Kansas Foreign Registration / Registering late

What happens if a foreign LLC registers late in Kansas, or lets it forfeit

Registering late in Kansas costs back information reports plus a one-time $85 penalty when any report is filed after its forfeiture date, and an unregistered foreign LLC cannot sue in a Kansas court until it registers and pays what it owes. Reinstating after a forfeiture costs between $230 and $670 for an LLC, depending on how many reports are missing. This page sets out each consequence with its source.

What the statute says about an unregistered LLC

An LLC from elsewhere that works in Kansas may not bring a suit or other proceeding here before it registers and clears the fees and penalties for each year it worked unregistered. So the bar on lawsuits is tied to a payment. Registering alone is not enough while those amounts remain unpaid.

What the unregistered LLC keeps

Three protections remain. Contracts the LLC made are not invalidated, the other party can still sue on the contract, and the LLC can defend itself in any Kansas court. A member or manager does not become liable for the LLC's obligations just because it did business in Kansas without registering. In other words, the problem is access to the courts, not the validity of the business.

Injunction by the attorney general

A Kansas district court may enjoin a foreign entity, or its agent, from doing business in the state if it failed to register, or if it obtained its registration through false or misleading representations. The attorney general, on the attorney general's own motion or at the request of proper parties, can bring the case.

Back reports when you register late

Registration late in the sense of after the work began brings reports. The instructions for Form FA tell the filer to count the reports missed since the start date and attach them. A profit business sends in each report it skipped in earlier reporting periods, reaching back at most 10 years of reports. A not-for-profit corporation sends only the most recent one.

The cost of registering late

Situation	Filing	Penalty	Reports	Total
On time, nothing owed back	$115	Not applicable	Not applicable	$115
One missed report at the paper rate	$115	$85	$110	$310
Two missed reports at the paper rate	$115	$85	2 x $110	$420

The application's instructions do not say which report rate applies to reports sent with it, so the table uses the paper rate printed on the LLC report form. The penalty applies when any report is filed after its forfeiture date.

How forfeiture works

The forfeiture date falls 3 months after the end of the reporting period. Between the due date and that date a report can still be filed, and the business is called delinquent, which limits the documents it may file. Once the interval has run, the business forfeits. A forfeited business cannot file any other document with the Secretary of State until the past due reports are in and it has reinstated. Forfeiture can also follow from having no active resident agent.

Reinstating a forfeited LLC

Reports missed	Form RL filing fee	Penalty	Report fees	Total
1	$35	$85	$110	$230
2	$35	$85	2 x $110	$340
3	$35	$85	3 x $110	$450
4	$35	$85	4 x $110	$560
5, the maximum	$35	$85	5 x $110	$670

The Secretary of State limits reinstatement to the last 10 years, which is five reports. The penalty does not apply to a business that forfeited only because it lost its resident agent. Corporations use Form RR instead, with the same fee table, and a not-for-profit corporation pays $100 in all.

What reinstatement does

The statute for LLCs treats a reinstated company as if its authority had never lapsed, validating what it did in the meantime. The certificate of reinstatement also names the registered office and resident agent, so a business that forfeited over its agent must choose one before filing. If the name is no longer free, the form offers a consent, a letter of advertising or a new name.

The agent route to forfeiture

If an agent dies or leaves the registered office, the business must name a new one within 30 days. If it does not, Kansas can give thirty days' notice and then declare its authority forfeited. The resident agent page covers the other route, where the agent resigns.

Avoiding all of this

The plain path costs least: register when the work starts, with a blank start date if it starts at filing, and file the information report on time every second year. If reports have already been missed, count them with the guide before you file Form FA, so the packet is complete. The information report page has the due dates.

Late registration questions

Is there a daily fine for working in Kansas unregistered?

Ask us what the amounts come to for your dates. The statute bars lawsuits until registration and payment of fees and penalties.

Can an unregistered LLC be sued?

Yes. Failure to register does not prevent the LLC from defending a case or impair the validity of its contracts.

How far back do reports go?

The last 10 years of reports for reinstatement and for the application.

Does a nonprofit pay the penalty?

No. The penalty does not apply to not-for-profit corporations.

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.