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Foreign Registered Agent in Kansas

 

What Is a Foreign Filing Entity in Kansas?

A foreign covered entity under Kansas law is any business organization whose internal affairs are governed by the laws of a jurisdiction other than Kansas. K.S.A. § 17-7902 defines a “covered entity” as a corporation, limited partnership, limited liability partnership, or limited liability company, and a “foreign covered entity” as one of those entities governed by the laws of another jurisdiction. Kansas also requires foreign business trusts to register separately under K.S.A. § 17-2030. Whether the organization was formed in another U.S. state, a U.S. territory, or a foreign country, Kansas treats it as a foreign entity for registration purposes.

Under the Kansas Business Entity Standard Treatment Act, every foreign covered entity must register with the Kansas Secretary of State before doing business in the state. Once registered, the entity must continuously maintain a resident agent and registered office in Kansas — an obligation that persists until the entity formally withdraws, cancels its registration, or is forfeited by the Secretary of State. Kansas uses the term resident agent rather than “registered agent,” though K.S.A. § 17-7925(с) provides that both terms are interchangeable for all statutory purposes.

Which Out-of-State Entities Are Required to Register in Kansas?

Every foreign entity that intends to do business in Kansas must first register with the Kansas Secretary of State. Under K.S.A. § 17-7931, “before doing business in the state of Kansas, a foreign covered entity shall register with the secretary of state.” The obligation extends beyond the four main covered entity types — Kansas also requires business trusts and cooperatives organized in other jurisdictions to register before operating within the state.

The following foreign entity types must register:

  • Foreign for-profit corporations
  • Foreign nonprofit corporations
  • Foreign limited liability companies
  • Foreign series limited liability companies
  • Foreign limited partnerships
  • Foreign limited liability partnerships
  • Foreign limited liability limited partnerships
  • Foreign professional corporations
  • Foreign professional associations
  • Foreign business trusts
  • Foreign cooperatives

Each registered foreign entity must designate a Kansas resident agent and registered office as part of its registration filing. No entity type is excused from this requirement once it begins doing business in the state.

What constitutes “transacting business” in Kansas?

Kansas law addresses this question by listing activities that do not constitute doing business rather than defining the term directly. K.S.A. § 17-7932 identifies eleven categories of activities that fall outside the registration requirement, including:

  • Maintaining, defending, or settling a lawsuit or proceeding
  • Holding meetings or carrying on any other activity concerning the entity’s internal affairs
  • Maintaining bank accounts
  • Selling through independent contractors
  • Soliciting or obtaining orders that require acceptance outside Kansas before becoming contracts
  • Creating or acquiring indebtedness, with or without a mortgage
  • Securing or collecting debts, or foreclosing mortgages, and holding property acquired through foreclosure
  • Conducting an isolated transaction completed within 30 days that is not one in a course of similar transactions
  • Transacting business in interstate commerce

The statute also specifies that a person is not considered to be doing business in Kansas “solely by reason of being a member, stockholder, limited partner, or governor of a domestic covered entity or a foreign covered entity.” The Kansas Secretary of State does not make case-by-case determinations about whether a particular entity’s activities rise to the level of doing business in the state — that assessment rests with the entity itself, and entities uncertain about their obligation should consult legal counsel.

Registered Agent Requirements for Foreign Entities Under Kansas Law

The resident agent requirements for foreign covered entities are identical to those for domestic covered entities. Under K.S.A. § 17-7934, “every foreign covered entity shall have and maintain in this state a registered office and a resident agent in the same manner as prescribed by K.S.A. 17-7924 and 17-7925.” These requirements apply uniformly to all foreign entity types — corporations, LLCs, limited partnerships, LLPs, business trusts, and every other registered foreign entity.

Kansas provides three categories of eligible resident agents under K.S.A. § 17-7925:

Option A — The Covered Entity Itself: Unlike most states, Kansas expressly permits a covered entity to serve as its own resident agent. The foreign entity filing for registration may designate itself in this capacity, provided it maintains a registered office in Kansas where it is generally present at sufficiently frequent times to accept service of process.

Option B — An Individual: A natural person who is a resident of Kansas may serve as the resident agent. The individual must be “generally present at a designated location in this state at sufficiently frequent times to accept service of process and otherwise perform the functions of a resident agent.”

Option C — A Domestic or Foreign Organization: A domestic corporation, domestic limited partnership, domestic LLP, domestic LLC, or domestic business trust may serve, as may a foreign entity of those same types that is authorized to transact business in Kansas. The organization must be in good standing and must maintain a business office identical to the registered office.

Every resident agent, regardless of category, must accept service of process and other communications directed to the entity and forward them promptly, and must also forward documents sent by the Secretary of State.

Registered Office Requirement Rule
Address type Physical street address in Kansas (building number, street name, city, state, zip code)
P.O. Box Not permitted as the registered office address
Mailbox or mail-forwarding service Does not qualify
Telephone answering service Does not qualify
Availability The agent must be generally present at the address at sufficiently frequent times to accept service of process
State location Must be located within Kansas
Match with the agent’s office Registered office must be identical to the agent’s business office

Note: The instructions for Form FA state that the registered office “must be an address in Kansas where the resident agent may be regularly present” and that “a PO box is unacceptable.”

How to Designate a Registered Agent When Registering a Foreign Entity in Kansas

A resident agent is designated as part of the application for registration filed with the Kansas Secretary of State. The Application for Registration FA Foreign (non-Kansas) Business includes a section (Section 4) where the entity must provide the name of the resident agent and a section (Section 5) where the entity must provide the registered office address. Foreign business trusts use a separate form — Form FBT — but the resident agent designation process is the same.

  1. Select an eligible resident agent who satisfies Kansas requirements — an individual resident of Kansas, an authorized domestic or foreign organization, or the foreign entity itself if it will maintain a physical Kansas office.
  2. Complete Section 4 of Form FA with the resident agent’s full legal name. If the agent is a business registered with the Kansas Secretary of State, the name must match exactly as it appears on file.
  3. Complete Section 5 with the Kansas registered office street address — a physical street, rural route, or highway address. A P.O. Box is not accepted.
  4. Execute the application under penalty of perjury (Section 10 for most entity types; LLPs require at least two partner signatures).
  5. File the application with the Kansas Secretary of State by mail to the Docking State Office Building, 915 SW Harrison Street, Topeka, KS 66612, or in person at the same address.
  6. Pay the $115 filing fee (for all entity types filing Form FA). Checks and credit/debit cards are accepted.

Kansas requires the applicant to provide the date the entity first did, or intends to do, business in Kansas (Section 6 of Form FA). If that date falls in the past, the entity may be required to submit past-due biennial information reports alongside the application. For all entity types except nonprofit corporations, each missed reporting period — up to the last ten years — must be accompanied by the corresponding information report and fee. A one-time penalty fee of $85 applies if any information reports are filed after the entity’s forfeiture date.

Registration Forms by Entity Type for Foreign Entities

Each type of foreign entity registers with the Kansas Secretary of State using a specific form and pays the applicable filing fee. Most foreign entity types use the same unified application — Form FA — and select the appropriate business type on the form. Foreign business trusts use a separate filing. All forms are available on the Register a Business page.

Entity Type Form Filing Fee
Foreign For-Profit Corporation Form FA — Application for Registration FA Foreign (non-Kansas) Business $115
Foreign Nonprofit Corporation Form FA — Application for Registration FA Foreign (non-Kansas) Business $115
Foreign Limited Liability Company Form FA — Application for Registration FA Foreign (non-Kansas) Business $115
Foreign Series LLC Form FA — Application for Registration FA Foreign (non-Kansas) Business $115
Foreign Limited Partnership Form FA — Application for Registration FA Foreign (non-Kansas) Business $115
Foreign Limited Liability Partnership Form FA — Application for Registration FA Foreign (non-Kansas) Business $115
Foreign Limited Liability Limited Partnership Form FA — Application for Registration FA Foreign (non-Kansas) Business $115
Foreign Professional Corporation Form FA — Application for Registration FA Foreign (non-Kansas) Business $115
Foreign Cooperative Form FA — Application for Registration FA Foreign (non-Kansas) Business $115
Foreign Business Trust Form FBT — Foreign Business Trust Application $65

Note: Foreign business trusts must submit a copy of the trust instrument (and all amendments) with the application. The FBT form also requires the irrevocable consent to service of process to be signed by every trustee. LLPs filing through Form FA must have at least two partners sign the application.

What Happens If a Foreign Entity Fails to Maintain a Registered Agent in Kansas?

The Kansas Secretary of State is authorized to declare a foreign entity’s authority to do business in Kansas forfeited when the entity fails to maintain a resident agent or registered office. Under K.S.A. § 17-7926(b), if a resident agent dies or moves from the registered office, the entity must designate and certify a new agent within 30 days. If the entity fails to do so, “the secretary of state, after giving 30 days notice of the intended action, may declare the foreign entity’s authority to do business in this state forfeited.” Separately, failure to file the required biennial information report triggers its own forfeiture process under K.S.A. § 17-7510, with a 90-day cure window from the report’s due date.

The forfeiture process for failure to maintain a resident agent follows this sequence:

  1. The resident agent dies, moves from the registered office, or resigns, leaving the position vacant.
  2. The entity has 30 days to designate and certify a new resident agent with the Secretary of State.
  3. If no replacement is designated within 30 days, the Secretary of State sends written notice that the entity’s authority will be forfeited, giving the entity an additional 30 days to cure.
  4. If the entity still fails to act, the Secretary of State declares the entity’s authority forfeited.
Consequence Authority
Loss of authority to do business in Kansas K.S.A. § 17-7926(b); K.S.A. § 17-7510(b)
Inability to file any other documents with the Secretary of State until reinstated Kansas SOS forfeiture policy
Secretary of State becomes substitute agent for service of process K.S.A. § 17-7929(с)
Risk of default judgment if legal process is served through the Secretary of State, and the entity fails to respond K.S.A. § 60-304
Liability for all accrued fees and penalties K.S.A. § 17-7307; K.S.A. § 17-7510
Attorney General may seek an injunction prohibiting further business activity K.S.A. § 17-7307(a)

A foreign entity whose authority has been forfeited may apply for reinstatement by filing the required past-due information reports, appointing a new resident agent, and paying all outstanding fees plus a one-time $85 penalty fee. The Reinstate a Business page provides instructions. Reinstatement restores the entity’s authority, though the number of past-due reports required is limited to the last ten years (five reporting periods) for most entity types and to the most recent reporting period for nonprofit corporations.

How to Change a Registered Agent for a Foreign Entity Registered in Kansas

A foreign entity registered in Kansas may change its resident agent or registered office at any time by filing a certificate of amendment with the Secretary of State. The statutory authority for this filing is K.S.A. § 17-7934(b), which directs foreign covered entities to change their agent “in the manner prescribed in K.S.A. 17-7926.” The same form and process apply to all entity types — foreign corporations, foreign LLCs, foreign limited partnerships, and all other registered foreign entities.

The change is filed using Form ROA — Certificate of Amendment, Change of Resident Agent and/or Registered Office. The filing fee is $35 by paper or $30 online for most entity types, and $20 for nonprofit corporations.

  1. Complete Form ROA with the entity’s Kansas file number (Section 1), legal name (Section 2), the new resident agent’s name (Section 3), and the new Kansas registered office street address (Section 4).
  2. Have an authorized person execute the form under penalty of perjury (Section 5).
  3. Submit the form to the Kansas Secretary of State by mail to 915 SW Harrison Street, Topeka, KS 66612, in person, or online through the Change/Amend a Business page.
  4. Pay the filing fee. Online filings are processed within minutes.

The change becomes effective when the Secretary of State files the document.

Agent-Initiated Changes: If a resident agent changes its own name or address, the agent files Form RGO — Certificate of Amendment, Change to the Current Resident Agent by the Current Resident Agent under K.S.A. § 17-7927. This filing covers all entities for which the agent serves and does not require each entity to file a separate amendment. The fee is $35 for a single entity or $150 for a bulk filing covering multiple entities. If only the suite number changes within the same structure, no fee is charged.

Resignation of Resident Agent: A resident agent who wishes to resign without appointing a successor files Form RAN — Resignation of Resident Agent Without Appointing a Successor under K.S.A. § 17-7929. The agent must have given written notice to the entity at least 30 days before filing. After the certificate is filed, the resignation does not become effective for another 30 days, giving the entity time to appoint a replacement. If no new agent is designated within 60 days after the filing, the Secretary of State declares the entity’s organizing documents forfeited.

Withdrawal and Termination of Foreign Entity Registration in Kansas

A foreign entity that ceases doing business in Kansas or that has dissolved in its home jurisdiction must file the appropriate form with the Kansas Secretary of State to formally end its registration. The obligation to maintain a resident agent and registered office continues until the cancellation is accepted — simply stopping business activity does not end the registration.

Voluntary Withdrawal applies when the foreign entity still exists in its home jurisdiction but no longer intends to do business in Kansas. Under K.S.A. § 17-7936, the entity files a certificate of cancellation “stating that the foreign covered entity surrenders its authority to transact business in the state of Kansas and withdraws therefrom.” The certificate must include a physical street address to which the Secretary of State may mail any process served after the withdrawal. The entity must be in good standing or registered status at the time of filing — entities in forfeited status must reinstate before they can file for cancellation.

Termination Based on Dissolution or Merger: If the foreign entity no longer exists because it has dissolved or merged in its home jurisdiction, K.S.A. § 17-7936(b) provides that “the filing of a certificate of dissolution or certificate of cancellation issued by the proper official of the state or other jurisdiction in which a foreign covered entity is organized shall have the same effect as the filing of a certificate of cancellation.” The entity may file this home-state certificate directly with the Kansas Secretary of State to end its Kansas registration.

All foreign entity types use the same withdrawal form — Form FC — Certificate of Cancellation, Foreign Business. The form may be filed online through the Close a Business page.

Filing Type Form Filing Fee (Paper) Filing Fee (Online)
Voluntary Withdrawal — All Foreign Entity Types Form FC — Certificate of Cancellation $35 $30
Termination (entity dissolved/merged in home state) Form FC or home-state certificate of dissolution $35 $30

Note: A foreign entity in delinquent status must file its past-due information report before the cancellation will be accepted. An entity in forfeited status must reinstate — by filing all past-due reports and paying the $85 penalty fee — before it can file for cancellation.

Frequently Asked Questions: Foreign Entities and Registered Agents in Kansas

Does a foreign entity need a separate registered agent for Kansas, even if it already has one in its home state?

Yes. Kansas requires every registered foreign entity to maintain a resident agent who independently satisfies Kansas eligibility rules under K.S.A. § 17-7925. An agent serving in the entity’s home state does not meet the Kansas requirement unless that same individual is a Kansas resident generally present at a Kansas street address, or the organization is authorized to transact business in Kansas with a Kansas business office. This rule applies equally to foreign corporations, foreign LLCs, foreign LPs, and every other registered foreign entity type. The entity may also designate itself as its own resident agent if it maintains a qualifying Kansas office.

What is the difference between a Certificate of Authority and a Certificate of Registration?

Kansas consolidated its foreign entity registration process under the Business Entity Standard Treatment Act, effective January 1, 2015. All foreign covered entities now file an Application for Registration under K.S.A. § 17-7931 rather than applying for a “certificate of authority.” The older term — certificate of authority — was used under the prior Kansas General Corporation Code provisions (former K.S.A. § 17-7301, repealed in 2015). Both terms refer to the filing that grants a foreign entity legal authorization to do business in Kansas. Current filings use Form FA, which the Secretary of State labels as an “Application for Registration.”

Can a foreign entity use a P.O. Box as its Kansas registered office address?

No. Under K.S.A. § 17-7924, the registered office address must include the building and suite number, street name or rural route number, city, state, and zip code. The instructions for Form FA specifically state that “a PO box is unacceptable.” A mailbox-only service, a virtual office that provides only a mailing address, or a telephone answering service does not satisfy the requirement. The resident agent must be generally present at the Kansas street address at sufficiently frequent times to accept service of process in person.

What happens if we close our Kansas office but our registered entity is still active?

Closing a physical office in Kansas does not automatically withdraw or cancel the entity’s registration. As long as the entity remains registered with the Kansas Secretary of State, it must maintain a resident agent and registered office in the state. If the entity has ceased doing business in Kansas, it should file Form FC — Certificate of Cancellation to formally end its Kansas registration. Allowing the registration to lapse without filing a cancellation can lead to forfeiture of the entity’s authority, delinquent information report fees, and the $85 reinstatement penalty.

Does registering a foreign entity in Kansas create a new legal entity?

No. Registration grants the existing foreign entity — already formed under the laws of another jurisdiction — the legal authority to do business within Kansas. Under K.S.A. § 17-7930, the laws of the entity’s home jurisdiction continue to govern its organization, internal affairs, and the liability of its members and governors. Kansas registration affects only the entity’s authorization and obligations within Kansas and does not create a separate legal person. This applies equally whether the entity is a corporation, LLC, limited partnership, or any other type.

Is a foreign entity required to file annual reports with the Kansas Secretary of State?

Kansas requires biennial information reports, not annual reports. Every foreign entity on file with the Kansas Secretary of State must submit an Information Report every two years. Entities that began doing business in an even year file in each succeeding even year; those that began in an odd year file in each succeeding odd year. For-profit entities must file by April 15 of their reporting year, and nonprofit entities must file by June 15. The filing fee is $90 online or $110 by paper for most entity types. Failure to file within 90 days of the due date results in forfeiture of the entity’s Kansas authority.

If my foreign entity’s registered agent in Kansas resigns, how long do I have to appoint a new one?

Under K.S.A. § 17-7929, the resident agent’s resignation does not become effective until 30 days after the certificate of resignation is filed with the Secretary of State. The entity should appoint a replacement and file Form ROA during that 30-day window. If the entity fails to designate a new agent within 60 days after the resignation filing, the Secretary of State will declare the entity’s registration forfeited. In the interim, once the resignation becomes effective without a replacement, the Secretary of State becomes the entity’s agent for service of process under K.S.A. § 60-304.

Do I need a certificate of good standing from my home state to register in Kansas?

No. Kansas does not require a foreign entity to attach a certificate of good standing or certificate of existence from its home jurisdiction. Instead, K.S.A. § 17-7931(d) requires the applicant to include in the registration “a statement made under penalty of perjury that, as of the day of the filing, the foreign covered entity exists in good standing under the laws of the jurisdiction of its organization.” This sworn statement substitutes for an attached certificate. The entity’s authorized person signs the application under penalty of perjury, affirming its good-standing status.

What is the filing fee to register a foreign LLC in Kansas?

The filing fee to register a foreign LLC in Kansas is $115. This fee is payable to the Kansas Secretary of State at the time the Application for Registration — Foreign Business (Form FA) is submitted. Checks and credit/debit cards are accepted. If the foreign LLC began doing business in Kansas before filing, it must also submit all past-due biennial information reports (up to the last ten years) at $90 each (online) or $110 each (paper), plus a one-time $85 penalty fee if any reports are filed after the entity’s forfeiture date. Filing fees for all other entity types appear in the registration forms table above.