How to File a Kansas LLC or Corporation Amendment

No matter what kind of business you run, change is bound to happen. For Kansas limited liability companies (LLCs) and corporations, some of these changes must be reported to the Secretary of State’s office to stay legally compliant by filing an amendment to the Articles of Organization or Articles of Incorporation. If this sounds overwhelming, don’t worry. Let’s walk through the process of filing a Certificate of Amendment in Kansas and how we can help.

Amending a Kansas LLC Articles of Organization

If you need to make changes to a Kansas LLC, we’ll show you how in this section. But if you need to make changes to a corporation, keep scrolling to the section titled “Amending a Kansas Corporation Articles of Incorporation.”

Step 1: Determine if you need to amend your Articles of Organization

In Kansas, the Articles of Organization is the document that formally creates your business. Until you file this, your LLC doesn’t technically even exist. The Articles of Organization requests a variety of information about your business, including:

• The name of your LLC
• Name and address of your resident agent
• Other provisions you’d like to include

Generally speaking, if you need to make changes to this information, then you’ll need to file an amendment. If you only need to change your LLC’s mailing address, though, you can instead file the “Business Entity Mailing Address Update (FORM MA)” online or by mail; it carries no filing fee.

Step 2: Identify and gather the information you need to amend

Kansas LLCs file the Certificate of Amendment to make changes to their business. You can make a variety of changes, including a change of your business purpose, deleting an organizer, changing your business name, and more. But before you dive into the paperwork, you’ll need to gather your information you need to make your desired changes.

To file the amendment certificate, you’ll need this info:

• Your business ID number
• Your current business name
• The type of business being amended
• The text of each amendment (use attachments, if needed)
• Effective date for the filing
• Name and signature of an authorized person

Gathering all this information now can help streamline your filing process.

Why should I update my Articles of Organization?

Keeping your business compliant with state business regulations helps it maintain its entitlement to all of its legal benefits. When you file your entity as a legal LLC in Kansas, all information included in your filing becomes public knowledge. If your information changes but you don’t update it, the public may not have accurate contact information. Any changes in your registered agent should be reported as well since they are responsible for receiving service of process and other important communications on behalf of your business.

Are there penalties if I don’t?

Failing to keep your Articles of Organization current can lead to several major consequences. Critically, your LLC won’t be able to get a Kansas Certificate of Good Standing. This document certifies that your business has complied with all applicable Kansas regulations and laws. On top of that, it also authorizes your business to transact business. Consequently, it’s hard to overstate the importance of this certificate. Without it, you can’t work with customers, open a business account, or receive a business loan. 

Step 3: File your amendment with the Secretary of State

Now, it’s time to file your amendment paperwork with the state. In Kansas, you can file this form online, by mail, or in person drop-off. To file online, you’ll go to the Kansas Secretary of State website and create an account there (if you don’t already have one), look up your business, and follow the instructions. To file by mail or in person, you’ll need to download the “Business Entity Certificate of Amendment” form and fill it out with the information you gathered in Step 2. Then, you’ll submit it to the Secretary of State.

At the time of this writing, there’s a $35 fee for this filing. Once the form’s processed, the amendment for your Articles of Organization will go into effect.

Amending a Kansas Corporation Articles of Incorporation

Need to make changes to a Kansas corporation? We’ll show you how in this section.

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

In Kansas, the Articles of Incorporation is the form that officially creates your corporation; technically speaking, until this form is filed, a corporation doesn’t even exist. The Articles of Incorporation asks for a variety of information about your business, including:

• Name of the corporation
• Name and address of the resident agent
• Stated business purpose
• Number, class, and par value of the stock the corporation will have authority to issue
• Name and mailing address of each incorporator
• Name and mailing address of each director
• Any additional provisions you want to include
• Signature of incorporator

Generally speaking, if you need to make changes to any of this information, then you’ll need to file an amendment.

Step 2: Identify and gather the information you need to amend

Corporations actually use the same form as an LLC to make a business amendment: the Business Entity Certificate of Amendment. But before you start on the paperwork, it’s helpful to gather the information you need to make your desired changes. The Certificate of Amendment requests a variety of information, including:

• Your business ID number
• Your current business name
• The type of business being amended
• The text of each amendment (use attachments, if needed)
• Effective date for the filing
• Name and signature of an authorized person

Having the information on hand for your desired changes can help streamline your filing process. For example, if you’re going to be changing the number or classes of shares your corporation can issue, you’ll need to confirm the old number of shares and the new totals. If you’re amending your name, you’ll want to confirm the old name as well as the correct spelling and designator for the new business name.

Step 3: File your amendment with the Secretary of State

Next, it’s time to file your amendment paperwork. In Kansas, businesses can file the Certificate of Amendment online by creating an account on the Kansas Secretary of State website (if you don’t already have one), looking up your business, and following the prompts for making an amendment to your corporation. If you’d rather use a paper form, you can submit it by mail or an in-person drop-off with the Secretary of State. To start, you’ll need to download the “Business Entity Certificate of Amendment” form from the Secretary of State’s website. Then, you’ll fill it out with all the information you gathered during Step 2.

At the time of this writing, there’s a $35 fee for this filing. Once your paperwork is processed, your amendment to your Articles of Incorporation will go into effect.

Kansas Certificate of Amendment vs. Restated Articles

Kansas law makes clear that business owners can both restate and amend the LLC’s Articles of Organization or a corporation’s Articles of Incorporation. The difference between a Restatement of Articles of Organization or a Restatement of Articles of Incorporation and a Certificate of Amendment is subtle. Both documents can list amendments to the company’s original founding documents.

However, a Restated Articles form is best for integrating the Articles of Organization or Incorporation and multiple Certificates of Amendment (that have been submitted over time) into one cohesive document. That way, any officer or member of the public can see the effective rules in one document rather than having to search for multiple Certificates of Amendment.  

Unlike the other documents we describe in this guide, you have to create your own Restated Articles of Organization or Restated Articles of Incorporation. You must indicate that the document is a restatement of your articles in a heading or introductory paragraph. You’ll also need to include:

•  The LLC’s current name
•  Whether the name has been changed
• The LLC’s original name
• The date that the original Articles of Organization were filed

As with the Certificate of Amendment, an authorized person must sign the Restated Articles of Organization.

Kansas Certificates of Amendment vs. Certificates of Correction

Another form you can file to make a Kansas LLC or corporation amendment is a Certificate of Correction. You can use Certificates of Correction to correct defective documents and incorrect information, including the Articles of Organization or Articles of Incorporation. You can’t use them to make changes to your business.

Both LLCs and corporations use the same Certificate of Correction form, and the filing fee is $35 (as of this writing).

We can help you stay on top of Kansas compliance requirements

We know that taking care of compliance tasks can be stressful. If you’re feeling overwhelmed by all of the things you need to do to keep your business up to date, we’re here to help. Through our business amendment service, you can make the changes you need to your LLC’s Articles of Organization or your corporation’s Articles of Incorporation effortlessly.

Amendments are also a part of our Worry-Free Compliance service, where we’ll work to help you keep ahead of deadlines with annual filing assistance and will file up to two amendments for you each year. Finally, if your business ever falls out of good standing, we’ll send you an action plan so you can get back on track. Don’t wait. Reach out to us today!