17-7301. Foreign corporations; application to do business in Kansas; contents of application; filing and certification by secretary of state, conditions.
17-7301
17-7301. Foreign corporations; application to do
business in Kansas; contents of application; filing and certification by
secretary of state, conditions.
(a) As used in this act, the words "foreign corporation" mean a corporation
organized under the laws of any jurisdiction other than this state.
(b) No foreign corporation shall do any business in this state, through or by
branch offices, agents or representatives located in this state, until it has
filed in the office of the secretary of state of this state an application for
authority to engage in business in this state as a foreign corporation. Such
application shall be filed in accordance with K.S.A. 17-6003 and amendments
thereto and shall include:
(1) A certificate issued within 90 days of the date of application by the
proper officer of the jurisdiction where such corporation is incorporated or by
a third-party agent authorized by the secretary of state attesting to the fact
that such corporation is a corporation in good standing in such jurisdiction;
(2) a statement that the corporation is in good standing in the state of
incorporation as of the date the application is signed;
(3) the address of the principal office of the corporation;
(4) the full nature and character of the business the corporation
proposes to conduct in this state, including whether the corporation
operates for profit or not for profit;
(5) the location of the registered office of the corporation in this state
and the name of its resident agent for service of process required to be
maintained by this act;
(6) the date on which the corporation commenced, or intends
to commence, doing business in this state; and
(7) an irrevocable written consent of the foreign corporation that actions
may be commenced against it in the proper court of any county where there is
proper venue by service of process on the secretary of state as provided for in
K.S.A. 60-304, and amendments thereto, and stipulating and agreeing that such
service shall be taken and held, in all courts, to be as valid and binding as
if due service had been made upon an officer of the corporation.
The application shall be executed and filed in accordance with
K.S.A. 17-6003, and amendments thereto.
(c) After receipt of the application and fee, if the secretary of state finds
that it complies with the provisions of this section, the secretary of state
shall record the original application and return the original, certified in
accordance with K.S.A. 17-6003, and amendments thereto. The certified copy of
the application shall be prima facie evidence of the right of the corporation
to do business in this state. The secretary of state shall not file such
application unless:
(1) The name of the corporation is such as to distinguish it upon the records
of the office of the secretary of state from the name of any other corporation,
limited liability company or limited partnership organized under the laws of
this state or reserved or registered as a foreign corporation, limited
liability company or limited partnership under the laws of this state;
(2) the corporation has obtained the written consent of such other entity,
which has the same name and such consent has been executed and filed with the
secretary of state; or
(3) the corporation indicates, as a means of identification and in its
advertising within this state, the state in which it is incorporated.
History: L. 1972, ch. 52, § 141;
L. 1973, ch. 100, § 18;
L. 1975, ch. 144, § 2;
L. 1987, ch. 89, § 2;
L. 1999, ch. 41, § 4;
L. 1999, ch. 149, § 2;
L. 2000, ch. 39, § 44;
L. 2004, ch. 143, § 78; Jan. 1, 2005.