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17-7901. Citation of act; applicability. (a) This act shall be known and may be cited as the business entity standard treatment act.

(b) The provisions of this act shall apply to all documents related to corporations, limited liability companies, limited partnerships and limited liability partnerships required to be filed with the secretary of state pursuant to this act.

(c) This section shall take effect on and after January 1, 2015.

History: L. 2014, ch. 121, § 1; July 1.

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17-7902. Definitions. As used in this act:

(a) "Covered entity" means:

(1) A corporation;

(2) a limited partnership;

(3) a limited liability partnership; and

(4) a limited liability company.

(b) "Foreign covered entity" means a covered entity whose internal affairs are governed by the laws of a jurisdiction other than this state.

(c) "Public organic document" means the filing of the public record which creates an entity and any amendment to or restatement of that record.

(d) "Governor" means a person by or under whose authority the powers of an entity are exercised and under whose direction the business and affairs of the entity are managed pursuant to the organic law and organic rules of the entity.

(e) "Organic law" means the statutes, if any, other than this act, governing the internal affairs of a covered entity.

(f) "Organic rules" means the public organic document and private organic rules of an entity.

(g) This section shall take effect on and after January 1, 2015.

History: L. 2014, ch. 121, § 2; July 1.

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17-7903. Filings related to corporations. 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 revival as set forth in K.S.A. 17-7002, and amendments thereto;

(20) certificate of dissolution prior to commencing business as set 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 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 revival as set forth in K.S.A. 17-7002, and amendments thereto;

(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.

History: L. 2014, ch. 121, § 3; L. 2016, ch. 110, § 129; L. 2017, ch. 71, § 12; L. 2021, ch. 61, § 27; L. 2024, ch. 45, § 14; July 1.

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17-7904. Filings related to limited liability companies. The following documents related to limited liability companies shall be filed with the secretary of state:

(a) Articles of organization as set forth in K.S.A. 17-7673 and 17-7673a, and amendments thereto;

(b) professional articles of organization as set forth in K.S.A. 17-7673 and 17-7673a, and amendments thereto;

(c) series limited liability company articles of organization as set forth in K.S.A. 17-76,143, and amendments thereto;

(d) foreign limited liability company application for authority as set forth in K.S.A. 17-7931, and amendments thereto;

(e) foreign series limited liability company application for admission to transact business as set forth in K.S.A. 17-76,143 and 17-7931, and amendments thereto;

(f) business entity information report as set forth in K.S.A. 17-76,139, and amendments thereto;

(g) certificate of amendment as set forth in K.S.A. 17-7674, 17-7674a and 17-76,143, and amendments thereto;

(h) restated articles of organization as set forth in K.S.A. 17-7680, and amendments thereto;

(i) series certificate of designation as set forth in K.S.A. 17-76,143, and amendments thereto;

(j) certificate of amendment or termination to certificate of merger or consolidation as set forth in K.S.A. 17-7681 or 17-76,143a, and amendments thereto;

(k) certificate of correction as set forth in K.S.A. 17-7912, and amendments thereto;

(l) foreign certificate of correction as set forth in K.S.A. 17-7912, and amendments thereto;

(m) 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;

(n) mergers or consolidations as set forth in K.S.A. 17-7681 or 17-76,143a, and amendments thereto;

(o) reinstatement as set forth in K.S.A. 17-76,139 or 17-76,147, and amendments thereto;

(p) certificate of cancellation as set forth in K.S.A. 17-7675 or 17-76,143, and amendments thereto;

(q) foreign cancellation of registration as set forth in K.S.A. 17-7936, and amendments thereto;

(r) certificate of division as set forth in K.S.A. 17-7685a, and amendments thereto;

(s) certificate of amendment to certificate of designation as set forth in K.S.A. 17-7685a, and amendments thereto; and

(t) certificate of merger or consolidation of series as set forth in K.S.A. 17-76,143a, and amendments thereto.

History: L. 2014, ch. 121, § 4; L. 2019, ch. 47, § 42; L. 2019, ch. 47, § 43; L. 2021, ch. 61, § 28; L. 2025, ch. 95, § 30; July 1.

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17-7905. Filings related to limited partnerships. The following documents related to limited partnerships shall be filed with the secretary of state:

(a) Certificate of limited partnership as set forth in K.S.A. 56-1a151, and amendments thereto;

(b) foreign application for registration as set forth in K.S.A. 17-7931, and amendments thereto;

(c) business entity information report as set forth in K.S.A. 56-1a606 and 56-1a607, and amendments thereto;

(d) amendment to certificate as set forth in K.S.A. 56-1a152, and amendments thereto;

(e) restated certificate as set forth in K.S.A. 56-1a160, and amendments thereto;

(f) 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;

(g) foreign certificate of amendment or correction as set forth in K.S.A. 17-7912, and amendments thereto;

(h) mergers as set forth in K.S.A. 17-78,201 through 17-78,206, and amendments thereto;

(i) reinstatement as set forth in K.S.A. 56-1a606 and 56-1a607, and amendments thereto;

(j) cancellation as set forth in K.S.A. 56-1a153, and amendments thereto; and

(k) foreign cancellation of registration as set forth in K.S.A. 17-7936, and amendments thereto.

History: L. 2014, ch. 121, § 5; L. 2021, ch. 61, § 29; January 1, 2023.

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17-7906. Filings related to limited liability partnerships. The following documents related to limited liability partnerships shall be filed with the secretary of state:

(a) Statement of qualification as set forth in K.S.A. 56a-1001, and amendments thereto;

(b) foreign statement of qualification as set forth in K.S.A. 17-7931, and amendments thereto;

(c) business entity information report as set forth in K.S.A. 56a-1201 and 56a-1202, and amendments thereto;

(d) amendment to statement of qualification as set forth in K.S.A. 56a-105, and amendments thereto;

(e) 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;

(f) reinstatement as set forth in K.S.A. 56a-1201, and amendments thereto;

(g) cancellation of statement as set forth in K.S.A. 56a-105, and amendments thereto;

(h) statement of denial as set forth in K.S.A. 56a-304, and amendments thereto;

(i) statement of dissociation as set forth in K.S.A. 56a-704, and amendments thereto;

(j) statement of dissolution as set forth in K.S.A. 56a-105 and 56a-805, and amendments thereto; and

(k) statement of merger as set forth in K.S.A. 56a-907, and amendments thereto.

History: L. 2014, ch. 121, § 6; L. 2021, ch. 61, § 30; January 1, 2023.

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17-7907. Rules and regulations. The secretary of state is hereby authorized to adopt such rules and regulations as may be necessary to carry out the provisions of this act. No rule and regulation adopted pursuant to this section shall take effect prior to January 1, 2015.

History: L. 2014, ch. 121, § 7; July 1.

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17-7908. Execution of filings. All documents required by this act to be filed with the secretary of state shall be executed as follows:

(a) Documents related to corporations shall be executed in the following manner:

(1) The articles of incorporation for all corporations, and any other document to be filed before the election of the initial board of directors, if the initial directors were not named in the articles of incorporation, shall be signed by the incorporator or incorporators or, in the case of any such other document, such incorporator's or incorporators' successors and assigns. If any incorporator is not available, then any such other document may be signed, with the same effect as if such incorporator had signed it, by any person for whom or on whose behalf such incorporator, in executing the articles of incorporation, was acting directly or indirectly as an employee or agent, except that such other document shall state that such incorporator is not available and the reason therefore, that such incorporator in executing the articles of incorporation was acting directly or indirectly as an employee or agent for or on behalf of such person and that such person's signature on such instrument is otherwise authorized and not wrongful.

(2) All documents related to a corporation that are not addressed by subsection (a)(1), shall be signed: (A) By any authorized officer of the corporation; (B) if it appears from the document that there are no such officers, by a majority of the directors or by such directors as may be designated by the board; (C) if it appears from the document that there are no such officers or directors, by the holders of record, or such of them as may be designated by the holders of record, of a majority of all outstanding shares of stock; or (D) by the holders of record of all outstanding shares of stock.

(b) Documents related to limited liability companies shall be executed in the following manner: All documents shall be signed by one or more authorized persons. Unless otherwise provided in an operating agreement, any person may sign the articles, any certificate, any amendment thereof, or enter into an operating agreement or amendment thereof by an agent.

(c) Documents related to limited partnerships shall be executed in the following manner:

(1) An initial certificate of limited partnership must be signed by all general partners;

(2) a certificate of amendment must be signed by at least one general partner and by each other general partner who is designated in the certificate of amendment as a new general partner; and

(3) a certificate of cancellation must be signed by all general partners or, if there is no general partner, by a majority of the limited partners.

(d) Documents related to limited liability partnerships shall be executed by an authorized person.

History: L. 2014, ch. 121, § 8; L. 2016, ch. 110, § 130; July 1.

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17-7909. Execution of filing constitutes an oath. (a) The execution of any document required to be filed by chapter 17 of the Kansas Statutes Annotated, and amendments thereto, and by this act with the secretary of state shall constitute an oath or affirmation, under the penalties of perjury, that the facts stated in the document are true and that any power of attorney used in connection with the execution is in proper form and substance.

(b) This section shall take effect on and after January 1, 2015.

History: L. 2014, ch. 121, § 9; July 1.

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17-7910. Filing process; signatures; tender of taxes and fees; certification by secretary of state; evidence of authority to file not required. When any document is required by this act to be filed with the secretary of state, such requirement means that:

(a) The original signed document shall be delivered to the office of the secretary of state, where the document shall be recorded in an electronic medium. Any signature on documents authorized to be filed with the secretary of state under the provisions of this act may be a facsimile, a conformed signature, an electronic signature or an electronically transmitted signature;

(b) all taxes and fees authorized by law to be collected by the secretary of state in connection with the filing of the document shall be tendered to the secretary of state;

(c) upon delivery of the document, and upon tender of the required taxes and fees, the secretary of state shall, if the secretary of state finds that the document conforms to law, certify that the document has been filed in the office of the secretary of state by endorsing upon the electronically recorded document the word "Filed" and the date and hour of its filing. This endorsement is the "filing date" of the document and is conclusive of the date and time of its filing in the absence of actual fraud. The secretary of state shall thereupon record the endorsed document in an electronic medium and that electronic document shall become the original document; and

(d) the secretary of state shall return a certified copy of the recorded document to the person who filed the document or that person's representative, except this provision shall not apply to business entity information reports.

(e) A person who executes any document required by this act to be filed with the secretary of state, including a person who executes such document as an agent or fiduciary, shall not be required to exhibit evidence of the person's authority as a prerequisite to filing such documents with the secretary of state.

History: L. 2014, ch. 121, § 10; L. 2015, ch. 65, § 13; L. 2021, ch. 61, § 31; L. 2021, ch. 61, § 32; January 1, 2023.

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17-7911. Effective date. Any document that is required by this act to be filed with the secretary of state shall be effective upon its filing date. Any document may provide that it is not to become effective until a specified date subsequent to its filing date, but such date shall not be later than 90 days after its filing date. If any document filed in accordance with this act provides for a future effective date and the transaction is terminated or its terms are amended to change the future effective date prior to the future effective date, the document shall be terminated or amended by the filing, prior to the future effective date, of a certificate of termination or a certificate of amendment of the original document, executed and filed in accordance with this section. The certificate shall identify the document which has been terminated or amended, and shall state that the document has been terminated or the manner in which it has been amended.

This section shall take effect on and after January 1, 2015.

History: L. 2014, ch. 121, § 11; July 1.

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17-7912. Correction of inaccurate filing, administrative errors. (a) When any document that is required by this act to be filed with the secretary of state has been so filed and is an inaccurate record of the covered entity action therein referred to, or was defectively or erroneously executed, such document may be corrected by filing with the secretary of state a certificate of correction of such document which shall be executed and filed in accordance with this act. The certificate of correction shall specify the inaccuracy or defect to be corrected and shall set forth the portion of the document in corrected form. In lieu of filing a certificate of correction, the document may be corrected by filing with the secretary of state a corrected document which shall be executed and filed in accordance with this act. A fee equal to the fee payable to the secretary of state if the document being corrected were then being filed shall be paid and collected by the secretary of state. The corrected document shall be specifically designated as such in its heading, shall specify the inaccuracy or defect to be corrected, and shall set forth the entire document in corrected form. A document corrected in accordance with this section shall be effective as of the date the original document was filed, except as to those persons who are substantially and adversely affected by the correction and as to those persons, the corrected document shall be effective from the filing date.

(b) The secretary of state may correct the secretary's own errors on the secretary's own motion.

History: L. 2014, ch. 121, § 12; L. 2015, ch. 65, § 14; July 1.

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17-7913. Secretary of state not liable; not required to file documents not conforming to law. The secretary of state is not required to file any document that the secretary of state finds, on its face, does not conform to law. If any document required to be filed by this act with the secretary of state is filed and is inaccurately, defectively or erroneously executed or otherwise defective in any respect, the secretary of state shall not be liable to any person for the preclearance for filing, the acceptance for filing or the filing and indexing of such document.

This section shall take effect on and after January 1, 2015.

History: L. 2014, ch. 121, § 13; July 1.

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17-7914. Filing by telefacsimile or electronic communication. (a) Any document required to be filed by this act with the secretary of state may be filed by telefacsimile or electronic communication. If such telefacsimile or electronic communication is accompanied with the appropriate fees, and meets the statutory requirements, it shall be effective upon its filing date or future effective date as prescribed in the document. The secretary of state shall prescribe a telefacsimile or electronic communication fee in addition to any filing fees to cover the cost of the services. The fee must be paid prior to acceptance of a telefacsimile or electronic communication under this section. The telefacsimile or electronic communication fee shall be deposited into the information and services fee fund.

(b) As used in this act, "telefacsimile or electronic communication" means the use of electronic equipment to send or transfer a document, including attachment to an electronic mail or direct upload. This section shall not be construed so as to require the secretary of state to accept any filing through any particular means. The secretary of state may designate acceptable types or formats of telefacsimile or electronic communication for filing documents pursuant to this act.

History: L. 2014, ch. 121, § 14; L. 2023, ch. 66, § 59; July 1.

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17-7915. Service of process on covered entity or series of a limited liability company. Service of process in any action against a covered entity or a series of a limited liability company shall be made in the manner described in K.S.A. 60-304, and amendments thereto.

History: L. 2014, ch. 121, § 15; L. 2019, ch. 47, § 44; July 1.

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17-7916. Attorneys-in-fact and power of attorney; irrevocable power of attorney. (a) Unless otherwise provided in a covered entity's public organic document or organic rules, any person may sign any document filed with the secretary of state pursuant to this act by an attorney-in-fact, but a power of attorney to sign a certificate relating to the admission of a general partner must describe the admission. Powers of attorney relating to the signing of a document by an attorney-in-fact need not be filed in the office of the secretary of state but must be retained by the covered entity.

(b) For all purposes of the laws of the state of Kansas, unless otherwise provided in a covered entity's public organic document or organic rules, a power of attorney with respect to any document filed with the secretary of state pursuant to the business entity standard treatment act, K.S.A. 17-7901 et seq., and amendments thereto, shall be irrevocable if the power of attorney states that it is irrevocable and it is coupled with an interest sufficient in law to support an irrevocable power. Such irrevocable power of attorney, unless otherwise provided therein, or in a covered entity's public organic document or organic rules, shall not be affected by the subsequent death, disability, incapacity, dissolution, termination of existence or bankruptcy of, or any other event concerning, the principal.

History: L. 2014, ch. 121, § 16; L. 2015, ch. 65, § 15; L. 2019, ch. 47, § 45; July 1.

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17-7917. Failure or refusal to execute document; court to order execution. If a person required by this act to execute any document fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the district court to direct the execution of the document. If the court finds that it is proper for the document to be executed and that the person required to execute the document has failed or refused to do so, the court shall order the secretary of state to record an appropriate document.

This section shall take effect on and after January 1, 2015.

History: L. 2014, ch. 121, § 17; July 1.

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17-7918. Names of covered entities or foreign covered entities; permitted names in general. (a) Except as otherwise provided in subsection (b), the names of all covered entities, except for banks, savings and loan associations and savings banks, must be distinguishable on the records of the office of the secretary of state from:

(1) The name of any other covered entity or foreign covered entity;

(2) the name of any non-covered entity, other than a general partnership, that has filed with the office of the secretary of state, including a series of a limited liability company for which a certificate of designation has been filed;

(3) any entity name reserved pursuant to K.S.A. 17-7923, and amendments thereto; and

(4) the name of any other covered entity, series of a limited liability company or foreign covered entity whose public organic documents, certificate of designation or foreign registration has been canceled or forfeited for any reason within the previous one year.

(b) A covered entity may register under any name that is not distinguishable on the records of the office of the secretary of state from the name of any other covered entity or non-covered entity that has filed with the office of the secretary of state with the written consent of the other entity, which written consent shall be filed with the secretary of state on a form prescribed by the secretary of state.

(c) A covered entity may use a name that is not distinguishable from a name described in subsection (a)(1) through (3) if the entity delivers to the secretary of state a certified copy of a final judgment of a court of competent jurisdiction establishing the right of the entity to use the name in this state.

History: L. 2014, ch. 121, § 18; L. 2015, ch. 65, § 16; L. 2016, ch. 110, § 131; L. 2019, ch. 47, § 46; L. 2023, ch. 66, § 60; July 1.

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17-7919. Name requirements for corporations. (a) The name of a corporation, except for banks, savings and loan associations, savings banks and public benefit corporations, shall contain:

(1) One of the following words: "Association"; "church" or well-recognized words for religious institutions; "college"; "company"; "corporation"; "club"; "foundation"; "fund"; "incorporated"; "institute"; "society"; "union"; "university"; "syndicate" or "limited";

(2) one of the following abbreviations: "Co."; "corp."; "inc." or "ltd."; or

(3) words or abbreviations of like import in other languages if they are written in Roman characters or letters.

(b) The name of a public benefit corporation shall contain either or both of one of the words, abbreviations or designations in subsection (a) or:

(1) The words "public benefit corporation";

(2) the abbreviation "P.B.C.";

(3) the designation "PBC"; or

(4) words or abbreviations of like import in other languages if they are written in Roman characters or letters.

History: L. 2014, ch. 121, § 19; L. 2016, ch. 110, § 132; L. 2017, ch. 71, § 13; L. 2023, ch. 66, § 61; July 1.

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17-7920. Name requirements for limited liability companies. (a) The name of a limited liability company shall contain:

(1) One of the following phrases: "limited liability company" or "limited company";

(2) one of the following abbreviations: "L.L.C." or "L.C."; or

(3) one of the following designations: "LLC" or "LC."

(b) The name of a limited liability company may contain the name of a member or manager.

(c) The name of a limited liability company may contain one or more of the following words: "Company"; "association"; "club"; "foundation"; "fund"; "institute"; "society"; "union"; "syndicate"; "limited"; "trust" or abbreviations of like import.

(d) This section shall take effect on and after January 1, 2015.

History: L. 2014, ch. 121, § 20; July 1.

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17-7921. Name requirements for limited partnerships. (a) The name of each limited partnership, as set forth in its certificate of limited partnership, shall contain the words "Limited Partnership" or the abbreviation "L.P." or "LP";

(b) The name of each limited partnership, as set forth in its certificate of limited partnership, may not contain the name of a limited partner unless:

(1) The name of the limited partner is also the name of a general partner or the corporate name of a corporate general partner; or

(2) the business of the limited partnership had been carried on under that name before the admission of that limited partner.

(c) The name of each limited partnership, as set forth in its certificate of limited partnership, may contain the following words: "Company"; "association"; "club"; "foundation"; "fund"; "institute"; "society"; "union"; "syndicate"; "limited"; or "trust" or abbreviations of similar import.

(d) This section shall take effect on and after January 1, 2015.

History: L. 2014, ch. 121, § 21; July 1.

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17-7922. Name requirements for limited liability partnerships. The name of a limited liability partnership must end with "registered limited liability partnership," "limited liability partnership," "R.L.L.P.," "L.L.P.," "RLLP" or "LLP."

This section shall take effect on and after January 1, 2015.

History: L. 2014, ch. 121, § 22; July 1.

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17-7923. Reservation of exclusive right to entity name. (a) The exclusive right to the use of an entity name or, as applicable, the name of a series of a limited liability company, may be reserved by:

(1) Any person intending to organize a covered entity under the laws of this state;

(2) any domestic limited liability company or any person intending to organize a domestic limited liability company, intending to file a certificate of designation to form a series of any such limited liability company;

(3) any domestic covered entity intending to change its name or intending to change the name of a series for which a certificate of designation has been filed;

(4) any foreign covered entity intending to make application for a certificate of authority to transact business in this state;

(5) any foreign covered entity authorized to transact business in this state, and intending to change its name; and

(6) any person intending to organize a foreign covered entity, and intending to have such entity make application for a certificate of authority to transact business in this state.

(b) The reservation shall be made by filing with the secretary of state an application to reserve a specific covered entity name or the name of a series of a domestic limited liability company, executed by the applicant. The reservation may be filed by telefacsimile communication as prescribed by K.S.A. 17-7914, and amendments thereto. If the secretary of state finds that the name is available, the secretary of state shall reserve the same for the exclusive use of the applicant for a period of 120 days.

(c) The right to exclusive use of a specified entity name or the name of a series of a domestic limited liability company, reserved pursuant to this section, may be transferred to any other person or covered entity by filing in the office of the secretary of state, a notice of such transfer, executed by the applicant for whom the name was reserved, and specifying the name and address of the transferee.

History: L. 2014, ch. 121, § 23; L. 2019, ch. 47, § 47; July 1, 2020.

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17-7924. Registered office; requirements to maintain; references in documents. (a) Every covered entity shall have and maintain in this state a registered office that may, but need not be, the same as its place of business.

(b) Whenever the term "principal office or place of business in this state" or "principal office or place of business of the (applicable covered entity) in this state," or other term of like import, is or has been used in the covered entity's public organic documents, or in any other document or in any statute other than the Kansas uniform commercial code, unless the context indicates otherwise, it shall be deemed to mean and refer to the covered entity's registered office required by this section, and it shall not be necessary for any covered entity to amend its public organic documents or any other document to comply with this section.

(c) As contained in any covered entity's organic documents or other document filed with the secretary of state under the business entity standard treatment act, the postal address of a registered office shall include the building and suite number, street name or rural route number with box number, city, state and zip code.

History: L. 2014, ch. 121, § 24; L. 2016, ch. 110, § 133; L. 2023, ch. 66, § 62; July 1.

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17-7925. Resident agent; requirement to maintain; references in documents. (a) Every covered entity shall have and maintain in this state a resident agent, which agent may be either:

(1) The covered entity itself;

(2) an individual resident in this state;

(3) a domestic corporation, a domestic limited partnership, a domestic limited liability partnership, a domestic limited liability company or a domestic business trust; or

(4) a foreign corporation, a foreign limited partnership, a foreign limited liability partnership, a foreign limited liability company or a foreign business trust.

(b) Every resident agent for a covered entity shall:

(1) If a domestic entity, be in good standing and maintain a business office identical with the registered office that is generally open, or if an individual, be generally present at a designated location in this state at sufficiently frequent times to accept service of process and otherwise perform the functions of a resident agent;

(2) if a foreign entity, be authorized to transact business in this state;

(3) accept service of process and other communications directed to the covered entity for which it serves as resident agent and forward the same to the covered entity to which the service or communication is directed; and

(4) forward to the covered entity for which it serves as a resident agent documents sent by the secretary of state.

(c) Unless the context otherwise requires, whenever the term "resident agent" or "registered agent" or "resident agent in charge of a (applicable covered entity's) principal office or place of business in this state," or other term of like import that refers to a covered entity's agent required by statute to be located in this state, is or has been used in a covered entity's public organic documents, or in any other document, or in any statute, it shall be deemed to mean and refer to the covered entity's resident agent required by this section, and it shall not be necessary for any covered entity to amend its public organic documents, or any other document, to comply with this section.

History: L. 2014, ch. 121, § 25; L. 2016, ch. 110, § 134; L. 2025, ch. 95, § 31; July 1.

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17-7926. Change of registered office or resident agent. (a) Any covered entity, by action of its governing body or by any other means set forth in its organic rules, may change the location of its registered office in this state to any other place in this state and the resident agent may be changed to any other person described in K.S.A. 17-7925(a), and amendments thereto. A certificate certifying the change shall be executed and filed with the secretary of state in accordance with K.S.A. 17-7908 through 17-7910, and amendments thereto.

(b) If a covered entity's resident agent dies or moves from the registered office, the entity shall designate and certify to the secretary of state the name and address of another resident agent, in the manner provided in subsection (a), within 30 days of such death or move. If no new resident agent is designated in the time and manner as provided in this subsection, service of legal process on such entity may be made as prescribed by K.S.A. 60-304, and amendments thereto. If any covered entity fails to designate a new resident agent as required by this subsection, the secretary of state, after giving 30 days notice of the intended action, may declare the entity's public organic document forfeited or, in the case of a foreign entity, the secretary may declare the foreign entity's authority to do business in this state forfeited.

(c) Any covered entity which files 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.

(d) This section shall take effect on and after January 1, 2015.

History: L. 2014, ch. 121, § 26; July 1.

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17-7927. Change of address of registered office by resident agent; change of name of resident agent. (a) A resident agent may change the address of the registered office of any covered entities for which such agent is resident agent to another address in this state by paying a fee if authorized by law, as provided by K.S.A. 17-7910, and amendments thereto, and filing with the secretary of state a certificate, executed by such resident agent, setting forth the names of all the covered entities represented by such resident agent, and the address at which such resident agent has maintained the registered office for each of such covered entities, and further certifying to the new address to which each such registered office will be changed on a given day, and at which new address such resident agent will thereafter maintain the registered office for each of the covered entities recited in the certificate. Thereafter, or until further change of address, as authorized by law, the registered office in this state of each of the covered entities for which it is a resident agent shall be located at the new address of the resident agent thereof as given in the certificate.

(b) Whenever the location of a resident agent's office is moved to another room or suite within the same structure and such change is reported in writing to the secretary of state, no fee shall be charged for recording such change on the appropriate records on file with the secretary of state.

(c) In the event of a change of name of any person or entity acting as resident agent in this state, such resident agent 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, executed by such resident agent, setting forth the new name of such resident agent, the name of such resident agent before it was changed, the names of all the covered entities represented by such resident agent, and the address at which such resident agent has maintained the registered office for each of such covered entities. A change of name of any person or entity acting as a resident agent as a result of the following shall be deemed a change of name for purposes of this section:

(1) A merger or consolidation of the resident agent, with or into another entity that succeeds to its assets by operation of law;

(2) the conversion of the resident agent into another person; or

(3) a division of the resident agent in which an identified resulting person succeeds to all of the assets and liabilities of the resident agent related to its resident agent business pursuant to the plan of division, as set forth in the certificate of division.

(d) In the event of both a change of name of any person or entity acting as resident agent for any covered entity and a change of address, such resident agent 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, executed by such resident agent, setting forth the new name of such resident agent, the name of such resident agent before it was changed, the names of all the covered entities represented by such resident agent and the address at which such resident agent has maintained the registered office for each such covered entity, and further certifying to the new address to which each such registered office will be changed on a given day, and at which new address such resident agent will thereafter maintain the registered office for each of the covered entities recited in the certificate. Upon the filing of such certificate, and thereafter, or until further change of address or change of name, as authorized by law, the registered office in this state of each of the covered entities recited in the certificate shall be located at the new address of the resident agent as given in the certificate and the change of name shall be effective.

History: L. 2014, ch. 121, § 27; L. 2016, ch. 110, § 135; L. 2025, ch. 95, § 32; July 1.

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17-7928. Resignation of resident agent; appointment of successor. (a) The resident agent of one or more covered entities may resign and appoint a successor resident agent by paying a fee if authorized by law, as provided by K.S.A. 17-7910, and amendments thereto, and filing a certificate with the secretary of state, stating that the resident agent resigns and the name and address of the successor agent in accordance with K.S.A. 17-7924, and amendments thereto. There shall be attached to such certificate a statement executed by each affected covered entity ratifying and approving such change of resident agent. Upon such filing, the successor resident agent shall become the resident agent of such covered entities as have ratified and approved such substitution and the successor resident agent's address, as stated in such certificate, shall become the address of each such covered entity's registered office in this state.

(b) 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.

History: L. 2014, ch. 121, § 28; L. 2016, ch. 110, § 136; July 1.

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17-7929. Resignation of resident agent; designation of successor; effect of failure to appoint successor; service of process. (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 the 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.

(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 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.

History: L. 2014, ch. 121, § 29; L. 2016, ch. 110, § 137; L. 2019, ch. 47, § 48; L. 2023, ch. 66, § 63; L. 2025, ch. 10, § 4; L. 2025, ch. 125, § 2; July 1.

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17-7930. Foreign covered entities; governing law. (a) Subject to the constitution of the state of Kansas:

(1) The laws of the state, territory, possession, county or other jurisdiction under which a foreign covered entity is organized govern its organization and internal affairs and the liability of its members and governors; and

(2) a foreign covered entity may not be denied registration by reason of any difference between those laws and the laws of the state of Kansas.

(b) Registration with the secretary of state does not authorize a foreign covered entity to engage in any business or exercise any power that a covered entity may not engage in or exercise in this state as a foreign covered entity.

(c) A foreign covered entity may conduct or promote any lawful business or purposes, except as otherwise provided by the laws of this state.

(d) This section shall take effect on and after January 1, 2015.

History: L. 2014, ch. 121, § 30; July 1.

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17-7931. Registration of foreign covered entities with secretary of state. 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 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

(h) the date on which the foreign covered entity first did, or intends to do, business in the state of Kansas.

History: L. 2014, ch. 121, § 31; L. 2015, ch. 65, § 17; L. 2016, ch. 110, § 138; L. 2024, ch. 45, § 15; July 1.

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17-7932. Doing business in Kansas; classification of activities. (a) Activities of a foreign covered entity which do not constitute doing business within the meaning of K.S.A. 17-7931, and amendments thereto, include:

(1) Maintaining, defending or settling an action or proceeding;

(2) holding meetings or carrying on any other activity concerning its internal affairs;

(3) maintaining bank accounts;

(4) maintaining offices or agencies for the transfer, exchange or registration of the covered entity's own securities or maintaining trustees or depositories with respect to those securities;

(5) selling through independent contractors;

(6) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;

(7) selling, by contract consummated outside the state of Kansas, and agreeing, by the contract, to deliver into the state of Kansas machinery, plants or equipment, the construction, erection or installation of which within the state requires the supervision of technical engineers or skilled employees performing services not generally available, and as part of the contract of sale agreeing to furnish such services, and such services only, to the vendee at the time of construction, erection or installation;

(8) creating, as borrower or lender, or acquiring indebtedness with or without a mortgage or other security interest in property;

(9) securing or collecting debts or foreclosing mortgages or other security interests in property securing the debts, and holding, protecting and maintaining property so acquired;

(10) conducting an isolated transaction that is completed within 30 days and is not one in the course of similar transactions of like nature; and

(11) transacting business in interstate commerce.

(b) A person shall not be deemed to be doing business in the state of Kansas solely by reason of being a member, stockholder, limited partner or governor of a domestic covered entity or a foreign covered entity.

(c) This section does not apply in determining whether a foreign covered entity is subject to service of process, taxation or regulation under any other law of this state.

History: L. 2014, ch. 121, § 32; L. 2015, ch. 65, § 18; July 1.

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17-7933. Name requirements for foreign covered entities. (a) Except as otherwise provided in subsection (b), the names of all foreign covered entities must be distinguishable on the records of the office of the secretary of state from:

(1) The name of any covered entity or foreign covered entity;

(2) the name of any non-covered entity, other than a general partnership, that has filed with the secretary of state, including a series of a limited liability company for which a certificate of designation has been filed;

(3) any entity name reserved pursuant to K.S.A. 17-7923, and amendments thereto; and

(4) the name of any other covered entity, series of a limited liability company or foreign covered entity whose public organic document, certificate of designation or foreign registration has been canceled or forfeited for any reason within the previous one year.

(b) A foreign covered entity may register under any name that is not distinguishable on the records of the office of the secretary of state from the name of any other covered entity or non-covered entity that has filed with the office of the secretary of state:

(1) With the written consent of the other entity, which shall be filed with the secretary of state on a form prescribed by the secretary of state; or

(2) if the foreign covered entity indicates, as a means of identification and in its advertising within this state, the state in which the foreign covered entity was formed, and the application sets forth this condition.

History: L. 2014, ch. 121, § 33; L. 2015, ch. 65, § 19; L. 2019, ch. 47, § 49; L. 2023, ch. 66, § 64; July 1.

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17-7934. Registered office and resident agent requirements for foreign covered entities; changes. (a) Every foreign covered entity shall have and maintain in this state a registered office and a resident agent in the same manner as prescribed by K.S.A. 17-7924 and 17-7925, and amendments thereto.

(b) Any foreign covered entity that has qualified to do business in this state may change its registered office or resident agent in the manner prescribed in K.S.A. 17-7926, and amendments thereto.

(c) Any resident agent may change the address of the foreign covered entity's registered office in the manner prescribed by K.S.A. 17-7927, and amendments thereto.

(d) Any resident agent designated by a foreign covered entity as its resident agent for service of process may resign pursuant to the provisions of K.S.A. 17-7928 or 17-7929, and amendments thereto.

History: L. 2014, ch. 121, § 34; L. 2015, ch. 65, § 20; L. 2016, ch. 110, § 139; July 1.

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17-7935. Corrections to application for registration of a foreign covered entity. If any statement in the application for registration of a foreign covered entity was false in any material respect when made or any arrangements or other facts described have changed, making the application inaccurate in any material respect, the foreign covered entity shall file promptly with the secretary of state a certificate, executed by an authorized person, correcting the statement, together with a fee if authorized by law, as provided by K.S.A. 17-7910, and amendments thereto.

This section shall take effect on and after January 1, 2015.

History: L. 2014, ch. 121, § 35; July 1.

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17-7936. Withdrawal of registration by foreign covered entity. (a) A foreign covered entity may cancel its registration by filing with the secretary of state a certificate of cancellation executed by an authorized person, together with a fee if authorized by law, as provided by K.S.A. 17-7910, and amendments thereto, and the business entity information report and required fee. The certificate of cancellation shall state that the foreign covered entity surrenders its authority to transact business in the state of Kansas and withdraws therefrom. The certificate of cancellation shall provide the address to which the secretary of state may mail any process against the foreign covered entity that may be served upon the secretary of state. A cancellation does not terminate the authority of the secretary of state to accept service of process on the foreign covered entity with respect to causes of action arising out of the doing of business in the state of Kansas.

(b) The filing of a certificate of dissolution or certificate of cancellation issued by the proper official of the state or other jurisdiction in which a foreign covered entity is organized shall have the same effect as the filing of a certificate of cancellation as provided for in subsection (a) above.

History: L. 2014, ch. 121, § 36; L. 2021, ch. 61, § 33; January 1, 2023.

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17-7937. Action by attorney general to enjoin or restrain a foreign covered entity. The district court shall have jurisdiction to enjoin any foreign covered entity, or any agent of a foreign covered entity, from doing any business in the state of Kansas if the foreign covered entity has failed to register under this act or if such foreign covered entity has secured a certificate from the secretary of state under K.S.A. 17-7910 and 17-7931, and amendments thereto, on the basis of false or misleading representations. The attorney general, upon the attorney general's own motion or upon the relation of proper parties, may maintain an action to restrain a foreign covered entity from transacting business in this state in violation of the provisions of this act.

History: L. 2014, ch. 121, § 37; L. 2015, ch. 65, § 21; July 1.

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17-7938. Certified copy of document, evidentiary effect. A certified copy of any document from the secretary of state conclusively establishes that the original document is on file with the secretary of state.

This section shall take effect on and after January 1, 2015.

History: L. 2014, ch. 121, § 38; July 1.

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17-7939. Severability clause. If any provision of this act or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of the act which can be given effect without the invalid provision or application. To this end, the provisions of this act are severable.

This section shall take effect on and after January 1, 2015.

History: L. 2014, ch. 121, § 39; July 1.

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17-7940. Removal of residence address from public record, when; form; confidentiality; duties of secretary of state and covered entities. (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.

History: L. 2024, ch. 45, § 1; July 1.