Fill and Sign the Kansas Legal Form Titles Legal Documentsus Legal Forms

Prepared by U.S. Legal Forms, Inc. Copyright 201 6 - U.S. Legal Forms, Inc. The contents of this package are as follows: 1. Statutory Reference 2. Selections from Statutes 3. Formation Notes 4. Forms List 5. Notes on Downloading the Forms 6. Notes on Completing the Forms 7. Instructions and Steps 8. Accessories 9. Disclaimer STATE OF KANSAS PROFESSIONAL CORPORATION Control Number: KS -00INC2 PROFESSIONAL CORPORATION for State -Licensed Professionals STATE OF KANSAS Electronic Version Statutory Reference Kansas Statutes Annotated: Chapter 17 - Corporations You may view all statutes referenced within, here: http://www.kslegislature.org/cgi -bin/statutes/index.cgi Selections from Statutes Professional Corporation: Selected Law – Selections from K.S.A. 17 -2706 et seq Professional Corporations. Some portions of the selected material has been highlighted in red. You should read and understand all of K.S.A. Chapter 17 - Corporations, and consult a local attorney if you have questions. 17 -2707. Definitions. As used in this act, unless the context clearly indicates that a different meaning is intended: (a) "Professional corporation" means a corporation organized under this act. (b) "Professional service" means the type of personal service rendered by a person duly licensed by this state … (c) "Regulating board" means the court, board or state agency which is charged with the licensing and regulation of the practice of the profession which the professional corporation is organized to render. (d) "Qualified person" means: (1) Any natural person licensed to prac tice the same type of profession which any professional corporation is authorized to practice; … 17 -2708. Professional corporations; general corporation law applicable. Except as otherwise provided, the Kansas general corporation c ode contained in K.S.A. 17 -6001 et seq. , and amendments thereto, shall apply to a professional corporation organized pursuant to this chapter. Any provisions of the professional corporation law of Kansas shall take precedence over any provision of the Kansas general corporation code which conflicts with it. The provisions of the professional corporation law of Kansas shall take precedence over any law which prohibits a corporation from rendering any type of professional service. Any person authorized to form a professional corporation under K.S.A. 17 -2701 et seq. and amendments thereto also may incorporate under the Kansas general corporation code contained in K.S.A. 17 -6001 et seq. , and amendments thereto, or organize under the Kans as limited liability company act contained in K.S.A. 2001 Supp. 17 -7662 et seq. , and amendments thereto, or organize as a limited liability partnership as defined in K.S.A. 2001 Supp. 56a -101 and amendments thereto. 17 -2709. Same; incorpora tors; articles of incorporation; regulating boards to issue certificates, fees; application and recording fee. (a) One or more natural persons, each of whom is licensed to render the same type of professional service within this state, may incorporate a pr ofessional corporation to practice that same type of professional service by filing articles of incorporation with the secretary of state. The articles of incorporation shall set forth as its purpose the type of professional service to be practiced through the professional corporation and shall otherwise meet the requirements of the general corporation code of the state of Kansas. A certificate by the regulating board of the profession involved that each of the incorporators is duly licensed to pr actice that profession, and that the proposed corporate name has been approved, shall be filed in the office of the secretary of state prior to issuance of the certificate of incorporation . When two or more types of professions are to be rendered by such corporation, as shown in the articles of incorporation, a certificate of each regulatory board shall be required. Whenever an amendment is filed to change the name or purposes of any profess ional corporation, a certificate of each regulatory board involved shall be required. … (c) At the time of filing its articles of incorporation, every professional corporation shall pay the fees required by subsection (a) of K.S.A. 17 -7502. 17 -2710. Same; purposes and powers. A professional corporation may be organized only for the purpose of rendering one type of professional service and service ancillary thereto and shall not engage in any other business, … but shall be deemed to have the following purposes, whether or not authorized by its article of incorporation: (a) To purchase, receive, lease, or otherwise acquire, own, hold, improve, use and otherwise deal in and with, real or personal property, or any interest therein, wh erever situated; (b) to purchase, receive, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares of other interests in, or obligations of, other do mestic or foreign corporations, associations, partnerships or individuals, insurance or annuities in any form, or direct or indirect obligations of the United States or of any other government, state, territory, governmental district or municipality or of any instrumentality thereof; (c) to pay pensions and establish pension plans, profit -sharing plans, stock bonus plans, stock option plans and other incentive plans for any or all of its directors, officers and employees; (d) to do all thing s necessary or incidental to the practice of the profession which the professional corporation is authorized to practice. 17 -2711. Same; corporate name. The corporate name of a corporation organized and operating hereunder may be any name not con trary to law or the ethics of the profession involved. Such name may include any name set forth in K.S.A. 17 -6002 but in all cases the corporate name shall end with the word "chartered" or "professional association" or the abbreviation "P.A. " 17 -2712. Same; shares, who may hold; transfer, how; securities law not applicable. (a) A professional corporation may issue the shares of its capital stock only to a qualified person . A shareholder may voluntarily transfer their shares in a professional corporat ion to the corporation or to a qualified person with the prior written consent of the corporation unless the articles of incorporation otherwise provide. No shares may be transferred upon the books of the professional corporation or issued by the professio nal corporation until there is presented to and filed with the corporation a certificate by the regulating board stating that the person to whom the transfer is to be made or the shares issued is duly licensed to render the same type of professional servic es as that for which the corporation was organized. No shareholder shall enter into any voting trust agreement, proxy, or any other type of agreement vesting another person, other than another shareholder of the same corporation, with authority to exercise the voting power of any or all of their stock. The issuance or transfer of any shares and any proxy, voting trust or other agreement made in violation of this section shall be null and void. Every certificate of stock issued by a professional corporation shall contain substantially the following provision: "The ownership and transfer of this stock and the rights and obligations of stockholders are subject to the limitations and provisions of the professional corporation law of Kansas." (b) The Kansas securities law as contained in article 12 of chapter 17 of the Kansas Statutes Annotated shall not be applicable to nor govern any transactions relating to any shares of a professional corporation. (c) A general partnership , if all partners thereof are authorized to render a professional service permitted by the articles of incorporation of the issuing professional corporation and in which at least one partner is authorized by a licensing authority of this state to render in this state a professional service permitted by the articles of incorporation of the corporation, shall be deemed a qualified person for purposes of this section. (d) A professional corporation or foreign professional corporation in which at least one shareholder is authorized by a licensing authority of this state to render in this state a professional service permitted by the articles of incorporation of the corporation shall be deemed a qualified person for purposes of this section. 17 -2713. Same; directors and officers. No person may be a director or officer, other than secretary, of a professional corporation unless he is a shareholder . If the number of shareholders is less than three the number of directors may likewise be less than three, and the officers may be president, treasurer and secretary only, which offices may be combined in one or more persons. 17 -2715. Same; act not to affect professional relationships; liability of employee or shareholder of corporation, extent. The profes sional corporation law of Kansas shall not affect any law, duty, right or privilege arising out of or applicable to the relationship between a person rendering professional services and a person receiving those services, including, but not limited to, liab ility or privilege arising out of the professional services. All rights and obligations pertaining to communications made to, or information received by any qualified person, or such person's advice thereon, shall be extended to the professional corporatio n of which such person is a shareholder or employee, and to the corporation's officers and employees. Every individual who renders a professional service as an employee of a professional corporation or a foreign professional corporation shall be liable for any negligent or wrongful act or omission in which such individual personally participates to the same extent as if such individual rendered such service in such individual's individual capacity. An employee or shareholder of a professional corporation or a foreign professional corporation shall not be liable for the conduct, actions or omissions of other employees in which such employee or shareholder did not personally participate unless such employee or shareholder was negligent in appointing or supervi sing that employee. Except as provided in this section, the liability of an employee or shareholder of a professional corporation or foreign professional corporation in such employer or shareholder's capacity as such shall be no greater in any respect than that of an employee or a shareholder of a corporation organized under the Kansas general corporation code contained in K.S.A. 17 -6001 et seq . and amendments thereto. 17 -2716. Same; authority of professional licensing boards not restricted by this act; additional regulations. Nothing in this chapter restricts or limits in any manner the authority and duty of any regulating board for the licensing of individual persons rendering professional service or the practice of the profession which is within the jurisdiction of the regulating board, notwithstanding that the person is an officer, director, shareholder or employee of a professional corporation and rendering professional servi ce or engaging in the practice of the profession through the professional corporation. Each regulating board shall adopt and enforce, pursuant to law, any additional rules and regulations governing the practice of each profession as are necessary to enforc e and comply with this chapter and the law applicable to each profession. 17 -2718. Same; annual report; franchise tax. (a) Each professional corporation organized under the laws of this state shall file with the secretary of state an annual report in w riting and a copy or duplicate thereof, stating the prescribed information concerning the corporation at the close of business on the last day of its tax period next preceding the date of filing, but if any such corporation's tax period is other than the c alendar year it shall give notice thereof to the secretary of state prior to December 31 of the year it commences such tax period. The report shall be filed at the time prescribed by law for filing the corporation's annual Kansas income tax return, except that such corporation may apply to the secretary of state not more than 90 days after the due date of its annual report for an extension of the time for filing the report, and an extension shall be granted for a period of time corresponding to that granted under the internal revenue code or K.S.A. 79 -3221, and amendments thereto. The report shall be made on a form provided by the secretary of state, containing the following information: (1) The names and residence addresses of all officers, directo rs and shareholders of the professional corporation; (2) a statement that each officer, director and shareholder is or is not a qualified person as defined in K.S.A. 17 -2707, and amendments thereto, and setting forth the date on which any shares o f the corporation were no longer owned by a qualified person; and (3) the amount of capital stock issued. (b) The report shall be signed by its president, secretary, treasurer or other officer duly authorized so to act, or by any two of i ts directors, or by an incorporator in the event its board of directors shall not have been elected. The fact that an individual's name is signed on such report shall be prima facie evidence that such individual is authorized to sign the report on behalf o f the corporation; however, the official title or position of the individual signing the report shall be designated. This report will be dated and subscribed by the person as true, under penalty of perjury. The copy of the annual report or the duplicate or iginal copy of the annual report shall be forwarded to the regulatory board which licenses the shareholders described in the report. At the time of filing its annual report, each professional corporation shall pay the annual franchise tax prescribed by K.S .A. 17 -7503, and amendments thereto. 17 -2719. Same; forfeiture of corporate right, when; trustees, powers. The certificate of incorporation of any corporation organized under this chapter shall be automatically forfeited as of the last day of December in any year if the corporation fails to file the certificate required under this section, or if the certificate filed reflects that any shares of the corporation have been owned by an unqualified person for more than one year preceding the date of the cert ificate and that no action as required herein has been timely instituted to fix the fair value of such shares. In the event of any such forfeiture, all the powers, privileges and franchises conferred upon such corporation by its certificate of incorporatio n shall be subject to rescission, and the secretary of state shall notify the corporation by mail, addressed to its registered office, as disclosed by the records of his office, that its corporate existence and rights in this state have been forfeited and canceled, and the corporation dissolved subject to rescission as provided in chapter 17, Kansas Statutes Annotated. The directors and officers in office when any such forfeiture occurs shall be the trustees of the corporation, shall have full authority to wind up its business and affairs, sell and liquidate its property and assets, pay its debts and obligations and to distribute the net assets among the shareholders. The trustees as such shall have power to sue for and recover the debts and property due to corporation, describing it by its corporate name, and may be sued as such. The trustees shall be jointly and severally responsible to the creditors and shareholders of the corporation to the extent of its property and effects that shall have come into thei r hands. Formation Notes Formation Requirements: File "A rticles of Incorporation," which must include the corporate name, professional purpose, name of resident agent, street address of registered office, number of authorized shares with par value, and the name and address of each incorporator. K.S.A. 17 -2706 e t seq.; 17 -6002. Resident Agent Requirement : Yes, K.S.A. 17 -6002. Registered Office Requirement : Yes, K.S.A. 17 -6002. Name Requirements: The name may include any name set forth in K.S.A. 17 -6002, but in all cases the corporate name must end with the wor d "chartered" or "professional association" or the abbreviation "P.A." K.S.A. 17 -2711. Name Restrictions: Must be distinguishable upon the record from other entity names filed with the Secretary of State. K.S.A. 17 -2708; 17 -6002. Signatures: The articles of incorporation shall be signed by the incorporator or incorporators. All other documents shall be signed by the chairperson or vice -chairperson of the board of directors, or by the president or vice -president, and attested by the secretary or an assista nt secretary, or by such officers as may be duly authorized to exercise the duties ordinarily exercised by the president or vice -president and by the secretary or assistant secretary of a corporation. K.S.A.17 -6003;17 - 2708. Notarization: Signing the docum ent constitutes an oath or affirmation, under the penalties of perjury, that the facts stated in the document are true. K.S.A. 17 -6003;17 -2708; 53 -601. Amendments to Articles: A corporation may amend its articles of incorporation from time to time in any respects as may be desired, so long as its articles of incorporation, as amended, would contain only such provisions as would be lawful and proper to insert in the original articles. An amendment of the name or purpose of the professional corporation must be accompanied by a board certificate. K.S.A. 17 -6601 et seq.; K.S.A. 17 -2708; 17 -2709. Annual Reports: The report must contain the name of the corporation; the location of the principal office; the names and addresses of all the officers, directors and s hareholders of the professional corporation; a statement that each officer, director and shareholder is or is not a qualified person as defined in K.S.A. 17 -2707 and setting forth the date on which any shares of the corporation were no longer owned by a qu alified person; and the amount of capital stock issued. K.S.A. 17 - 2718; 17 -7503. Dissolution: Dissolution prior to commencing business, K.S.A. 17 -6803. Dissolution by written consent, K.S.A. 17 -6804(c). Dissolution by stockholders' meeting, K.S.A. 17 -6804 (b); 17 -2708. Professional Board Certificate: A certificate from the professional board is required for articles of incorporation and amendments changing the name or purpose of the professional association. K.S.A. 17 -2709. Professional Services: See K.S .A. 17 -2707 and L. 2001, ch. 194 for a list of professional services recognized under the professional corporations law. Source: Kansas Secretary of State Forms List The following forms are available for download with this package.  KS -NAMERESV: Application for Reservation of Entity Name  KS -00INC P: Articles of Incorporation  KS -PC -TL: Sample Transmittal Letter  KS -PC -OM: Sample Organizational Minutes  KS -PC -BL : Sample Bylaws  US -IRS -SS -4: Application for Federal Tax Identification Number & Instructions  US -IRS -2553 : Election of “S” Corporation Status & Instructions  KS -PC -AM : Sample Annual Minutes  KS -PC -CR : Sample Corporate Notices of Meetings, Resolutions, Simple Stock Ledger & Certificate Instructions on using the forms are either included with the forms and/or found in the Steps to Incorporate section, below. * * * Notes on Downloading the Forms In order that we can provide you with the most up to date forms at all times, all forms are located on our servers for you to down load, complete and print. Downloading instruct ions are provided and we will assist if you have any problems. From the download page, the easiest procedure to download the forms is to right click on the form links and select “save target as” to save each form to your hard drive. You will have six da ys during which you can return to the forms download page to download the forms again if needed. You are advised to save the forms to your computer as soon as possible to avoid any problem with the six day limit. * * * Notes on Completing the Forms The forms in this package may be available in Adobe Acrobat (“.pdf”) and/or Microsoft Word (“.doc”) format. If available in .pdf format, the forms will contain “fillable” blanks which you can type directly into, and print. However, you can still print the form and fill in with a typewriter or by hand if you desire. 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If you experience problems, please let us know. * * * Steps to Incorporate Step 1: It is recommended that you reserve a corporate name in order to assure that your Articles of Incorporation are not rejected because the name you have selected is not available. You may skip this step and go to Step 2, but if the corporate name you have selected is not available, the Articles of Incorporation will be rejected and returned to you. See FORM: KS -NAMERESV APPLICATION FOR RESERVATION OF ENTITY NAME  This form should be typed or printed in BLACK ink.  The name of a professional corporation may be any name not contrary to law or the ethics of the profession involved, but MUST end with the word "chartered" or "professional association" or the abbreviation "P.A." A proposed name must be distinguishable fro m other business names on records of the Secretary of State.  A name is reserved for A NON -RENEWABLE 120 day PERIOD  This must be submitted in duplicate (original and one copy).  The filing fee is $35.00. To reserve a corporate name, mail the original and one copy of your RESERVATION OF CORPORATE NAME along with the $35.00 filing fee (Make check payable to the Secretary of State) to: Kansas Secretary of State Corporation Division First Floor, Memorial Hall 120 S. W. 10th Ave. Topeka, KS 66612 -1594 Phone: 785 -296 -4564 FAX: 785 -296 -4570 Step 2: See FORM: KS -00INCP FOR PROFIT ARTICLES OF INCORPORATION  This form should be typed or printed in BLACK ink.  Article One: Name of the Corporation – Fill in the name you have reserved.  Article Two: Address of registered office in Kansas – DO NOT USE A P.O. BOX. Provide name of Registered Agent. Note that the address of the registered agent MUST be t he same as the address of the registered office.  Article Three: Nature of Corporate business or purpose – You should insert the following (or similar) text: “This professional corporation’s purposes include: r endering the professional services associate d with the practice of _____________ and services ancillary thereto, and performing any lawful act or activity which professional corporations may engage in under Kansas law, including acts specifically permitted by K.S.A. 17 -2710.”  Article Four: Total number of shares the Corporation is authorized to issue. THIS CORPORATE PACKET PROVIDES ONLY FOR THE ISSUANCE OF COMMON STOCK. You will have to decide how many shares the corporation will authorize and the par value (minimum: $1.00) of each share is. I n the next blank, write the word “NONE” since this form does not provide for same.  Article Five: Name and mailing address of each incorporator – Provide the name and mailing address of the incorporator(s). You only need ONE incorporator.  Article Six : Write “NOT APPICABLE” IN THIS BLANK.  Article Seven: You must decide if the professional corporation is to exist perpetually or have a set term. Unless you have a specific reason to set a term, it might be better to let the corporation exist perpetual ly.  THE INCORPRATOR MUST SIGN AND THE NAME(S) MUST BE THE SAME AS LISTED ABOVE IN ARTICLE FIVE. While there are no specific instructions regarding this, it is best to print your name below your signature and to also write the date below the signature(s ) and printed name(s).  This must be submitted in duplicate (original and one copy).  The filing fee is $90.00. Step 3: Mail the original and one copy of the FOR PROFIT ARTICLES OF INCORPORATION along with the filing fee OF $90.00 (Make check payable to Secretary of State) to: Kansas Secretary of State Corporation Division First Floor, Memorial Hall 120 S. W. 10th Ave. Topeka, KS 66612 -1594 A sample cover letter to send with ARTICLES OF INCORPORATION is included in this packet. See FORM: KS -PC -TL SAMPLE TRANSMITTAL LETTER Step 4: Upon return of the Articles of Incorporation, conduct an Initial meeting at which time directors and officers are elected, by -laws are adopted, and other action is taken. See FORM : KS -PC -OM SAMPLE ORGANIZATIONAL MINUTES See FORM: KS -PC -BL SAMPLE BY -LAWS Step 5: Apply for a Federal Tax Identification Number. This is done with form IRS -SS - 4. Mail to your reg ional IRS office. See Supplemental Form: US -IRS -SS -4 APPLICATION FOR FEDERAL TAX ID & INSTRUCTIONS Step 6: If you elect Subchapter S status so that the corporat ion income and losses will pass to the shareholders, complete and file form 2553 with the Internal Revenue Service. It is important that this form be filed timely or the corporation will have to pay the C Corporation tax rate. See Supplemental Form: US -IRS -2553 ELECTION OF S -CORPORATION STATUS & INSTRUCTIONS Step 7: Open a Corporate bank account and conduct business. Step 8: Hold an annual meeting of the directors and shareholders at least once a year to elect directors and officers for the upcoming year and to take action as needed. See FORM: KS -PC -AM SAMPLE ANNUAL MINUTES General: For your convenience, additional forms are included such as Sample Corporate Notices of Meetings, Resolutions, Simple Stock Ledger & Certificate. See Supplemental Form: KS -PC -CR * * * Accessories U. S. Legal Forms, Inc. offers the following corporate accessories: Corporate Seal: If you would like to order a corporate seal call U.S. Legal Forms, Inc. at (601) 825 -0382. Engraved with your name: $24.95 plus shipping, or see http://www.uslegalbookstore.com/officeproducts/ Corporate Books: See http://www.uslegalbookstore.com/officeproducts/ Imprinted (or blank) Lithographed Stock Certificates: Preview: http://www.uslegalforms.com/images/cert2.gif Order for your state: http://www.uslegalforms.com/stock -certificates.htm * * * Disclaimer THESE MATERIALS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL U. S. LEGAL FORMS, INC. 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