Form a Kansas LLC
Ready to start your limited liability company? Transform your organization into a legal business entity in three easy steps today with LegalZoom. As an LLC, you'll gain the ability to protect your personal assets from financial risk and enjoy the benefits of a corporation with fewer formalities. We'll help you choose how you want to organize your LLC and walk you through the whole process.
When you form your Kansas LLC with LegalZoom, we prepare and file your articles of organization with the Kansas Secretary of State where the initial registered office of the company is located. We also conduct a name search for your Kansas LLC, to assist you in the preparation of your operating agreement and other customized services corresponding to your needs. Once your articles of organization have been successfully filed, your Kansas LLC has been formed and begins its existence as a legal business entity.
LegalZoom LLC Overview
Registering an LLC Name: Choosing a business name is one of the first steps in the process of forming your Kansas Limited Liability Company. The name that you choose:
Must contain, as the last words of the name, the words "limited liability company" or "limited company", or the abbreviation "LLC," "LC" or the designation "LLC" or "LC"
May contain the name of a member or manager
May contain the following words: "company," "association," "club," "foundation," "fund," "institute," "society," "union," "syndicate," "limited" or "trust" (or abbreviations of like import)
Must be distinguishable from (not the same or deceptively similar to) the name of any registered Kansas limited liability company, corporation, limited partnership, business trust or registered limited liability partnership that is reserved, registered, formed or organized under the laws of the state of Kansas or qualified to do business or registered as a foreign corporation, foreign limited partnership or foreign LLC in the state of Kansas
An LLC may register a name that is not distinguishable from another entity if the other entity consents in writing and files such consent with the Kansas secretary of state.
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check for your Kansas Limited Liability Company before filing to see which names are available.
How to Register: Once you have chosen an available name, LegalZoom can help you register your name with the state.
Articles of Organization: In any Kansas LLC formation, articles of organization must be signed by at least one person and then filed with the Secretary of State. State law requires that certain information be included in the articles of organization of your Kansas LLC formation. This information must include:
The company name
The address of the registered office
The name and address of the resident agent for service of process and amendments thereto
Any other provisions, not inconsistent with law, that the member elect to be set forth
Filing: Your LLC is considered organized once the articles of organization and one duplicate copy (a signed or conformed copy) are delivered to the Secretary of State, and they are deemed to be in compliance with state requirements. The document must be executed by at least one authorized person, who need not be a member or manager of the LLC. A person who executes a certificate, statement or articles as an agent or fiduciary shall not be required to exhibit evidence of the person's authority as a prerequisite to filing.
One certified copy of the articles of organization will be issued, and the other certified copy will be returned to the organizer or members.
Additionally, a Kansas LLC formation generally requires inclusion and/or consideration of the following:
Organizers: Any person or entity may form a LLC. The person or entity need not be a member of the LLC.
Minimum Number of Organizers: One or more persons or entities capable of contracting.
Eligibility:An organizer may be a natural person, partnership (whether general or limited and whether domestic or foreign), LLC, foreign LLC, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity.
Operating Agreement: Although not required, LLC members may adopt an operating agreement for the company, which may also be amended and repealed as allowed by the agreement or applicable law. The articles of organization may contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement. If there is more than one member, any operating agreement shall initially be agreed to, in writing, by all of the members.
Membership: A limited liability company must have one or more members. Requirements:
Minimum Number of Members: One or more.
Eligibility Requirements: A natural person or an entity
Procedure for Membership: The member may acquire an interest in the LLC upon the later to occur of: (1) the formation of the LLC or (2) the time provided in and upon compliance with the operating agreement, or if not provided, when the person's admission is reflected in the LLC records. After formation, a person is admitted as a member of the LLC directly from company (1) at the time provided in and upon compliance with the operating agreement, or (2) if the operating agreement does not so provide, upon the consent of all members and when the person's admission is reflected in the LLC records.
Resignation of Membership: Certain prohibitions exist surrounding the ability of a member to resign from the company.
A member may resign from a limited liability company only at the time or upon the happening of an event specified in agreement and in accordance with the operating agreement.
Unless otherwise stated under law or unless otherwise stated in the operating agreement, a member may resign from an LLC prior to dissolution and winding up
The resigned member is not released from the member's liability, if any, to a LLC
Notwithstanding anything to the contrary under applicable law, the operating agreement may provide that a LLC interest may not be assigned prior to the dissolution and winding up of the LLC
Contribution:The contributions of a member to the limited liability company may be in cash, property or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.
Registered Agent In Kansas
LegalZoom can also provide your business with a Registered Agent in Kansas. Every Kansas LLC must have a registered agent, as the designated person or office to receive official state correspondence and notice if the company finds itself "served" with a lawsuit.
Eligibility Requirements: The registered agent in Kansas may be: (1) an individual resident of Kansas whose business office is identical with the LLC's registered office, or (2) a domestic corporation, limited partnership, LLC, business trust, or (3) a foreign corporation, limited partnership, or LLC authorized to do business in Kansas having a business office identical with such registered office (which is generally open during normal business hours to accept service of process and otherwise perform the functions of a resident agent, or the limited liability company itself).
Registered Office: The registered office may be a place of its business in Kansas
Kansas Secretary of State
Once a Kansas LLC has been created, the Kansas Secretary of State will require certain recurring responsibilities and duties. The most important of these are explained below. For further information, refer to the Kansas Secretary of State office.
Annual Report: Each LLC shall file an annual report with the Kansas Secretary of State at the close of business on the last day of its tax period next preceding the date of filing that lists:
The LLC name
A list of the members owning at least 5% of the capital of the LLC, with the post office address of each
The annual report shall be signed by a member of the LLC and forwarded to the Secretary of State.
Records:Each limited liability company shall keep following records open to inspection at its office:
True and full information regarding the status of the business and financial condition of the LLC
Promptly after becoming available, a copy of the LLC's federal, state and local income tax returns for each year;
A current list of the name and last known business, residence or mailing address of each member and manager
A copy of any written operating agreement and articles of organization and all amendments thereto, together with executed copies of any written powers of attorney pursuant to which the operating agreement and any certificate and all amendments thereto have been executed
True and full information regarding the amount of cash and a description and statement of the agreed value of any other property or services contributed by each member and which each member has agreed to contribute in the future, and the date on which each became a member; and
Other information regarding the affairs of the LLC as is just and reasonable.
Acts Triggering Dissolution: Unless otherwise provided in the articles or a written operating agreement, a limited liability company is dissolved upon the happening of any one of the following events:
At the time specified in an operating agreement, if none, then the LLC shall have a perpetual duration
Upon the occurrence of events specified in the operating agreement
Written consent of its members to dissolve or, if there is more than one class or group of members, then by each, by members who own more than 50% of the then-current percentage or other interest in the profits of the LLC owned by all of the members or by the members in each class or group, as appropriate
When there is no member left, unless the representative of the last remaining member agrees in writing to continue the LLC and admit a member within 90 days of the termination of the last membership
Entry of a decree of judicial dissolution
An LLC can offer certain tax advantages over a corporation, including the availability of more deductions. Additionally, an LLC is not required to be a separate tax entity like a corporation;instead, it can be a "pass-through entity," so that the LLC owners report business losses or profits on their personal tax returns, like a partnership.
Federal Income Tax: Unless you elect to tax the limited liability company as a corporation, the IRS treats single-member LLCs as sole proprietorships for tax purposes. This means the LLC itself does not pay taxes and does not have to file a tax return. Unless you elect to tax the limited Liability company as a corporation, the IRS treats multi-owned LLCs as partnerships for tax purposes. This means that LLC owners each pay taxes on their lawful share of the profits on their personal income tax returns, not the LLC itself. If you desire, by filing IRS Form 8832, you may elect corporate taxation if you regularly need to keep a substantial amount of profits in your LLC.
State Income Tax: The LLC tax rate for Kansas is variable, depending on Kansas taxable net income.
Federal Tax Identification Number: Your LLC may need to obtain a federal tax identification number (also known as an employment identification number/ EIN), which is similar to an individual's social security number. Generally, you will not need a separate EIN number for your LLC as long as you are the sole owner and the LLC has no employees. However, if you are not the sole owner of the LLC or if the LLC has employees, your LLC will need a separate EIN number to open a bank account and for certain tax filing requirements LegalZoom can prepare your Federal Tax ID Application if you have not already done so.
Filings must be made with the Kansas Secretary of State, along with the appropriate state filing fee. When appropriate a check must accompany the document, one payable to the judge of probate and one payable to the Kansas Secretary of State, covering all charges for the Secretary of State.