Prepared by U.S. Legal Forms, Inc.
Copyright 2016 - U.S. Legal Forms, Inc.
STATE OF KANSAS
PROFESSIONAL CORPORATION
Control Number: KS-00INC2
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
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 practice 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 code 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 Kansas 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; incorporators; 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 professional 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 practice 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 professional 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, wherever 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 domestic 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 things 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 contrary 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 corporation 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 professional 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
services 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 professional 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, liability 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 corporation 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 supervising 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 service 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 enforce 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 writing 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 calendar 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, directors 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 of 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 its 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 of 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 original 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 certificate 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 incorporation 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 their hands.
Formation Notes
Formation Requirements:
File "Articles 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 et 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 word "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 assistant 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 document 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 shareholders 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 qualified 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-00INCP: 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 instructions 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 days 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.
If available in .doc format, the forms may contain “form fields” created using Microsoft Word.
“Form fields” facilitate completion of the forms using your computer. They do not limit you
ability to print the form “in blank” and complete with a typewriter or by hand. To complete the
forms click on the gray shaded areas and type the information. For the separation agreement
complete the gray shaded areas and also make any other changes or additions to resolve all
issues.
If you do not see the gray shaded form fields, go the View menu, click on Toolbars, and then
select Forms. This will open the forms toolbar. Look for the button on the forms toolbar that
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complete the form.
Some forms may be “locked” which means that the content of the forms cannot be changed
unless the form is unlocked. You can only fill in the information in the fields. If you need to
make any changes in the body of the form, it is necessary for you “unlock” or “unprotect” the
form. IF YOU INTEND TO MAKE CHANGES TO THE CONTENT, DO SO BEFORE YOU
BEGIN TO FILL IN THE FIELDS. IF YOU UNLOCK THE DOCUMENT AFTER YOU
HAVE BEGUN TO COMPLETE THE FIELDS, WHEN YOU RELOCK, ALL
INFORMATION YOU ENTERED WILL BE LOST. To unlock click on “Tools” in the Menu
bar and then selecting “unprotect document”. You may then be prompted to enter a password. If
so, the password is “uslf”. That is uslf in lower case letters without the quotation marks. After
you make the changes relock the document before you begin to complete the fields. After any
required changes relock the form, then click on the first form field and enter the required
information. You will be able to navigate through the document from form field to form field
using your tab key. Tab to a form field and insert your data.
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 from 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 the 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 associated 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. In 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 perpetually.
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 regional 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 corporation 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
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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
* * *
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