Nonprofit Corporation Formation Filing in Kansas

At a glance

Requirements one by one

Under § 17-6001(a), a person or entity forms an ordinary corporation by filing articles with the Secretary of State. The nonstock rules in § 17-6002 govern the filing described here.

Corporate name and purpose

Under § 17-6002(a)(1)–(3), the articles can use the statutory formula allowing any lawful activity for a corporation organized under this code. Under § 17-7918(a), the name ordinarily must be distinguishable; § 17-7919(a) lists acceptable corporate designators, including “association,” “foundation,” and “society.”

Membership and entity type

Under § 17-6002(a)(4)(B)(i), the articles must state that the corporation cannot issue capital stock. That provision permits the articles or bylaws to state the conditions of membership or other criteria for identifying members. It says a nonstock corporation shall have members, while failure to have them does not invalidate otherwise valid acts or dissolve it.

Initial directors and selection

Under § 17-6002(a)(5)–(6), incorporator names and postal addresses appear in the articles; initial-director names and addresses are required if incorporator powers terminate on filing. If directors are not named, § 17-6007 leaves the incorporators in charge until directors are elected.

Registered office and agent

Under § 17-7924(a), the registered office may differ from the place of business; its postal address goes in the articles. Under § 17-7925(a), the corporation itself, a Kansas resident individual, or an eligible domestic or foreign entity can serve as resident agent.

Signature and agent acceptance

Under § 17-7908(a)(1), the incorporator or incorporators sign the articles. Their signature constitutes an oath or affirmation under § 17-7909(a). The formation filing provisions cited here identify the resident agent but do not call for a separate signed acceptance.

Filing fee

Under § 17-7506(b), regulation sets the charge subject to a $50 cap. The Secretary of State's current articles form lists $20 for either paper or online filing.

Effective existence and delayed date

Under § 17-6006, filing creates the corporation. Under § 17-7911, the document may set a later effective date up to 90 days after filing.

What trips people up

The nonstock declaration must appear in the articles even if membership criteria are placed in the bylaws. Naming initial directors matters if the incorporators want their authority to end when the articles are filed.

Common questions

Can a corporation itself be the resident agent? Yes, § 17-7925(a)(1) lists the covered entity itself.

Must the purpose be narrow? No. Section 17-6002(a)(3) expressly allows the general lawful-activity formula quoted above.

Statutes and sources

Verbatim statutory excerpts, official Revisor and Secretary of State URLs, and access dates are recorded above.