178+income tax returns submitted to the secretary of state pursuant to law shall
179+be maintained by the secretary of state in a confidential file and shall not
180+be disclosed to any person except as authorized pursuant to the provisions
181+of K.S.A. 79-3234, and amendments thereto, a proper judicial order and
182+paragraph (2). All copies of such applications shall be preserved for one
183+year and until the secretary of state orders that the copies are to be
184+destroyed.
103185 (2) A copy of such application shall be open to inspection by or
104186 disclosure to any person designated by resolution of the trustees of the
105187 business trust.
106188 Sec. 3. K.S.A. 17-2718 is hereby amended to read as follows: 17-
107-2718. (a) Each professional corporation organized under the laws of
108-this state shall file with the secretary of state a written business entity
109-information report, stating the prescribed information concerning the
189+2718. (a) Each professional corporation organized under the laws of this
190+state shall file with the secretary of state a written business entity
191+information report stating the prescribed information concerning the
110192 corporation at the close of business on the last day of its tax period next
111193 preceding the date of filing, but if any such corporation's tax period is
112-other than the calendar year it shall give notice thereof to day the report
113-is filed with the secretary of state prior to December 31 of the year it
194+other than the calendar year it shall give notice thereof to day the report is
195+filed with the secretary of state prior to December 31 of the year it
114196 commences such tax period.
115-(b) The report shall be filed biennially, as determined by the year
116-that the professional corporation filed its formation documents. A
117-professional corporation that filed formation documents in an even-
118-numbered year shall file a report in each even-numbered year. A
119-professional corporation that filed formation documents in an odd-
120-numbered year shall file a report in each odd-numbered year. The
121-report shall be filed after the close of the professional corporation's tax
122-period but not later than at the time prescribed by law for filing the
123-corporation's annual Kansas income tax return April 15.
124-(c) The report shall be made on a form provided by the secretary
125-of state, containing the following information: HOUSE BILL No. 2660—page 3
197+(b) The report shall be filed biennially, as determined by the year that
198+the professional corporation filed its formation documents. A professional
199+corporation that filed formation documents in an even-numbered year shall
200+file a report in each even-numbered year. A professional corporation that
201+filed formation documents in an odd-numbered year shall file a report in
202+each odd-numbered year. The report shall be filed after the close of the
203+professional corporation's tax period but not later than at the time
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247+prescribed by law for filing the corporation's annual Kansas income tax
248+return April 15.
249+(c) The report shall be made on a form provided by the secretary of
250+state, containing the following information:
126251 (1) The name and postal address for each officer, director and
127252 shareholder of the professional corporation;
128-(2) a statement that each officer, director and shareholder is or is
129-not a qualified person as defined in K.S.A. 17-2707, and amendments
130-thereto, and setting forth the date when any shares of the corporation
131-were no longer owned by a qualified person; and
253+(2) a statement that each officer, director and shareholder is or is not a
254+qualified person as defined in K.S.A. 17-2707, and amendments thereto,
255+and setting forth the date when any shares of the corporation were no
256+longer owned by a qualified person; and
132257 (3) the location of the principal office, including the building and
133258 suite number, street name or rural route number with box number, city,
134259 state and zip code.
135-(d) The report shall be signed by its president, secretary, treasurer
136-or other officer duly authorized so to act, or by any two of its directors,
137-or by an incorporator in the event the corporation's board of directors
138-shall not have been elected. The official title or position of the
139-individual signing the report shall be designated. The fact that an
140-individual's name is signed on such report shall be prima facie evidence
141-that such individual is authorized to sign the report on behalf of the
142-corporation. The report shall be subscribed by the individual as true,
143-under penalty of perjury. Upon request by the regulatory board that
144-licenses the shareholders described in the report, a copy of the report
145-shall be forwarded to the regulatory board.
260+(d) The report shall be signed by its president, secretary, treasurer or
261+other officer duly authorized so to act, or by any two of its directors, or by
262+an incorporator in the event the corporation's board of directors shall not
263+have been elected. The official title or position of the individual signing
264+the report shall be designated. The fact that an individual's name is signed
265+on such report shall be prima facie evidence that such individual is
266+authorized to sign the report on behalf of the corporation. The report shall
267+be subscribed by the individual as true, under penalty of perjury. Upon
268+request by the regulatory board that licenses the shareholders described in
269+the report, a copy of the report shall be forwarded to the regulatory board.
146270 (e) At the time of filing its business entity information report, each
147-professional corporation shall pay the fee prescribed by K.S.A. 17-
148-7503, and amendments thereto.
271+professional corporation shall pay the fee prescribed by K.S.A. 17-7503,
272+and amendments thereto.
149273 Sec. 4. K.S.A. 17-4615 is hereby amended to read as follows: 17-
150-4615. A cooperative may amend its articles of incorporation in any
151-manner not inconsistent with this act by complying with the following
274+4615. A cooperative may amend its articles of incorporation in any manner
275+not inconsistent with this act by complying with the following
152276 requirements:
153-(a) The proposed amendment shall be presented to a meeting of
154-the members, the notice of which shall set forth or have attached the
155-proposed amendment.
156-(b) If the proposed amendment, with any changes, is approved by
157-the affirmative vote of not less than
277+(a) The proposed amendment shall be presented to a meeting of the
278+members, the notice of which shall set forth or have attached the proposed
279+amendment.
280+(b) If the proposed amendment, with any changes, is approved by the
281+affirmative vote of not less than
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159283 /3 of those members voting at such
160284 meeting, articles of amendment shall be executed on behalf of the
161-cooperative by its president or vice-president vice president and
162-attested by its secretary.
285+cooperative by its president or vice-president vice president and attested by
286+its secretary.
163287 (c) The articles of amendment shall recite that they are executed
164288 pursuant to this act and shall state:
165289 (1) The name of the cooperative; and
166290 (2) the address of its principal office; and
167291 (3) the amendment to its articles of incorporation.
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168335 (d) The president or vice-president vice president executing such
169336 articles of amendment shall make and annex thereto an affidavit stating
170-that the provisions of this section in respect of the amendment set forth
171-in such articles were duly complied with.
337+that the provisions of this section in respect of the amendment set forth in
338+such articles were duly complied with.
172339 Sec. 5. K.S.A. 17-4634 is hereby amended to read as follows: 17-
173-4634. (a) Every corporation organized under the electric cooperative
174-act of this state shall make a written business entity information report
175-to the secretary of state, stating the prescribed information concerning
176-the corporation at the close of business on the last day of its tax period
177-next preceding the date of filing, but if any such corporation's tax
178-period is other than the calendar year, it shall give notice thereof to day
179-the report is filed with the secretary of state prior to December 31 of the
180-year it commences such tax period.
181-(b) The report shall be filed biennially, as determined by the year
182-that the electric cooperative filed its formation documents. An electric
183-cooperative that filed formation documents in an even-numbered year
184-shall file a report in each even-numbered year. An electric cooperative
185-that filed formation documents in an odd-numbered year shall file a
186-report in each odd-numbered year. The report shall be filed after the HOUSE BILL No. 2660—page 4
187-close of the electric cooperative's tax period but not later than the 15
340+4634. (a) Every corporation organized under the electric cooperative act of
341+this state shall make a written business entity information report to the
342+secretary of state, stating the prescribed information concerning the
343+corporation at the close of business on the last day of its tax period next
344+preceding the date of filing, but if any such corporation's tax period is
345+other than the calendar year, it shall give notice thereof to day the report is
346+filed with the secretary of state prior to December 31 of the year it
347+commences such tax period.
348+(b) The report shall be filed biennially, as determined by the year that
349+the electric cooperative filed its formation documents. An electric
350+cooperative that filed formation documents in an even-numbered year shall
351+file a report in each even-numbered year. An electric cooperative that filed
352+formation documents in an odd-numbered year shall file a report in each
353+odd-numbered year. The report shall be filed after the close of the electric
354+cooperative's tax period but not later than the 15
188355 th
189-day of the fourth month following the close of the tax year of the
190-electric cooperative April 15.
191-(c) The report shall be made on a form provided by the secretary
192-of state, containing the following information:
356+ day of the fourth month
357+following the close of the tax year of the electric cooperative April 15.
358+(c) The report shall be made on a form provided by the secretary of
359+state, containing the following information:
193360 (1) The name of the corporation;
194361 (2) the location of the principal office, including the building and
195362 suite number, street name or rural route number with box number, city,
196363 state and zip code; and
197364 (3) the names and postal addresses of the president, secretary,
198365 treasurer, or the equivalent of such officers, and all directors trustees;
199366 (4) the number of memberships issued; and
200367 (5) the change or changes, if any, in the particulars made since the
201368 last business entity information report.
202369 (d) Such reports shall be signed by the president, vice president or
203370 secretary of the corporation, or the equivalent of such officer, under
204371 penalty of perjury and forwarded to the secretary of state.
205372 (e) At the time of filing its business entity information report, each
206373 such corporation shall pay a fee in an amount equal to $80, plus the
207-amount specified in rules and regulations of the secretary multiplied by
208-the number of tax periods included in the report.
374+amount specified in rules and regulations of the secretary multiplied by the
375+number of tax periods included in the report.
209376 Sec. 6. K.S.A. 17-4677 is hereby amended to read as follows: 17-
210-4677. (a) Every cooperative organized under the renewable energy
211-electric generation cooperative act shall make a written business entity
212-information report to the secretary of state, stating the prescribed
213-information concerning the cooperative at the close of business on the
214-last day of its tax period next preceding the date of filing, but if any
215-such cooperative's tax period is other than the calendar year, it shall
216-give notice thereof to day the report is filed with the secretary of state
217-prior to December 31 of the year it commences such tax period.
218-(b) The report shall be filed biennially, as determined by the year
219-that the renewable energy electric generation cooperative filed its
220-articles of formation documents. A renewable energy electric
221-generation cooperative that filed formation documents in an even-
222-numbered year shall file a report in each even-numbered year. A
223-renewable energy electric generation cooperative that filed formation
224-documents in an odd-numbered year shall file a report in each odd-
225-numbered year. The report shall be filed after the close of the electric
226-cooperative's tax period but not later than the 15
377+4677. (a) Every cooperative organized under the renewable energy electric
378+generation cooperative act shall make a written business entity information
379+report to the secretary of state, stating the prescribed information
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423+concerning the cooperative at the close of business on the last day of its
424+tax period next preceding the date of filing, but if any such cooperative's
425+tax period is other than the calendar year, it shall give notice thereof to day
426+the report is filed with the secretary of state prior to December 31 of the
427+year it commences such tax period.
428+(b) The report shall be filed biennially, as determined by the year that
429+the renewable energy electric generation cooperative filed its articles of
430+formation documents. A renewable energy electric generation cooperative
431+that filed formation documents in an even-numbered year shall file a report
432+in each even-numbered year. A renewable energy electric generation
433+cooperative that filed formation documents in an odd-numbered year shall
434+file a report in each odd-numbered year. The report shall be filed after the
435+close of the electric cooperative's tax period but not later than the 15
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228- day of the sixth
229-month following the close of the tax year of the electric cooperative
230-April 15.
231-(c) The report shall be made on a form provided by the secretary
232-of state, containing the following information:
437+ day
438+of the sixth month following the close of the tax year of the electric
439+cooperative April 15.
440+(c) The report shall be made on a form provided by the secretary of
441+state, containing the following information:
233442 (1) The name of the cooperative;
234-(2) the location of the principal office of the cooperative,
235-including the building and suite number, street name or rural route
236-number with box number, city, state and zip code; and
443+(2) the location of the principal office of the cooperative, including
444+the building and suite number, street name or rural route number with box
445+number, city, state and zip code; and
237446 (3) the names and postal addresses of the president, secretary,
238447 treasurer, or the equivalent of such officers, and directors of the
239448 cooperative;
240449 (4) the number of members of the cooperative; and
241450 (5) the change or changes, if any, in the particulars made since the
242451 last business entity information report.
243-(d) The report shall be dated, signed by the president, vice
244-president or secretary of the cooperative, or the equivalent of such
245-officer, under penalty of perjury and forwarded to the secretary of state.
452+(d) The report shall be dated, signed by the president, vice president
453+or secretary of the cooperative, or the equivalent of such officer, under
454+penalty of perjury and forwarded to the secretary of state.
246455 (e) At the time of filing its business entity information report, the
247456 cooperative shall pay a fee in an amount equal to $80, plus the amount
248-specified in rules and regulations of the secretary multiplied by the HOUSE BILL No. 2660—page 5
249-number of tax periods included in the report.
457+specified in rules and regulations of the secretary multiplied by the number
458+of tax periods included in the report.
250459 Sec. 7. K.S.A. 17-7002 is hereby amended to read as follows: 17-
251460 7002. (a) As used in this section:
252-(1) "Articles of incorporation" includes the articles of
253-incorporation of a corporation organized under any special act or any
254-law of this state; and
255-(2) "authority to engage in business" includes the registration of
256-any foreign corporation under K.S.A. 17-7931, and amendments
461+(1) "Articles of incorporation" includes the articles of incorporation
462+of a corporation organized under any special act or any law of this state;
463+and
464+(2) "authority to engage in business" includes the registration of any
465+foreign corporation under K.S.A. 17-7931, and amendments thereto.
466+(b) Except as provided further, any corporation whose articles of
467+incorporation or authority to engage in business has become forfeited or
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511+void pursuant to this code or whose articles of incorporation or authority to
512+engage in business has been revived, but, through failure to comply strictly
513+with the provisions of this code, the validity of whose revival has been
514+brought into question, may at any time procure a revival of its articles of
515+incorporation, if a domestic corporation, or its authority to engage in
516+business, if a foreign corporation, together with all the rights, franchises,
517+privileges and immunities and subject to all of its duties, debts and
518+liabilities that had been secured or imposed by its original articles of
519+incorporation, and all amendments thereto, or by its authority to engage in
520+business, as the case may be, by complying with the requirements of this
521+section. This section shall not be applicable to a corporation whose articles
522+of incorporation have been revoked or forfeited pursuant to K.S.A. 17-
523+6812, and amendments thereto.
524+(c) The revival of the articles of incorporation or authority to engage
525+in business may be procured as authorized by the board of directors or
526+members of the governing body of the corporation in accordance with
527+subsection (h) and by executing and filing a certificate of revival in
528+accordance with K.S.A. 17-7908 through 17-7910, and amendments
257529 thereto.
258-(b) Except as provided further, any corporation whose articles of
259-incorporation or authority to engage in business has become forfeited
260-or void pursuant to this code or whose articles of incorporation or
261-authority to engage in business has been revived, but, through failure to
262-comply strictly with the provisions of this code, the validity of whose
263-revival has been brought into question, may at any time procure a
264-revival of its articles of incorporation, if a domestic corporation, or its
265-authority to engage in business, if a foreign corporation, together with
266-all the rights, franchises, privileges and immunities and subject to all of
267-its duties, debts and liabilities that had been secured or imposed by its
268-original articles of incorporation, and all amendments thereto, or by its
269-authority to engage in business, as the case may be, by complying with
270-the requirements of this section. This section shall not be applicable to
271-a corporation whose articles of incorporation have been revoked or
272-forfeited pursuant to K.S.A. 17-6812, and amendments thereto.
273-(c) The revival of the articles of incorporation or authority to
274-engage in business may be procured as authorized by the board of
275-directors or members of the governing body of the corporation in
276-accordance with subsection (h) and by executing and filing a certificate
277-of revival in accordance with K.S.A. 17-7908 through 17-7910, and
278-amendments thereto.
279530 (d) The certificate required by subsection (c) shall state:
280531 (1) The date of filing of the corporation's original articles of
281532 incorporation, the name under which the corporation was originally
282533 incorporated, and the name of the corporation at the time its articles of
283-incorporation or authority to engage in business became forfeited or
284-void pursuant to this code and the new name under which the
285-corporation is to be revived to the extent required by subsection (f);
534+incorporation or authority to engage in business became forfeited or void
535+pursuant to this code and the new name under which the corporation is to
536+be revived to the extent required by subsection (f);
286537 (2) the postal address of the corporation's registered office in this
287538 state, which shall be stated in accordance with K.S.A. 17-7924(c), and
288539 amendments thereto, and the name of its resident agent at such address;
289540 (3) that the corporation desiring to be revived and so reviving its
290541 corporate existence was duly organized under the laws of the state of its
291542 original incorporation;
292543 (4) the date when the articles of incorporation or the authority to
293-engage in business became forfeited or void pursuant to this code, or
294-that the validity of any revival has been brought into question; and
295-(5) that the certificate of revival is filed by authority of the board
296-of directors or members of the governing body of the corporation in
544+engage in business became forfeited or void pursuant to this code, or that
545+the validity of any revival has been brought into question; and
546+(5) that the certificate of revival is filed by authority of the board of
547+directors or members of the governing body of the corporation in
297548 accordance with subsection (h).
298549 (e) Upon the filing of the certificate in accordance with K.S.A. 17-
299-7908 through 17-7910, and amendments thereto, the corporation shall
300-be revived with the same force and effect as if its articles of
301-incorporation or authority to engage in business had not been forfeited
302-or void pursuant to this code. Such revival shall validate all contracts,
303-acts, matters and things made, done and performed within the scope of
304-its articles of incorporation or authority to engage in business by the
305-corporation, its directors or members of its governing body, officers,
306-agents and stockholders or members during the time when its articles of
307-incorporation or authority to engage in business was forfeited or void HOUSE BILL No. 2660—page 6
308-pursuant to this code, with the same force and effect and to all intents
309-and purposes as if the articles of incorporation had at all times
310-remained in full force and effect. All real and personal property, rights
311-and credits that belonged to the corporation at the time its articles of
312-incorporation or authority to engage in business became forfeited or
313-void pursuant to this code and that were not disposed of prior to the
314-time of its revival and all real and personal property, rights and credits
315-acquired by the corporation after its articles of incorporation became
316-forfeited or void pursuant to this code shall be vested in the
550+7908 through 17-7910, and amendments thereto, the corporation shall be
551+revived with the same force and effect as if its articles of incorporation or
552+authority to engage in business had not been forfeited or void pursuant to
553+this code. Such revival shall validate all contracts, acts, matters and things
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597+made, done and performed within the scope of its articles of incorporation
598+or authority to engage in business by the corporation, its directors or
599+members of its governing body, officers, agents and stockholders or
600+members during the time when its articles of incorporation or authority to
601+engage in business was forfeited or void pursuant to this code, with the
602+same force and effect and to all intents and purposes as if the articles of
603+incorporation had at all times remained in full force and effect. All real and
604+personal property, rights and credits that belonged to the corporation at the
605+time its articles of incorporation or authority to engage in business became
606+forfeited or void pursuant to this code and that were not disposed of prior
607+to the time of its revival and all real and personal property, rights and
608+credits acquired by the corporation after its articles of incorporation
609+became forfeited or void pursuant to this code shall be vested in the
317610 corporation, after its revival, as if its articles of incorporation had at all
318611 times remained in full force and effect. The corporation after its revival
319612 shall be as exclusively liable for all contracts, acts, matters and things
320-made, done or performed in its name and on its behalf by its directors
321-or members of its governing body, officers, agents and stockholders or
322-members prior to its revival, as if its articles of incorporation or
323-authority to engage in business had at all times remained in full force
324-and effect.
613+made, done or performed in its name and on its behalf by its directors or
614+members of its governing body, officers, agents and stockholders or
615+members prior to its revival, as if its articles of incorporation or authority
616+to engage in business had at all times remained in full force and effect.
325617 (f) If, since the articles of incorporation became forfeited or void
326618 pursuant to this code, any other corporation organized under the laws of
327-this state shall have adopted the same name as the corporation sought to
328-be revived or shall have adopted a name so nearly similar thereto as not
329-to distinguish it from the corporation to be revived, or any foreign
619+this state shall have adopted the same name as the corporation sought to be
620+revived or shall have adopted a name so nearly similar thereto as not to
621+distinguish it from the corporation to be revived, or any foreign
330622 corporation registered in accordance with K.S.A. 17-7931, and
331-amendments thereto, shall have adopted the same name as the
332-corporation sought to be revived, or shall have adopted a name so
333-nearly similar thereto as not to distinguish it from the corporation to be
334-revived, then in such case the corporation to be revived shall not be
335-revived under the same name that it bore when its articles of
336-incorporation became forfeited or void pursuant to this code, but shall
337-be revived under some other name as set forth in the certificate to be
338-filed pursuant to subsection (c).
623+amendments thereto, shall have adopted the same name as the corporation
624+sought to be revived, or shall have adopted a name so nearly similar
625+thereto as not to distinguish it from the corporation to be revived, then in
626+such case the corporation to be revived shall not be revived under the same
627+name that it bore when its articles of incorporation became forfeited or
628+void pursuant to this code, but shall be revived under some other name as
629+set forth in the certificate to be filed pursuant to subsection (c).
339630 (g) Any corporation that revives its articles of incorporation or
340631 authority to engage in business under this code shall file all past due
341-business entity information reports for the immediately preceding 10
342-years and pay to the secretary of state an amount equal to all fees and
343-any penalties thereon due. Nonprofit corporations shall file only the
344-business entity information reports for the most recent reporting period
345-and pay to the secretary of state an amount equal to all fees due.
632+business entity information reports for the immediately preceding 10 years
633+and pay to the secretary of state an amount equal to all fees and any
634+penalties thereon due. Nonprofit corporations shall file only the business
635+entity information reports for the most recent reporting period and pay to
636+the secretary of state an amount equal to all fees due.
346637 (h) For purposes of this section the board of directors or governing
347-body of the corporation shall be comprised of the persons, who, but for
348-the articles of incorporation having become forfeited or void pursuant
349-to this code, would be the duly elected or appointed directors or
350-members of the governing body of the corporation. The requirement for
351-authorization by the board of directors under subsection (c) shall be
352-satisfied if a majority of the directors or members of the governing
353-body then in office, even though less than a quorum, or the sole director
354-or member of the governing body then in office, authorizes the revival
355-of the articles of incorporation of the corporation and the filing of the
356-certificate required by subsection (c). In any case where there shall be
357-no directors of the corporation available for the purposes described in
358-this subsection, the stockholders may elect a full board of directors, as
359-provided by the bylaws of the corporation, and the board so elected
360-may then authorize the revival of the articles of incorporation of the
361-corporation and the filing of the certificate required by subsection (c). A
362-special meeting of the stockholders for the purpose of electing directors
363-may be called by any officer or stockholder upon notice given in
364-accordance with K.S.A. 17-6512, and amendments thereto. For
365-purposes of this section, the bylaws shall be the bylaws of the
366-corporation that, but for the articles of incorporation having become HOUSE BILL No. 2660—page 7
367-forfeited or void pursuant to this code, would be the duly adopted
368-bylaws of the corporation.
369-(i) After a revival of the articles of incorporation of the
370-corporation shall have been effected, the provisions of K.S.A. 17-
371-6501(c), and amendments thereto, shall govern and the period of time
372-during which the articles of incorporation of the corporation was
373-forfeited or void pursuant to this code shall be included within the
374-calculation of the 30-day and 13-month periods to which K.S.A. 17-
375-6501(c), and amendments thereto, refers. A special meeting of
376-stockholders held in accordance with subsection (h) shall be deemed an
377-annual meeting of the stockholders for purposes of K.S.A. 17-6501(c),
378-and amendments thereto.
379-(j) Whenever it shall be desired to revive the articles of
380-incorporation or authority to engage in business of any nonstock
381-corporation, the governing body shall perform all the acts necessary for
382-the revival of the articles of incorporation of the corporation or its
383-authority to engage in business that are performed by the board of
384-directors in the case of a corporation having capital stock, and the
385-members of any nonstock corporation who are entitled to vote for the
386-election of members of its governing body and any other members
387-entitled to vote for dissolution under the articles of incorporation or
388-bylaws of such corporation, shall perform all the acts necessary for the
389-revival of the articles of incorporation of the corporation or its authority
390-to engage in business that are performed by the stockholders in the case
391-of a corporation having capital stock. In all other respects, the
392-procedure for the revival of the articles of incorporation or authority to
393-engage in business of a nonstock corporation shall conform, as nearly
394-as may be applicable, to the procedure prescribed in this section for the
395-revival of the articles of incorporation of a corporation having capital
396-stock, except that subsection (i) shall not apply to nonstock
397-corporations.
638+body of the corporation shall be comprised of the persons, who, but for the
639+articles of incorporation having become forfeited or void pursuant to this
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683+code, would be the duly elected or appointed directors or members of the
684+governing body of the corporation. The requirement for authorization by
685+the board of directors under subsection (c) shall be satisfied if a majority
686+of the directors or members of the governing body then in office, even
687+though less than a quorum, or the sole director or member of the governing
688+body then in office, authorizes the revival of the articles of incorporation
689+of the corporation and the filing of the certificate required by subsection
690+(c). In any case where there shall be no directors of the corporation
691+available for the purposes described in this subsection, the stockholders
692+may elect a full board of directors, as provided by the bylaws of the
693+corporation, and the board so elected may then authorize the revival of the
694+articles of incorporation of the corporation and the filing of the certificate
695+required by subsection (c). A special meeting of the stockholders for the
696+purpose of electing directors may be called by any officer or stockholder
697+upon notice given in accordance with K.S.A. 17-6512, and amendments
698+thereto. For purposes of this section, the bylaws shall be the bylaws of the
699+corporation that, but for the articles of incorporation having become
700+forfeited or void pursuant to this code, would be the duly adopted bylaws
701+of the corporation.
702+(i) After a revival of the articles of incorporation of the corporation
703+shall have been effected, the provisions of K.S.A. 17-6501(c), and
704+amendments thereto, shall govern and the period of time during which the
705+articles of incorporation of the corporation was forfeited or void pursuant
706+to this code shall be included within the calculation of the 30-day and 13-
707+month periods to which K.S.A. 17-6501(c), and amendments thereto,
708+refers. A special meeting of stockholders held in accordance with
709+subsection (h) shall be deemed an annual meeting of the stockholders for
710+purposes of K.S.A. 17-6501(c), and amendments thereto.
711+(j) Whenever it shall be desired to revive the articles of incorporation
712+or authority to engage in business of any nonstock corporation, the
713+governing body shall perform all the acts necessary for the revival of the
714+articles of incorporation of the corporation or its authority to engage in
715+business that are performed by the board of directors in the case of a
716+corporation having capital stock, and the members of any nonstock
717+corporation who are entitled to vote for the election of members of its
718+governing body and any other members entitled to vote for dissolution
719+under the articles of incorporation or bylaws of such corporation, shall
720+perform all the acts necessary for the revival of the articles of
721+incorporation of the corporation or its authority to engage in business that
722+are performed by the stockholders in the case of a corporation having
723+capital stock. In all other respects, the procedure for the revival of the
724+articles of incorporation or authority to engage in business of a nonstock
725+corporation shall conform, as nearly as may be applicable, to the procedure
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769+prescribed in this section for the revival of the articles of incorporation of a
770+corporation having capital stock, except that subsection (i) shall not apply
771+to nonstock corporations.
398772 Sec. 8. K.S.A. 17-7503 is hereby amended to read as follows: 17-
399773 7503. (a) Every domestic corporation organized for profit shall make a
400-written business entity information report to the secretary of state,
401-stating the prescribed information concerning the corporation at the
402-close of business on the last day of its tax period next preceding the
403-date of filing, but if a corporation's tax period is other than the calendar
404-year, it shall give notice thereof to day the report is filed with the
405-secretary of state prior to December 31 of the year it commences such
406-tax period.
407-(b) The report shall be made on forms prescribed by the secretary
408-of state and shall be filed biennially, as determined by the year that the
774+written business entity information report to the secretary of state, stating
775+the prescribed information concerning the corporation at the close of
776+business on the last day of its tax period next preceding the date of filing,
777+but if a corporation's tax period is other than the calendar year, it shall give
778+notice thereof to day the report is filed with the secretary of state prior to
779+December 31 of the year it commences such tax period.
780+(b) The report shall be made on forms prescribed by the secretary of
781+state and shall be filed biennially, as determined by the year that the
409782 domestic corporation filed its formation documents. A domestic
410-corporation that filed formation documents in an even-numbered year
411-shall file a report in each even-numbered year. A domestic corporation
412-that filed formation documents in an odd-numbered year shall file a
413-report in each odd-numbered year. The report shall be filed after the
414-close of the corporation's tax period but not later than at the time
415-prescribed by law for filing the corporation's annual Kansas income tax
416-return April 15.
783+corporation that filed formation documents in an even-numbered year shall
784+file a report in each even-numbered year. A domestic corporation that filed
785+formation documents in an odd-numbered year shall file a report in each
786+odd-numbered year. The report shall be filed after the close of the
787+corporation's tax period but not later than at the time prescribed by law for
788+filing the corporation's annual Kansas income tax return April 15.
417789 (c) The report shall contain the following information:
418790 (1) The name of the corporation;
419791 (2) the location of the principal office, including the building and
420792 suite number, street name or rural route number with box number, city,
421793 state and zip code;
422-(3) the name and postal address for the president, secretary,
423-treasurer or equivalent of such officers and members of the board of
424-directors;
425-(4) the nature and kind of business in which the corporation is HOUSE BILL No. 2660—page 8
794+(3) the name and postal address for the president, secretary, treasurer
795+or equivalent of such officers and members of the board of directors;
796+(4) the nature and kind of business in which the corporation is
426797 engaged; and
427-(5) if the corporation is a parent corporation holding more than
428-50% equity ownership in any other business entity registered with the
429-secretary of state, the name and identification number of any such
430-subsidiary business entity.
798+(5) if the corporation is a parent corporation holding more than 50%
799+equity ownership in any other business entity registered with the secretary
800+of state, the name and identification number of any such subsidiary
801+business entity.
431802 (d) Every corporation subject to the provisions of this section that
432803 holds agricultural land, as defined in K.S.A. 17-5903, and amendments
433-thereto, within this state shall show the following additional
434-information on the report:
435-(1) The acreage and location listed by section, range, township
436-and county of each lot, tract or parcel of agricultural land in this state
437-owned or leased by or to the corporation;
438-(2) the purposes for which such agricultural land is owned or
439-leased and, if leased, to whom such agricultural land is leased;
440-(3) the value of the nonagricultural assets and the agricultural
441-assets, stated separately, owned and controlled by the corporation both
442-within and without the state of Kansas and where situated;
804+thereto, within this state shall show the following additional information
805+on the report:
806+(1) The acreage and location listed by section, range, township and
807+county of each lot, tract or parcel of agricultural land in this state owned or
808+leased by or to the corporation;
809+(2) the purposes for which such agricultural land is owned or leased
810+and, if leased, to whom such agricultural land is leased;
811+(3) the value of the nonagricultural assets and the agricultural assets,
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855+stated separately, owned and controlled by the corporation both within and
856+without the state of Kansas and where situated;
443857 (4) the total number of stockholders of the corporation;
444858 (5) the number of acres owned or operated by the corporation, the
445-number of acres leased by the corporation and the number of acres
446-leased to the corporation;
447-(6) the number of acres of agricultural land, held and reported in
448-each category under paragraph (5), stated separately, being irrigated;
449-and
450-(7) whether any of the agricultural land held and reported under
451-this subsection was acquired after July 1, 1981.
452-(e) The report shall be executed in accordance with the provisions
453-of K.S.A. 17-7908 through 17-7910, and amendments thereto. The
454-official title or position of the individual signing the report shall be
455-designated. The fact that an individual's name is signed on such report
456-shall be prima facie evidence that such individual is authorized to sign
457-the report on behalf of the corporation. This report shall be subscribed
458-by the person as true, under penalty of perjury.
459-(f) At the time of filing its business entity information report it
460-shall be the duty of each domestic corporation organized for profit to
461-pay to the secretary of state a fee in an amount equal to $80, plus the
462-amount specified in rules and regulations of the secretary multiplied by
463-the number of tax periods included in the report.
859+number of acres leased by the corporation and the number of acres leased
860+to the corporation;
861+(6) the number of acres of agricultural land, held and reported in each
862+category under paragraph (5), stated separately, being irrigated; and
863+(7) whether any of the agricultural land held and reported under this
864+subsection was acquired after July 1, 1981.
865+(e) The report shall be executed in accordance with the provisions of
866+K.S.A. 17-7908 through 17-7910, and amendments thereto. The official
867+title or position of the individual signing the report shall be designated.
868+The fact that an individual's name is signed on such report shall be prima
869+facie evidence that such individual is authorized to sign the report on
870+behalf of the corporation. This report shall be subscribed by the person as
871+true, under penalty of perjury.
872+(f) At the time of filing its business entity information report it shall
873+be the duty of each domestic corporation organized for profit to pay to the
874+secretary of state a fee in an amount equal to $80, plus the amount
875+specified in rules and regulations of the secretary multiplied by the number
876+of tax periods included in the report.
464877 Sec. 9. K.S.A. 17-7504 is hereby amended to read as follows: 17-
465-7504. (a) Every corporation organized not for profit shall make a
466-written business entity information report to the secretary of state,
467-stating the prescribed information concerning the corporation at the
468-close of business on the last day of its tax period next preceding the
469-date of filing, but if a corporation's tax period is other than the calendar
470-year, it shall give notice thereof to day the report is filed with the
471-secretary of state prior to December 31 of the year it commences such
472-tax period.
473-(b) The report shall be made on forms prescribed by the secretary
474-of state and shall be filed biennially, as determined by the year that the
878+7504. (a) Every corporation organized not for profit shall make a written
879+business entity information report to the secretary of state, stating the
880+prescribed information concerning the corporation at the close of business
881+on the last day of its tax period next preceding the date of filing, but if a
882+corporation's tax period is other than the calendar year, it shall give notice
883+thereof to day the report is filed with the secretary of state prior to
884+December 31 of the year it commences such tax period.
885+(b) The report shall be made on forms prescribed by the secretary of
886+state and shall be filed biennially, as determined by the year that the
475887 corporation organized not for profit filed its formation documents. A
476-corporation organized not for profit that filed formation documents in
477-an even-numbered year shall file a report in each even-numbered year.
478-A corporation organized not for profit that filed formation documents in
479-an odd-numbered year shall file a report in each odd-numbered year.
480-The report shall be filed after the close of the corporation's tax period
481-but not later than on the 15
888+corporation organized not for profit that filed formation documents in an
889+even-numbered year shall file a report in each even-numbered year. A
890+corporation organized not for profit that filed formation documents in an
891+odd-numbered year shall file a report in each odd-numbered year. The
892+report shall be filed after the close of the corporation's tax period but not
893+later than on the 15
482894 th
483- day of the sixth month following the close
484-of the taxable year June 15.
895+ day of the sixth month following the close of the
896+taxable year June 15.
485897 (c) The report shall contain the following information:
486-(1) The name of the corporation; HOUSE BILL No. 2660—page 9
898+(1) The name of the corporation;
487899 (2) the location of the principal office, including the building and
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488943 suite number, street name or rural route number with box number, city,
489944 state and zip code;
490945 (3) the name and postal address for the president, secretary and
491-treasurer, or equivalent of such officers, and the members of the
492-governing body; and
493-(4) if the corporation is a parent corporation holding more than
494-50% equity ownership in any other business entity registered with the
495-secretary of state, the name and identification number of any such
496-subsidiary business entity.
946+treasurer, or equivalent of such officers, and the members of the governing
947+body; and
948+(4) if the corporation is a parent corporation holding more than 50%
949+equity ownership in any other business entity registered with the secretary
950+of state, the name and identification number of any such subsidiary
951+business entity.
497952 (d) Every corporation subject to the provisions of this section that
498953 holds agricultural land, as defined in K.S.A. 17-5903, and amendments
499-thereto, within this state shall show the following additional
500-information on the report:
501-(1) The acreage and location listed by section, range, township
502-and county of each lot, tract or parcel of agricultural land in this state
503-owned or leased by or to the corporation;
504-(2) the purposes for which such agricultural land is owned or
505-leased and, if leased, to whom such agricultural land is leased;
506-(3) the value of the nonagricultural assets and the agricultural
507-assets, stated separately, owned and controlled by the corporation both
508-within and without the state of Kansas and where situated;
509-(4) the total number of stockholders or members of the
510-corporation;
954+thereto, within this state shall show the following additional information
955+on the report:
956+(1) The acreage and location listed by section, range, township and
957+county of each lot, tract or parcel of agricultural land in this state owned or
958+leased by or to the corporation;
959+(2) the purposes for which such agricultural land is owned or leased
960+and, if leased, to whom such agricultural land is leased;
961+(3) the value of the nonagricultural assets and the agricultural assets,
962+stated separately, owned and controlled by the corporation both within and
963+without the state of Kansas and where situated;
964+(4) the total number of stockholders or members of the corporation;
511965 (5) the number of acres owned or operated by the corporation, the
512-number of acres leased by the corporation and the number of acres
513-leased to the corporation;
514-(6) the number of acres of agricultural land, held and reported in
515-each category under paragraph (5), stated separately, being irrigated;
516-and
517-(7) whether any of the agricultural land held and reported under
518-this subsection was acquired after July 1, 1981.
519-(e) The report shall be executed in accordance with the provisions
520-of K.S.A. 17-7908 through 17-7910, and amendments thereto. The
521-official title or position of the individual signing the report shall be
522-designated. The fact that an individual's name is signed on such report
523-shall be prima facie evidence that such individual is authorized to sign
524-the report on behalf of the corporation. This report shall be subscribed
525-by the person as true, under penalty of perjury.
966+number of acres leased by the corporation and the number of acres leased
967+to the corporation;
968+(6) the number of acres of agricultural land, held and reported in each
969+category under paragraph (5), stated separately, being irrigated; and
970+(7) whether any of the agricultural land held and reported under this
971+subsection was acquired after July 1, 1981.
972+(e) The report shall be executed in accordance with the provisions of
973+K.S.A. 17-7908 through 17-7910, and amendments thereto. The official
974+title or position of the individual signing the report shall be designated.
975+The fact that an individual's name is signed on such report shall be prima
976+facie evidence that such individual is authorized to sign the report on
977+behalf of the corporation. This report shall be subscribed by the person as
978+true, under penalty of perjury.
526979 (f) At the time of filing its business entity information report, each
527-nonprofit corporation shall pay a fee in an amount equal to $80, plus
528-the amount specified in rules and regulations of the secretary multiplied
529-by the number of tax periods included in the report.
980+nonprofit corporation shall pay a fee in an amount equal to $80, plus the
981+amount specified in rules and regulations of the secretary multiplied by the
982+number of tax periods included in the report.
530983 Sec. 10. K.S.A. 17-7505 is hereby amended to read as follows: 17-
531984 7505. (a) Every foreign corporation organized for profit, or organized
532-under the cooperative type statutes of the state, territory or foreign
533-country of incorporation, now or hereafter doing business in this state,
534-and owning or using a part or all of its capital in this state, and subject
535-to compliance with the laws relating to the admission of foreign
536-corporations to do business in Kansas, shall make a written business
537-entity information report to the secretary of state, stating the prescribed
538-information concerning the corporation at the close of business on the
539-last day of its tax period next preceding the date of filing, but if a
540-corporation operates on a fiscal year other than the calendar year it
541-shall give written notice thereof to day the report is filed with the
542-secretary of state prior to December 31 of the year commencing such
543-fiscal year.
544-(b) The report shall be made on a form prescribed by the secretary
545-of state and shall be filed biennially, as determined by the year that the HOUSE BILL No. 2660—page 10
546-foreign corporation filed its foreign corporation application in Kansas.
547-A foreign corporation that filed an application in an even-numbered
548-year shall file a report in each even-numbered year. A foreign
549-corporation that filed an application in an odd-numbered year shall file
550-a report in each odd-numbered year. The report shall be filed after the
551-close of the corporation's tax period but not later than at the time
552-prescribed by law for filing the corporation's annual Kansas income tax
553-return April 15.
985+under the cooperative type statutes of the state, territory or foreign country
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1029+of incorporation, now or hereafter doing business in this state, and owning
1030+or using a part or all of its capital in this state, and subject to compliance
1031+with the laws relating to the admission of foreign corporations to do
1032+business in Kansas, shall make a written business entity information report
1033+to the secretary of state, stating the prescribed information concerning the
1034+corporation at the close of business on the last day of its tax period next
1035+preceding the date of filing, but if a corporation operates on a fiscal year
1036+other than the calendar year it shall give written notice thereof to day the
1037+report is filed with the secretary of state prior to December 31 of the year
1038+commencing such fiscal year.
1039+(b) The report shall be made on a form prescribed by the secretary of
1040+state and shall be filed biennially, as determined by the year that the
1041+foreign corporation filed its foreign corporation application in Kansas. A
1042+foreign corporation that filed an application in an even-numbered year
1043+shall file a report in each even-numbered year. A foreign corporation that
1044+filed an application in an odd-numbered year shall file a report in each
1045+odd-numbered year. The report shall be filed after the close of the
1046+corporation's tax period but not later than at the time prescribed by law for
1047+filing the corporation's annual Kansas income tax return April 15.
5541048 (c) The report shall contain the following information:
555-(1) The name of the corporation and under the laws of what state
556-or country it is incorporated;
557-(2) the location of its principal office, including the building and
558-suite number, street name or rural route number with box number, city,
559-state and zip code;
560-(3) the name and postal address for the president, secretary,
561-treasurer, or equivalent of such officers, and members of the board of
562-directors;
563-(4) the nature and kind of business in which the company is
564-engaged; and
565-(5) if the corporation is a parent corporation holding more than
566-50% equity ownership in any other business entity registered with the
567-secretary of state, the name and identification number of any such
568-subsidiary business entity.
1049+(1) The name of the corporation and under the laws of what state or
1050+country it is incorporated;
1051+(2) the location of its principal office, including the building and suite
1052+number, street name or rural route number with box number, city, state and
1053+zip code;
1054+(3) the name and postal address for the president, secretary, treasurer,
1055+or equivalent of such officers, and members of the board of directors;
1056+(4) the nature and kind of business in which the company is engaged;
1057+and
1058+(5) if the corporation is a parent corporation holding more than 50%
1059+equity ownership in any other business entity registered with the secretary
1060+of state, the name and identification number of any such subsidiary
1061+business entity.
5691062 (d) Every corporation subject to the provisions of this section that
5701063 holds agricultural land, as defined in K.S.A. 17-5903, and amendments
571-thereto, within this state shall show the following additional
572-information on the report:
573-(1) The acreage and location listed by section, range, township
574-and county of each lot, tract or parcel of agricultural land in this state
575-owned or leased by or to the corporation;
576-(2) the purposes for which such agricultural land is owned or
577-leased and, if leased, to whom such agricultural land is leased;
578-(3) the value of the nonagricultural assets and the agricultural
579-assets, stated separately, owned and controlled by the corporation both
580-within and without the state of Kansas and where situated;
1064+thereto, within this state shall show the following additional information
1065+on the report:
1066+(1) The acreage and location listed by section, range, township and
1067+county of each lot, tract or parcel of agricultural land in this state owned or
1068+leased by or to the corporation;
1069+(2) the purposes for which such agricultural land is owned or leased
1070+and, if leased, to whom such agricultural land is leased;
1071+(3) the value of the nonagricultural assets and the agricultural assets,
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1115+stated separately, owned and controlled by the corporation both within and
1116+without the state of Kansas and where situated;
5811117 (4) the total number of stockholders of the corporation;
5821118 (5) the number of acres owned or operated by the corporation, the
583-number of acres leased by the corporation and the number of acres
584-leased to the corporation;
585-(6) the number of acres of agricultural land, held and reported in
586-each category under paragraph (5), stated separately, being irrigated;
587-and
588-(7) whether any of the agricultural land held and reported under
589-this subsection was acquired after July 1, 1981.
590-(e) The report shall be executed in accordance with the provisions
591-of K.S.A. 17-7908 through 17-7910, and amendments thereto. The
592-official title or position of the individual signing the report shall be
593-designated. The fact that an individual's name is signed on such report
594-shall be prima facie evidence that such individual is authorized to sign
595-the report on behalf of the corporation. This report shall be subscribed
596-by the person as true, under penalty of perjury.
1119+number of acres leased by the corporation and the number of acres leased
1120+to the corporation;
1121+(6) the number of acres of agricultural land, held and reported in each
1122+category under paragraph (5), stated separately, being irrigated; and
1123+(7) whether any of the agricultural land held and reported under this
1124+subsection was acquired after July 1, 1981.
1125+(e) The report shall be executed in accordance with the provisions of
1126+K.S.A. 17-7908 through 17-7910, and amendments thereto. The official
1127+title or position of the individual signing the report shall be designated.
1128+The fact that an individual's name is signed on such report shall be prima
1129+facie evidence that such individual is authorized to sign the report on
1130+behalf of the corporation. This report shall be subscribed by the person as
1131+true, under penalty of perjury.
5971132 (f) At the time of filing its business entity information report, each
5981133 such foreign corporation shall pay to the secretary of state a fee in an
599-amount equal to $80, plus the amount specified in rules and regulations
600-of the secretary multiplied by the number of tax periods included in the
1134+amount equal to $80, plus the amount specified in rules and regulations of
1135+the secretary multiplied by the number of tax periods included in the
6011136 report.
6021137 Sec. 11. K.S.A. 17-7506 is hereby amended to read as follows: 17-
6031138 7506. (a) The secretary of state shall charge each corporation a fee
604-established pursuant to rules and regulations, but not exceeding $250, HOUSE BILL No. 2660—page 11
605-for issuing or filing and indexing articles of incorporation of a for-profit
606-or a foreign corporation application.
1139+established pursuant to rules and regulations, but not exceeding $250, for
1140+issuing or filing and indexing articles of incorporation of a for-profit or a
1141+foreign corporation application.
6071142 (b) The secretary of state shall charge each corporation a fee
608-established by rules and regulations, but not exceeding $50, for articles
609-of incorporation of a nonprofit corporation.
1143+established by rules and regulations, but not exceeding $50, for articles of
1144+incorporation of a nonprofit corporation.
6101145 (c) The secretary of state shall charge each corporation a fee
611-established by rules and regulations, but not exceeding $150, for
612-issuing or filing and indexing any of the corporate documents described
613-below:
614-(1) Certificate of extension, revocation of dissolution, restoration
615-or revival of articles of incorporation;
616-(2) certificate of amendment of articles of incorporation, either
617-prior to or after payment of capital;
1146+established by rules and regulations, but not exceeding $150, for issuing or
1147+filing and indexing any of the corporate documents described below:
1148+(1) Certificate of extension, revocation of dissolution, restoration or
1149+revival of articles of incorporation;
1150+(2) certificate of amendment of articles of incorporation, either prior
1151+to or after payment of capital;
6181152 (3) certificate of designation of preferences;
6191153 (4) certificate of retirement of preferred stock;
6201154 (5) certificate of increase or reduction of capital;
6211155 (6) certificate of dissolution, either prior to or after beginning
6221156 business;
6231157 (7) certificate of revocation of voluntary dissolution;
624-(8) certificate of change of location of registered office and
625-resident agent;
626-(9) certificate of merger or consolidation or agreement of merger
627-or consolidation;
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1201+(8) certificate of change of location of registered office and resident
1202+agent;
1203+(9) certificate of merger or consolidation or agreement of merger or
1204+consolidation;
6281205 (10) certificate of ownership and merger;
6291206 (11) certificate of extension, restoration, renewal or revival of a
6301207 certificate of authority of foreign corporation to do business in Kansas;
631-(12) change of resident agent or amendment by foreign
632-corporation;
1208+(12) change of resident agent or amendment by foreign corporation;
6331209 (13) certificate of withdrawal of foreign corporation;
634-(14) certificate of correction of any of the instruments designated
635-in this section;
1210+(14) certificate of correction of any of the instruments designated in
1211+this section;
6361212 (15) reservation of corporate name;
6371213 (16) restated articles of incorporation;
6381214 (17) extension of a business entity information report; and
6391215 (18) certificate of validation; and
6401216 (19) certificate of reinstatement.
6411217 (d) The secretary of state shall charge each corporation a fee
6421218 established pursuant to rules and regulations, but not exceeding $50, for
6431219 issuing certified copies, photocopies, certificates of good standing and
644-certificates of fact; and any other certificate or filing for which a filing
645-or indexing fee is not prescribed by law.
1220+certificates of fact; and any other certificate or filing for which a filing or
1221+indexing fee is not prescribed by law.
6461222 (e) The secretary of state shall not charge fees for providing the
6471223 following information: Name of the corporation; postal address of its
6481224 registered office and the name of its resident agent; the amount of its
6491225 authorized capital stock; the state of its incorporation; date of filing of
650-articles of incorporation, foreign corporation application or business
651-entity information report; and date of expiration.
652-(f) The secretary of state shall prescribe by rules and regulations
653-any fees required by this act.
654-Sec. 12. K.S.A. 17-76,136 is hereby amended to read as follows:
655-17-76,136. (a) The secretary of state shall charge each domestic and
656-foreign limited liability company the following fees:
1226+articles of incorporation, foreign corporation application or business entity
1227+information report; and date of expiration.
1228+(f) The secretary of state shall prescribe by rules and regulations any
1229+fees required by this act.
1230+Sec. 12. K.S.A. 17-76,136 is hereby amended to read as follows: 17-
1231+76,136. (a) The secretary of state shall charge each domestic and foreign
1232+limited liability company the following fees:
6571233 (1) A fee of $20 for issuing or filing and indexing any of the
6581234 following documents:
6591235 (A) A certificate of amendment of articles of organization;
6601236 (B) restated articles of organization;
6611237 (C) a certificate of cancellation, which shall be multiplied by the
662-number of series of the limited liability company named in the
663-certificate of cancellation; HOUSE BILL No. 2660—page 12
664-(D) a certificate of change of location of registered office or
665-resident agent;
1238+number of series of the limited liability company named in the certificate
1239+of cancellation;
1240+(D) a certificate of change of location of registered office or resident
1241+agent;
6661242 (E) a certificate of merger or consolidation;
6671243 (F) a certificate of division; and
668-(G) any certificate, affidavit, agreement or any other paper
669-provided for in the Kansas revised limited liability company act, for
670-which no different fee is specifically prescribed;
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1287+(G) any certificate, affidavit, agreement or any other paper provided
1288+for in the Kansas revised limited liability company act, for which no
1289+different fee is specifically prescribed;
6711290 (2) a fee of $7.50 for each certified copy, regardless of whether the
6721291 secretary of state supplies the copy;
6731292 (3) a fee of $7.50 for each certificate of good standing, including a
674-certificate of good standing for a series of a limited liability company,
675-and certificate of fact issued by the secretary of state; and
1293+certificate of good standing for a series of a limited liability company, and
1294+certificate of fact issued by the secretary of state; and
6761295 (4) a fee of $5 for a report of record search, but furnishing the
6771296 following information shall not be considered a record search and no
678-charge shall be made therefor: Name of the limited liability company
679-and the postal address of its registered office; name and postal address
680-of the resident agent; the state of the limited liability company's
681-formation; the date of filing of its articles of organization or business
682-entity information report; and date of expiration; and
683-(5) a fee of $20 for a copy of an instrument on file or prepared by
684-the secretary of state's office, whether or not the copy is certified.
685-(b) Every limited liability company hereafter formed in this state
686-shall pay to the secretary of state, at the time of filing its articles of
687-organization, an application and recording fee of $150.
688-(c) At the time of filing its application to do business, every
689-foreign limited liability company shall pay to the secretary of state an
690-application and recording fee of $150.
691-(d) The fee for filing a certificate of reinstatement shall be the
692-same as that prescribed by K.S.A. 17-7506, and amendments thereto,
693-for filing a certificate of reinstatement of a corporation's articles of
694-incorporation.
695-Sec. 13. K.S.A. 17-76,139 is hereby amended to read as follows:
696-17-76,139. (a) Every limited liability company organized and on and
697-after July 1, 2020, each series thereof formed or in existence under the
698-laws of this state shall make a written business entity information report
699-to the secretary of state, stating the prescribed information concerning
700-the limited liability company or series, as applicable, at the close of
701-business on the last day of its tax period next preceding the date of
702-filing. If the limited liability company's or series' tax period is other
703-than the calendar year, it shall give notice of its different tax period in
704-writing to day the report is filed with the secretary of state prior to
705-December 31 of the year it commences the different tax period.
706-(b) The report shall be filed biennially, as determined by the year
707-that the limited liability company or series filed its formation
708-documents. A limited liability company or series that filed formation
709-documents in an even-numbered year shall file a report in each even-
710-numbered year. A limited liability company or series that filed
711-formation documents in an odd-numbered year shall file a report in
712-each odd-numbered year. It is permissible to file at one time the
713-biennial report information for more than one limited liability company
714-or series, regardless of whether the formation documents were filed in
715-an even-numbered or odd-numbered year, except that all the reports
716-shall be filed in the first year a biennial report is due under this law and
717-in odd-numbered years thereafter. The report shall be filed after the
718-close of the limited liability company's tax period or series' tax period
719-but not later than at the time prescribed by law for filing the limited
720-liability company's or series' annual Kansas income tax return, or if
721-applicable law does not prescribe a time for filing an annual Kansas
722-income tax return for a series, the report for the series shall be filed at, HOUSE BILL No. 2660—page 13
723-and for purposes of this section its tax period shall be deemed to be, the
724-time prescribed by law for filing the annual Kansas income tax return
725-for the limited liability company to which the series is associated April
726-15.
727-(c) The report shall be made on a form prescribed by the secretary
728-of state and shall contain the following information for each limited
729-liability company or series:
730-(1) The name of the limited liability company or series, as
731-applicable;
1297+charge shall be made therefor: Name of the limited liability company and
1298+the postal address of its registered office; name and postal address of the
1299+resident agent; the state of the limited liability company's formation; the
1300+date of filing of its articles of organization or business entity information
1301+report; and date of expiration; and
1302+(5) a fee of $20 for a copy of an instrument on file or prepared by the
1303+secretary of state's office, whether or not the copy is certified.
1304+(b) Every limited liability company hereafter formed in this state shall
1305+pay to the secretary of state, at the time of filing its articles of organization,
1306+an application and recording fee of $150.
1307+(c) At the time of filing its application to do business, every foreign
1308+limited liability company shall pay to the secretary of state an application
1309+and recording fee of $150.
1310+(d) The fee for filing a certificate of reinstatement shall be the same
1311+as that prescribed by K.S.A. 17-7506, and amendments thereto, for filing a
1312+certificate of reinstatement of a corporation's articles of incorporation.
1313+Sec. 13. K.S.A. 17-76,139 is hereby amended to read as follows: 17-
1314+76,139. (a) Every limited liability company organized and on and after
1315+July 1, 2020, each series thereof formed or in existence under the laws of
1316+this state shall make a written business entity information report to the
1317+secretary of state, stating the prescribed information concerning the limited
1318+liability company or series, as applicable, at the close of business on the
1319+last day of its tax period next preceding the date of filing. If the limited
1320+liability company's or series' tax period is other than the calendar year, it
1321+shall give notice of its different tax period in writing to day the report is
1322+filed with the secretary of state prior to December 31 of the year it
1323+commences the different tax period.
1324+(b) The report shall be filed biennially, as determined by the year that
1325+the limited liability company or series filed its formation documents. A
1326+limited liability company or series that filed formation documents in an
1327+even-numbered year shall file a report in each even-numbered year. A
1328+limited liability company or series that filed formation documents in an
1329+odd-numbered year shall file a report in each odd-numbered year. It is
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1373+permissible to file at one time the biennial report information for more
1374+than one limited liability company or series, regardless of whether the
1375+formation documents were filed in an even-numbered or odd-numbered
1376+year, except that all the reports shall be filed in the first year a biennial
1377+report is due under this law and in odd-numbered years thereafter. The
1378+report shall be filed after the close of the limited liability company's tax
1379+period or series' tax period but not later than at the time prescribed by law
1380+for filing the limited liability company's or series' annual Kansas income
1381+tax return, or if applicable law does not prescribe a time for filing an
1382+annual Kansas income tax return for a series, the report for the series shall
1383+be filed at, and for purposes of this section its tax period shall be deemed
1384+to be, the time prescribed by law for filing the annual Kansas income tax
1385+return for the limited liability company to which the series is associated
1386+April 15.
1387+(c) The report shall be made on a form prescribed by the secretary of
1388+state and shall contain the following information for each limited liability
1389+company or series:
1390+(1) The name of the limited liability company or series, as applicable;
7321391 (2) a list of the members owning at least 5% of the capital of the
733-limited liability company or series, as applicable, with the postal
734-address of each; and
1392+limited liability company or series, as applicable, with the postal address
1393+of each; and
7351394 (3) the location of the principal office, including the building and
7361395 suite number, street name or rural route number with box number, city,
7371396 state and zip code.
738-(d) (1) Every foreign limited liability company shall make a
739-written business entity information report to the secretary of state,
740-stating the prescribed information concerning the limited liability
741-company at the close of business on the last day of its tax period next
742-preceding the date of filing. If the limited liability company's tax period
743-is other than the calendar year, it shall give notice in writing of its
744-different tax period to day the report is filed with the secretary of state
745-prior to December 31 of the year it commences the different tax period.
746-(2) The report shall be filed biennially, as determined by the year
747-that the foreign limited liability company filed its foreign limited
748-liability company application. A foreign limited liability company that
749-filed its application in an even-numbered year shall file a report in each
750-even-numbered year. A foreign limited liability company that filed its
1397+(d) (1) Every foreign limited liability company shall make a written
1398+business entity information report to the secretary of state, stating the
1399+prescribed information concerning the limited liability company at the
1400+close of business on the last day of its tax period next preceding the date of
1401+filing. If the limited liability company's tax period is other than the
1402+calendar year, it shall give notice in writing of its different tax period to
1403+day the report is filed with the secretary of state prior to December 31 of
1404+the year it commences the different tax period.
1405+(2) The report shall be filed biennially, as determined by the year that
1406+the foreign limited liability company filed its foreign limited liability
1407+company application. A foreign limited liability company that filed its
1408+application in an even-numbered year shall file a report in each even-
1409+numbered year. A foreign limited liability company that filed its
7511410 application in an odd-numbered year shall file a report in each odd-
7521411 numbered year. The report shall be filed after the close of the foreign
7531412 limited liability company's tax period but not later than at the time
754-prescribed by law for filing the limited liability company's annual
755-Kansas income tax return April 15.
756-(3) The report shall be made on a form prescribed by the secretary
757-of state and shall contain the name of the limited liability company.
1413+prescribed by law for filing the limited liability company's annual Kansas
1414+income tax return April 15.
1415+(3) The report shall be made on a form prescribed by the secretary of
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1459+state and shall contain the name of the limited liability company.
7581460 (e) The business entity information report required by this section
7591461 shall be executed by one or more authorized persons, and filed with the
7601462 secretary of state. The execution of such report by a person who is
761-authorized by the Kansas revised limited liability company act to
762-execute such report, upon filing such report with the secretary of state,
763-constitutes an oath or affirmation, under penalties of perjury that, to the
764-best of such person's knowledge and belief, the facts stated in such
765-report are true.
766-(f) At the time of filing the business entity information report,
767-each limited liability company or series shall pay to the secretary of
768-state a fee in an amount equal to $80, plus the amount specified in rules
769-and regulations of the secretary multiplied by the number of tax periods
1463+authorized by the Kansas revised limited liability company act to execute
1464+such report, upon filing such report with the secretary of state, constitutes
1465+an oath or affirmation, under penalties of perjury that, to the best of such
1466+person's knowledge and belief, the facts stated in such report are true.
1467+(f) At the time of filing the business entity information report, each
1468+limited liability company or series shall pay to the secretary of state a fee
1469+in an amount equal to $80, plus the amount specified in rules and
1470+regulations of the secretary multiplied by the number of tax periods
7701471 included in the report.
7711472 (g) The provisions of K.S.A. 17-7509, and amendments thereto,
7721473 relating to penalties for failure of a corporation to file business entity
7731474 information report or pay the required fee, and the provisions of K.S.A.
774-17-7510(a), and amendments thereto, relating to penalties for failure of
775-a corporation to file business entity information report or pay the
776-required fee, shall be applicable to the articles of organization of any
777-domestic limited liability company, the certificate of designation of any
778-series thereof, or to the authority of any foreign limited liability
779-company that fails to file its business entity information report or pay
780-the fee within 90 days of the time prescribed in this section for filing
781-and paying the same or, in the case of a report filing and fee received HOUSE BILL No. 2660—page 14
782-by mail, postmarked within 90 days of the time for filing and paying
783-the same fee. Whenever the articles of organization of a domestic
784-limited liability company, the certificate of designation of a series
785-thereof, or the authority of any foreign limited liability company are
786-forfeited or canceled for failure to file business entity information
787-report or to pay the required fee, the domestic limited liability company
788-or the authority of a foreign limited liability company may be reinstated
789-by filing a certificate of reinstatement, pursuant to K.S.A. 17-76,146,
790-and amendments thereto, and the certificate of designation may be
791-reinstated by filing a certificate of reinstatement, pursuant to K.S.A. 17-
792-76,147, and amendments thereto, and in each case, paying to the
793-secretary of state all fees, including any penalties thereon, due to the
794-state.
1475+17-7510(a), and amendments thereto, relating to penalties for failure of a
1476+corporation to file business entity information report or pay the required
1477+fee, shall be applicable to the articles of organization of any domestic
1478+limited liability company, the certificate of designation of any series
1479+thereof, or to the authority of any foreign limited liability company that
1480+fails to file its business entity information report or pay the fee within 90
1481+days of the time prescribed in this section for filing and paying the same
1482+or, in the case of a report filing and fee received by mail, postmarked
1483+within 90 days of the time for filing and paying the same fee. Whenever
1484+the articles of organization of a domestic limited liability company, the
1485+certificate of designation of a series thereof, or the authority of any foreign
1486+limited liability company are forfeited or canceled for failure to file
1487+business entity information report or to pay the required fee, the domestic
1488+limited liability company or the authority of a foreign limited liability
1489+company may be reinstated by filing a certificate of reinstatement,
1490+pursuant to K.S.A. 17-76,146, and amendments thereto, and the certificate
1491+of designation may be reinstated by filing a certificate of reinstatement,
1492+pursuant to K.S.A. 17-76,147, and amendments thereto, and in each case,
1493+paying to the secretary of state all fees, including any penalties thereon,
1494+due to the state.
7951495 Sec. 14. K.S.A. 17-7903 is hereby amended to read as follows: 17-
796-7903. The following documents related to corporations shall be filed
797-with the secretary of state:
1496+7903. The following documents related to corporations shall be filed with
1497+the secretary of state:
7981498 (a) For-profit filings:
799-(1) For-profit articles of incorporation as set forth in K.S.A. 17-
800-6002, and amendments thereto;
1499+(1) For-profit articles of incorporation as set forth in K.S.A. 17-6002,
1500+and amendments thereto;
8011501 (2) professional association articles of incorporation as set forth in
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8021545 K.S.A. 17-2709, 17-2711 and 17-6002, and amendments thereto;
803-(3) close corporation articles of incorporation as set forth in
804-K.S.A. 17-6426, 17-7201, 17-7202 and 17-7203, and amendments
805-thereto;
806-(4) public benefit corporation articles of incorporation as set forth
807-in K.S.A. 17-72a02, and amendments thereto;
1546+(3) close corporation articles of incorporation as set forth in K.S.A.
1547+17-6426, 17-7201, 17-7202 and 17-7203, and amendments thereto;
1548+(4) public benefit corporation articles of incorporation as set forth in
1549+K.S.A. 17-72a02, and amendments thereto;
8081550 (5) certificate of validation as set forth in K.S.A. 17-6428, and
8091551 amendments thereto;
810-(6) foreign for-profit application for authority as set forth in
811-K.S.A. 17-7931, and amendments thereto;
812-(7) for-profit business entity information report as set forth in
813-K.S.A. 17-7503 and 17-7505, and amendments thereto;
814-(8) professional association business entity information report as
815-set forth in K.S.A. 17-2718, and amendments thereto;
816-(9) for-profit certificate of amendment as set forth in K.S.A. 17-
817-6003, 17-6401, 17-6601, 17-6602 and 17-6603, and amendments
818-thereto;
1552+(6) foreign for-profit application for authority as set forth in K.S.A.
1553+17-7931, and amendments thereto;
1554+(7) for-profit business entity information report as set forth in K.S.A.
1555+17-7503 and 17-7505, and amendments thereto;
1556+(8) professional association business entity information report as set
1557+forth in K.S.A. 17-2718, and amendments thereto;
1558+(9) for-profit certificate of amendment as set forth in K.S.A. 17-6003,
1559+17-6401, 17-6601, 17-6602 and 17-6603, and amendments thereto;
8191560 (10) amendment to professional associations as set forth in K.S.A.
8201561 17-2709, and amendments thereto;
8211562 (11) foreign for-profit corporation certificate of amendment as set
8221563 forth in K.S.A. 17-7302, and amendments thereto;
823-(12) restated articles of incorporation as set forth in K.S.A. 17-
824-6605, and amendments thereto;
1564+(12) restated articles of incorporation as set forth in K.S.A. 17-6605,
1565+and amendments thereto;
8251566 (13) change of registered office or resident agent as set forth in
826-K.S.A. 17-7926, 17-7927, 17-7928 and 17-7929, and amendments
827-thereto;
828-(14) for-profit certificate of correction as set forth in K.S.A. 17-
829-7912, and amendments thereto;
1567+K.S.A. 17-7926, 17-7927, 17-7928 and 17-7929, and amendments thereto;
1568+(14) for-profit certificate of correction as set forth in K.S.A. 17-7912,
1569+and amendments thereto;
8301570 (15) mergers as set forth in K.S.A. 17-6701 through 17-6708, and
8311571 amendments thereto;
832-(16) foreign mergers as set forth in K.S.A. 17-7302, and
1572+(16) foreign mergers as set forth in K.S.A. 17-7302, and amendments
1573+thereto;
1574+(17) certificate of amendment or termination of merger as set forth in
1575+K.S.A. 17-6701, and amendments thereto;
1576+(18) foreign corporation merger as set forth in K.S.A. 17-7302, and
8331577 amendments thereto;
834-(17) certificate of amendment or termination of merger as set forth
835-in K.S.A. 17-6701, and amendments thereto;
836-(18) foreign corporation merger as set forth in K.S.A. 17-7302,
837-and amendments thereto;
8381578 (19) certificate of reinstatement revival as set forth in K.S.A. 17-
8391579 7002, and amendments thereto;
840-(20) certificate of dissolution prior to commencing business as set HOUSE BILL No. 2660—page 15
1580+(20) certificate of dissolution prior to commencing business as set
8411581 forth in K.S.A. 17-6803, and amendments thereto;
842-(21) certificate of dissolution by stockholder's meeting as set forth
843-in K.S.A. 17-6804, and amendments thereto;
844-(22) certificate of dissolution by written consent as set forth in
1582+(21) certificate of dissolution by stockholder's meeting as set forth in
8451583 K.S.A. 17-6804, and amendments thereto;
846-(23) foreign certificate of cancellation as set forth in K.S.A. 17-
847-7936, and amendments thereto; and
848-(24) certificate of revocation of dissolution restoration as set forth
849-in K.S.A. 17-7001, and amendments thereto.
1584+(22) certificate of dissolution by written consent as set forth in K.S.A.
1585+17-6804, and amendments thereto;
1586+(23) foreign certificate of cancellation as set forth in K.S.A. 17-7936,
1587+and amendments thereto; and
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1631+(24) certificate of revocation of dissolution restoration as set forth in
1632+K.S.A. 17-7001, and amendments thereto.
8501633 (b) Not-for-profit filings:
851-(1) Not-for-profit articles of incorporation as set forth in K.S.A.
852-17-6002, and amendments thereto;
1634+(1) Not-for-profit articles of incorporation as set forth in K.S.A. 17-
1635+6002, and amendments thereto;
8531636 (2) foreign not-for-profit application for authority as set forth in
8541637 K.S.A. 17-7931, and amendments thereto;
8551638 (3) not-for-profit business entity information report as set forth in
8561639 K.S.A. 17-7504, and amendments thereto;
857-(4) not-for-profit certificate of amendment as set forth in K.S.A.
858-17-6602, and amendments thereto;
1640+(4) not-for-profit certificate of amendment as set forth in K.S.A. 17-
1641+6602, and amendments thereto;
8591642 (5) not-for-profit certificate of correction as set forth in K.S.A. 17-
8601643 7912, and amendments thereto;
861-(6) not-for-profit change of registered office or resident agent as
862-set forth in K.S.A. 17-7926, 17-7927, 17-7928 and 17-7929, and
863-amendments thereto;
1644+(6) not-for-profit change of registered office or resident agent as set
1645+forth in K.S.A. 17-7926, 17-7927, 17-7928 and 17-7929, and amendments
1646+thereto;
8641647 (7) not-for-profit certificate of reinstatement revival as set forth in
8651648 K.S.A. 17-7002, and amendments thereto; and
866-(8) certificate of dissolution as set forth in K.S.A. 17-6803, 17-
867-6804 and 17-6805, and amendments thereto; and
1649+(8) certificate of dissolution as set forth in K.S.A. 17-6803, 17-6804
1650+and 17-6805, and amendments thereto; and
8681651 (9) certificate of restoration as set forth in K.S.A. 17-7001, and
8691652 amendments thereto.
8701653 Sec. 15. K.S.A. 17-7931 is hereby amended to read as follows: 17-
8711654 7931. Before doing business in the state of Kansas, a foreign covered
8721655 entity shall register with the secretary of state. In order to register, a
873-foreign covered entity shall submit to the secretary of state, together
874-with payment of a fee if authorized by law, as provided by K.S.A. 17-
875-7910, and amendments thereto, an original copy executed by a
876-governor, of an application for registration as a foreign covered entity,
877-setting forth:
1656+foreign covered entity shall submit to the secretary of state, together with
1657+payment of a fee if authorized by law, as provided by K.S.A. 17-7910, and
1658+amendments thereto, an original copy executed by a governor, of an
1659+application for registration as a foreign covered entity, setting forth:
8781660 (a) The name of the foreign covered entity;
8791661 (b) the jurisdiction where organized;
8801662 (c) the date of its organization;
881-(d) a statement issued within 90 days of the date of application by
882-the proper officer of the jurisdiction where such foreign entity is
883-organized, or by a third-party agent authorized by such proper officer,
884-that made under penalty of perjury that, as of the day of the filing, the
885-foreign covered entity exists in good standing under the laws of the
886-jurisdiction of its organization;
1663+(d) a statement issued within 90 days of the date of application by the
1664+proper officer of the jurisdiction where such foreign entity is organized, or
1665+by a third-party agent authorized by such proper officer, that made under
1666+penalty of perjury that, as of the day of the filing, the foreign covered
1667+entity exists in good standing under the laws of the jurisdiction of its
1668+organization;
8871669 (e) the nature of the business or purposes to be conducted or
8881670 promoted in the state of Kansas, including whether the covered entity
8891671 operates for-profit or not-for-profit;
8901672 (f) the address of the registered office and the name and address of
1673+the resident agent for service of process required to be maintained by this
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1717+act;
1718+(g) an irrevocable written consent of the foreign covered entity that
1719+actions may be commenced against it in the proper court of any county
1720+where there is proper venue by the service of process on the secretary of
1721+state as provided for in K.S.A. 60-304, and amendments thereto, and
1722+stipulating and agreeing that such service shall be taken and held, in all
1723+courts, to be as valid and binding as if due service had been made upon the
1724+governors of the foreign covered entity; and
1725+(h) the date on which the foreign covered entity first did, or intends to
1726+do, business in the state of Kansas.
1727+Sec. 16. K.S.A. 2023 Supp. 56-1a151 is hereby amended to read as
1728+follows: 56-1a151. (a) In order to form a limited partnership, a certificate
1729+of limited partnership must be executed and filed in the office of the
1730+secretary of state. Such certificate shall set forth:
1731+(1) The name of the limited partnership;
1732+(2) the address of the registered office and the name and address of
8911733 the resident agent for service of process required to be maintained by
892-this act;
893-(g) an irrevocable written consent of the foreign covered entity
894-that actions may be commenced against it in the proper court of any
895-county where there is proper venue by the service of process on the
896-secretary of state as provided for in K.S.A. 60-304, and amendments
897-thereto, and stipulating and agreeing that such service shall be taken
898-and held, in all courts, to be as valid and binding as if due service had
899-been made upon the governors of the foreign covered entity; and HOUSE BILL No. 2660—page 16
900-(h) the date on which the foreign covered entity first did, or
901-intends to do, business in the state of Kansas.
902-Sec. 16. K.S.A. 2023 Supp. 56-1a605 is hereby amended to read
903-as follows: 56-1a605. (a) The secretary of state shall charge each
904-domestic and foreign limited partnership the following fees:
905-(1) For issuing or filing and indexing any of the documents
906-described below, a fee of $20:
1734+K.S.A. 17-7925, and amendments thereto;
1735+(3) the name and the business or residence address of each general
1736+partner; and
1737+(4) the latest date upon which the limited partnership is to dissolve;
1738+and
1739+(5) any other matters the general partners determine to include in the
1740+certificate.
1741+(b) A limited partnership is formed at the time of the filing of the
1742+initial certificate of limited partnership in the office of the secretary of
1743+state or at any later time specified in the certificate of limited partnership
1744+if, in either case, there has been substantial compliance with the
1745+requirements of this section.
1746+Sec. 17. K.S.A. 2023 Supp. 56-1a605 is hereby amended to read as
1747+follows: 56-1a605. (a) The secretary of state shall charge each domestic
1748+and foreign limited partnership the following fees:
1749+(1) For issuing or filing and indexing any of the documents described
1750+below, a fee of $20:
9071751 (A) A certificate of amendment of limited partnership;
9081752 (B) a restated certificate of limited partnership;
9091753 (C) a certificate of cancellation of limited partnership;
9101754 (D) a certificate of change of location of registered office or
9111755 registered agent; and
912-(E) any certificate, affidavit, agreement or any other paper
913-provided for in this act, for which no different fee is specifically
914-prescribed;
1756+(E) any certificate, affidavit, agreement or any other paper provided
1757+for in this act, for which no different fee is specifically prescribed;
9151758 (2) for certified copies, a fee of $7.50 for each copy certified,
9161759 regardless of whether the secretary of state supplies the copies;
917-(3) for each certificate of good standing and certificate of fact
918-issued by the secretary of state, a fee of $7.50; and
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1803+(3) for each certificate of good standing and certificate of fact issued
1804+by the secretary of state, a fee of $7.50; and
9191805 (4) for a report of record search, a fee of $5, but furnishing the
9201806 following information shall not be considered a record search and no
9211807 charge shall be made therefor: name of the limited partnership and the
9221808 postal address of its registered office; name and postal address of the
923-resident agent; the state of the limited partnership's formation; the date
924-of filing of its certificate of limited partnership or business entity
925-information report; and date of expiration; and
926-(5) a fee of $20 for a copy of an instrument on file or prepared by
927-the secretary of state's office, whether or not the copy is certified.
928-(b) Every limited partnership hereafter formed in this state shall
929-pay to the secretary of state at the time of filing its certificate of limited
1809+resident agent; the state of the limited partnership's formation; the date of
1810+filing of its certificate of limited partnership or business entity information
1811+report; and date of expiration; and
1812+(5) a fee of $20 for a copy of an instrument on file or prepared by the
1813+secretary of state's office, whether or not the copy is certified.
1814+(b) Every limited partnership hereafter formed in this state shall pay
1815+to the secretary of state at the time of filing its certificate of limited
9301816 partnership, an application and recording fee of $150.
931-(c) At the time of filing its application to do business, every
932-foreign limited partnership shall pay to the secretary of state an
933-application and recording fee of $150.
934-(d) The secretary of state shall not charge any fees for the
935-documents or services described in this section upon an official request
936-by any agency of this state or of the United States, or by any officer or
937-employee thereof.
938-Sec. 17. K.S.A. 2023 Supp. 56-1a606 is hereby amended to read
939-as follows: 56-1a606. (a) Every limited partnership organized under the
940-laws of this state shall make a written business entity information report
941-to the secretary of state, stating the prescribed information concerning
942-the limited partnership at the close of business on the last day of its tax
943-period next preceding the date of filing. If the limited partnership's tax
944-period is other than the calendar year, it shall give notice of its different
945-tax period to day the report is filed with the secretary of state prior to
946-December 31 of the year it commences the different tax period.
947-(b) The report shall be filed biennially, as determined by the year
948-that the limited partnership filed its formation documents. A limited
949-partnership that filed formation documents in an even-numbered year
950-shall file a report in each even-numbered year. A limited partnership
951-that filed formation documents in an odd-numbered year shall file a
952-report in each odd-numbered year. The report shall be filed after the
953-close of the limited partnership's tax period but not later than at the
954-time prescribed by law for filing the limited partnership's annual
955-Kansas income tax return April 15.
956-(c) The report shall be made on a form prescribed by the secretary
957-of state and shall contain the following information:
958-(1) The name of the limited partnership; HOUSE BILL No. 2660—page 17
1817+(c) At the time of filing its application to do business, every foreign
1818+limited partnership shall pay to the secretary of state an application and
1819+recording fee of $150.
1820+(d) The secretary of state shall not charge any fees for the documents
1821+or services described in this section upon an official request by any agency
1822+of this state or of the United States, or by any officer or employee thereof.
1823+Sec. 18. K.S.A. 2023 Supp. 56-1a606 is hereby amended to read as
1824+follows: 56-1a606. (a) Every limited partnership organized under the laws
1825+of this state shall make a written business entity information report to the
1826+secretary of state, stating the prescribed information concerning the limited
1827+partnership at the close of business on the last day of its tax period next
1828+preceding the date of filing. If the limited partnership's tax period is other
1829+than the calendar year, it shall give notice of its different tax period to day
1830+the report is filed with the secretary of state prior to December 31 of the
1831+year it commences the different tax period.
1832+(b) The report shall be filed biennially, as determined by the year that
1833+the limited partnership filed its formation documents. A limited partnership
1834+that filed formation documents in an even-numbered year shall file a report
1835+in each even-numbered year. A limited partnership that filed formation
1836+documents in an odd-numbered year shall file a report in each odd-
1837+numbered year. The report shall be filed after the close of the limited
1838+partnership's tax period but not later than at the time prescribed by law for
1839+filing the limited partnership's annual Kansas income tax return April 15.
1840+(c) The report shall be made on a form prescribed by the secretary of
1841+state and shall contain the following information:
1842+(1) The name of the limited partnership;
9591843 (2) a list of the partners owning at least 5% of the capital of the
9601844 partnership, with the postal address of each; and
9611845 (3) the location of the principal office, including the building and
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9621889 suite number, street name or rural route number with box number, city,
9631890 state and zip code.
964-(d) Every limited partnership subject to the provisions of this
965-section that is a limited agricultural partnership, as defined in K.S.A.
966-17-5903, and amendments thereto, and that holds agricultural land, as
967-defined in K.S.A. 17-5903, and amendments thereto, within this state
968-shall show the following additional information on the report:
1891+(d) Every limited partnership subject to the provisions of this section
1892+that is a limited agricultural partnership, as defined in K.S.A. 17-5903, and
1893+amendments thereto, and that holds agricultural land, as defined in K.S.A.
1894+17-5903, and amendments thereto, within this state shall show the
1895+following additional information on the report:
9691896 (1) The number of acres and location, listed by section, range,
970-township and county of each lot, tract or parcel of agricultural land in
971-this state owned or leased by the limited partnership; and
1897+township and county of each lot, tract or parcel of agricultural land in this
1898+state owned or leased by the limited partnership; and
9721899 (2) whether any of the agricultural land held and reported under
9731900 paragraph (1) was acquired after July 1, 1981.
974-(e) The report shall be signed by the general partner or partners of
975-the limited partnership under penalty of perjury and forwarded to the
976-secretary of state.
1901+(e) The report shall be signed by the general partner or partners of the
1902+limited partnership under penalty of perjury and forwarded to the secretary
1903+of state.
9771904 (f) At the time of filing its business entity information report, the
9781905 limited partnership shall pay to the secretary of state a fee in an amount
9791906 equal to $80, plus the amount specified in rules and regulations of the
980-secretary multiplied by the number of tax periods included in the
981-report.
1907+secretary multiplied by the number of tax periods included in the report.
9821908 (g) The provisions of K.S.A. 17-7509, and amendments thereto,
9831909 relating to penalties for failure of a corporation to file a business entity
9841910 information report or pay the required fee, and the provisions of K.S.A.
985-17-7510(a), and amendments thereto, relating to forfeiture of a
986-domestic corporation's articles of incorporation for failure to file a
987-business entity information report or pay the required fee, shall be
988-applicable to the certificate of partnership of any limited partnership
989-that fails to file its business entity information report or pay the
990-required fee within 90 days of the time prescribed in this section for
991-filing and paying the same or, in the case of a report filing and fee
992-received by mail, postmarked within 90 days of the time prescribed in
993-this section for filing and paying the same fee. Whenever the certificate
994-of partnership of a limited partnership is forfeited for failure to file a
995-business entity information report or to pay the required fee, the limited
996-partnership may be reinstated by filing a certificate of reinstatement, in
997-the manner and form to be prescribed by the secretary of state, and all
998-past due business entity information reports for the immediately
999-preceding 10 years, and payment to the secretary an amount equal to all
1000-fees and any penalties due. The fee for filing a certificate of
1001-reinstatement shall be the same as that prescribed by K.S.A. 17-7506,
1002-and amendments thereto, for filing a certificate of reinstatement of a
1911+17-7510(a), and amendments thereto, relating to forfeiture of a domestic
1912+corporation's articles of incorporation for failure to file a business entity
1913+information report or pay the required fee, shall be applicable to the
1914+certificate of partnership of any limited partnership that fails to file its
1915+business entity information report or pay the required fee within 90 days of
1916+the time prescribed in this section for filing and paying the same or, in the
1917+case of a report filing and fee received by mail, postmarked within 90 days
1918+of the time prescribed in this section for filing and paying the same fee.
1919+Whenever the certificate of partnership of a limited partnership is forfeited
1920+for failure to file a business entity information report or to pay the required
1921+fee, the limited partnership may be reinstated by filing a certificate of
1922+reinstatement, in the manner and form to be prescribed by the secretary of
1923+state, and all past due business entity information reports for the
1924+immediately preceding 10 years, and payment to the secretary an amount
1925+equal to all fees and any penalties due. The fee for filing a certificate of
1926+reinstatement shall be the same as that prescribed by K.S.A. 17-7506, and
1927+amendments thereto, for filing a certificate of reinstatement of a
10031928 corporation's articles of incorporation.
1004-Sec. 18. K.S.A. 2023 Supp. 56-1a607 is hereby amended to read
1005-as follows: 56-1a607. (a) Every foreign limited partnership shall make
1006-a written business entity information report to the secretary of state,
1007-stating the prescribed information concerning the limited partnership at
1008-the close of business on the last day of its tax period next preceding the
1009-date of filing. If the limited partnership's tax period is other than the
1010-calendar year, it shall give notice of its different tax period to day the
1011-report is filed with the secretary of state prior to December 31 of the
1012-year it commences the different tax period.
1013-(b) The report shall be filed biennially, as determined by the year
1014-that the foreign limited partnership filed its foreign limited partnership
1929+Sec. 19. K.S.A. 2023 Supp. 56-1a607 is hereby amended to read as
1930+follows: 56-1a607. (a) Every foreign limited partnership shall make a
1931+written business entity information report to the secretary of state, stating
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1975+the prescribed information concerning the limited partnership at the close
1976+of business on the last day of its tax period next preceding the date of
1977+filing. If the limited partnership's tax period is other than the calendar year,
1978+it shall give notice of its different tax period to day the report is filed with
1979+the secretary of state prior to December 31 of the year it commences the
1980+different tax period.
1981+(b) The report shall be filed biennially, as determined by the year that
1982+the foreign limited partnership filed its foreign limited partnership
10151983 application. A foreign limited partnership that filed its application in an
10161984 even-numbered year shall file a report in each even-numbered year. A
1017-foreign limited partnership that filed its application in an odd-numbered HOUSE BILL No. 2660—page 18
1018-year shall file a report in each odd-numbered year. The report shall be
1019-filed after the close of the limited partnership's tax period but not later
1020-than at the time prescribed by law for filing the limited partnership's
1021-annual Kansas income tax return April 15.
1022-(c) The report shall be made on a form prescribed by the secretary
1023-of state and shall contain:
1985+foreign limited partnership that filed its application in an odd-numbered
1986+year shall file a report in each odd-numbered year. The report shall be filed
1987+after the close of the limited partnership's tax period but not later than at
1988+the time prescribed by law for filing the limited partnership's annual
1989+Kansas income tax return April 15.
1990+(c) The report shall be made on a form prescribed by the secretary of
1991+state and shall contain:
10241992 (1) The name of the limited partnership; and
10251993 (2) the location of the principal office, including the building and
10261994 suite number, street name or rural route number with box number, city,
10271995 state and zip code.
1028-(d) Every foreign limited partnership subject to the provisions of
1029-this section that is a limited agricultural partnership, as defined in
1030-K.S.A. 17-5903, and amendments thereto, and that holds agricultural
1031-land, as defined in K.S.A. 17-5903, and amendments thereto, within
1032-this state shall show the following additional information on the report:
1996+(d) Every foreign limited partnership subject to the provisions of this
1997+section that is a limited agricultural partnership, as defined in K.S.A. 17-
1998+5903, and amendments thereto, and that holds agricultural land, as defined
1999+in K.S.A. 17-5903, and amendments thereto, within this state shall show
2000+the following additional information on the report:
10332001 (1) The number of acres and location, listed by section, range,
1034-township and county of agricultural land in this state owned or leased
1035-by the limited partnership; and
2002+township and county of agricultural land in this state owned or leased by
2003+the limited partnership; and
10362004 (2) whether any of the agricultural land held and reported under
10372005 paragraph (1) was acquired after July 1, 1981.
1038-(e) The report shall be signed by the general partner or partners of
1039-the limited partnership under penalty of perjury and forwarded to the
1040-secretary of state.
2006+(e) The report shall be signed by the general partner or partners of the
2007+limited partnership under penalty of perjury and forwarded to the secretary
2008+of state.
10412009 (f) At the time of filing its business entity information report, the
10422010 foreign limited partnership shall pay to the secretary of state a fee in an
1043-amount equal to $80, plus the amount specified in rules and regulations
1044-of the secretary multiplied by the number of tax periods included in the
2011+amount equal to $80, plus the amount specified in rules and regulations of
2012+the secretary multiplied by the number of tax periods included in the
10452013 report.
10462014 (g) The provisions of K.S.A. 17-7509, and amendments thereto,
10472015 relating to penalties for failure of a corporation to file a business entity
10482016 information report or pay the required fee, and the provisions of K.S.A.
10492017 17-7510(b), and amendments thereto, relating to forfeiture of a foreign
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10502061 corporation's authority to do business in this state for failure to file a
10512062 business entity information report or pay the required fee, shall be
1052-applicable to the authority of any foreign limited partnership that fails
1053-to file its business entity information report or pay the required fee
1054-within 90 days of the time prescribed in this section for filing and
1055-paying the same or, in the case of a report filing and fee received by
1056-mail, postmarked within 90 days of the time prescribed in this section
1057-for filing and paying the same fee. Whenever the authority of a foreign
1058-limited partnership to do business in this state is forfeited for failure to
1059-file a business entity information report or to pay the required fee, the
1060-foreign limited partnership's authority to do business in this state may
1061-be reinstated by filing a certificate of reinstatement, in the manner and
1062-form to be prescribed by the secretary of state, and all past due business
1063-entity information reports for the immediately preceding 10 years, and
1064-payment to the secretary of state an amount equal to all fees and any
1065-penalties due. The fee for filing a certificate of reinstatement shall be
1066-the same as that prescribed by K.S.A. 17-7506, and amendments
1067-thereto, for filing a certificate of reinstatement of a corporation's
1068-articles of incorporation.
1069-Sec. 19. K.S.A. 2023 Supp. 56a-1001 is hereby amended to read
1070-as follows: 56a-1001. (a) A partnership may become a limited liability
2063+applicable to the authority of any foreign limited partnership that fails to
2064+file its business entity information report or pay the required fee within 90
2065+days of the time prescribed in this section for filing and paying the same
2066+or, in the case of a report filing and fee received by mail, postmarked
2067+within 90 days of the time prescribed in this section for filing and paying
2068+the same fee. Whenever the authority of a foreign limited partnership to do
2069+business in this state is forfeited for failure to file a business entity
2070+information report or to pay the required fee, the foreign limited
2071+partnership's authority to do business in this state may be reinstated by
2072+filing a certificate of reinstatement, in the manner and form to be
2073+prescribed by the secretary of state, and all past due business entity
2074+information reports for the immediately preceding 10 years, and payment
2075+to the secretary of state an amount equal to all fees and any penalties due.
2076+The fee for filing a certificate of reinstatement shall be the same as that
2077+prescribed by K.S.A. 17-7506, and amendments thereto, for filing a
2078+certificate of reinstatement of a corporation's articles of incorporation.
2079+Sec. 20. K.S.A. 2023 Supp. 56a-1001 is hereby amended to read as
2080+follows: 56a-1001. (a) A partnership may become a limited liability
10712081 partnership pursuant to this section.
10722082 (b) The terms and conditions on which a partnership becomes a
10732083 limited liability partnership must be approved by the vote necessary to
10742084 amend the partnership agreement except, in the case of a partnership
10752085 agreement that expressly considers contribution obligations, the vote
1076-necessary to amend those provisions. HOUSE BILL No. 2660—page 19
1077-(c) After the approval required by subsection (b), a partnership
1078-may become a limited liability partnership by filing a prescribed
1079-statement of qualification with the secretary of state. The statement
1080-must contain:
2086+necessary to amend those provisions.
2087+(c) After the approval required by subsection (b), a partnership may
2088+become a limited liability partnership by filing a prescribed statement of
2089+qualification with the secretary of state. The statement must contain:
10812090 (1) The name of the partnership;
10822091 (2) the address of the registered office and the name of the resident
1083-agent for service of process required to be maintained pursuant to
1084-K.S.A. 17-7925, and amendments thereto;
2092+agent for service of process required to be maintained pursuant to K.S.A.
2093+17-7925, and amendments thereto;
10852094 (3) a statement that the partnership elects to be a limited liability
10862095 partnership; and
10872096 (4) a deferred effective date, if any.
10882097 (d) The status of a partnership as a limited liability partnership is
1089-effective on the later of the filing of the statement or a date specified in
1090-the statement. The status remains effective, regardless of changes in the
2098+effective on the later of the filing of the statement or a date specified in the
2099+statement. The status remains effective, regardless of changes in the
10912100 partnership, until it is canceled pursuant to K.S.A. 56a-105(d), and
10922101 amendments thereto, or revoked pursuant to K.S.A. 56a-1201, and
10932102 amendments thereto.
10942103 (e) The status of a partnership as a limited liability partnership and
1095-the liability of its partners is not affected by errors or later changes in
1096-the information required to be contained in the statement of
1097-qualification under subsection (c).
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2147+the liability of its partners is not affected by errors or later changes in the
2148+information required to be contained in the statement of qualification
2149+under subsection (c).
10982150 (f) The filing of a statement of qualification establishes that a
1099-partnership has satisfied all conditions precedent to the qualification of
1100-the partnership as a limited liability partnership.
1101-(g) An amendment or cancellation of a statement of qualification
1102-is effective when it is filed or on a deferred effective date specified in
1103-the amendment or cancellation.
1104-Sec. 20. K.S.A. 2023 Supp. 56a-1201 is hereby amended to read
1105-as follows: 56a-1201. (a) Every limited liability partnership organized
1106-under the laws of this state shall make a written business entity
1107-information report to the secretary of state, stating the prescribed
1108-information concerning the limited liability partnership at the close of
1109-business on the last day of its tax period next preceding the date of
1110-filing. If the limited liability partnership's tax period is other than the
1111-calendar year, it shall give notice of its different tax period in writing to
1112-day the report is filed with the secretary of state prior to December 31
1113-of the year it commences the different tax period.
1114-(b) The report shall be filed biennially, as determined by the year
1115-that the limited liability partnership filed its limited liability partnership
1116-formation documents. A limited liability partnership that filed
1117-formation documents in an even-numbered year shall file a report in
1118-each even-numbered year. A limited liability partnership that filed
1119-formation documents in an odd-numbered year shall file a report in
1120-each odd-numbered year. The report shall be filed after the close of the
1121-limited liability partnership's tax period but not later than at the time
1122-prescribed by law for filing the limited liability partnership's annual
1123-Kansas income tax return April 15.
1124-(c) The report shall be made on a form prescribed by the secretary
1125-of state and shall contain the following information:
2151+partnership has satisfied all conditions precedent to the qualification of the
2152+partnership as a limited liability partnership.
2153+(g) An amendment or cancellation of a statement of qualification is
2154+effective when it is filed or on a deferred effective date specified in the
2155+amendment or cancellation.
2156+Sec. 21. K.S.A. 2023 Supp. 56a-1201 is hereby amended to read as
2157+follows: 56a-1201. (a) Every limited liability partnership organized under
2158+the laws of this state shall make a written business entity information
2159+report to the secretary of state, stating the prescribed information
2160+concerning the limited liability partnership at the close of business on the
2161+last day of its tax period next preceding the date of filing. If the limited
2162+liability partnership's tax period is other than the calendar year, it shall
2163+give notice of its different tax period in writing to day the report is filed
2164+with the secretary of state prior to December 31 of the year it commences
2165+the different tax period.
2166+(b) The report shall be filed biennially, as determined by the year that
2167+the limited liability partnership filed its limited liability partnership
2168+formation documents. A limited liability partnership that filed formation
2169+documents in an even-numbered year shall file a report in each even-
2170+numbered year. A limited liability partnership that filed formation
2171+documents in an odd-numbered year shall file a report in each odd-
2172+numbered year. The report shall be filed after the close of the limited
2173+liability partnership's tax period but not later than at the time prescribed by
2174+law for filing the limited liability partnership's annual Kansas income tax
2175+return April 15.
2176+(c) The report shall be made on a form prescribed by the secretary of
2177+state and shall contain the following information:
11262178 (1) The name of the limited liability partnership;
11272179 (2) a list of the partners owning at least 5% of the capital of the
11282180 partnership, with the postal address for each; and
11292181 (3) the location of the principal office, including the building and
11302182 suite number, street name or rural route number with box number, city,
11312183 state and zip code.
11322184 (d) The report shall be signed by a partner of the limited liability
11332185 partnership under penalty of perjury and forwarded to the secretary of
11342186 state.
1135-(e) At the time of filing its business entity information report, the HOUSE BILL No. 2660—page 20
2187+(e) At the time of filing its business entity information report, the
11362188 limited liability partnership shall pay to the secretary of state a fee in an
1137-amount equal to $80, plus the amount specified in rules and regulations
1138-of the secretary multiplied by the number of tax periods included in the
2189+amount equal to $80, plus the amount specified in rules and regulations of
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2233+the secretary multiplied by the number of tax periods included in the
11392234 report.
11402235 (f) The provisions of K.S.A. 17-7509, and amendments thereto,
11412236 relating to penalties for failure of a corporation to file a business entity
11422237 information report or pay the required fee, and the provisions of K.S.A.
1143-17-7510(a), and amendments thereto, relating to penalties for failure of
1144-a corporation to file a business entity information report or pay the
1145-required fee, shall be applicable to the statement of qualification of any
1146-limited liability partnership that fails to file its business entity
1147-information report or pay the required fee within 90 days of the time
1148-prescribed in this section for filing and paying the same or, in the case
1149-of a report filing and fee received by mail, postmarked within 90 days
1150-of the time prescribed in this section for filing and paying the same fee.
1151-Whenever the statement of qualification of a limited liability
1152-partnership is forfeited for failure to file a business entity information
1153-report or to pay the required fee, the limited liability partnership may be
1154-reinstated by filing a certificate of reinstatement, in the manner and
1155-form to be prescribed by the secretary of state, and all past due business
1156-entity information reports for the immediately preceding 10 years, and
1157-payment to the secretary an amount equal to all fees and any penalties
1158-due. The fee for filing a certificate of reinstatement shall be the same as
1159-that prescribed by K.S.A. 17-7506, and amendments thereto, for filing
1160-a certificate of reinstatement of a corporation's articles of incorporation.
1161-Sec. 21. K.S.A. 2023 Supp. 56a-1202 is hereby amended to read
1162-as follows: 56a-1202. (a) Every foreign limited liability partnership
1163-shall make a written business entity information report to the secretary
1164-of state, stating the prescribed information concerning the foreign
1165-limited liability partnership at the close of business on the last day of its
1166-tax period next preceding the date of filing. If the foreign limited
1167-liability partnership's tax period is other than the calendar year, it shall
1168-give notice in writing of its different tax period to day the report is filed
1169-with the secretary of state prior to December 31 of the year it
1170-commences the different tax period.
1171-(b) The report shall be filed biennially, as determined by the year
1172-that the foreign limited liability partnership filed its foreign limited
1173-liability partnership application. A foreign limited liability partnership
1174-that filed its application in an even-numbered year shall file a report in
1175-each even-numbered year. A foreign limited liability partnership that
1176-filed its application in an odd-numbered year shall file a report in each
1177-odd-numbered year. The report shall be filed after the close of the
1178-foreign limited liability partnership's tax period but not later than at the
1179-time prescribed by law for filing the foreign limited liability
1180-partnership's annual Kansas income tax return April 15.
1181-(c) The report shall be made on a form prescribed by the secretary
1182-of state and shall contain:
2238+17-7510(a), and amendments thereto, relating to penalties for failure of a
2239+corporation to file a business entity information report or pay the required
2240+fee, shall be applicable to the statement of qualification of any limited
2241+liability partnership that fails to file its business entity information report
2242+or pay the required fee within 90 days of the time prescribed in this section
2243+for filing and paying the same or, in the case of a report filing and fee
2244+received by mail, postmarked within 90 days of the time prescribed in this
2245+section for filing and paying the same fee. Whenever the statement of
2246+qualification of a limited liability partnership is forfeited for failure to file
2247+a business entity information report or to pay the required fee, the limited
2248+liability partnership may be reinstated by filing a certificate of
2249+reinstatement, in the manner and form to be prescribed by the secretary of
2250+state, and all past due business entity information reports for the
2251+immediately preceding 10 years, and payment to the secretary an amount
2252+equal to all fees and any penalties due. The fee for filing a certificate of
2253+reinstatement shall be the same as that prescribed by K.S.A. 17-7506, and
2254+amendments thereto, for filing a certificate of reinstatement of a
2255+corporation's articles of incorporation.
2256+Sec. 22. K.S.A. 2023 Supp. 56a-1202 is hereby amended to read as
2257+follows: 56a-1202. (a) Every foreign limited liability partnership shall
2258+make a written business entity information report to the secretary of state,
2259+stating the prescribed information concerning the foreign limited liability
2260+partnership at the close of business on the last day of its tax period next
2261+preceding the date of filing. If the foreign limited liability partnership's tax
2262+period is other than the calendar year, it shall give notice in writing of its
2263+different tax period to day the report is filed with the secretary of state
2264+prior to December 31 of the year it commences the different tax period.
2265+(b) The report shall be filed biennially, as determined by the year that
2266+the foreign limited liability partnership filed its foreign limited liability
2267+partnership application. A foreign limited liability partnership that filed its
2268+application in an even-numbered year shall file a report in each even-
2269+numbered year. A foreign limited liability partnership that filed its
2270+application in an odd-numbered year shall file a report in each odd-
2271+numbered year. The report shall be filed after the close of the foreign
2272+limited liability partnership's tax period but not later than at the time
2273+prescribed by law for filing the foreign limited liability partnership's
2274+annual Kansas income tax return April 15.
2275+(c) The report shall be made on a form prescribed by the secretary of
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2319+state and shall contain:
11832320 (1) The name of the foreign limited liability partnership; and
11842321 (2) the location of the principal office, including the building and
11852322 suite number, street name or rural route number with box number, city,
11862323 state and zip code.
11872324 (d) The report shall be signed by a partner of the foreign limited
11882325 liability partnership under penalty of perjury and forwarded to the
11892326 secretary of state.
11902327 (e) At the time of filing its business entity information report, the
1191-foreign limited liability partnership shall pay to the secretary of state a
1192-fee in an amount equal to $80, plus the amount specified in rules and
2328+foreign limited liability partnership shall pay to the secretary of state a fee
2329+in an amount equal to $80, plus the amount specified in rules and
11932330 regulations of the secretary multiplied by the number of tax periods
1194-included in the report. HOUSE BILL No. 2660—page 21
2331+included in the report.
11952332 (f) The provisions of K.S.A. 17-7509, and amendments thereto,
11962333 relating to penalties for failure of a corporation to file a business entity
11972334 information report or pay the required fee, and the provisions of K.S.A.
1198-17-7510(a), and amendments thereto, relating to penalties for failure of
1199-a corporation to file a business entity information report or pay the
1200-required fee, shall be applicable to the statement of foreign
1201-qualification of any foreign limited liability partnership that fails to file
1202-its business entity information report or pay the required fee within 90
1203-days of the time prescribed in this section for filing and paying the
1204-same or, in the case of a report filing and fee received by mail,
1205-postmarked within 90 days of the time prescribed in this section for
1206-filing and paying the same fee. Whenever the statement of foreign
1207-qualification of a foreign limited liability partnership is forfeited for
1208-failure to file a business entity information report or to pay the required
1209-fee, the statement of foreign qualification of the foreign limited liability
1210-partnership may be reinstated by filing a certificate of reinstatement, in
1211-the manner and form to be prescribed by the secretary of state, and all
1212-past due business entity information reports for the immediately
1213-preceding 10 years, and payment to the secretary of state an amount
1214-equal to all fees and any penalties due. The fee for filing a certificate of
1215-reinstatement shall be the same as that prescribed by K.S.A. 17-7506,
1216-and amendments thereto, for filing a certificate of reinstatement of a
1217-corporation's articles of incorporation.
1218-Sec. 22. K.S.A. 17-2036, 17-2718, 17-4615, 17-4634, 17-4677,
1219-17-7002, 17-7503, 17-7504, 17-7505, 17-7506, 17-76,136, 17-76,139,
1220-17-7903 and 17-7931 and K.S.A. 2023 Supp. 56-1a605, 56-1a606, 56-
1221-1a607, 56a-1001, 56a-1201 and 56a-1202 are hereby repealed.
1222-Sec. 23. This act shall take effect and be in force from and after its
2335+17-7510(a), and amendments thereto, relating to penalties for failure of a
2336+corporation to file a business entity information report or pay the required
2337+fee, shall be applicable to the statement of foreign qualification of any
2338+foreign limited liability partnership that fails to file its business entity
2339+information report or pay the required fee within 90 days of the time
2340+prescribed in this section for filing and paying the same or, in the case of a
2341+report filing and fee received by mail, postmarked within 90 days of the
2342+time prescribed in this section for filing and paying the same fee.
2343+Whenever the statement of foreign qualification of a foreign limited
2344+liability partnership is forfeited for failure to file a business entity
2345+information report or to pay the required fee, the statement of foreign
2346+qualification of the foreign limited liability partnership may be reinstated
2347+by filing a certificate of reinstatement, in the manner and form to be
2348+prescribed by the secretary of state, and all past due business entity
2349+information reports for the immediately preceding 10 years, and payment
2350+to the secretary of state an amount equal to all fees and any penalties due.
2351+The fee for filing a certificate of reinstatement shall be the same as that
2352+prescribed by K.S.A. 17-7506, and amendments thereto, for filing a
2353+certificate of reinstatement of a corporation's articles of incorporation.
2354+Sec. 23. K.S.A. 17-2036, 17-2718, 17-4615, 17-4634, 17-4677, 17-
2355+7002, 17-7503, 17-7504, 17-7505, 17-7506, 17-76,136, 17-76,139, 17-
2356+7903 and 17-7931 and K.S.A. 2023 Supp. 56-1a151, 56-1a605, 56-1a606,
2357+56-1a607, 56a-1001, 56a-1201 and 56a-1202 are hereby repealed.
2358+Sec. 24. This act shall take effect and be in force from and after its
12232359 publication in the statute book.
1224-I hereby certify that the above BILL originated in the HOUSE, and passed
1225-that body
1226-Speaker of the House.
1227-Chief Clerk of the House.
1228-
1229-Passed the SENATE ______________________________________________________________________________
1230-President of the Senate.
1231-Secretary of the Senate.
1232-APPROVED __________________________________________________________________________________________________
1233-Governor.
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