Session of 2025
HOUSE BILL No. 2117
By Committee on Commerce, Labor and Economic Development
Requested by Clay Barker on behalf of the Office of the Secretary of State
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AN ACT concerning business entities; requiring a business trust to file a
certificate of dissolution or withdrawal with the secretary of state and
pay associated fees when surrendering authority to transact business in
Kansas; requiring a foreign corporation to use a form prescribed by the
secretary of state when filing merger or consolidation information or
amendments to such corporation's articles of incorporation; authorizing
professional corporations or limited liability companies formed or
organized to render a professional service to participate in transactions
under the business entity transactions act; making certain information
provided by registered agents a public record; modifying filing
requirements and associated fees for limited partnerships; amending
K.S.A. 17-2037, 17-7302, 17-78-110 and 17-7929 and K.S.A. 2024
Supp. 56-1a151 and 56-1a605 and repealing the existing sections.
Be it enacted by the Legislature of the State of Kansas:
Section 1. K.S.A. 17-2037 is hereby amended to read as follows: 17-
2037. (a) Any business trust, domestic or foreign, that has obtained
authority under this act to transact business in Kansas may surrender its
authority at any time by:
(1) Filing in the office of the secretary of state a certified copy of a
resolution duly adopted by its trustees declaring its intention to withdraw
certificate of dissolution or withdrawal executed by an authorized person;
(2) paying a withdrawal fee of $20 the fee required by K.S.A. 17-
7506, and amendments thereto, at the time the resolution certificate of
dissolution or withdrawal is filed; and
(3) filing all business entity information reports and paying all fees
required by K.S.A. 17-2036, and amendments thereto, that such business
trust has not previously filed and paid.
(b) During a period of five years following the effective date of such
withdrawal the business trust shall nevertheless be entitled to convey and
dispose of its property and assets in this state, settle and close out its
business in this state, and perform any other act or acts pertinent to the
liquidation of its business, property, and assets in this state, and to
prosecute and defend all suits filed prior to the expiration of such five-year
period involving causes of action arising prior to the effective date of such
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withdrawal or arising out of any act or transaction occurring during such
five-year period in the course of the liquidation of its business, property or
assets.
(c) The withdrawal of a business trust as provided in this section shall
have no effect upon any suit filed by or against it prior to the expiration of
such five-year period until such suit has been finally determined or
otherwise finally concluded and all judgments, orders and decrees entered
therein have been fully executed, even though such final determination,
conclusion, or execution occurs after the expiration of such five-year
period. With respect to a foreign business trust, withdrawal pursuant to this
section shall not affect its written consent to be sued in the courts of this
state, or the jurisdiction over such foreign business trust of the courts of
this state, with respect to any cause of action which arose prior to the
effective date of its withdrawal.
Sec. 2. K.S.A. 17-7302 is hereby amended to read as follows: 17-
7302. (a) Whenever any foreign corporation admitted to do business in this
state is a party to a merger or consolidation with any other foreign
corporation, whether or not admitted to do business in this state, such
foreign corporation shall file with the secretary of state of this state, within
30 days after the time the merger or consolidation becomes effective, a
certificate of the proper officer of the jurisdiction under the laws of which
the merger or consolidation was effected, attesting to such merger or
consolidation, or a form prescribed by the secretary of state of this state, in
each case stating:
(1) The corporate parties thereto;
(2) the jurisdiction of incorporation of each corporate party;
(3) the time when such merger or consolidation became effective; and
(4) that the resulting or surviving corporation is a corporation in good
standing in such jurisdiction.
(b) Whenever any foreign corporation admitted to do business in this
state shall amend its articles of incorporation in a manner that affects any
of the information contained on such corporation's application to do
business in Kansas, the corporation shall file with the secretary of state,
within 30 days after the amendment is adopted, a certificate of the proper
officer of the jurisdiction in which such corporation has been incorporated
form prescribed by the secretary of state of this state attesting to such
amendment. In the alternative, any foreign corporation may amend its
original application for authority to do business in Kansas by filing a
certificate of amendment certifying that such amendment has been duly
adopted and executed in accordance with K.S.A. 17-7908 through 17-
7910, and amendments thereto.
Sec. 3. K.S.A. 17-78-110 is hereby amended to read as follows: 17-
78-110. The following entities may not participate in a transaction under
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this act:
(a) Entities regulated under chapter 40 of the Kansas Statutes
Annotated;
(b) banks and trust companies organized under chapter 9 of the
Kansas Statutes Annotated; and
(c) credit unions organized under K.S.A. 17-2201 et seq., and
amendments thereto; and
(d) professional corporations formed under the Kansas professional
corporation law or limited liability companies organized under the Kansas
revised limited liability company act to render a professional service, as
defined at K.S.A. 17-2707, and amendments thereto.
Sec. 4. K.S.A. 17-7929 is hereby amended to read as follows: 17-
7929. (a) The resident agent of a covered entity, including a resident agent
that no longer qualifies to be a resident agent under K.S.A. 17-7925, and
amendments thereto, may resign without appointing a successor by paying
a fee if authorized by law, as provided by K.S.A. 17-7910, and
amendments thereto, and filing a certificate of resignation, with the
secretary of state stating that the resident agent resigns as resident agent
for the covered entity or entities identified in the certificate, but such
resignation shall not become effective until 30 days after the certificate is
filed. The certificate shall be executed by the resident agent, shall contain a
statement that written notice of resignation was given to each affected
covered entity at least 30 days prior to the filing of the certificate by
mailing or delivering such notice to the covered entity at its address last
known to the resident agent and shall set forth the date of such notice. The
certificate shall also include the postal address and name and contact
information of an officer, director, employee or designated agent who is
then authorized to receive communications from the resident agent with
respect to the affected covered entities last known to the resident agent,
and such information shall not be deemed public information and will not
constitute a public record as defined in K.S.A. 45-217, and amendments
thereto.
(b) After receipt of the notice of the resignation of its resident agent,
provided for in subsection (a), any covered entity for which such resident
agent was acting shall obtain and designate a new resident agent to take
the place of the resident agent so resigning. Such covered entity shall pay a
fee if authorized by law, as provided by K.S.A. 17-7910, and amendments
thereto, and file with the secretary of state a certificate setting forth the
name and postal address of the successor resident agent. Upon such filing,
the successor resident agent shall become the resident agent of such
covered entity and the successor resident agent's postal address, as stated
in such certificate, shall become the postal address of the covered entity's
registered office in this state. If such covered entity fails to obtain and
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designate a new resident agent as aforesaid, prior to the expiration of the
period of 60 days after the filing by the resident agent of the certificate of
resignation, the secretary of state shall declare the entity's organizing
documents forfeited.
(c) After the resignation of the resident agent shall have become
effective, as provided in subsection (a), and if no new resident agent shall
have been obtained and designated in the time and manner provided for in
subsection (b), service of legal process against the covered entity, or in the
case of a domestic or foreign limited liability company, any series of such
limited liability company, for which the resigned resident agent had been
acting shall thereafter be upon the secretary of state in the manner
prescribed by K.S.A. 60-304, and amendments thereto.
(d) Any covered entity affected by the filing of a certificate under this
section shall not be required to take any further action to amend its public
organic documents to reflect a change of registered office or resident
agent.
Sec. 5. K.S.A. 2024 Supp. 56-1a151 is hereby amended to read as
follows: 56-1a151. (a) In order to form a limited partnership, a certificate
of limited partnership must be executed and filed in the office of the
secretary of state. Such certificate shall set forth:
(1) The name of the limited partnership;
(2) the address of the registered office and the name and address of
the resident agent for service of process required to be maintained by
K.S.A. 17-7925, and amendments thereto;
(3) the name and the business or residence address of each general
partner; and
(4) the latest date upon which the limited partnership is to dissolve;
and
(5) any other matters the general partners determine to include in the
certificate.
(b) A limited partnership is formed at the time of the filing of the
initial certificate of limited partnership in the office of the secretary of
state or at any later time specified in the certificate of limited partnership
if, in either case, there has been substantial compliance with the
requirements of this section.
Sec. 6. K.S.A. 2024 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;
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(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 issued by the secretary of
state, a fee of $7.50; and
(4) 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 established by rules and
regulations of the secretary of state, but not exceeding $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 established by rules and regulations of the secretary of
state, but not exceeding $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. 7. K.S.A. 17-2037, 17-7302, 17-78-110 and 17-7929 and K.S.A.
2024 Supp. 56-1a151 and 56-1a605 are hereby repealed.
Sec. 8. This act shall take effect and be in force from and after its
publication in the statute book.
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