Foreign Qualification Application - Preparation Worksheet - Kansas

Kansas Foreign Business Application Worksheet

Purpose

Use this worksheet to collect information for the Kansas Secretary of State's current Form FA, Application for Registration — Foreign (non-Kansas) Business. It is not a substitute for the official form.

K.S.A. 17-7931 requires a foreign covered entity to register before doing business in Kansas. Form FA currently covers foreign for-profit and not-for-profit corporations, limited liability companies, series limited liability companies, limited partnerships, and limited liability partnerships.

Part 1 — Is Registration Required?

Describe the proposed or existing Kansas activities: [________________________________]

K.S.A. 17-7932 lists activities that, standing alone, do not constitute doing business for this registration requirement. They include:

• maintaining, defending, or settling a proceeding;
• conducting internal-affairs activities;
• maintaining bank accounts;
• selling through independent contractors;
• soliciting orders that require acceptance outside Kansas;
• creating or acquiring indebtedness and enforcing security interests;
• completing an isolated transaction within 30 days outside a course of similar transactions; and
• transacting business in interstate commerce.

☐ Obtain legal review before relying on an exception. Section 17-7932 does not determine whether activities create exposure to service of process, taxation, or regulation under other Kansas law.

Part 2 — Filing and Entity Type

Select the entity's type in its home jurisdiction:

☐ Corporation for profit

☐ Corporation not for profit

☐ Limited liability company

☐ Series limited liability company

☐ Limited partnership

☐ Limited liability partnership

Current Form FA filing fee: $115 for each listed entity type.

☐ Download a fresh copy of Form FA immediately before filing.

☐ Confirm the current payment method and mailing address on the form.

Part 3 — Required Registration Information

K.S.A. 17-7931 and current Form FA require the following information and statements.

The filed application also contains:

• a statement, made under penalty of perjury, that the entity exists in good standing in its jurisdiction on the filing date;
• an irrevocable consent to commencement of actions and service through the Kansas Secretary of State as specified by K.S.A. 17-7931(g); and
• the authorized signature or signatures required by Form FA.

Do not attach a certificate of good standing merely because the superseded template requested one. Neither K.S.A. 17-7931 nor current Form FA lists that certificate as a Form FA attachment. Confirm whether a separate transaction or later SOS instruction creates a different requirement.

Form FA does not request generic share counts, par value, membership interests, duration, a delayed effective date, a board resolution, or notarization.

Part 4 — Name Review

☐ Search the Kansas Secretary of State's records for name availability.

☐ Enter the exact legal name. Current Form FA states that Kansas does not register a DBA, fictitious, assumed, or trade name through this application.

K.S.A. 17-7933 generally requires a foreign covered entity's name to be distinguishable in the Secretary of State's records. If the name conflicts, use one of the statute's routes:

• file the other entity's written consent on the Secretary's prescribed form; or
• when legally available, submit the required condition that the foreign entity will identify its jurisdiction of formation in its Kansas identification and advertising.

☐ If using consent, attach current Form CN, Consent to Use of Similar Business Name.

☐ If using the advertising route, prepare the letter exactly as current Form FA instructs.

Do not invent an alternate Kansas DBA field; resolve the conflict through the statutory and form procedures.

Part 5 — Resident Agent and Registered Office

K.S.A. 17-7934 requires a foreign covered entity to maintain a Kansas registered office and resident agent. Under K.S.A. 17-7925, the resident agent may be the entity itself, a Kansas-resident individual, or a qualifying domestic or authorized foreign entity.

The registered office must be a Kansas address where the agent may be regularly present. Current Form FA does not permit a P.O. box.

If the resident agent dies or moves from the registered office, K.S.A. 17-7926 requires designation and certification of a replacement within 30 days. That deadline is not a blanket 30-day amendment rule for every change.

Part 6 — Series LLC Questions

Complete this part only if the foreign LLC may create series under its home-jurisdiction law.

☐ The operating agreement establishes or permits series with separate rights, powers, duties, property, obligations, profits, or losses.

Check each liability statement on current Form FA that is true for the entity:

☐ A particular series' obligations are enforceable only against that series' assets, not against the LLC generally or another series.

☐ Obligations of the LLC generally or another series are enforceable against that series' assets.

If neither statement applies, current Form FA instructs that the LLC will not be registered as a series LLC.

Part 7 — Signature and Filing Checklist

Current Form FA requires at least one authorized-person signature for most entities and at least two partner signatures for an LLP. K.S.A. 17-7910 permits facsimile, conformed, electronic, or electronically transmitted signatures on documents authorized for filing and does not require evidence of the signer's authority as a filing prerequisite.

☐ Correct entity type selected

☐ Exact legal name entered without a DBA or trade name

☐ Name-conflict consent or advertising letter attached, if needed

☐ Jurisdiction and organization date completed

☐ Resident agent and Kansas street address completed

☐ Past Kansas start date entered, or field left blank if business begins on filing

☐ Full nature and character of Kansas business stated

☐ Series LLC statements completed, if applicable

☐ Good-standing and service-consent statements reviewed

☐ Correct authorized signature count obtained

☐ $115 filing fee and current payment instructions confirmed

☐ Required catch-up information reports and fees included, if applicable

Part 8 — Prior Kansas Activity and Catch-Up Reports

Current Form FA uses the date business began in Kansas to determine missed information reports. Its instructions currently require:

• a not-for-profit corporation to submit the most recent missed report if a reporting period has passed; and
• other listed entity types to submit missed reports that would have been due, limited to the last 10 years of reports.

Use the report form for the entity type identified in Form FA. Current Form FA states that, except for not-for-profit corporations, a one-time $85 penalty applies if one or more reports are filed after the entity's forfeiture date. Confirm the exact report count, filing status, fees, and penalty with the Secretary of State before submission.

Part 9 — Foreign For-Profit Corporation Information Report

This part addresses foreign for-profit corporations only. Other entity types have different statutes and forms.

Under K.S.A. 17-7505, a covered foreign for-profit corporation files a biennial business entity information report according to the parity of its Kansas application year:

• an even-year application produces even-year reports;
• an odd-year application produces odd-year reports; and
• the report is due by April 15 in each reporting year.

Current Form IFP lists an information-report fee of $90 online or $110 on paper.

K.S.A. 17-7509 imposes a $75 late-report penalty on a for-profit corporation. Under K.S.A. 17-7510(b), a foreign corporation forfeits its Kansas authority if the report or fee remains missing 90 days after the due date; the Secretary must mail notice within 60 days after the due date.

Part 10 — Corrections, Agent Changes, and Cancellation

K.S.A. 17-7935 requires a foreign covered entity to file a correction certificate promptly if a registration statement was materially false when made or later becomes materially inaccurate.

K.S.A. 17-7936 calls the exit filing a certificate of cancellation, not a certificate of withdrawal. The filing must state that the entity surrenders its Kansas authority and withdraws, provide an address for process served through the Secretary, and include the business entity information report and required fee. Cancellation does not end the Secretary's authority to accept service for causes arising from the entity's Kansas business.

Part 11 — Consequences and Jurisdiction Alert

For foreign corporations, K.S.A. 17-7307 provides that a corporation doing business without required authority may not maintain a Kansas action until it becomes authorized and pays the taxes, fees, and penalties due for the unauthorized period. Nonregistration does not invalidate its contracts or acts and does not prevent it from defending a Kansas action.

K.S.A. 17-7937 authorizes the Attorney General to seek an injunction against a foreign covered entity doing business without registration or registered on false or misleading representations.

Registration is not a private contract and does not create a Kansas business-court clause. It does, however, include the irrevocable service consent required by K.S.A. 17-7931(g). The Revisor's annotations to § 17-7931 identify decisions treating Kansas registration as express consent to general personal jurisdiction. Obtain litigation counsel's advice before filing if that consequence is material.

Part 12 — Conditional Foreign-Principal Real-Property Alert

Current Form FA includes a Kansas Attorney General notice because K.S.A. 48-3803(d) requires the Secretary of State to notify filers about the Kansas land and military installation protection act.

If the applicant may be a foreign principal as defined in K.S.A. 48-3802 and owns or may acquire an interest in nonresidential Kansas real property within 100 miles of a military installation in Kansas or an adjacent state:

☐ Obtain immediate Kansas legal review of K.S.A. 48-3801–48-3803.

☐ Determine whether the acquisition is prohibited, exempt, or requires gubernatorial approval.

☐ If registration is required, file the Attorney General's prescribed registration within the statutory deadline.

K.S.A. 48-3803 generally prohibits a foreign principal from acquiring the covered interest after July 1, 2025, except for a de minimis interest or another statutory route, and separately requires registration of covered interests within 90 days after the act's effective date or acquisition date, whichever is later. An Attorney General registration is not a substitute for approval of an otherwise prohibited acquisition.

Sources and References

• K.S.A. 17-7910 — Filing documents
• K.S.A. 17-7925 — Resident agent
• K.S.A. 17-7926 — Change of agent or office
• K.S.A. 17-7931 — Foreign registration application
• K.S.A. 17-7932 — Activities not constituting doing business
• K.S.A. 17-7933 — Foreign entity names
• K.S.A. 17-7934 — Resident-agent requirement
• K.S.A. 17-7935 — Correcting material inaccuracies
• K.S.A. 17-7936 — Certificate of cancellation
• K.S.A. 17-7937 — Injunction
• K.S.A. 17-7307 — Nonregistration consequences for corporations
• K.S.A. 17-7505 — Foreign for-profit corporation reports
• K.S.A. 17-7509 — Late-report penalty
• K.S.A. 17-7510 — Forfeiture for report delinquency
• K.S.A. 48-3801 — Kansas land and military installation protection act
• K.S.A. 48-3802 — Definitions
• K.S.A. 48-3803 — Covered real-property restrictions and registration
• Kansas Secretary of State Form FA — Foreign Application (rev. 3/2/2026)
• Kansas Secretary of State Form IFP — For-Profit Corporation Information Report (rev. 6/12/2026)

END OF TEMPLATE