The business name chosen for the new Kansas Corporation must be different from all other business entity registered and reserved with the Kansas Secretary of State. The name (unless it’s a bank) must contain the word “association,” “church,” “college,” “company,” “corporation,” “club,” “foundation,” “fund,” “incorporated,” “institute,” “limited,” “society,” “syndicate,” or “union,” or one of the abbreviations “Co.,” “Corp.,” “Inc.,” or “Ltd.” An equivalent word or abbreviation in another language may be used as long as it is written in Roman characters. The name should not include language that states or implies that the corporation is organized for a purpose other than one permitted by state law and its articles of incorporation.
By paying $20 using a paper name reservation request, or $27 online, you can reserve an available corporate name for 120 days.
State Incorporation Timelines
The state incorporation filing timeline is 7 business days, however, the process can be expedited in 1 business day for an additional cost.
State Incorporation Filing Fees
The state incorporation filing fee is $80, however, if a faster service is required, then $50 should be paid.
Articles of Incorporation
Under the Kansas state law, new corporations file articles of incorporation with the Kansas Secretary of State, which also requires a $90 filing fee ($84 if done online). These articles must meet the requirements of the Kansas General Corporation Code, which is in Chapter 17 of the Kansas Statutes, Articles 60-75.
The State of Kansas allows corporations to be formed for any lawful business activity. However, the nature of the corporation’s business or its purpose-or a general statement that the corporation may engage in any lawful act-must be included in the articles of incorporation. At least one person (usually an initial director or officer) must sign the articles as incorporator. The incorporator’s primary duty is to deliver the articles of incorporation to the Kansas Secretary of State. The articles must list the name and address of all incorporators, the names and addresses of the initial directors (if the powers of the incorporators will end after the articles are filed), and the classes-as well as par value and number of shares of each class-that the corporation is authorized to issue.
Authorization of shares can be done with a stated par value or without par value; the most common practice is to issue shares without par value. The filing fee is not based on the number of authorized shares, so you can authorize as many as desired. Most incorporators authorize common shares with equal voting, dividend, and liquidation rights, and no special restrictions.
It’s also allowable to include other optional provisions into the articles of incorporation for those who want to formalize additional criteria, such as:
- Limitation of director liability to the corporation or its shareholders in certain situations
- Regulation of the powers of the corporation, as well as its board of directors and shareholders
- Personal shareholder liability for corporate debts in certain situations
- Preemptive shareholder rights
- A time limit on the corporation’s existence
- The manner of adoption, alteration, or repeal of bylaws
The articles of incorporation should also include the name and address of your corporation’s initial registered agent-the person you designate to receive official legal and administrative correspondence on behalf of your corporation. The registered agent must be either an individual who lives in Kansas and whose business office is the same as the registered office, or a domestic corporation with a business office that is the same as the registered office.
Corporations should keep a copy of their bylaws at their principal executive office, but they are not required to file those bylaws with the state. At the new corporation’s initial meeting, the incorporators or board of directors should adopt corporate bylaws and then keep them updated as time goes on. Bylaws are a critically important document describing the corporation’s basic managerial and legal operating principles regarding such issues as:
- Shareholders’ and directors’ meetings
- The authority, number, and tenure of directors in the board of directors
- Voting procedures
- The duties, responsibilities, and tenure of officers
- How stock is issued
- How and when annual financial information is provided to shareholders
Officers of the new corporation can either be listed in the bylaws or elected by the board in compliance with those bylaws. The right to adopt, amend, or repeal bylaws is vested in the board, subject to the articles of incorporation and the stockholders.
Directors are generally elected at each annual shareholder meeting to hold office until the next annual meeting. The bylaws may prescribe additional qualifications for directors that are consistent with the articles of incorporation.
Corporate officers can either be listed in the bylaws or elected by the board in compliance with those bylaws. Officers may appoint other officers as needed for the operation of the corporation, in accordance with the bylaws. There must be one officer who is responsible for preparing and maintaining records of the proceedings of director and shareholder meetings.
Any number of offices may be held by the same person unless the articles or bylaws state otherwise.
Requirement Reports/Ongoing Compliance
Each Kansas corporation must file a report with the Kansas Secretary of State’s office every year when it files its state income tax return. Along with a $15 filing fee, the annual report must include:
- The corporation’s name
- The location of its principal office
- The nature and type of business in which the corporation is engaged
- The addresses of stockholders who own at least five percent of the corporation’s capital stock
- The names and addresses of the president, secretary, treasurer, and members of the board of directors
- The number of shares of (and amount paid up in) capital stock
- Information about agricultural land held by the corporation
The corporate tax rate for Kansas varies based on taxable net income. Kansas does, however, impose an annual franchise tax and a corporate income tax, plus a surtax on corporate taxable income over $50,000.