reglab/statecodes huggingface dataset:
2023 Kansas Statutes › Chapter 17 - Corporations › Article 78 - Business Entity Transactions Act › 17-78,505 Certificate of domestication; effective date.

17-78-505.
Certificate of domestication; effective date.
(a) A certificate of domestication shall be signed on behalf of the domesticating entity and filed with the secretary of state.
(b) A certificate of domestication shall contain:
(1) The name, jurisdiction of organization and type of the domesticating entity;
(2) the name and jurisdiction of organization of the domesticated entity;
(3) if the certificate of domestication is not to be effective upon filing, the later date and time on which it will become effective, which may not be more than 90 days after the date of filing;
(4) if the domesticating entity is a domestic entity, a statement that the agreement of domestication was approved in accordance with K.S.A. 17-78-501 through 17-78-506, and amendments thereto, or, if the domesticating entity is a foreign entity, a statement that the domestication was approved in accordance with the law of its jurisdiction of organization;
(5) if the domesticated entity is a domestic filing entity, its public organic document, as an attachment;
(6) if the domesticated entity is a domestic limited liability partnership, its statement of qualification, as an attachment; and
(7) if the domesticated entity is a foreign entity, a mailing address to which the secretary of state may send any process served on the secretary of state pursuant to subsection (e) of K.S.A. 17-78-506, and amendments thereto.
(c) In addition to the requirements of subsection (b), a certificate of domestication may contain any other provision not prohibited by law.
(d) If the domesticated entity is a domestic entity, its name and public organic document, if any, must satisfy the requirements of the law of this state, except that it does not need to be signed and may omit any provision that is not required to be included in a restatement of the public organic document.
(e) An agreement of domestication that is signed on behalf of a domesticating domestic entity and meets all of the requirements of subsection (b) may be filed with the secretary of state instead of a certificate of domestication and upon filing has the same effect. If an agreement of domestication is filed as provided in this subsection, references in this act to a certificate of domestication refer to the agreement of domestication filed under this subsection.
(f) A certificate of domestication becomes effective upon the date and time of filing or the later date and time specified in the certificate of domestication.
History:
L. 2009, ch. 47, § 33; July 1, 2010.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 78 - Business Entity Transactions Act › 17-78,602 Forms.

17-78-602.
Forms.
The secretary of state may prescribe and furnish on request forms for documents required or permitted to be filed by this act but their use is not mandatory.
History:
L. 2009, ch. 47, § 36; July 1, 2010.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 78 - Business Entity Transactions Act › 17-78,603 Correcting filed document.

17-78-603.
Correcting filed document.
(a) A domestic or foreign entity may correct an instrument filed with the secretary of state if:
(1) The document contains an inaccuracy; or
(2) the document was defectively signed.
(b) An instrument is corrected by filing with the secretary of state a certificate of correction that:
(1) Describes the instrument to be corrected and states its filing date or has attached a copy of the instrument;
(2) specifies the inaccuracy or defect to be corrected; and
(3) corrects the inaccuracy or defect.
(c) In lieu of filing a certificate of correction, the instrument may be corrected by filing with the secretary of state a corrected instrument. The corrected instrument shall be specifically designated as such in its heading, shall specify the inaccuracy or defect to be corrected, and shall set forth the entire instrument in corrected form.
(d) A correction is effective on the effective date of the instrument it corrects except as to persons relying on the uncorrected instrument and adversely affected by the correction. As to those persons, the correction is effective when filed.
History:
L. 2009, ch. 47, § 37; July 1, 2010.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 78 - Business Entity Transactions Act › 17-78,604 Evidentiary effect of copy of filed document.

17-78-604.
Evidentiary effect of copy of filed document.
A certified copy of the instrument from the secretary of state conclusively establishes that the original instrument is on file with the secretary of state.
History:
L. 2009, ch. 47, § 38; July 1, 2010.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 78 - Business Entity Transactions Act › 17-78,605 Consistency of application.

17-78-605.
Consistency of application.
In applying and construing this act, consideration must be given to the need to promote consistency of the law with respect to its subject matter among states that enact it.
History:
L. 2009, ch. 47, § 39; July 1, 2010.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 78 - Business Entity Transactions Act › 17-78,606 Relation to electronic signatures in global and national commerce act.

17-78-606. Relation to electronic signatures in global and national commerce act.
In the event that any provision of article 78 of chapter 17 of the Kansas Statutes Annotated, and amendments thereto, is deemed to modify, limit or supersede the federal electronic signatures in global and national commerce act 15, U.S.C. § 7001 et seq., the provisions of this article shall control to the fullest extent permitted by 15 U.S.C. § 7002(a)(2).
History:
L. 2009, ch. 47, § 40; L. 2023, ch. 66, § 58; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 78 - Business Entity Transactions Act › 17-78,607 Savings clause.

17-78-607.
Savings clause.
This act does not affect an action or proceeding commenced or right accrued before the effective date of this act.
History:
L. 2009, ch. 47, § 41; July 1, 2010.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 79 - Business Entity Standard Treatment Act › 17-7901 Citation of act; applicability.

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.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 79 - Business Entity Standard Treatment Act › 17-7902 Definitions.

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.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 79 - Business Entity Standard Treatment Act › 17-7904 Filings related to limited liability companies.

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 K.S.A. 17-7673a, and amendments thereto;
(b) professional articles of organization as set forth in K.S.A. 17-7673 and K.S.A. 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 and K.S.A. 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 K.S.A. 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 K.S.A. 17-76,143a, and amendments thereto;
(o) reinstatement as set forth in K.S.A. 17-76,139 or K.S.A. 17-76-147, and amendments thereto;
(p) certificate of cancellation as set forth in K.S.A. 17-7675 or K.S.A. 17-76,143, and amendments thereto;
(q) foreign cancellation of registration as set forth in K.S.A. 17-7936, and amendments thereto; and
(r) certificate of division as set forth in K.S.A. 17-7685a, and amendments thereto.
History:
L. 2014, ch. 121, § 4; L. 2019, ch. 47, § 42; L. 2019, ch. 47, § 43; L. 2021, ch. 61, § 28; January 1, 2023.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 79 - Business Entity Standard Treatment Act › 17-7905 Filings related to limited partnerships.

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.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 79 - Business Entity Standard Treatment Act › 17-7906 Filings related to limited liability partnerships.

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.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 79 - Business Entity Standard Treatment Act › 17-7907 Rules and regulations.

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.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 79 - Business Entity Standard Treatment Act › 17-7908 Execution of filings.

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.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 79 - Business Entity Standard Treatment Act › 17-7909 Execution of filing constitutes an oath.

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.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 79 - Business Entity Standard Treatment Act › 17-7910 Filing process; signatures; tender of taxes and fees; certification by secretary of state; evidence of authority to file not required.

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.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 79 - Business Entity Standard Treatment Act › 17-7911 Effective date.

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.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 79 - Business Entity Standard Treatment Act › 17-7912 Correction of inaccurate filing, administrative errors.

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.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 79 - Business Entity Standard Treatment Act › 17-7913 Secretary of state not liable; not required to file documents not conforming to law.

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.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 79 - Business Entity Standard Treatment Act › 17-7914 Filing by telefacsimile or electronic communication.

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.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 79 - Business Entity Standard Treatment Act › 17-7915 Service of process on covered entity or series of a limited liability company.

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.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 79 - Business Entity Standard Treatment Act › 17-7916 Attorneys-in-fact and power of attorney; irrevocable power of attorney.

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.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 79 - Business Entity Standard Treatment Act › 17-7917 Failure or refusal to execute document; court to order execution.

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.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 79 - Business Entity Standard Treatment Act › 17-7918 Names of covered entities or foreign covered entities; permitted names in general.

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.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 79 - Business Entity Standard Treatment Act › 17-7919 Name requirements for corporations.

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.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 79 - Business Entity Standard Treatment Act › 17-7920 Name requirements for limited liability companies.

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.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 79 - Business Entity Standard Treatment Act › 17-7921 Name requirements for limited partnerships.

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.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 79 - Business Entity Standard Treatment Act › 17-7922 Name requirements for limited liability partnerships.

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.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 79 - Business Entity Standard Treatment Act › 17-7923 Reservation of exclusive right to entity name.

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.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 79 - Business Entity Standard Treatment Act › 17-7924 Registered office; requirements to maintain; references in documents.

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.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 79 - Business Entity Standard Treatment Act › 17-7925 Resident agent; requirement to maintain; references in documents.

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, maintain a business office identical with the registered office which 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 which 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; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 79 - Business Entity Standard Treatment Act › 17-7926 Change of registered office or resident agent.

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.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 79 - Business Entity Standard Treatment Act › 17-7928 Resignation of resident agent; appointment of successor.

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.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 79 - Business Entity Standard Treatment Act › 17-7930 Foreign covered entities; governing law.

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.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 79 - Business Entity Standard Treatment Act › 17-7931 Registration of foreign covered entities with secretary of state.

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 issued within 90 days of the date of application by the proper officer of the jurisdiction where such foreign entity is organized, or by a third-party agent authorized by such proper officer, that 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; July 1.