Find out how to qualify your LLC to conduct business in Kansas.
If you own a company that was founded in a state other than Kansas, you must qualify or register it in Kansas in order to conduct business there. The requirements for qualifying your international (non-Kansas) limited liability corporation (LLC) to conduct business in Kansas are summarized below.
Nota bene: A portion of Kansas’ procedures for establishing foreign LLCs are included in a relatively recent collection of statutes known as the Business Entity Standard Treatment Act, which governs the registration of foreign corporations in general. These companies are referred to as “foreign entities” under the Act.
What exactly is a Foreign LLC?
If your LLC is founded in another state, it is referred to as a foreign LLC in Kansas. In other words, being foreign does not imply being from another nation. Instead, it signifies that your company was formed under the laws of another state. A domestic LLC, on the other hand, is one that is created in the state in which it operates. This is a prevalent phrase in the United States. In Massachusetts, for example, an LLC incorporated in Rhode Island is a foreign LLC.
Business Transactions in Kansas
You must register your foreign corporation with the state of Kansas if you are “transacting business” in Kansas, according to Kansas law. What exactly does this mean? In fact, Kansas’ business entity rules, like those of the majority of states, do not define the word “transacting business” in regard to overseas registrations.
State regulations determining when foreign enterprises must collect state sales tax in their state, on the other hand, give some advice on the subject. To be obligated to collect state sales tax on sales to citizens of a state, a firm must have a physical presence in, or nexus with, that state. In general, physical presence and nexus are synonymous and refer to:
a storage facility in the state
A shop in the state, an office in the state, or a sales representative in the state are all examples of state-based businesses.
Certain exclusions may apply, and the regulations might become more convoluted in situations such as Internet sales. However, if you have an office, a shop, a warehouse, or workers in another state, you must register your LLC as a foreign corporation in that state.
Some Activities Are Exempt
Kansas’ business entity regulations, like those in other states, identify specific acts that do not constitute doing business in the state. Among the objects mentioned are:
defending or settling a lawsuit dealing with internal LLC affairs such as holding member or manager meetings having a bank account in the state selling through independent contractors soliciting or obtaining orders that require acceptance outside the state before they become contracts creating or acquiring indebtedness, with or without a mortgage o
Check Section 17-7932 of the Kansas Code for a complete legal explanation of each of the listed things. If your LLC’s only operation in Kansas is one or more of the activities mentioned above, you should not be required to register with the state.
Request for Authority
You must submit a Foreign Limited Liability Company Application (Form FL 51-10) with the Kansas Secretary of State to register your company in Kansas. The application form may be downloaded on the SOS website.
To complete the form, you must supply the same information that you would need to incorporate an LLC in your home state. More precisely, for a Kansas registration application, you must provide:
the name of your LLC as it is registered in the state in which it was formed
If the name of your LLC is the same as that of another firm currently registered in Kansas, you must provide either a letter from that other business’s office approving to your LLC using their name, or a statement saying that your LLC will claim Kansas as its home state in its advertising in Kansas.
the state in which your LLC was formed the date your LLC was formed the date your LLC first conducted or plans to do business in Kansas
the name of your LLC’s Kansas resident agent
your LLC’s registered office location in Kansas a mailing address for your LLC
the tax closing month for your LLC a statement of the nature or character of the business your LLC will conduct in Kansas depending on whether it is member-managed or manager-managed, the name and address of each member or manager a statement that your LLC irrevocably consents to actions (for example, lawsuits) being brought against it in Kansas by serving the necessary papers on the Secretary of State, and also stipulating that such service will be made in Kansas
With your application, you must attach an authentic certificate of good standing or proof of existence. The certificate is typically granted by the Secretary of State (or a similar authority) in the state in which your LLC is formed. The certificate must be dated within 90 days of the day the application is filed, and the filing cost is $165.
What Happens If You Do Not Sign Up?
If your LLC does business in Kansas without authorization, it cannot file a lawsuit there. Furthermore, the Kansas attorney general may file a lawsuit to prevent your LLC from conducting business in the state, and your LLC will be responsible for costs and penalties for all years it should have registered but did not. However, not being registered does not render your LLC’s obligations null and void or bar it from defending a lawsuit in Kansas. Furthermore, a member of the LLC is not accountable for the LLC’s liabilities just because the corporation did business in Kansas without being registered.
Establishing a Foreign Corporation in Kansas
The regulations and standards for international qualifying in Kansas are identical whether your company is structured as a corporation rather than an LLC. You must, however, utilize a separate application form. Look at the Kansas