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Incorporating in Kansas

 
 
Part I
You have fully researched the options for structuring your business and have decided that incorporating makes the most sense for your situation (for more information on choosing a legal structure, consult the "SBDC News" FAQ sheet available in the KU SBDC resource room). The question is, "What do I do next?" To follow is a brief outline which will guide you through the steps to incorporating, as required by either the KS Secretary of State or the Kansas corporate code. It is not intended that this information replace the advice of your attorney and/or tax specialist.

Steps to Incorporation
1. Choose a name.
1. The name should not mislead the public.
2. It must be distinguishable from the names of other business entities registered with the Kansas Secretary of State.
3. Has to include words of incorporation such as Incorporated, Corporation, etc. It could also include an abbreviated form: Inc., Co., Corp., or Ltd.

2. Call the Secretary of State to see if the name you chose is available. If not, select another name and do steps 1 and 2 again.

3. Fill out and file the paperwork with the Kansas Secretary of State.

Fill in the blanks on the incorporation form. Send the incorporation form along with the following:
1. A cover letter with information on how to contact the filing party, including an address of where to send the certified copy.
2. The original Articles of Incorporation and one copy of them.
3. A certified check, money order, or personal check for $75.

4. Complete procedural requirements with the shareholders.
The following organizational matters must be completed in order for the corporation to be considered a legal entity:
1. Adopt the Articles of Incorporation and the By-laws.
2. Elect officers, approve the corporate seal, and issue stock.

5. Prepare a corporate record book (a three ring binder works).
The record book provides proof to outside parties (e.g. IRS, the Kansas Department of Revenue, bankers) that your corporation exists. This book should contain all documents pertaining to the corporation such as by-laws, minutes of meetings, and all other forms generated from incorporation to dissolution.

If you have any questions about the incorporation process, contact the Kansas Secretary of State at (785) 296-4564


Part II
Once you have incorporated with the KS Secretary of State there are several additional requirements to be met. These include:

1. Getting Employer ID Numbers.
To obtain a Federal Employer Identification Number (FEIN), apply with form SS-4. A Kansas EIN may be obtained by completing the Kansas Business Tax Application.

2. Opening a Corporate checking account.
A bank will require a corporate resolution which is simply a document signed by the officers or directors of the corporation stating that you have been given authority to open a checking account for the corporation.

3. Documentation of Meetings.
Director's Meetings - Whenever directors meet to discuss and decide what the corporation will do, the meeting, and what happened must be recorded.
Shareholder's Meetings - Meeting of shareholders should also be recorded, but note that shareholders should only meet to discuss items of business regarding stock or the directors of the corporation. Shareholders should not discuss the day-to-day business of the corporation or make business decisions because the realm of shareholder control ends at the point where directors are chosen.
Annual Meeting - If you have no other meetings, you must have an annual shareholders meeting to discuss the results of operations for the year with the shareholders. To simplify this process A Minutes of Annual Shareholders Meeting form containing all the wording required by state law can be signed and dated and kept in the corporate record book.

4. Keeping Records.
State law and the IRS require that you keep records of all corporate activities. To follow is a list of records you must keep in your corporate book:
Minutes of all shareholder and director meetings, generally for the last 3 years
Appropriate accounting records and financial reports
An alphabetical list of all shareholders with their addresses
An alphabetical list of all directors with their business addresses
An alphabetical list of all officers with their business addresses
Copies of all formal documents used to incorporate the business
All written communications to shareholders for the past 3 years
A copy of the most recent annual report
All contracts entered into by the corporation
Amendments to, or changes in the corporate bylaws
Records of stock issues and transfers
Promissory notes
Life insurance policies held on corporate officers and directors

Excerpted from "Incorporating in Kansas Without a Lawyer" by W. Dean Brown and produced by the Consumer Corporation.

KU Small Business Development Center
734 Vermont Street, Suite 104, Lawrence, KS 66044; Phone (785) 843-8844; Fax (785) 843-8878
Web site: http://www.business.ku.edu/ku-small-business-development-center; e-mail: kusbdc@idir.net

This information is intended to summarize federal and/or state tax codes and legislation in language that is clear and easy to understand. It is not intended to replace the federal and state legislation and guidelines it explains. Consult competent professionals (attorneys, accountants, tax advisors, etc.) for current information and advice appropriate to your particular business situation.