HOUSE BILL No. 2117
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 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 HOUSE BILL No. 2117—page 2
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 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 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 HOUSE BILL No. 2117—page 3
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;
(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. HOUSE BILL No. 2117—page 4
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.
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.