How to Form an LLC in Kansas

A limited liability company (LLC for short) is a way to legally structure a business. It combines the limited liability of a corporation with the flexibility and lack of formalities provided by a partnership or sole proprietorship. Any business owner who seeks to limit his or her personal liability for business debts and lawsuits should consider forming an LLC.

Here are the steps you need to take to form an LLC in Kansas. For more information on how to form an LLC in any state, see Nolo's article How to Form an LLC.

1. Choose a Name for Your LLC

Under Kansas law, an LLC name must contain as the last words, "Limited Liability Company," “Limited Company,” or the abbreviations "L.L.C., "LLC," "LC," or “L.C.”

Your LLC’s name must be recognizably different from the names of other business entities already on file with the Kansas Secretary of State. Names may be checked for availability by searching the Kansas Secretary of State’s business name database. You may reserve a name for up to 120 days with the Secretary of State. The reservation may be filed online or by mail by filing a Temporary Reservation of Business Entity Name (Form NR 52-01). The filing fee is $30 for online filing, $35 for filing by mail.

2. Appoint a Resident Agent

Every Kansas LLC must have a resident agent for service of process in the state (called a registered agent in most states). This is an individual or business entity that agrees to accept legal papers on the LLC’s behalf if it is sued. A registered agent may be an individual who resides in Kansas, or a domestic or foreign business entity authorized to do business in Kansas. The registered agent must have a physical street address in Kansas.

All of the paperwork and procedural steps to start a limited liability company in Kansas can be done online using Nolo's Kansas Online LLC Formation application.

3. File Articles of Organization

A Kansas LLC is created by filing Kansas Limited Liability Articles of Organization (Form DL 51-09) with the Kansas Secretary of State. The articles must include:

• the LLC's name
• the name and address of the LLC’s registered agent
• the LLC's mailing address
• the closing month of its tax year (usually December), and
• the signature of an authorized person.

The articles may be filed online or by mail. The filing fee is $165.

4. Prepare an Operating Agreement

An LLC operating agreement is not required in Kansas, but is highly advisable. This is an internal document that establishes how your LLC will be run. It sets out the rights and responsibilities of the members and managers, including how the LLC will be managed. It can also help preserve your limited liability by showing that your LLC is truly a separate business entity. In the absence of an operating agreement, state LLC law will govern how your LLC operates.

For help creating an LLC operating agreement, see Form Your Own Limited Liability Company, by Anthony Mancuso (Nolo) or use Nolo’s Online LLC. If an operating agreement is created, it need not be filed with the Articles of Organization.

5. Comply With Other Tax and Regulatory Requirements

Additional tax and regulatory requirements may apply to your LLC. These may include:

EIN: If your LLC has more than one member, it must obtain its own IRS Employer Identification Number (EIN), even if it has no employees. If you form a one-member LLC, you must obtain an EIN for it only if it will have employees or you elect to have it taxed as a corporation instead of a sole proprietorship (disregarded entity). You may obtain an EIN by completing an online application on the IRS website. There is no filing fee.

Business Licenses: Depending on its type of business and where it is located, your LLC may need to obtain other local and state business licenses. For local licenses, check with the clerk for the city where the LLC's primary place of business is located (or county if it is in an unincorporated area). For state license information, check the Kansas Business Center website. For more information, see Nolo's article How to Get a Small Business License in Kansas.

Kansas Department of Revenue: In some cases, for example if you will be selling goods and collecting sales tax or if you have employees, you’ll need to register with the Kansas Department of Revenue (DOR). You can register either online at the Kansas Business Center website or by mail with Form CR-16, Kansas Business Tax Application. For more information on Kansas LLC tax registration, see Nolo's article, Kansas LLC Annual Filing Requirements.

6. File Annual Reports

All LLCs doing business in Kansas must file an annual report with the Secretary of State every year. The annual report is due on the 15th day of the fourth month following the end of the LLC’s tax year. Example: If the tax closing month is December, the due date is April 15 of the following year. The annual report may be filed as early as January 1st. File Form LC-50, Limited Liability Company Annual Report. The report can be filed online or by mail. The filing fee for online filing is $50, the fee for mail filing is $55. For more information on Kansas LLC annual reports, see Nolo's article, Kansas LLC Annual Filing Requirements.

7. Foreign LLCs Doing Business in Kansas

To do business in Kansas, all LLCs organized outside of the state must register with the Kansas Secretary of State. Foreign LLCs must appoint a registered agent for service of process physically located in Kansas. To register, file Form FA, Application for Registration of Foreign Covered Entity. The application must be filed by mail (or fax). The filing fee is $165, $185 by fax. The completed application must be accompanied by a Certificate of Good Standing or Existence from the foreign LLC’s home state, dated no more than 90 days prior to the filing of the certificate.

Before filing, make sure the LLC’s name is available in Kansas by checking the Kansas business name database. If the name is not available, the foreign LLC may include with its application (1) a letter of consent from the existing entity to use the name, or (2) a letter stating that the LLC will list its home state as a means of identification and in its advertising in the state of Kansas.