HOUSE BILL No. 2660
AN ACT concerning business entities; authorizing a change of registered office address by
a current occupant under the business entity standard treatment act; changing the
information required in an amendment to the articles of incorporation for a
cooperative; relating to filings with the secretary of state; modifying requirements for
business entity information reports; eliminating references to a certificate of fact;
modifying filing requirements for registration of foreign covered entities; amending
K.S.A. 17-2036, 17-2718, 17-4615, 17-4634, 17-4677, 17-7002, 17-7503, 17-7504,
17-7505, 17-7506, 17-76,136, 17-76,139, 17-7903 and 17-7931 and K.S.A. 2023
Supp. 56-1a605, 56-1a606, 56-1a607, 56a-1001, 56a-1201 and 56a-1202 and
repealing the existing sections.
Be it enacted by the Legislature of the State of Kansas:
New Section 1. (a) If the address for the registered office of any
covered entity is a residence address and the registered agent no longer
resides at the residence address, the current occupant of the residence
address may have the address for the registered office removed from
public record pursuant to this section.
(b) (1) To request removal of the residence address from the
public record, the current occupant shall attest the following on a form
prescribed by the secretary of state:
(A) The current occupant's name;
(B) the address for the residence that is listed as the address for the
registered office;
(C) affirmation that the registered office address is a residence
address;
(D) affirmation that the person filing the request is the current
occupant of the residence address; and
(E) affirmation that the person or entity listing the residence
address as the registered office address is no longer associated with the
residence address.
(2) The submitted form shall be confidential and shall not be
subject to the open records act, K.S.A. 45-215 et seq., and amendments
thereto. The provisions of this paragraph shall expire on July 1, 2029,
unless the legislature reviews and reenacts this provision pursuant to
K.S.A. 45-229, and amendments thereto.
(c) Upon receiving a submitted form, the secretary of state shall:
(1) Attempt to contact the covered entity and the resident agent to
request an address change pursuant to K.S.A. 17-7927, and
amendments thereto; and
(2) remove the residence address from public record as the address
for a registered office.
(d) If the covered entity receives notice from the secretary of state
pursuant to subsection (c), the covered entity shall designate and certify
to the secretary of state the name and address of its resident agent
pursuant to K.S.A. 17-7926, and amendments thereto.
(e) This section shall be a part of and supplemental to the business
entity standard treatment act.
Sec. 2. K.S.A. 17-2036 is hereby amended to read as follows: 17-
2036. (a) Every business trust shall make a written business entity
information report to the secretary of state, stating the prescribed
information concerning the business trust at the close of business on the
last day of its tax period under the Kansas income tax act next
preceding the date of filing, but if a business trust's tax period is other
than the calendar year, it shall give notice thereof to day the report is
filed with the secretary of state prior to December 31 of the year it
commences such tax period.
(b) The report shall be made on forms provided by the secretary of
state and shall be filed biennially, as determined by the year that the
business trust filed its formation documents. A business trust that filed
formation documents in an even-numbered year shall file a report in
each even-numbered year. A business trust that filed formation
documents in an odd-numbered year shall file a report in each odd-
numbered year. The report shall be filed after the close of the business
trust's tax period but not later than at the time prescribed by law for
filing the business trust's annual Kansas income tax return April 15.
(c) The report shall be signed by a trustee or other authorized HOUSE BILL No. 2660—page 2
officer under penalty of perjury and contain the following:
(1) Executed copies of all amendments to the instrument by which
the business trust was created, or to prior amendments thereto, that
have been adopted and have not been filed under K.S.A. 17-2033, and
amendments thereto, and accompanied by the fee prescribed by law for
each such amendment;
(2) a verified list of the names and postal addresses of its trustees
as of the end of each of such business trust's tax periods included in the
report; and
(3) the location of the principal office, including the building and
suite number, street name or rural route number with box number, city,
state and zip code.
(d) (1) At the time of filing the business entity information report,
the business trust shall pay to the secretary of state a fee in an amount
equal to $80, plus the amount specified in rules and regulations of the
secretary, multiplied by the number of tax periods included in the
report.
(2) The failure of any domestic or foreign business trust to file its
business entity information report and pay the required fee within 90
days from the date when such report and fee are due, or, in the case of a
report filing and fee received by mail, postmarked within 90 days from
the date when such report and fee are due, shall work a forfeiture of
such business trust's authority to transact business in this state and all of
the remedies, procedures and penalties specified in K.S.A. 17-7509 and
17-7510, and amendments thereto, with respect to a corporation that
fails to file its business entity information report or pay the required fee
within 90 days after such report and fee are due, shall be applicable to
such business trust.
(e) (1) All copies of applications for extension of the time for
filing income tax returns submitted to the secretary of state pursuant to
law shall be maintained by the secretary of state in a confidential file
and shall not be disclosed to any person except as authorized pursuant
to the provisions of K.S.A. 79-3234, and amendments thereto, a proper
judicial order and paragraph (2). All copies of such applications shall
be preserved for one year and until the secretary of state orders that the
copies are to be destroyed.
(2) A copy of such application shall be open to inspection by or
disclosure to any person designated by resolution of the trustees of the
business trust.
Sec. 3. K.S.A. 17-2718 is hereby amended to read as follows: 17-
2718. (a) Each professional corporation organized under the laws of
this state shall file with the secretary of state a written business entity
information report, stating the prescribed information concerning the
corporation at the close of business on the last day of its tax period next
preceding the date of filing, but if any such corporation's tax period is
other than the calendar year it shall give notice thereof to day the report
is filed with the secretary of state prior to December 31 of the year it
commences such tax period.
(b) The report shall be filed biennially, as determined by the year
that the professional corporation filed its formation documents. A
professional corporation that filed formation documents in an even-
numbered year shall file a report in each even-numbered year. A
professional corporation that filed formation documents in an odd-
numbered year shall file a report in each odd-numbered year. The
report shall be filed after the close of the professional corporation's tax
period but not later than at the time prescribed by law for filing the
corporation's annual Kansas income tax return April 15.
(c) The report shall be made on a form provided by the secretary
of state, containing the following information: HOUSE BILL No. 2660—page 3
(1) The name and postal address for each officer, director and
shareholder of the professional corporation;
(2) a statement that each officer, director and shareholder is or is
not a qualified person as defined in K.S.A. 17-2707, and amendments
thereto, and setting forth the date when any shares of the corporation
were no longer owned by a qualified person; and
(3) the location of the principal office, including the building and
suite number, street name or rural route number with box number, city,
state and zip code.
(d) The report shall be signed by its president, secretary, treasurer
or other officer duly authorized so to act, or by any two of its directors,
or by an incorporator in the event the corporation's board of directors
shall not have been elected. The official title or position of the
individual signing the report shall be designated. The fact that an
individual's name is signed on such report shall be prima facie evidence
that such individual is authorized to sign the report on behalf of the
corporation. The report shall be subscribed by the individual as true,
under penalty of perjury. Upon request by the regulatory board that
licenses the shareholders described in the report, a copy of the report
shall be forwarded to the regulatory board.
(e) At the time of filing its business entity information report, each
professional corporation shall pay the fee prescribed by K.S.A. 17-
7503, and amendments thereto.
Sec. 4. K.S.A. 17-4615 is hereby amended to read as follows: 17-
4615. A cooperative may amend its articles of incorporation in any
manner not inconsistent with this act by complying with the following
requirements:
(a) The proposed amendment shall be presented to a meeting of
the members, the notice of which shall set forth or have attached the
proposed amendment.
(b) If the proposed amendment, with any changes, is approved by
the affirmative vote of not less than
2
/3 of those members voting at such
meeting, articles of amendment shall be executed on behalf of the
cooperative by its president or vice-president vice president and
attested by its secretary.
(c) The articles of amendment shall recite that they are executed
pursuant to this act and shall state:
(1) The name of the cooperative; and
(2) the address of its principal office; and
(3) the amendment to its articles of incorporation.
(d) The president or vice-president vice president executing such
articles of amendment shall make and annex thereto an affidavit stating
that the provisions of this section in respect of the amendment set forth
in such articles were duly complied with.
Sec. 5. K.S.A. 17-4634 is hereby amended to read as follows: 17-
4634. (a) Every corporation organized under the electric cooperative
act of this state shall make a written business entity information report
to the secretary of state, stating the prescribed information concerning
the corporation at the close of business on the last day of its tax period
next preceding the date of filing, but if any such corporation's tax
period is other than the calendar year, it shall give notice thereof to day
the report is filed with the secretary of state prior to December 31 of the
year it commences such tax period.
(b) The report shall be filed biennially, as determined by the year
that the electric cooperative filed its formation documents. An electric
cooperative that filed formation documents in an even-numbered year
shall file a report in each even-numbered year. An electric cooperative
that filed formation documents in an odd-numbered year shall file a
report in each odd-numbered year. The report shall be filed after the HOUSE BILL No. 2660—page 4
close of the electric cooperative's tax period but not later than the 15
th
day of the fourth month following the close of the tax year of the
electric cooperative April 15.
(c) The report shall be made on a form provided by the secretary
of state, containing the following information:
(1) The name of the corporation;
(2) the location of the principal office, including the building and
suite number, street name or rural route number with box number, city,
state and zip code; and
(3) the names and postal addresses of the president, secretary,
treasurer, or the equivalent of such officers, and all directors trustees;
(4) the number of memberships issued; and
(5) the change or changes, if any, in the particulars made since the
last business entity information report.
(d) Such reports shall be signed by the president, vice president or
secretary of the corporation, or the equivalent of such officer, under
penalty of perjury and forwarded to the secretary of state.
(e) At the time of filing its business entity information report, each
such corporation shall pay a fee in an amount equal to $80, plus the
amount specified in rules and regulations of the secretary multiplied by
the number of tax periods included in the report.
Sec. 6. K.S.A. 17-4677 is hereby amended to read as follows: 17-
4677. (a) Every cooperative organized under the renewable energy
electric generation cooperative act shall make a written business entity
information report to the secretary of state, stating the prescribed
information concerning the cooperative at the close of business on the
last day of its tax period next preceding the date of filing, but if any
such cooperative's tax period is other than the calendar year, it shall
give notice thereof to day the report is filed with the secretary of state
prior to December 31 of the year it commences such tax period.
(b) The report shall be filed biennially, as determined by the year
that the renewable energy electric generation cooperative filed its
articles of formation documents. A renewable energy electric
generation cooperative that filed formation documents in an even-
numbered year shall file a report in each even-numbered year. A
renewable energy electric generation cooperative that filed formation
documents in an odd-numbered year shall file a report in each odd-
numbered year. The report shall be filed after the close of the electric
cooperative's tax period but not later than the 15
th
day of the sixth
month following the close of the tax year of the electric cooperative
April 15.
(c) The report shall be made on a form provided by the secretary
of state, containing the following information:
(1) The name of the cooperative;
(2) the location of the principal office of the cooperative,
including the building and suite number, street name or rural route
number with box number, city, state and zip code; and
(3) the names and postal addresses of the president, secretary,
treasurer, or the equivalent of such officers, and directors of the
cooperative;
(4) the number of members of the cooperative; and
(5) the change or changes, if any, in the particulars made since the
last business entity information report.
(d) The report shall be dated, signed by the president, vice
president or secretary of the cooperative, or the equivalent of such
officer, under penalty of perjury and forwarded to the secretary of state.
(e) At the time of filing its business entity information report, the
cooperative shall pay a fee in an amount equal to $80, plus the amount
specified in rules and regulations of the secretary multiplied by the HOUSE BILL No. 2660—page 5
number of tax periods included in the report.
Sec. 7. K.S.A. 17-7002 is hereby amended to read as follows: 17-
7002. (a) As used in this section:
(1) "Articles of incorporation" includes the articles of
incorporation of a corporation organized under any special act or any
law of this state; and
(2) "authority to engage in business" includes the registration of
any foreign corporation under K.S.A. 17-7931, and amendments
thereto.
(b) Except as provided further, any corporation whose articles of
incorporation or authority to engage in business has become forfeited
or void pursuant to this code or whose articles of incorporation or
authority to engage in business has been revived, but, through failure to
comply strictly with the provisions of this code, the validity of whose
revival has been brought into question, may at any time procure a
revival of its articles of incorporation, if a domestic corporation, or its
authority to engage in business, if a foreign corporation, together with
all the rights, franchises, privileges and immunities and subject to all of
its duties, debts and liabilities that had been secured or imposed by its
original articles of incorporation, and all amendments thereto, or by its
authority to engage in business, as the case may be, by complying with
the requirements of this section. This section shall not be applicable to
a corporation whose articles of incorporation have been revoked or
forfeited pursuant to K.S.A. 17-6812, and amendments thereto.
(c) The revival of the articles of incorporation or authority to
engage in business may be procured as authorized by the board of
directors or members of the governing body of the corporation in
accordance with subsection (h) and by executing and filing a certificate
of revival in accordance with K.S.A. 17-7908 through 17-7910, and
amendments thereto.
(d) The certificate required by subsection (c) shall state:
(1) The date of filing of the corporation's original articles of
incorporation, the name under which the corporation was originally
incorporated, and the name of the corporation at the time its articles of
incorporation or authority to engage in business became forfeited or
void pursuant to this code and the new name under which the
corporation is to be revived to the extent required by subsection (f);
(2) the postal address of the corporation's registered office in this
state, which shall be stated in accordance with K.S.A. 17-7924(c), and
amendments thereto, and the name of its resident agent at such address;
(3) that the corporation desiring to be revived and so reviving its
corporate existence was duly organized under the laws of the state of its
original incorporation;
(4) the date when the articles of incorporation or the authority to
engage in business became forfeited or void pursuant to this code, or
that the validity of any revival has been brought into question; and
(5) that the certificate of revival is filed by authority of the board
of directors or members of the governing body of the corporation in
accordance with subsection (h).
(e) Upon the filing of the certificate in accordance with K.S.A. 17-
7908 through 17-7910, and amendments thereto, the corporation shall
be revived with the same force and effect as if its articles of
incorporation or authority to engage in business had not been forfeited
or void pursuant to this code. Such revival shall validate all contracts,
acts, matters and things made, done and performed within the scope of
its articles of incorporation or authority to engage in business by the
corporation, its directors or members of its governing body, officers,
agents and stockholders or members during the time when its articles of
incorporation or authority to engage in business was forfeited or void HOUSE BILL No. 2660—page 6
pursuant to this code, with the same force and effect and to all intents
and purposes as if the articles of incorporation had at all times
remained in full force and effect. All real and personal property, rights
and credits that belonged to the corporation at the time its articles of
incorporation or authority to engage in business became forfeited or
void pursuant to this code and that were not disposed of prior to the
time of its revival and all real and personal property, rights and credits
acquired by the corporation after its articles of incorporation became
forfeited or void pursuant to this code shall be vested in the
corporation, after its revival, as if its articles of incorporation had at all
times remained in full force and effect. The corporation after its revival
shall be as exclusively liable for all contracts, acts, matters and things
made, done or performed in its name and on its behalf by its directors
or members of its governing body, officers, agents and stockholders or
members prior to its revival, as if its articles of incorporation or
authority to engage in business had at all times remained in full force
and effect.
(f) If, since the articles of incorporation became forfeited or void
pursuant to this code, any other corporation organized under the laws of
this state shall have adopted the same name as the corporation sought to
be revived or shall have adopted a name so nearly similar thereto as not
to distinguish it from the corporation to be revived, or any foreign
corporation registered in accordance with K.S.A. 17-7931, and
amendments thereto, shall have adopted the same name as the
corporation sought to be revived, or shall have adopted a name so
nearly similar thereto as not to distinguish it from the corporation to be
revived, then in such case the corporation to be revived shall not be
revived under the same name that it bore when its articles of
incorporation became forfeited or void pursuant to this code, but shall
be revived under some other name as set forth in the certificate to be
filed pursuant to subsection (c).
(g) Any corporation that revives its articles of incorporation or
authority to engage in business under this code shall file all past due
business entity information reports for the immediately preceding 10
years and pay to the secretary of state an amount equal to all fees and
any penalties thereon due. Nonprofit corporations shall file only the
business entity information reports for the most recent reporting period
and pay to the secretary of state an amount equal to all fees due.
(h) For purposes of this section the board of directors or governing
body of the corporation shall be comprised of the persons, who, but for
the articles of incorporation having become forfeited or void pursuant
to this code, would be the duly elected or appointed directors or
members of the governing body of the corporation. The requirement for
authorization by the board of directors under subsection (c) shall be
satisfied if a majority of the directors or members of the governing
body then in office, even though less than a quorum, or the sole director
or member of the governing body then in office, authorizes the revival
of the articles of incorporation of the corporation and the filing of the
certificate required by subsection (c). In any case where there shall be
no directors of the corporation available for the purposes described in
this subsection, the stockholders may elect a full board of directors, as
provided by the bylaws of the corporation, and the board so elected
may then authorize the revival of the articles of incorporation of the
corporation and the filing of the certificate required by subsection (c). A
special meeting of the stockholders for the purpose of electing directors
may be called by any officer or stockholder upon notice given in
accordance with K.S.A. 17-6512, and amendments thereto. For
purposes of this section, the bylaws shall be the bylaws of the
corporation that, but for the articles of incorporation having become HOUSE BILL No. 2660—page 7
forfeited or void pursuant to this code, would be the duly adopted
bylaws of the corporation.
(i) After a revival of the articles of incorporation of the
corporation shall have been effected, the provisions of K.S.A. 17-
6501(c), and amendments thereto, shall govern and the period of time
during which the articles of incorporation of the corporation was
forfeited or void pursuant to this code shall be included within the
calculation of the 30-day and 13-month periods to which K.S.A. 17-
6501(c), and amendments thereto, refers. A special meeting of
stockholders held in accordance with subsection (h) shall be deemed an
annual meeting of the stockholders for purposes of K.S.A. 17-6501(c),
and amendments thereto.
(j) Whenever it shall be desired to revive the articles of
incorporation or authority to engage in business of any nonstock
corporation, the governing body shall perform all the acts necessary for
the revival of the articles of incorporation of the corporation or its
authority to engage in business that are performed by the board of
directors in the case of a corporation having capital stock, and the
members of any nonstock corporation who are entitled to vote for the
election of members of its governing body and any other members
entitled to vote for dissolution under the articles of incorporation or
bylaws of such corporation, shall perform all the acts necessary for the
revival of the articles of incorporation of the corporation or its authority
to engage in business that are performed by the stockholders in the case
of a corporation having capital stock. In all other respects, the
procedure for the revival of the articles of incorporation or authority to
engage in business of a nonstock corporation shall conform, as nearly
as may be applicable, to the procedure prescribed in this section for the
revival of the articles of incorporation of a corporation having capital
stock, except that subsection (i) shall not apply to nonstock
corporations.
Sec. 8. K.S.A. 17-7503 is hereby amended to read as follows: 17-
7503. (a) Every domestic corporation organized for profit shall make a
written business entity information report to the secretary of state,
stating the prescribed information concerning the corporation at the
close of business on the last day of its tax period next preceding the
date of filing, but if a corporation's tax period is other than the calendar
year, it shall give notice thereof to day the report is filed with the
secretary of state prior to December 31 of the year it commences such
tax period.
(b) The report shall be made on forms prescribed by the secretary
of state and shall be filed biennially, as determined by the year that the
domestic corporation filed its formation documents. A domestic
corporation that filed formation documents in an even-numbered year
shall file a report in each even-numbered year. A domestic corporation
that filed formation documents in an odd-numbered year shall file a
report in each odd-numbered year. The report shall be filed after the
close of the corporation's tax period but not later than at the time
prescribed by law for filing the corporation's annual Kansas income tax
return April 15.
(c) The report shall contain the following information:
(1) The name of the corporation;
(2) the location of the principal office, including the building and
suite number, street name or rural route number with box number, city,
state and zip code;
(3) the name and postal address for the president, secretary,
treasurer or equivalent of such officers and members of the board of
directors;
(4) the nature and kind of business in which the corporation is HOUSE BILL No. 2660—page 8
engaged; and
(5) if the corporation is a parent corporation holding more than
50% equity ownership in any other business entity registered with the
secretary of state, the name and identification number of any such
subsidiary business entity.
(d) Every corporation subject to the provisions of this section that
holds agricultural land, as defined in K.S.A. 17-5903, and amendments
thereto, within this state shall show the following additional
information on the report:
(1) The acreage and location listed by section, range, township
and county of each lot, tract or parcel of agricultural land in this state
owned or leased by or to the corporation;
(2) the purposes for which such agricultural land is owned or
leased and, if leased, to whom such agricultural land is leased;
(3) the value of the nonagricultural assets and the agricultural
assets, stated separately, owned and controlled by the corporation both
within and without the state of Kansas and where situated;
(4) the total number of stockholders of the corporation;
(5) the number of acres owned or operated by the corporation, the
number of acres leased by the corporation and the number of acres
leased to the corporation;
(6) the number of acres of agricultural land, held and reported in
each category under paragraph (5), stated separately, being irrigated;
and
(7) whether any of the agricultural land held and reported under
this subsection was acquired after July 1, 1981.
(e) The report shall be executed in accordance with the provisions
of K.S.A. 17-7908 through 17-7910, and amendments thereto. The
official title or position of the individual signing the report shall be
designated. The fact that an individual's name is signed on such report
shall be prima facie evidence that such individual is authorized to sign
the report on behalf of the corporation. This report shall be subscribed
by the person as true, under penalty of perjury.
(f) At the time of filing its business entity information report it
shall be the duty of each domestic corporation organized for profit to
pay to the secretary of state a fee in an amount equal to $80, plus the
amount specified in rules and regulations of the secretary multiplied by
the number of tax periods included in the report.
Sec. 9. K.S.A. 17-7504 is hereby amended to read as follows: 17-
7504. (a) Every corporation organized not for profit shall make a
written business entity information report to the secretary of state,
stating the prescribed information concerning the corporation at the
close of business on the last day of its tax period next preceding the
date of filing, but if a corporation's tax period is other than the calendar
year, it shall give notice thereof to day the report is filed with the
secretary of state prior to December 31 of the year it commences such
tax period.
(b) The report shall be made on forms prescribed by the secretary
of state and shall be filed biennially, as determined by the year that the
corporation organized not for profit filed its formation documents. A
corporation organized not for profit that filed formation documents in
an even-numbered year shall file a report in each even-numbered year.
A corporation organized not for profit that filed formation documents in
an odd-numbered year shall file a report in each odd-numbered year.
The report shall be filed after the close of the corporation's tax period
but not later than on the 15
th
day of the sixth month following the close
of the taxable year June 15.
(c) The report shall contain the following information:
(1) The name of the corporation; HOUSE BILL No. 2660—page 9
(2) the location of the principal office, including the building and
suite number, street name or rural route number with box number, city,
state and zip code;
(3) the name and postal address for the president, secretary and
treasurer, or equivalent of such officers, and the members of the
governing body; and
(4) if the corporation is a parent corporation holding more than
50% equity ownership in any other business entity registered with the
secretary of state, the name and identification number of any such
subsidiary business entity.
(d) Every corporation subject to the provisions of this section that
holds agricultural land, as defined in K.S.A. 17-5903, and amendments
thereto, within this state shall show the following additional
information on the report:
(1) The acreage and location listed by section, range, township
and county of each lot, tract or parcel of agricultural land in this state
owned or leased by or to the corporation;
(2) the purposes for which such agricultural land is owned or
leased and, if leased, to whom such agricultural land is leased;
(3) the value of the nonagricultural assets and the agricultural
assets, stated separately, owned and controlled by the corporation both
within and without the state of Kansas and where situated;
(4) the total number of stockholders or members of the
corporation;
(5) the number of acres owned or operated by the corporation, the
number of acres leased by the corporation and the number of acres
leased to the corporation;
(6) the number of acres of agricultural land, held and reported in
each category under paragraph (5), stated separately, being irrigated;
and
(7) whether any of the agricultural land held and reported under
this subsection was acquired after July 1, 1981.
(e) The report shall be executed in accordance with the provisions
of K.S.A. 17-7908 through 17-7910, and amendments thereto. The
official title or position of the individual signing the report shall be
designated. The fact that an individual's name is signed on such report
shall be prima facie evidence that such individual is authorized to sign
the report on behalf of the corporation. This report shall be subscribed
by the person as true, under penalty of perjury.
(f) At the time of filing its business entity information report, each
nonprofit corporation shall pay a fee in an amount equal to $80, plus
the amount specified in rules and regulations of the secretary multiplied
by the number of tax periods included in the report.
Sec. 10. K.S.A. 17-7505 is hereby amended to read as follows: 17-
7505. (a) Every foreign corporation organized for profit, or organized
under the cooperative type statutes of the state, territory or foreign
country of incorporation, now or hereafter doing business in this state,
and owning or using a part or all of its capital in this state, and subject
to compliance with the laws relating to the admission of foreign
corporations to do business in Kansas, shall make a written business
entity information report to the secretary of state, stating the prescribed
information concerning the corporation at the close of business on the
last day of its tax period next preceding the date of filing, but if a
corporation operates on a fiscal year other than the calendar year it
shall give written notice thereof to day the report is filed with the
secretary of state prior to December 31 of the year commencing such
fiscal year.
(b) The report shall be made on a form prescribed by the secretary
of state and shall be filed biennially, as determined by the year that the HOUSE BILL No. 2660—page 10
foreign corporation filed its foreign corporation application in Kansas.
A foreign corporation that filed an application in an even-numbered
year shall file a report in each even-numbered year. A foreign
corporation that filed an application in an odd-numbered year shall file
a report in each odd-numbered year. The report shall be filed after the
close of the corporation's tax period but not later than at the time
prescribed by law for filing the corporation's annual Kansas income tax
return April 15.
(c) The report shall contain the following information:
(1) The name of the corporation and under the laws of what state
or country it is incorporated;
(2) the location of its principal office, including the building and
suite number, street name or rural route number with box number, city,
state and zip code;
(3) the name and postal address for the president, secretary,
treasurer, or equivalent of such officers, and members of the board of
directors;
(4) the nature and kind of business in which the company is
engaged; and
(5) if the corporation is a parent corporation holding more than
50% equity ownership in any other business entity registered with the
secretary of state, the name and identification number of any such
subsidiary business entity.
(d) Every corporation subject to the provisions of this section that
holds agricultural land, as defined in K.S.A. 17-5903, and amendments
thereto, within this state shall show the following additional
information on the report:
(1) The acreage and location listed by section, range, township
and county of each lot, tract or parcel of agricultural land in this state
owned or leased by or to the corporation;
(2) the purposes for which such agricultural land is owned or
leased and, if leased, to whom such agricultural land is leased;
(3) the value of the nonagricultural assets and the agricultural
assets, stated separately, owned and controlled by the corporation both
within and without the state of Kansas and where situated;
(4) the total number of stockholders of the corporation;
(5) the number of acres owned or operated by the corporation, the
number of acres leased by the corporation and the number of acres
leased to the corporation;
(6) the number of acres of agricultural land, held and reported in
each category under paragraph (5), stated separately, being irrigated;
and
(7) whether any of the agricultural land held and reported under
this subsection was acquired after July 1, 1981.
(e) The report shall be executed in accordance with the provisions
of K.S.A. 17-7908 through 17-7910, and amendments thereto. The
official title or position of the individual signing the report shall be
designated. The fact that an individual's name is signed on such report
shall be prima facie evidence that such individual is authorized to sign
the report on behalf of the corporation. This report shall be subscribed
by the person as true, under penalty of perjury.
(f) At the time of filing its business entity information report, each
such foreign corporation shall pay to the secretary of state a fee in an
amount equal to $80, plus the amount specified in rules and regulations
of the secretary multiplied by the number of tax periods included in the
report.
Sec. 11. K.S.A. 17-7506 is hereby amended to read as follows: 17-
7506. (a) The secretary of state shall charge each corporation a fee
established pursuant to rules and regulations, but not exceeding $250, HOUSE BILL No. 2660—page 11
for issuing or filing and indexing articles of incorporation of a for-profit
or a foreign corporation application.
(b) The secretary of state shall charge each corporation a fee
established by rules and regulations, but not exceeding $50, for articles
of incorporation of a nonprofit corporation.
(c) The secretary of state shall charge each corporation a fee
established by rules and regulations, but not exceeding $150, for
issuing or filing and indexing any of the corporate documents described
below:
(1) Certificate of extension, revocation of dissolution, restoration
or revival of articles of incorporation;
(2) certificate of amendment of articles of incorporation, either
prior to or after payment of capital;
(3) certificate of designation of preferences;
(4) certificate of retirement of preferred stock;
(5) certificate of increase or reduction of capital;
(6) certificate of dissolution, either prior to or after beginning
business;
(7) certificate of revocation of voluntary dissolution;
(8) certificate of change of location of registered office and
resident agent;
(9) certificate of merger or consolidation or agreement of merger
or consolidation;
(10) certificate of ownership and merger;
(11) certificate of extension, restoration, renewal or revival of a
certificate of authority of foreign corporation to do business in Kansas;
(12) change of resident agent or amendment by foreign
corporation;
(13) certificate of withdrawal of foreign corporation;
(14) certificate of correction of any of the instruments designated
in this section;
(15) reservation of corporate name;
(16) restated articles of incorporation;
(17) extension of a business entity information report; and
(18) certificate of validation; and
(19) certificate of reinstatement.
(d) The secretary of state shall charge each corporation a fee
established pursuant to rules and regulations, but not exceeding $50, for
issuing certified copies, photocopies, certificates of good standing and
certificates of fact; and any other certificate or filing for which a filing
or indexing fee is not prescribed by law.
(e) The secretary of state shall not charge fees for providing the
following information: Name of the corporation; postal address of its
registered office and the name of its resident agent; the amount of its
authorized capital stock; the state of its incorporation; date of filing of
articles of incorporation, foreign corporation application or business
entity information report; and date of expiration.
(f) The secretary of state shall prescribe by rules and regulations
any fees required by this act.
Sec. 12. K.S.A. 17-76,136 is hereby amended to read as follows:
17-76,136. (a) The secretary of state shall charge each domestic and
foreign limited liability company the following fees:
(1) A fee of $20 for issuing or filing and indexing any of the
following documents:
(A) A certificate of amendment of articles of organization;
(B) restated articles of organization;
(C) a certificate of cancellation, which shall be multiplied by the
number of series of the limited liability company named in the
certificate of cancellation; HOUSE BILL No. 2660—page 12
(D) a certificate of change of location of registered office or
resident agent;
(E) a certificate of merger or consolidation;
(F) a certificate of division; and
(G) any certificate, affidavit, agreement or any other paper
provided for in the Kansas revised limited liability company act, for
which no different fee is specifically prescribed;
(2) a fee of $7.50 for each certified copy, regardless of whether the
secretary of state supplies the copy;
(3) a fee of $7.50 for each certificate of good standing, including a
certificate of good standing for a series of a limited liability company,
and certificate of fact issued by the secretary of state; and
(4) a fee of $5 for a report of record search, but furnishing the
following information shall not be considered a record search and no
charge shall be made therefor: Name of the limited liability company
and the postal address of its registered office; name and postal address
of the resident agent; the state of the limited liability company's
formation; the date of filing of its articles of organization or business
entity information report; and date of expiration; and
(5) a fee of $20 for a copy of an instrument on file or prepared by
the secretary of state's office, whether or not the copy is certified.
(b) Every limited liability company hereafter formed in this state
shall pay to the secretary of state, at the time of filing its articles of
organization, an application and recording fee of $150.
(c) At the time of filing its application to do business, every
foreign limited liability company shall pay to the secretary of state an
application and recording fee of $150.
(d) The fee for filing a certificate of reinstatement shall be the
same as that prescribed by K.S.A. 17-7506, and amendments thereto,
for filing a certificate of reinstatement of a corporation's articles of
incorporation.
Sec. 13. K.S.A. 17-76,139 is hereby amended to read as follows:
17-76,139. (a) Every limited liability company organized and on and
after July 1, 2020, each series thereof formed or in existence under the
laws of this state shall make a written business entity information report
to the secretary of state, stating the prescribed information concerning
the limited liability company or series, as applicable, at the close of
business on the last day of its tax period next preceding the date of
filing. If the limited liability company's or series' tax period is other
than the calendar year, it shall give notice of its different tax period in
writing to day the report is filed with the secretary of state prior to
December 31 of the year it commences the different tax period.
(b) The report shall be filed biennially, as determined by the year
that the limited liability company or series filed its formation
documents. A limited liability company or series that filed formation
documents in an even-numbered year shall file a report in each even-
numbered year. A limited liability company or series that filed
formation documents in an odd-numbered year shall file a report in
each odd-numbered year. It is permissible to file at one time the
biennial report information for more than one limited liability company
or series, regardless of whether the formation documents were filed in
an even-numbered or odd-numbered year, except that all the reports
shall be filed in the first year a biennial report is due under this law and
in odd-numbered years thereafter. The report shall be filed after the
close of the limited liability company's tax period or series' tax period
but not later than at the time prescribed by law for filing the limited
liability company's or series' annual Kansas income tax return, or if
applicable law does not prescribe a time for filing an annual Kansas
income tax return for a series, the report for the series shall be filed at, HOUSE BILL No. 2660—page 13
and for purposes of this section its tax period shall be deemed to be, the
time prescribed by law for filing the annual Kansas income tax return
for the limited liability company to which the series is associated April
15.
(c) The report shall be made on a form prescribed by the secretary
of state and shall contain the following information for each limited
liability company or series:
(1) The name of the limited liability company or series, as
applicable;
(2) a list of the members owning at least 5% of the capital of the
limited liability company or series, as applicable, with the postal
address of each; and
(3) the location of the principal office, including the building and
suite number, street name or rural route number with box number, city,
state and zip code.
(d) (1) Every foreign limited liability company shall make a
written business entity information report to the secretary of state,
stating the prescribed information concerning the limited liability
company at the close of business on the last day of its tax period next
preceding the date of filing. If the limited liability company's tax period
is other than the calendar year, it shall give notice in writing of its
different tax period to day the report is filed with the secretary of state
prior to December 31 of the year it commences the different tax period.
(2) The report shall be filed biennially, as determined by the year
that the foreign limited liability company filed its foreign limited
liability company application. A foreign limited liability company that
filed its application in an even-numbered year shall file a report in each
even-numbered year. A foreign limited liability company that filed its
application in an odd-numbered year shall file a report in each odd-
numbered year. The report shall be filed after the close of the foreign
limited liability company's tax period but not later than at the time
prescribed by law for filing the limited liability company's annual
Kansas income tax return April 15.
(3) The report shall be made on a form prescribed by the secretary
of state and shall contain the name of the limited liability company.
(e) The business entity information report required by this section
shall be executed by one or more authorized persons, and filed with the
secretary of state. The execution of such report by a person who is
authorized by the Kansas revised limited liability company act to
execute such report, upon filing such report with the secretary of state,
constitutes an oath or affirmation, under penalties of perjury that, to the
best of such person's knowledge and belief, the facts stated in such
report are true.
(f) At the time of filing the business entity information report,
each limited liability company or series shall pay to the secretary of
state a fee in an amount equal to $80, plus the amount specified in rules
and regulations of the secretary multiplied by the number of tax periods
included in the report.
(g) The provisions of K.S.A. 17-7509, and amendments thereto,
relating to penalties for failure of a corporation to file business entity
information report or pay the required fee, and the provisions of K.S.A.
17-7510(a), and amendments thereto, relating to penalties for failure of
a corporation to file business entity information report or pay the
required fee, shall be applicable to the articles of organization of any
domestic limited liability company, the certificate of designation of any
series thereof, or to the authority of any foreign limited liability
company that fails to file its business entity information report or pay
the fee within 90 days of the time prescribed in this section for filing
and paying the same or, in the case of a report filing and fee received HOUSE BILL No. 2660—page 14
by mail, postmarked within 90 days of the time for filing and paying
the same fee. Whenever the articles of organization of a domestic
limited liability company, the certificate of designation of a series
thereof, or the authority of any foreign limited liability company are
forfeited or canceled for failure to file business entity information
report or to pay the required fee, the domestic limited liability company
or the authority of a foreign limited liability company may be reinstated
by filing a certificate of reinstatement, pursuant to K.S.A. 17-76,146,
and amendments thereto, and the certificate of designation may be
reinstated by filing a certificate of reinstatement, pursuant to K.S.A. 17-
76,147, and amendments thereto, and in each case, paying to the
secretary of state all fees, including any penalties thereon, due to the
state.
Sec. 14. K.S.A. 17-7903 is hereby amended to read as follows: 17-
7903. The following documents related to corporations shall be filed
with the secretary of state:
(a) For-profit filings:
(1) For-profit articles of incorporation as set forth in K.S.A. 17-
6002, and amendments thereto;
(2) professional association articles of incorporation as set forth in
K.S.A. 17-2709, 17-2711 and 17-6002, and amendments thereto;
(3) close corporation articles of incorporation as set forth in
K.S.A. 17-6426, 17-7201, 17-7202 and 17-7203, and amendments
thereto;
(4) public benefit corporation articles of incorporation as set forth
in K.S.A. 17-72a02, and amendments thereto;
(5) certificate of validation as set forth in K.S.A. 17-6428, and
amendments thereto;
(6) foreign for-profit application for authority as set forth in
K.S.A. 17-7931, and amendments thereto;
(7) for-profit business entity information report as set forth in
K.S.A. 17-7503 and 17-7505, and amendments thereto;
(8) professional association business entity information report as
set forth in K.S.A. 17-2718, and amendments thereto;
(9) for-profit certificate of amendment as set forth in K.S.A. 17-
6003, 17-6401, 17-6601, 17-6602 and 17-6603, and amendments
thereto;
(10) amendment to professional associations as set forth in K.S.A.
17-2709, and amendments thereto;
(11) foreign for-profit corporation certificate of amendment as set
forth in K.S.A. 17-7302, and amendments thereto;
(12) restated articles of incorporation as set forth in K.S.A. 17-
6605, and amendments thereto;
(13) change of registered office or resident agent as set forth in
K.S.A. 17-7926, 17-7927, 17-7928 and 17-7929, and amendments
thereto;
(14) for-profit certificate of correction as set forth in K.S.A. 17-
7912, and amendments thereto;
(15) mergers as set forth in K.S.A. 17-6701 through 17-6708, and
amendments thereto;
(16) foreign mergers as set forth in K.S.A. 17-7302, and
amendments thereto;
(17) certificate of amendment or termination of merger as set forth
in K.S.A. 17-6701, and amendments thereto;
(18) foreign corporation merger as set forth in K.S.A. 17-7302,
and amendments thereto;
(19) certificate of reinstatement revival as set forth in K.S.A. 17-
7002, and amendments thereto;
(20) certificate of dissolution prior to commencing business as set HOUSE BILL No. 2660—page 15
forth in K.S.A. 17-6803, and amendments thereto;
(21) certificate of dissolution by stockholder's meeting as set forth
in K.S.A. 17-6804, and amendments thereto;
(22) certificate of dissolution by written consent as set forth in
K.S.A. 17-6804, and amendments thereto;
(23) foreign certificate of cancellation as set forth in K.S.A. 17-
7936, and amendments thereto; and
(24) certificate of revocation of dissolution restoration as set forth
in K.S.A. 17-7001, and amendments thereto.
(b) Not-for-profit filings:
(1) Not-for-profit articles of incorporation as set forth in K.S.A.
17-6002, and amendments thereto;
(2) foreign not-for-profit application for authority as set forth in
K.S.A. 17-7931, and amendments thereto;
(3) not-for-profit business entity information report as set forth in
K.S.A. 17-7504, and amendments thereto;
(4) not-for-profit certificate of amendment as set forth in K.S.A.
17-6602, and amendments thereto;
(5) not-for-profit certificate of correction as set forth in K.S.A. 17-
7912, and amendments thereto;
(6) not-for-profit change of registered office or resident agent as
set forth in K.S.A. 17-7926, 17-7927, 17-7928 and 17-7929, and
amendments thereto;
(7) not-for-profit certificate of reinstatement revival as set forth in
K.S.A. 17-7002, and amendments thereto; and
(8) certificate of dissolution as set forth in K.S.A. 17-6803, 17-
6804 and 17-6805, and amendments thereto; and
(9) certificate of restoration as set forth in K.S.A. 17-7001, and
amendments thereto.
Sec. 15. K.S.A. 17-7931 is hereby amended to read as follows: 17-
7931. Before doing business in the state of Kansas, a foreign covered
entity shall register with the secretary of state. In order to register, a
foreign covered entity shall submit to the secretary of state, together
with payment of a fee if authorized by law, as provided by K.S.A. 17-
7910, and amendments thereto, an original copy executed by a
governor, of an application for registration as a foreign covered entity,
setting forth:
(a) The name of the foreign covered entity;
(b) the jurisdiction where organized;
(c) the date of its organization;
(d) a statement issued within 90 days of the date of application by
the proper officer of the jurisdiction where such foreign entity is
organized, or by a third-party agent authorized by such proper officer,
that made under penalty of perjury that, as of the day of the filing, the
foreign covered entity exists in good standing under the laws of the
jurisdiction of its organization;
(e) the nature of the business or purposes to be conducted or
promoted in the state of Kansas, including whether the covered entity
operates for-profit or not-for-profit;
(f) the address of the registered office and the name and address of
the resident agent for service of process required to be maintained by
this act;
(g) an irrevocable written consent of the foreign covered entity
that actions may be commenced against it in the proper court of any
county where there is proper venue by the service of process on the
secretary of state as provided for in K.S.A. 60-304, and amendments
thereto, and stipulating and agreeing that such service shall be taken
and held, in all courts, to be as valid and binding as if due service had
been made upon the governors of the foreign covered entity; and HOUSE BILL No. 2660—page 16
(h) the date on which the foreign covered entity first did, or
intends to do, business in the state of Kansas.
Sec. 16. K.S.A. 2023 Supp. 56-1a605 is hereby amended to read
as follows: 56-1a605. (a) The secretary of state shall charge each
domestic and foreign limited partnership the following fees:
(1) For issuing or filing and indexing any of the documents
described below, a fee of $20:
(A) A certificate of amendment of limited partnership;
(B) a restated certificate of limited partnership;
(C) a certificate of cancellation of limited partnership;
(D) a certificate of change of location of registered office or
registered agent; and
(E) any certificate, affidavit, agreement or any other paper
provided for in this act, for which no different fee is specifically
prescribed;
(2) for certified copies, a fee of $7.50 for each copy certified,
regardless of whether the secretary of state supplies the copies;
(3) for each certificate of good standing and certificate of fact
issued by the secretary of state, a fee of $7.50; and
(4) for a report of record search, a fee of $5, but furnishing the
following information shall not be considered a record search and no
charge shall be made therefor: name of the limited partnership and the
postal address of its registered office; name and postal address of the
resident agent; the state of the limited partnership's formation; the date
of filing of its certificate of limited partnership or business entity
information report; and date of expiration; and
(5) a fee of $20 for a copy of an instrument on file or prepared by
the secretary of state's office, whether or not the copy is certified.
(b) Every limited partnership hereafter formed in this state shall
pay to the secretary of state at the time of filing its certificate of limited
partnership, an application and recording fee of $150.
(c) At the time of filing its application to do business, every
foreign limited partnership shall pay to the secretary of state an
application and recording fee of $150.
(d) The secretary of state shall not charge any fees for the
documents or services described in this section upon an official request
by any agency of this state or of the United States, or by any officer or
employee thereof.
Sec. 17. K.S.A. 2023 Supp. 56-1a606 is hereby amended to read
as follows: 56-1a606. (a) Every limited partnership organized under the
laws of this state shall make a written business entity information report
to the secretary of state, stating the prescribed information concerning
the limited partnership at the close of business on the last day of its tax
period next preceding the date of filing. If the limited partnership's tax
period is other than the calendar year, it shall give notice of its different
tax period to day the report is filed with the secretary of state prior to
December 31 of the year it commences the different tax period.
(b) The report shall be filed biennially, as determined by the year
that the limited partnership filed its formation documents. A limited
partnership that filed formation documents in an even-numbered year
shall file a report in each even-numbered year. A limited partnership
that filed formation documents in an odd-numbered year shall file a
report in each odd-numbered year. The report shall be filed after the
close of the limited partnership's tax period but not later than at the
time prescribed by law for filing the limited partnership's annual
Kansas income tax return April 15.
(c) The report shall be made on a form prescribed by the secretary
of state and shall contain the following information:
(1) The name of the limited partnership; HOUSE BILL No. 2660—page 17
(2) a list of the partners owning at least 5% of the capital of the
partnership, with the postal address of each; and
(3) the location of the principal office, including the building and
suite number, street name or rural route number with box number, city,
state and zip code.
(d) Every limited partnership subject to the provisions of this
section that is a limited agricultural partnership, as defined in K.S.A.
17-5903, and amendments thereto, and that holds agricultural land, as
defined in K.S.A. 17-5903, and amendments thereto, within this state
shall show the following additional information on the report:
(1) The number of acres and location, listed by section, range,
township and county of each lot, tract or parcel of agricultural land in
this state owned or leased by the limited partnership; and
(2) whether any of the agricultural land held and reported under
paragraph (1) was acquired after July 1, 1981.
(e) The report shall be signed by the general partner or partners of
the limited partnership under penalty of perjury and forwarded to the
secretary of state.
(f) At the time of filing its business entity information report, the
limited partnership shall pay to the secretary of state a fee in an amount
equal to $80, plus the amount specified in rules and regulations of the
secretary multiplied by the number of tax periods included in the
report.
(g) The provisions of K.S.A. 17-7509, and amendments thereto,
relating to penalties for failure of a corporation to file a business entity
information report or pay the required fee, and the provisions of K.S.A.
17-7510(a), and amendments thereto, relating to forfeiture of a
domestic corporation's articles of incorporation for failure to file a
business entity information report or pay the required fee, shall be
applicable to the certificate of partnership of any limited partnership
that fails to file its business entity information report or pay the
required fee within 90 days of the time prescribed in this section for
filing and paying the same or, in the case of a report filing and fee
received by mail, postmarked within 90 days of the time prescribed in
this section for filing and paying the same fee. Whenever the certificate
of partnership of a limited partnership is forfeited for failure to file a
business entity information report or to pay the required fee, the limited
partnership may be reinstated by filing a certificate of reinstatement, in
the manner and form to be prescribed by the secretary of state, and all
past due business entity information reports for the immediately
preceding 10 years, and payment to the secretary an amount equal to all
fees and any penalties due. The fee for filing a certificate of
reinstatement shall be the same as that prescribed by K.S.A. 17-7506,
and amendments thereto, for filing a certificate of reinstatement of a
corporation's articles of incorporation.
Sec. 18. K.S.A. 2023 Supp. 56-1a607 is hereby amended to read
as follows: 56-1a607. (a) Every foreign limited partnership shall make
a written business entity information report to the secretary of state,
stating the prescribed information concerning the limited partnership at
the close of business on the last day of its tax period next preceding the
date of filing. If the limited partnership's tax period is other than the
calendar year, it shall give notice of its different tax period to day the
report is filed with the secretary of state prior to December 31 of the
year it commences the different tax period.
(b) The report shall be filed biennially, as determined by the year
that the foreign limited partnership filed its foreign limited partnership
application. A foreign limited partnership that filed its application in an
even-numbered year shall file a report in each even-numbered year. A
foreign limited partnership that filed its application in an odd-numbered HOUSE BILL No. 2660—page 18
year shall file a report in each odd-numbered year. The report shall be
filed after the close of the limited partnership's tax period but not later
than at the time prescribed by law for filing the limited partnership's
annual Kansas income tax return April 15.
(c) The report shall be made on a form prescribed by the secretary
of state and shall contain:
(1) The name of the limited partnership; and
(2) the location of the principal office, including the building and
suite number, street name or rural route number with box number, city,
state and zip code.
(d) Every foreign limited partnership subject to the provisions of
this section that is a limited agricultural partnership, as defined in
K.S.A. 17-5903, and amendments thereto, and that holds agricultural
land, as defined in K.S.A. 17-5903, and amendments thereto, within
this state shall show the following additional information on the report:
(1) The number of acres and location, listed by section, range,
township and county of agricultural land in this state owned or leased
by the limited partnership; and
(2) whether any of the agricultural land held and reported under
paragraph (1) was acquired after July 1, 1981.
(e) The report shall be signed by the general partner or partners of
the limited partnership under penalty of perjury and forwarded to the
secretary of state.
(f) At the time of filing its business entity information report, the
foreign limited partnership shall pay to the secretary of state a fee in an
amount equal to $80, plus the amount specified in rules and regulations
of the secretary multiplied by the number of tax periods included in the
report.
(g) The provisions of K.S.A. 17-7509, and amendments thereto,
relating to penalties for failure of a corporation to file a business entity
information report or pay the required fee, and the provisions of K.S.A.
17-7510(b), and amendments thereto, relating to forfeiture of a foreign
corporation's authority to do business in this state for failure to file a
business entity information report or pay the required fee, shall be
applicable to the authority of any foreign limited partnership that fails
to file its business entity information report or pay the required fee
within 90 days of the time prescribed in this section for filing and
paying the same or, in the case of a report filing and fee received by
mail, postmarked within 90 days of the time prescribed in this section
for filing and paying the same fee. Whenever the authority of a foreign
limited partnership to do business in this state is forfeited for failure to
file a business entity information report or to pay the required fee, the
foreign limited partnership's authority to do business in this state may
be reinstated by filing a certificate of reinstatement, in the manner and
form to be prescribed by the secretary of state, and all past due business
entity information reports for the immediately preceding 10 years, and
payment to the secretary of state an amount equal to all fees and any
penalties due. The fee for filing a certificate of reinstatement shall be
the same as that prescribed by K.S.A. 17-7506, and amendments
thereto, for filing a certificate of reinstatement of a corporation's
articles of incorporation.
Sec. 19. K.S.A. 2023 Supp. 56a-1001 is hereby amended to read
as follows: 56a-1001. (a) A partnership may become a limited liability
partnership pursuant to this section.
(b) The terms and conditions on which a partnership becomes a
limited liability partnership must be approved by the vote necessary to
amend the partnership agreement except, in the case of a partnership
agreement that expressly considers contribution obligations, the vote
necessary to amend those provisions. HOUSE BILL No. 2660—page 19
(c) After the approval required by subsection (b), a partnership
may become a limited liability partnership by filing a prescribed
statement of qualification with the secretary of state. The statement
must contain:
(1) The name of the partnership;
(2) the address of the registered office and the name of the resident
agent for service of process required to be maintained pursuant to
K.S.A. 17-7925, and amendments thereto;
(3) a statement that the partnership elects to be a limited liability
partnership; and
(4) a deferred effective date, if any.
(d) The status of a partnership as a limited liability partnership is
effective on the later of the filing of the statement or a date specified in
the statement. The status remains effective, regardless of changes in the
partnership, until it is canceled pursuant to K.S.A. 56a-105(d), and
amendments thereto, or revoked pursuant to K.S.A. 56a-1201, and
amendments thereto.
(e) The status of a partnership as a limited liability partnership and
the liability of its partners is not affected by errors or later changes in
the information required to be contained in the statement of
qualification under subsection (c).
(f) The filing of a statement of qualification establishes that a
partnership has satisfied all conditions precedent to the qualification of
the partnership as a limited liability partnership.
(g) An amendment or cancellation of a statement of qualification
is effective when it is filed or on a deferred effective date specified in
the amendment or cancellation.
Sec. 20. K.S.A. 2023 Supp. 56a-1201 is hereby amended to read
as follows: 56a-1201. (a) Every limited liability partnership organized
under the laws of this state shall make a written business entity
information report to the secretary of state, stating the prescribed
information concerning the limited liability partnership at the close of
business on the last day of its tax period next preceding the date of
filing. If the limited liability partnership's tax period is other than the
calendar year, it shall give notice of its different tax period in writing to
day the report is filed with the secretary of state prior to December 31
of the year it commences the different tax period.
(b) The report shall be filed biennially, as determined by the year
that the limited liability partnership filed its limited liability partnership
formation documents. A limited liability partnership that filed
formation documents in an even-numbered year shall file a report in
each even-numbered year. A limited liability partnership that filed
formation documents in an odd-numbered year shall file a report in
each odd-numbered year. The report shall be filed after the close of the
limited liability partnership's tax period but not later than at the time
prescribed by law for filing the limited liability partnership's annual
Kansas income tax return April 15.
(c) The report shall be made on a form prescribed by the secretary
of state and shall contain the following information:
(1) The name of the limited liability partnership;
(2) a list of the partners owning at least 5% of the capital of the
partnership, with the postal address for each; and
(3) the location of the principal office, including the building and
suite number, street name or rural route number with box number, city,
state and zip code.
(d) The report shall be signed by a partner of the limited liability
partnership under penalty of perjury and forwarded to the secretary of
state.
(e) At the time of filing its business entity information report, the HOUSE BILL No. 2660—page 20
limited liability partnership shall pay to the secretary of state a fee in an
amount equal to $80, plus the amount specified in rules and regulations
of the secretary multiplied by the number of tax periods included in the
report.
(f) The provisions of K.S.A. 17-7509, and amendments thereto,
relating to penalties for failure of a corporation to file a business entity
information report or pay the required fee, and the provisions of K.S.A.
17-7510(a), and amendments thereto, relating to penalties for failure of
a corporation to file a business entity information report or pay the
required fee, shall be applicable to the statement of qualification of any
limited liability partnership that fails to file its business entity
information report or pay the required fee within 90 days of the time
prescribed in this section for filing and paying the same or, in the case
of a report filing and fee received by mail, postmarked within 90 days
of the time prescribed in this section for filing and paying the same fee.
Whenever the statement of qualification of a limited liability
partnership is forfeited for failure to file a business entity information
report or to pay the required fee, the limited liability partnership may be
reinstated by filing a certificate of reinstatement, in the manner and
form to be prescribed by the secretary of state, and all past due business
entity information reports for the immediately preceding 10 years, and
payment to the secretary an amount equal to all fees and any penalties
due. The fee for filing a certificate of reinstatement shall be the same as
that prescribed by K.S.A. 17-7506, and amendments thereto, for filing
a certificate of reinstatement of a corporation's articles of incorporation.
Sec. 21. K.S.A. 2023 Supp. 56a-1202 is hereby amended to read
as follows: 56a-1202. (a) Every foreign limited liability partnership
shall make a written business entity information report to the secretary
of state, stating the prescribed information concerning the foreign
limited liability partnership at the close of business on the last day of its
tax period next preceding the date of filing. If the foreign limited
liability partnership's tax period is other than the calendar year, it shall
give notice in writing of its different tax period to day the report is filed
with the secretary of state prior to December 31 of the year it
commences the different tax period.
(b) The report shall be filed biennially, as determined by the year
that the foreign limited liability partnership filed its foreign limited
liability partnership application. A foreign limited liability partnership
that filed its application in an even-numbered year shall file a report in
each even-numbered year. A foreign limited liability partnership that
filed its application in an odd-numbered year shall file a report in each
odd-numbered year. The report shall be filed after the close of the
foreign limited liability partnership's tax period but not later than at the
time prescribed by law for filing the foreign limited liability
partnership's annual Kansas income tax return April 15.
(c) The report shall be made on a form prescribed by the secretary
of state and shall contain:
(1) The name of the foreign limited liability partnership; and
(2) the location of the principal office, including the building and
suite number, street name or rural route number with box number, city,
state and zip code.
(d) The report shall be signed by a partner of the foreign limited
liability partnership under penalty of perjury and forwarded to the
secretary of state.
(e) At the time of filing its business entity information report, the
foreign limited liability partnership shall pay to the secretary of state a
fee in an amount equal to $80, plus the amount specified in rules and
regulations of the secretary multiplied by the number of tax periods
included in the report. HOUSE BILL No. 2660—page 21
(f) The provisions of K.S.A. 17-7509, and amendments thereto,
relating to penalties for failure of a corporation to file a business entity
information report or pay the required fee, and the provisions of K.S.A.
17-7510(a), and amendments thereto, relating to penalties for failure of
a corporation to file a business entity information report or pay the
required fee, shall be applicable to the statement of foreign
qualification of any foreign limited liability partnership that fails to file
its business entity information report or pay the required fee within 90
days of the time prescribed in this section for filing and paying the
same or, in the case of a report filing and fee received by mail,
postmarked within 90 days of the time prescribed in this section for
filing and paying the same fee. Whenever the statement of foreign
qualification of a foreign limited liability partnership is forfeited for
failure to file a business entity information report or to pay the required
fee, the statement of foreign qualification of the foreign limited liability
partnership may be reinstated by filing a certificate of reinstatement, in
the manner and form to be prescribed by the secretary of state, and all
past due business entity information reports for the immediately
preceding 10 years, and payment to the secretary of state an amount
equal to all fees and any penalties due. The fee for filing a certificate of
reinstatement shall be the same as that prescribed by K.S.A. 17-7506,
and amendments thereto, for filing a certificate of reinstatement of a
corporation's articles of incorporation.
Sec. 22. K.S.A. 17-2036, 17-2718, 17-4615, 17-4634, 17-4677,
17-7002, 17-7503, 17-7504, 17-7505, 17-7506, 17-76,136, 17-76,139,
17-7903 and 17-7931 and K.S.A. 2023 Supp. 56-1a605, 56-1a606, 56-
1a607, 56a-1001, 56a-1201 and 56a-1202 are hereby repealed.
Sec. 23. This act shall take effect and be in force from and after its
publication in the statute book.
I hereby certify that the above BILL originated in the HOUSE, and passed
that body
Speaker of the House.
Chief Clerk of the House.
Passed the SENATE ______________________________________________________________________________
President of the Senate.
Secretary of the Senate.
APPROVED __________________________________________________________________________________________________
Governor.