Forming a Kansas corporation can be an exciting endeavor. This is one of the first steps in presenting your brand to the public and becoming a functioning business entity with the state of Kansas. Starting your new business can come with many decisions, so to give your company its best start, you’ll want to learn as much as you can about starting your corporation in Kansas.
How do I form a corporation in Kansas?
Steps to form your Kansas Corporation
- Name Your Corporation
- Appoint Directors
- Choose an Kansas registered agent
- File the Kansas Articles of Incorporation
- Create Corporate Bylaws
- Draft a Shareholder Agreement
- Issue Shares of Stock
- Apply for Necessary Kansas Business Permits or Licenses
- File for an EIN and Review Tax Requirements
- Submit your corporation’s first report
To start a corporation in Kansas, you must file the Articles of Incorporation with the Secretary of State and pay a filing fee. However, before this, you’ll need to name your corporation, appoint a few key members within the business, and determine what structure is best for your company in Kansas.
To simplify the process of forming a corporation in the state of Kansas, we’ve put together 10 easy steps to form your business:
Step 1: Name Your Corporation
It’s time to choose a name for your Kansas corporation. Brainstorm a few names and consider what you want your name to convey. There are also a few guidelines you will need to follow to meet state requirements for naming your Kansas corporation.
According to the Kansas law, unless your business is a bank or savings and loan association, it must contain one of the following within the name: “Association,” “Church,” “College,” “Company,” “Corporation,” “Club,” “Foundation,” “Fund,” “Incorporated,” “Institute,” “Society,” “Union,” “University,” “Syndicate,” “Limited,” “Co.,” “Corp.,” “Inc.,” or “Ltd.” (or words and abbreviations in another language with the same meaning).
In addition, the name must be unique — it has to make you identifiable and cannot be confused with another corporation in the state. The name must exclude words that would make it seem like a government entity, such as “State Department” or “Treasury.”
Once you have picked a name, it’s time to check for its availability. You can do this on the Kansas Secretary of State website. Once you find a name free for the taking, you should think about reserving it for up to 120 days. If the business has not been filed within 120 days, the name is forfeited and can be snagged by another business. You can reserve it online for $30 or mail it with a $35 fee to:
Kansas Office of the Secretary of State
Memorial Hall, 1st Floor
120 S.W. 10th Avenue
Topeka, KS 66612-1594
It’s important to ensure your new business name is free of trademarks so that you won’t be infringing on any copyrights. Even if you can legally use a business name, you could be sued or legally asked to stop using it. Trademarks protect things like company names, slogans, or logos.
Usually, it’s easier and faster to register a trademark at the state level, but a federal trademark offers more protection for your business. This can add more peace of mind, and it keeps you covered if you do business outside of the state of Kansas.
As a corporation owner, you can also think about using a “doing business as” (DBA) name. This step allows you to use a different business name without refiling with the state. While Kansas does not require you to register your DBA name, consider registering a trademark so that another party cannot file your DBA name.
Step 2: Appoint Directors
Next, you’ll need to appoint directors for your Kansas corporation. A board of directors will oversee the corporation, get it started, and make key business decisions. Usually, the business’s initial incorporators choose board members to oversee the corporation.
In Kansas, you are required to have one or more board members to oversee your corporation.
While a person can have more than one role within a corporation, they are distinct roles. The incorporator(s) start the business and file its paperwork. Shareholders provide funds to start the business and own portions of the brand. (A person can be both an incorporator and a shareholder, or they can be one or the other.) The board of directors oversees the company.
When starting the business, it’s a good idea to hold a meeting among incorporators to discuss potential board members, draft bylaws, and determine the company share structure.
Step 3: Choose an Kansas Registered Agent
Now, it’s time to choose a resident agent, referred to as a “registered agent” in most states, for your Kansas corporation. A registered agent is a person or business that acts as your business’s contact person for legal notices and state correspondence. They will receive important documents and deadlines for filing.
A registered agent can be an incorporator or another person involved in the business. Your registered agent needs to be at least 18 years of age, a Kansas resident, and legal to conduct business in the state. They must have a “registered office” with a street address within Kansas; a P.O. box is not acceptable. The agent must be available during normal business hours.
Another option that’s often preferred is using a registered agent service. Because the registered agent must include a physical address, many business owners prefer to use a registered agent service to help keep their home address out of the public record.
Step 4: File the Kansas Articles of Incorporation
It’s time to file your Articles of Incorporation. The Articles of Incorporation include important company information, such as the industry and type of business, mailing address, registered agent, and those who are allowed to conduct business on the corporation’s behalf. You’ll also need to list the tax closing month or when your corporation chooses to start its fiscal year. (This can be decided during your initial meeting with other incorporators.) Finally, you’ll list shares of stock that the company is authorized to issue.
Shares or stock are portions of the corporation, and these are owned by the shareholders. Stocks can be traded on a stock exchange. You’ll need to list a par value or the minimum that must be invested to receive stock and what it can be purchased or traded for.
The two main types of stock are common and preferred. Common stock comes with business ownership and voting rights, while preferred stock does not usually allow the owner to vote on business decisions. It’s good to look at your industry when determining these stock types for a successful path forward with board members and shareholders.
The Articles of Incorporation form can be printed and mailed to:
Memorial Hall, 1st Floor
S.W. 10th Avenue
Topeka, KS 66612-1594
Filing your Articles of Incorporation is $85 online or $90 by mail. Nonprofits are charged a $20 filing fee. When mailing your form, include a check or money order. Returned checks are subject to a $25 fee.
Step 5: Create Corporate Bylaws
Corporate bylaws put it all in writing: What’s expected of the business and those involved will be listed in your corporate bylaws.
Kansas does not require bylaws to be written or filed with the state. However, it’s good practice, regardless of the state requirement. Bylaws help protect all involved. Without them, there can be much left to interpretation. Ensure everyone is on the same page with a document that can be referenced.
Corporate bylaws should include meeting procedures, the number and classes of stock, rules for removing board members, terms of service, how many meetings per year are to be held, how to call an emergency meeting, and other important events. Nonprofits should also include text outlining payment structure to employees and donation funding.
Step 6: Draft a Shareholder Agreement
Your corporation’s shareholder agreement is a document that lists shareholders, their contact information, and how to move forward with changes in the business. Create your document with items like:
- Contact information of all shareholders
- Requirements of shareholders (how they are appointed and their responsibilities within the business)
- Voting rights and how voting decisions are made
- How changes to the original document can be made
- How users can trade or sell stock
- Required financial input by stockholders
- A detailed outline of fund distribution, including schedules
- What takes place should the business close
Create this document to keep all shareholders on the same page with what’s taking place in your Kansas corporation.
Step 7: Issue Shares of Stock
Now, it’s time to issue shares of stock. This is a necessary step for forming your Kansas corporation. Issuing shares of stock means that your investors own a portion of the company and are eligible for the rights listed in the shareholder agreement.
Legally, your company has to track who owns what portion of the business. This will be listed and shared in your annual report, where you’ll list who was issued shares and if any were sold or transferred in the previous fiscal year. The number of shares issued should always be equal to or less than the number your company is allotted (the number you provided when filling out the Articles of Incorporation).
Your Kansas corporation can be public or private. Usually, a private company is owned by its founders, whereas public companies have shares that can be purchased by the public. Public companies’ stock can be traded or sold on the stock market, whereas private companies’ stock is only for sale privately.
Per the U.S. Securities and Exchange Commission (SEC), public companies must display current information regarding income and inventory. Private companies do not have to offer this same data.
Step 8: Apply for Necessary Business Permits or Licenses
It’s time to file for necessary permits or licenses to get your corporation in good standing with the state of Kansas. This is not a one-size-fits-all, however. The licenses required will vary based on your industry and even your county or city in Kansas. There is no statewide general business license, although some cities require one.
Learn more about the various state permits on the Kansas Secretary of State website. You can also look to the help of ZenBusiness to research the permits or licenses you’ll need to get your Kansas corporation running.
Step 9: File for an EIN and Review Tax Requirements
Obtaining your Employer Identification Number (EIN) is another important step in starting your Kansas corporation. This is a unique identifier that identifies your company with the IRS and allows you to open financial accounts, such as a business bank account, and pay taxes.
Apply for one on the IRS website. Getting an EIN is free and can be done online, via fax, or by mail. Online applicants can start using their EIN within a few minutes of filling out the form.
Filing by fax takes approximately four business days. Applications can be printed, filled out, and faxed to 855-641-6953.
Mailed applications take approximately four weeks to process. Applications can be mailed to:
Internal Revenue Service
Attn: EIN International Operation
Cincinnati, OH 45999
Step 10: Submit Your Corporation’s First Report
Now that your business is ready to move forward, it’s time to file your first report with the state of Kansas. This is annual documentation that will be filed with your taxes each year. The annual report is due by April 15, covering the previous calendar year.
Each year, the report will be filed with a $50 fee online or $55 when submitting by mail. Nonprofit reports come with a $40 filing fee. There is no fee for submitting late; however, after 90 days, the business can be forfeited in the state of Kansas.
When submitting via mail, send to:
Kansas Office of the Secretary of State
Memorial Hall, 1st Floor
120 S.W. 10th Avenue
Topeka, KS 66612-1594
How much does it cost to start a corporation in Kansas?
In Kansas, it costs $85 to start a corporation or $90 when filing by mail. Nonprofit organizations can get started with a $20 fee. Annual fees come with filing your yearly report, which is $50 online, $55 by mail, or $40 for nonprofits.
Additional licenses and associated fees may be required for your Kansas corporation, depending on your industry.
Streamline the filing process for your Kansas corporation with the help of ZenBusiness. Our team of trained professionals is ready to help make your corporation a reality — and keep it in good standing in the state of Kansas for years to come.
What are the benefits of a corporation in Kansas?
Having your corporation in the state of Kansas can come with many benefits. There are minimal fees and requirements for a Kansas corporation compared to other states. In addition, a corporation can help you:
- Protect personal assets (or assets associated with a different corporation)
- Establish an official business and put you in good standing with the state of Kansas
- Be recognized in and outside of the United States
- Issue stock
Potential disadvantages include red tape or seemingly long steps associated with starting and running a corporation. There can also be double taxation, depending on the type of corporation you file as and your distribution schedule.
How is a Kansas corporation taxed?
In the state of Kansas, there are a few tax structures associated with corporations:
- C corporation: With a C corporation, the business files its own tax return. This leads to “double taxation,” as the business pays on its income, and then its shareholders are also taxed on their share of the corporate profits on their individual tax returns.
- S corporation: With an S corporation, the business itself does not pay taxes. Profits are distributed to owners and/or shareholders, who claim that income on their personal taxes.
- Nonprofit corporation: Nonprofit corporations can apply to be exempt from federal taxes when following strict guidelines. Their workers still pay taxes on their salaries from the company.
Kansas Corporation FAQs
Does running a corporation in Kansas involve more paperwork than running other types of businesses?
Yes. Although some of the steps in forming a corporation seem similar to the paperwork involved with starting an LLC, for example, there is additional paperwork, like corporate bylaws and shareholder agreements.
What is the difference between an LLC and a corporation in Kansas?
In general, a corporation requires more information, such as shareholders and stock data, and has a more rigid management structure than an LLC. LLCs are also usually pass-through entities, meaning the owners only pay taxes on the business’s profits on their individual taxes instead of paying at both the business and personal levels.
How do I change my corporation’s name in Kansas?
You can change the name of your corporation in Kansas by filing a Business Entity Certificate of Amendment and paying a $35 filing fee.
How many people are needed to form a corporation in Kansas?
You need at least one person to file a corporation in the state of Kansas. However, more might be recommended, depending on the size of the business or industry.
Can I form my Kansas corporation online?
Yes. File your Kansas corporation paperwork online via the Secretary of State’s website.
How do I dissolve my Kansas corporation?
File a form with your intent to dissolve your Kansas corporation with the Secretary of State.
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