APPLICATION FOR AUTHORITY TO TRANSACT BUSINESS IN THE STATE OF KANSAS
(Foreign - Qualification Application)
[// GUIDANCE: This template is designed for either a foreign business corporation or a foreign limited liability company seeking authority to transact business in Kansas. Delete or modify all inapplicable language before filing. Kansas filings are made with the Kansas Secretary of State (“KSSOS”). Always confirm the current filing fee, form requirements, and signature formalities directly with KSSOS immediately prior to submission.]
TABLE OF CONTENTS
- DOCUMENT HEADER
- DEFINITIONS
- OPERATIVE PROVISIONS
3.1 Entity Identification
3.2 Foreign Jurisdiction of Formation
3.3 Duration of Existence
3.4 Kansas Registered Agent & Registered Office
3.5 Purpose of Business in Kansas
3.6 Authorized Equity Interests
3.7 Certificate of Good Standing / Existence
3.8 Effective Date & Delayed Effective Date Option - REPRESENTATIONS & WARRANTIES
- COVENANTS & ONGOING OBLIGATIONS
- DEFAULT & REMEDIES
- DISPUTE RESOLUTION
- GENERAL PROVISIONS
- EXECUTION BLOCK
- EXHIBITS
1. DOCUMENT HEADER
APPLICATION FOR AUTHORITY (this “Application”) is submitted to the Kansas Secretary of State (the “Secretary”) by [FULL LEGAL NAME OF FOREIGN ENTITY], a [State / Country of Formation] [corporation / limited liability company] (the “Foreign Entity”), effective as of [EFFECTIVE DATE] (the “Effective Date”).
RECITALS
A. The Foreign Entity was duly formed and remains in good standing under the laws of [GOVERNING FOREIGN JURISDICTION].
B. The Foreign Entity now desires to transact business within the State of Kansas and is required to obtain authority pursuant to applicable state corporate law.
C. The Foreign Entity submits this Application and accompanying documents, tenders the requisite filing fee, and states as follows:
2. DEFINITIONS
For purposes of this Application, the following capitalized terms have the meanings set forth below. Terms defined herein include the singular and plural and the use of any gender shall be deemed to include all genders.
“Application” has the meaning assigned in Section 1.
“Foreign Entity” means [FULL LEGAL NAME OF FOREIGN ENTITY].
“Governing Instruments” means the Foreign Entity’s charter, certificate/articles of incorporation or organization, bylaws, operating agreement, shareholders’ agreement, and any amendments thereto, as applicable.
“Kansas Act” means, as applicable, the Kansas General Corporation Code or the Kansas Revised Limited Liability Company Act, each as amended from time to time.
“Secretary” means the Kansas Secretary of State and any duly authorized designee thereof.
3. OPERATIVE PROVISIONS
3.1 Entity Identification
(a) Exact Legal Name.................................. [FULL LEGAL NAME]
(b) Alternate Name for Kansas (if original is unavailable)........ [d/b/a Name]
(c) Entity Type........................................ [Corporation / Limited Liability Company]
(d) Date of Formation.................................. [MM/DD/YYYY]
(e) Entity Identification / Charter No. (home jurisdiction)....... [####]
3.2 Foreign Jurisdiction of Formation
State/Country of Formation.............................. [STATE / COUNTRY]
3.3 Duration of Existence
☐ Perpetual ☐ Term expires on [MM/DD/YYYY]
3.4 Kansas Registered Agent & Registered Office
(a) Name of Registered Agent in Kansas................. [NATURAL PERSON OR ENTITY]
(b) Street Address (No P.O. Box)....................... [STREET, CITY, KS ZIP]
(c) Mailing Address (if different).................... [ADDRESS]
[// GUIDANCE: The registered agent must have a physical street address within Kansas and must consent to the appointment.]
3.5 Purpose of Business in Kansas
The Foreign Entity’s business to be conducted in Kansas is:
[DESCRIBE BUSINESS PURPOSE WITH SUFFICIENT SPECIFICITY]
3.6 Authorized Equity Interests
Corporation:
• Total Authorized Shares.............................. [###]
• Par Value (per share)................................ [$0.00]
• Share Classifications / Series....................... [COMMON / PREFERRED: DETAILS]
LLC:
• Description of Membership Interests.................. [UNITS / PERCENTAGES]
3.7 Certificate of Good Standing / Existence
The Foreign Entity has attached hereto as Exhibit A a Certificate of Good Standing (or equivalent) issued by the appropriate authority in its jurisdiction of formation, dated within ninety (90) days preceding the filing of this Application.
3.8 Effective Date & Delayed Effective Date Option
This Application shall be effective upon filing with the Secretary unless a delayed effective date not later than ninety (90) days after filing is specified here: [DELAYED EFFECTIVE DATE, IF ANY].
4. REPRESENTATIONS & WARRANTIES
The Foreign Entity hereby represents and warrants to the Secretary and the State of Kansas that, as of the Effective Date:
4.1 Organization & Good Standing. The Foreign Entity is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation.
4.2 Authorization. The execution, delivery, and filing of this Application have been duly authorized by all requisite action under the Governing Instruments and applicable foreign law.
4.3 Accuracy of Information. All statements contained herein and in each document delivered herewith are true, correct, and complete in all material respects.
4.4 Compliance with Foreign Law. The Foreign Entity is not in violation of any law of its jurisdiction of formation the violation of which would impair its ability to obtain authority to transact business in Kansas.
4.5 No Disqualification. No dissolution, administrative revocation, or similar proceeding is pending or to the Foreign Entity’s knowledge threatened against it in any jurisdiction.
5. COVENANTS & ONGOING OBLIGATIONS
The Foreign Entity covenants that, upon qualification in Kansas, it shall:
5.1 Maintain continuously a registered agent and registered office in Kansas.
5.2 File a Kansas Foreign Entity Annual Report and pay all associated fees on or before the statutory due date of [MM/DD] of each calendar year (or such other date as Kansas law may prescribe).
5.3 Pay all Kansas taxes, fees, and assessments applicable to foreign entities doing business in Kansas.
5.4 Promptly file with the Secretary amendments to this Application reflecting any change in the Foreign Entity’s legal name, jurisdiction of formation, registered agent, or registered office.
5.5 Maintain its existence and good standing in its jurisdiction of formation and in every other jurisdiction where qualified, including Kansas.
5.6 Comply with all provisions of the Kansas Act and all other applicable Kansas statutes, regulations, and public policies while transacting business in the State.
6. DEFAULT & REMEDIES
6.1 Events of Default. The following shall constitute “Events of Default”:
(a) Failure to maintain a registered agent or registered office in Kansas;
(b) Failure to file any required annual report for [NUMBER] consecutive years;
(c) Non-payment of any fees or taxes when due;
(d) Revocation, dissolution, or administrative termination in the home jurisdiction; or
(e) Any material misrepresentation in this Application.
6.2 Remedies. Upon the occurrence of an Event of Default, the Secretary may, after statutory notice and opportunity to cure, administratively revoke the Foreign Entity’s authority to transact business in Kansas and may impose any statutorily authorized penalties or fines.
6.3 Cure Period. Except where a different period is prescribed by statute, the Foreign Entity shall have thirty (30) days after receipt of written notice from the Secretary to cure any Event of Default.
7. DISPUTE RESOLUTION
7.1 Governing Law. All questions concerning the internal affairs of the Foreign Entity transacting business in Kansas shall be governed by the laws of its jurisdiction of formation; all other matters relating to its conduct within Kansas shall be governed by the laws of the State of Kansas (collectively, “State Corporate Law”).
7.2 Forum Selection. Any action or proceeding arising out of, or relating to, the Foreign Entity’s authority to transact business in Kansas shall be brought exclusively in the Business Court Division of the District Court of [COUNTY], Kansas, or, if such Division no longer exists, in any state court of competent jurisdiction located in [COUNTY], Kansas.
7.3 Arbitration; Jury Waiver; Injunctive Relief. Not applicable. Nothing herein shall be construed to require arbitration or waive any right to seek injunctive relief where otherwise available.
8. GENERAL PROVISIONS
8.1 Amendments. This Application may be amended only by filing an amended foreign qualification application in accordance with the Kansas Act.
8.2 Withdrawal. The Foreign Entity may voluntarily withdraw from Kansas by filing a Certificate of Withdrawal (or similarly titled form) with the Secretary and paying all fees and taxes then due. The Foreign Entity shall remain subject to service of process in Kansas for any pre-withdrawal cause of action.
8.3 Severability. If any provision of this Application is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
8.4 Electronic Signatures. Signatures transmitted via .pdf, facsimile, DocuSign® or other electronic means intended to preserve the original graphic and pictorial appearance of a document shall be deemed original signatures.
8.5 Entire Application. This Application, together with all exhibits and any documents required by law to be filed herewith, constitutes the entire submission required for foreign qualification under the Kansas Act.
9. EXECUTION BLOCK
IN WITNESS WHEREOF, the undersigned, being a duly authorized officer, manager, or member of the Foreign Entity, has executed this Application as of the Effective Date.
| [FOREIGN ENTITY NAME] | |
| By: _______ | Date: _________ |
| Name: [PRINTED NAME] | Title: [TITLE] |
[// GUIDANCE: The signature must be by an individual with authority under the Governing Instruments (e.g., President, Chief Executive Officer, Manager, or Member). Confirm whether Kansas currently requires notarization; if so, insert the notary block below.]
OPTIONAL NOTARY ACKNOWLEDGMENT
STATE OF _ )
COUNTY OF ______ ) ss:On this ___ day of _, 20_, before me, ___, a Notary Public in and for said State, personally appeared _____, who acknowledged themself to be the ______ of [FOREIGN ENTITY NAME], and that they executed the foregoing Application for Authority for the purposes therein contained.
Notary Public
My Commission Expires: ____
10. EXHIBITS
Exhibit A — Certificate of Good Standing / Existence (Foreign Jurisdiction)
Exhibit B — Resolution of Board of Directors / Managers Authorizing Kansas Qualification
[// GUIDANCE: A sample resolution is provided below. Modify to match entity type and governing law.]
EXHIBIT B
SAMPLE BOARD RESOLUTION AUTHORIZING FOREIGN QUALIFICATION IN KANSAS
RESOLVED, that the [Board of Directors / Managers] of [FOREIGN ENTITY NAME] hereby authorizes and directs the officers of the Company to: (i) prepare and file an Application for Authority to Transact Business in the State of Kansas, substantially in the form presented to this meeting with such non-substantive changes as any officer may approve; (ii) pay all fees and taxes required in connection therewith; (iii) designate [NAME OF REGISTERED AGENT] as the Company’s registered agent in Kansas and appoint [REGISTERED OFFICE ADDRESS] as the registered office; and (iv) execute and deliver any and all further instruments, certificates, filings, and documents, and take any and all such further action, as such officer may deem necessary or advisable to carry out the foregoing resolutions and to effectuate the qualification of the Company to transact business in Kansas.
FURTHER RESOLVED, that all actions heretofore taken by the officers of the Company in connection with the foregoing matters are hereby ratified, confirmed, and approved in all respects.
Dated: [MM/DD/YYYY]
[Name], [Title]
Secretary
[// GUIDANCE: Review Kansas Secretary of State forms FSP (foreign corporation) or FLF (foreign LLC) for any additional mandated disclosures (e.g., federal employer identification number) and insert such items in Section 3 as needed. Confirm current filing fees (as of drafting, $165 for a foreign corporation and $165 for a foreign LLC if filed online; fees are subject to change).]
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