Kansas Foreign Registration / Do I have to?

Which Kansas activities force an outside LLC to register?

An LLC from another state must register in Kansas before it does business here, and the registration costs $115. Kansas names 11 activities that sit outside the term, concedes that other activities may qualify too, and leaves the rest to the facts.

The rule and its statute

lists the activities. The duty to register sits one section earlier, in K.S.A. 17-7931. Skipping it has consequences, which our late registration page sets out: the unregistered LLC cannot sue in Kansas, yet its contracts survive and it can defend itself.

Activities that are not doing business

Kansas names these as outside the line:

Holding bank accounts in the state.
Meetings and other internal governance, wherever held.
Selling through independent contractors.
Going to court as plaintiff or defendant, or settling a claim.
Taking orders by mail, employees or agents, when acceptance happens outside Kansas before a contract forms.
Borrowing or lending, with or without security, and collecting debts or enforcing security interests, including holding what was foreclosed.
Keeping an office for transferring or registering the entity's own securities, or naming trustees or depositories for them.
Finishing one stand-alone deal inside 30 days.
Interstate commerce.
Selling equipment under a contract signed outside Kansas, with supervised installation by skilled technicians as the only service in the state.

That equipment item is narrow: the contract is made elsewhere, the goods are machinery or plant that need skilled supervision to put up, and only that supervision is promised in Kansas.

Owners are not the business

A person is not treated as doing business in Kansas solely because of being a member, stockholder, limited partner or governor of a Kansas or foreign entity. An out-of-state parent that owns a Kansas subsidiary does not register just for owning it, and an investor in a Kansas LLC does not either. The subsidiary has its own obligations as a Kansas entity.

The list does not settle everything

The statute describes the activities as including those on the list, so other activities can also stay outside the line. It adds that the section leaves open whether other Kansas laws can reach a foreign entity for service, tax or regulation. Registration status and tax status run on separate tracks.

Common situations, and how they read

One employee who lives in Kansas. A person working day after day from a Kansas home office is not a transaction completed within 30 days, and it is not interstate commerce in the ordinary sense. Nothing on the list covers it.

Orders accepted in your home state. A seller whose staff take orders from Kansas customers, with each contract accepted at the home office, fits the order-taking item. Once a Kansas office accepts orders, it does not.

A warehouse or inventory in Kansas. Storing and shipping from a Kansas location is not on the list. Registering is the careful choice.

A one-off installation. One job finished inside 30 days, with no run of similar jobs behind it, fits the isolated transaction item. A second job soon after changes the picture.

Owning rental property. Collecting rent and managing a building are not on the list. Whether your lease and management arrangements fit depends on the facts.

Selling online to Kansas buyers. Interstate commerce is on the list, but where an LLC has stock, staff or an office in Kansas the question is more than a website sale.

Other reasons to register anyway

A business may register even when the list might cover its activity, for example so that it can file a lawsuit here without a fight over its status.

What registering commits you to

The application contains an irrevocable consent that actions may be started against the business in any proper Kansas county and that service on the Secretary of State counts as valid service. After registration the business has a resident agent and registered office to maintain, a report due every second year, and an obligation to correct the application if it turns out to be wrong.

How this relates to tax

Kansas keeps tax registration with the state's revenue agencies, which is why the statute carves tax out of its list. A business may owe tax registration and still be outside the Secretary of State's registration rule, or the other way round. This site covers the Secretary of State filing only, and Form FA costs the same whatever the tax position.

A quick way to test your own facts

Write down the Kansas activity
What the business does, where, how often and through whom.
Compare it with each listed item
Look for an item that covers every part of the activity, not just one.
Count the days and deals
An isolated transaction must finish within the stated number of days and stand alone.
Ask a Kansas lawyer
Especially for employees, property and anything that already happened.
Register if the test fails or is close
Form FA costs the same for every entity type.

Doing business questions

Does having a Kansas bank account make me register?

No. The statute lists maintaining bank accounts as an activity that does not count.

Can I hold a meeting in Kansas without registering?

Yes, if it concerns the business's internal affairs.

What if my only customers in Kansas are online?

Selling across state lines is interstate commerce, which is on the list, but staff, stock or an office in Kansas change the analysis.

Who decides if I am doing business?

The statute leaves it to the facts.

Our fee and the state's

Kansas's fee is a separate line at checkout and is the same for every kind of business. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.

Register in Kansas

$199

+ $115 Kansas fee

Form FA, the Application for Registration, Foreign (non-Kansas) Business, completed from your answers
The sworn good standing statement the form carries, ready for an authorized person to sign
A Kansas resident agent and registered office: ours, or the ones you already use
The packet mailed with payment, and the certified copy Kansas returns passed on to you
Renewal: after the first year, the agent service renews at $149 a year

Sources

Already working in Kansas?

Tell us the month you began and we price any back reports with the registration.