Kansas corporation amendments

How to Amend Kansas Articles of Incorporation

Kansas law requires corporations to keep vital information up to date. Learn how to amend your Articles of Incorporation and how we can help you stay compliant.

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Do you want to lawfully run your business as a corporation in Kansas? Your first step is to file Articles of Incorporation. If something about your business changes after you get started, don’t worry, you can keep the state up to date by filing an amendment to your Articles of Incorporation. Read on to learn how to file a Kansas Articles of Incorporation amendment, and how we can make the process much easier.

Need to form your business first? Check out our Kansas Incorporation service for more information. 

What Are Kansas Articles of Incorporation?

Your Articles of Incorporation (AOI) start your business and give your corporation the authority to conduct business in Kansas. The AOI tell the state how to contact your business, how you’ll raise capital, what your business does, and who’s involved in the formation of your business. But what happens when characteristics of your business change? You can — and in some cases must — alert the state about the changes by amending your Articles of Incorporation. 

If you haven’t reached the point of amending your Articles of Incorporation and you just want to know about how to start a corporation, you can visit our Kansas Corporation Formation service page mentioned earlier.

Step 1: Determine if you need to change your Kansas Articles of Incorporation

Your Articles of Incorporation provide the state with important, required information about your business, including:

  • Your corporation’s name
  • The address for your corporation’s registered office
  • The name of your corporation’s registered agent
  • The nature of your corporation’s business
  • The number of stock shares authorized for issuing
  • The existence or non-existence of par value for stock shares
  • The par value of stock shares 
  • The classes of stock shares and associated rights
  • The name and mailing address of the incorporators
  • The names and addresses of the directors if the incorporators’ authority ends after filing the Articles of Incorporation

While it’s not required, the Articles of Incorporation can also include information about how to run the business and regulations for the sale of stock. 

Providing the required information in your Articles of Incorporation makes conducting your business legal and gives the state and the public the ability to contact you regarding important business matters. For example, your registered agent and registered office play a crucial role in protecting your business. A registered agent must be available to receive service of process for your business and important correspondence from the state. If you don’t keep your registered agent’s name and address up to date, you run the risk of missing a deadline to defend your business in a legal action or missing important business compliance information from the Secretary of State. 

Step 2: Understand the potential penalties for not filing a Kansas Certificate of Incorporation Amendment

There are penalties for failing to file Articles of Incorporation amendments, and they can hit you in multiple ways. 

The Secretary of State provides a Certificate of Good Standing (CGS) to businesses that comply with all applicable filing requirements. If you don’t file an amendment to your Articles of Incorporation after a business change, you might be ineligible for a CGS. A CGS lets the public and potential investors know that your business is legitimate and responsible. Without a CGS, you may not be able to obtain loans or funding for your business. 

In some cases, your failure to file an amendment to your Articles of Incorporation can result in forfeiting your Articles of Incorporation or your authority to do business in Kansas. 

Step 3: Review the requirements for amending your Kansas Articles of Incorporation

In general, you need to file an amendment to your Articles of Incorporation when there are certain changes to the information required in your initial Articles of Incorporation. 

How you amend your Articles of Incorporation depends on when you make your amendment. In general, if your corporation hasn’t sold any stock at the time you’re making an amendment, a majority of directors or incorporators (if there are no directors) needs to adopt the amendment. In many cases where your corporation has already sold stock, your board of directors has to adopt a resolution for the amendment, and a majority of stockholders need to vote in favor of the amendment. 

Step 4: File your amendment

Once the amendment has been properly adopted, you fill out a Certificate of Amendment, certifying that the corporation properly adopted the amendment. If your corporation hasn’t sold any stock, you also certify that your corporation hasn’t sold stock (or doesn’t have members). You then file the signed Certificate of Amendment with the Secretary of State. You want to be as specific as possible in your Certificate of Amendment, and even if they aren’t required, you want to include relevant attachments with your Certificate. 

Business matters change fast, and staying on top of amendments can be a lot. But don’t fret. Our Worry-Free Compliance service helps you keep track of important filing events and provides support for getting back on track if you miss a filing. This service also includes up to two yearly amendments. With our registered agent service, we help you find a registered agent (also referred to as a “resident agent” in Kansas) that fits your business needs. We provide an amendment filing service

Rely on our support to keep your Kansas corporation updated

It’s important to remember to file your Certificates of Amendment. You don’t want the evolution of your business to also be its downfall. With tools from us, you can easily stay ahead of filing requirements to alert the state about changes and keep your business running smoothly. Our Corporation formation service, registered agent service, and amendment filing service provide you with business support that eases the pressure. 

Disclaimer: The content on this page is for information purposes only, and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.

FAQs

  • What entities need to file a Kansas amendment to Articles of Incorporation?

    Corporations need to file Certificates of Amendment for Articles of Incorporation. Additionally, limited liability companies (LLCs) need to file Certificates of Amendments for their Articles of Organization.

  • How much does it cost to file an amendment?

    The Secretary of State provides filing fees for different Certificates of Amendment at sos.ks.gov.

  • Who can file a Kansas corporation amendment?

    Depending on the situation, an incorporator, a majority of directors, a board-designated director, an authorized officer, an individual whom the incorporator acts for, or a majority of shareholders must sign the Certificate of Amendment. Once the Certificate of Amendment is properly signed, anyone can deliver the document to the Secretary of State.

  • Where do I file a Kansas corporation amendment?

    You file your corporation amendments with the Secretary of State.

  • Is a Kansas corporation amendment the same as an annual report?

    No. Annual reports generally require different information. Also, you must file an annual report at a specific time of year, regardless of whether there have been changes to information in your Articles of Incorporation. On the other hand, Certificates of Amendment are filed at whatever time there’s a change.

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