Kansas Resident Agent for Out-of-State Businesses

A company organized outside Kansas is a "foreign" business in the eyes of the Kansas Secretary of State, and it has to register there before it starts doing business in the state. For an LLC, registering means mailing in Form FA, the Application for Registration of a Foreign (non-Kansas) Business, and the form lists a $115 fee. Part of that application is naming a Kansas resident agent, the Kansas term for the job most states give the name "registered agent."

What "Foreign" Actually Means

Kansas treats a business as foreign whenever its internal affairs are governed by some law other than Kansas law. That reaches past other states: Form FA asks whether your home jurisdiction is a U.S. state, a U.S. territory or a foreign country. A Delaware LLC that opens a Wichita office counts as a foreign LLC in Kansas, as does a company organized abroad.

Kansas statutes never define "doing business." What K.S.A. 17-7932 does is list activities that, on their own, don't count:

• Taking part in a lawsuit or other proceeding, whether by bringing it, defending it or settling it
• Meetings and any other matter of the company's internal affairs
• Holding bank accounts
• Maintaining offices or agencies to transfer, exchange or record its own securities, or trustees or depositories holding them
• Using independent contractors to sell
• Gathering orders by mail, through employees or agents, or any other way, when an order only becomes a contract after it is accepted outside Kansas
• Selling machinery, plants or equipment on a contract signed outside Kansas, and furnishing only the specialized supervision that installing it here requires
• Borrowing or lending, or acquiring debt, whether or not a mortgage or security interest backs it
• Collecting or securing debts, foreclosing on the property behind them, and holding property acquired that way
• One isolated transaction finished inside 30 days, so long as you don't make a habit of deals like it
• Interstate commerce

Being a member, stockholder, limited partner or governor of some other company doesn't put you in business here either. Keep two limits in mind: the list doesn't settle whether Kansas can tax you, regulate you or serve you with legal papers under its other laws, and owning Kansas property is not one of the listed exceptions. When your situation is borderline, a Kansas business attorney can tell you where you stand.

What a Kansas Resident Agent Does for a Foreign Entity

In Kansas, the resident agent is the designated contact who stands in for your company. Under K.S.A. 17-7925, which applies to foreign businesses through K.S.A. 17-7934, the agent:

• Accepts service of process and other communications meant for your company, then forwards them to you
• Passes along whatever the Secretary of State sends
• Works from a registered office at a Kansas street, rural route or highway address (a PO box is refused)
• Keeps an office there that is generally open, if the agent is a Kansas business, or is present there often enough to accept papers, if the agent is a person

Kansas accepts four kinds of agent: a person residing in Kansas, a Kansas corporation, LLC, limited partnership, LLP or business trust, one of those organized elsewhere that is authorized to do business in Kansas, or your own company. Form FA can't go in with the agent line blank, and after registration the agent has to stay in place, because a business that stops keeping an active Kansas resident agent can end up forfeited on the Secretary of State's records.

Operating here without registering at all costs more than the filing would have. A foreign LLC in that position:

• Cannot maintain a lawsuit in Kansas until it registers and pays all fees and penalties for the years, or parts of years, it did business here unregistered (K.S.A. 17-76,126)
• Has to send its late Form FA with every Information Report it would have owed, reaching back as far as 10 years, plus the fee for each report and a one-time $85 penalty when any of them is past its forfeiture date
• Can be ordered by a district court to stop doing business in Kansas, and the attorney general can bring that suit (K.S.A. 17-7937)

None of that cancels your contracts, keeps the other side from suing on them, or stops your LLC from defending itself in a Kansas court. Members and managers also don't become personally liable just because the LLC never registered.

How to Foreign-Qualify in Kansas

1. Skip the good standing certificate. Kansas doesn't ask for one. Form FA has you declare, under penalty of perjury, that as of the filing date your LLC exists in good standing under its home jurisdiction's law (K.S.A. 17-7931), so confirm everything is current at home before you sign.

2. Check your name. Register under the legal name your home state has on file; Kansas doesn't register DBA, fictitious, assumed or trade names. If that name isn't distinguishable from one already on record, include a Written Consent to Use of Similar Business Name (Form CN) signed by the other business, or a letter of advertising promising that all of your Kansas identification and advertising will show your home state.

3. Choose a Kansas resident agent. Any of the four kinds described above works, as long as the registered office is a Kansas street address.

4. Mail Form FA. Foreign applications go in on paper; the Secretary of State's online system doesn't take them. Print and sign the form and mail it to the Kansas Secretary of State, Docking State Office Building, 915 SW Harrison Street, Topeka, KS 66612. It asks for:

• Your business type and legal name
• Your home state or country and the date the LLC was formed there
• Your resident agent and registered office
• The date you started doing business in Kansas, if that date has already passed
• The nature of the business you'll carry on in Kansas
• The signature of an authorized person

Pay the $115 fee by check or credit/debit card. Once the application is processed, the Secretary of State mails a certified copy back; no processing time is published.

5. Stay current after you register.

• File an Information Report every two years by April 15, on a cycle set by the year you register (even years if you file Form FA in an even year, odd years if odd); it costs $90 online or $110 on paper, and a foreign LLC's report asks for little beyond the company's name
• Miss April 15 and a three-month delinquency window opens; after it closes the registration forfeits, and reinstating takes Form RL ($35), an $85 penalty and each missed report ($110 apiece on paper)
• Keep your resident agent and registered office up to date (Form ROA, $30 online, records a change)
• Take care of any Kansas tax registrations your business needs

Leaving Kansas later? File Form FC, the foreign business's certificate of cancellation: $30 online or $35 on paper.

Fees and forms change. Before filing, check current requirements on the Kansas Secretary of State's site, https://www.sos.ks.gov/.

Why Use KS Registered Agent.org as Your Foreign Resident Agent

Ours is a Kansas-based resident agent service that works with companies formed here and companies registering from elsewhere:

• Our physical Kansas address as your registered office, which keeps your out-of-state address off that line
• Court papers served on us in Kansas scanned and delivered to you, so a summons doesn't sit unnoticed
• Reminders ahead of each Information Report and the other Kansas deadlines that apply to you
• One flat price, $99/year, with nothing charged to set up

When you run a Kansas registration from another state, a dependable resident agent is your presence on the ground here.

A filing service sits alongside this one. For $199 plus the $115 Kansas lists for Form FA, we prepare your Application for Registration and mail it in, and your first twelve months of Kansas resident agent service come with it; from the second year on, resident agent service is $99/year.

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