How to Move an LLC to Kansas

An out-of-state LLC can change its state of organization to Kansas through statutory domestication. Kansas domestication is a legal transaction that changes an LLC’s state of organization, the state whose law primarily governs the company. An out-of-state LLC, also called a foreign LLC, that domesticates to Kansas becomes a Kansas LLC governed by the Kansas Revised Limited Liability Company Act (Kan. Stat. Ann. §§ 17-7662 through 17-76,155; 17-7679a; 17-76,103a).

The LLC is otherwise the same business entity before and after the domestication process. Whether the domestication can proceed also depends on the laws of the state the LLC is leaving. To find out whether your LLC qualifies and what the process involves, request a free analysis of your LLC move.

Some states use the name conversion for the legal procedure that changes an LLC’s state of organization, also called its domicile. In many of those states, a business can complete a conversion to change its domicile or to change its entity type. The same statutory process can accomplish either goal. Kansas has distinct procedures for LLCs.

A Kansas domestication changes a company’s domicile only, moving an out-of-state LLC into Kansas while it remains an LLC. A conversion in Kansas, by contrast, always changes a business into a different type of entity. For example, a Kansas LLC might convert into a Kansas corporation. Thus, an out-of-state LLC that wants to become a Kansas LLC must use Kansas’s domestication process, not the conversion process.

Why Transfer an LLC to Kansas

An LLC owner may domesticate into Kansas for a particular business purpose, or a Kansas LLC domestication may simply be a matter of convenience for the owner. Any of the following reasons could warrant a domestication into Kansas.

• Member or manager convenience. When business owners move to a new state, they often want to move their businesses, too. If an LLC owner moves to Kansas, legal compliance may be simpler if the LLC is governed by Kansas law, particularly if the business’s principal office is also in Kansas. Focusing on one state may also make interactions with government agencies more convenient.
• Legal advantages. A Kansas LLC domestication may be a wise business decision if Kansas law is a better fit for the company. An LLC could benefit from a transfer to Kansas if Kansas law allows a more flexible management structure or provides a more predictable legal environment in the LLC’s industry.
• Professional hiring. An LLC owner who hires an attorney, accountant, or other professional usually needs someone familiar with the LLC’s domicile state’s law. An owner who lives in Kansas can more easily find local professionals with expertise in Kansas law. A Kansas-based owner will have more difficulty finding someone local who is familiar with, for example, California law.
• Tax savings. There are often significant differences in tax rates between states. An LLC that moves to Kansas may save on taxes if it is coming from a state with higher business tax rates such as Minnesota or California. Owners may also save on personal taxes if they relocate to Kansas from a state like Iowa or Minnesota with higher individual income tax rates. A Kansas LLC domestication can also reduce an LLC’s tax burden if the company is no longer taxed by multiple states. A state can tax a business only if the business and the state have enough of a connection, or taxable nexus. An out-of-state LLC that domesticates to Kansas may pay less in taxes overall if the transfer ends the taxable nexus with the original state.
• Reduced paperwork and reporting costs. An LLC that is domiciled in another state but that does most of its business in Kansas must meet both states’ annual reporting requirements. The business may avoid future filings in its original state if it domesticates to Kansas. Thus, a Kansas domestication may reduce an LLC’s annual reporting obligations. Kansas requires a $50.00 annual fee and an annual report that can be filed online.

Kansas LLC Domestication Requirements

Kansas LLC domestication under Kan. Stat. Ann. § 17-78-501(b) is not available for every out-of-state LLC. An LLC domesticating to Kansas must comply with both Kansas law and the current state’s law. Kansas law controls the process and documents filed in Kansas and determines the domestication’s legal effects.

The current state’s law governs whether the LLC can domesticate to Kansas (the state must authorize domestication), the content of the written plan of domestication if required, the standard under which the LLC’s members or managers must approve the plan of domestication, and the effective date for the domestication.

Eligibility for Kansas LLC Domestication

An LLC considering domestication to Kansas must confirm that it is eligible for the process. The principal requirement is that the current state must authorize LLC domestications. Not all states do. The current state may call the process domestication, conversion, or another name. The important part is that the state must have a statutory procedure that lets an LLC organized in that state change its domicile to a new state.

Business owners must also review the LLC’s articles of organization and operating agreement to ensure there are no provisions that prevent domestication to a new state. If any restrictions are present, the LLC may need to formally amend the documents to allow the procedure.

An out-of-state LLC must also confirm that Kansas lets LLCs engage in the company’s field of business. Kansas generally authorizes LLCs to engage in any lawful business except that Kansas LLCs cannot issue insurance policies, assume insurance risks, or operate as banks. An out-of-state LLC involved in insurance or banking should not domesticate to Kansas.

Specialized Kansas LLCs

Kansas recognizes specialized forms of LLCs that are governed by Kansas LLC law and subject to extra legal requirements. An out-of-state LLC that will qualify as a special form of LLC under Kansas law must ensure that it meets all legal requirements before beginning a domestication.

A Kansas professional limited liability company (or PLLC) is an LLC formed for the purpose of providing a professional service. A professional service is a service that a person can offer in Kansas only with the necessary license, registration, or certification issued by a Kansas licensing body.

A Kansas PLLC must identify the professional service it provides in its articles of organization and must also file a certificate issued by the licensing office that states that the members have the necessary licenses and that the office has approved the PLLC’s proposed name.

Before starting a domestication, an out-of-state LLC that will offer a professional service in Kansas needs to confirm that its members and employees have the required licenses and that the company can abide by the Kansas licensing authority’s rules and regulations.

Another specialized form of Kansas LLC is called a public benefit LLC (or PBLLC). A Kansas PBLLC must be formed to produce a positive effect in one or more specific areas, and it must operate in a responsible and sustainable manner. A domesticating LLC that will act as a Kansas PBLLC must ensure that it can meet all PBLLC requirements. For example, a Kansas PBLLC must produce an annual statement outlining its efforts toward producing its intended public benefit.

Required Documents for Kansas LLC Domestication

The Kansas LLC domestication process involves preparing and adopting several domestication documents that must satisfy both states’ requirements. The domestication documents memorialize the terms of the domestication and control the company when the domestication takes effect.

• Plan of Domestication. A Plan of Domestication designed to comply with the requirements of both Kansas law and the law of the state that the LLC is moving from.
• Certificate of Domestication to Kansas. The Certificate of Domestication to Kansas with all information and any related documents needed for filing with the Business Filing Center of the Kansas Secretary of State.
• Domestication Document for Filing in Prior State. Depending on state law, this document may be called articles of domestication, statement of domestication, articles of conversion, certificate of conversion, statement of conversion, or a similar term.
• Kansas Articles of Organization. The Kansas Articles of Organization for filing with the Secretary of State’s Business Filing Center, establishing the LLC as a Kansas domestic entity and signed by an authorized person.
• Kansas Operating Agreement. A state-specific Operating Agreement to properly structure the LLC as a Kansas LLC, provide rules for profit distributions and decision-making, clarify the federal income tax classification, and help provide maximum liability protection.
• Resolution Authorizing Domestication. A resolution approving the transaction and adopting the Kansas organizational documents as the LLC’s governing documents.

The Certificate of Domestication to Kansas and the Articles of Organization accept electronic signatures under Kansas law.

The LLC also completes several administrative steps to implement the domestication after final versions of the Kansas domestication documents are ready.

• conducting a preliminary name search with the Business Filing Center of the Kansas Secretary of State to determine whether the LLC’s name is available in Kansas (if the name is unavailable
• a slight name change may be required); obtaining signatures on the Certificate of Domestication to Kansas and the Articles of Organization; filing the Certificate of Domestication to Kansas with the Business Filing Center (by mail or in person
• not by e-filing); filing the Articles of Organization with the Business Filing Center (by e-filing or attachment to the Certificate of Domestication);
• filing domestication documents with the Secretary of State or equivalent agency for the state that the LLC is moving from

Understanding the full domestication process, including document preparation and coordination between both states, is covered in detail in our guide to LLC domestication.

Cost of Moving an LLC to Kansas

The cost of moving an LLC to Kansas depends on the scope of work described above. The documents and filings involved require professional preparation to comply with both states’ requirements, and coordinating submissions with two separate state agencies adds further complexity. Professional preparation and state agency coordination are the primary cost drivers. To find out what your specific move will cost, request a free analysis of your LLC move.

In addition to professional service costs, the Kansas Secretary of State charges a $165.00 filing fee for the Articles of Organization and a $75.00 filing fee for the Certificate of Domestication to Kansas. The total Kansas filing fee for inbound domestication is $240.00. After completing the domestication, the LLC will need to pay a $50.00 annual report fee by April 15 of each year.

• Standard Filing: $165.00 (Articles of Organization) + $75.00 (Certificate of Domestication to Kansas) = $240.00 total.

The fees paid to Kansas are in addition to any filing fees that must be paid to the LLC’s original state. Most states charge a separate fee for LLCs domesticating out of state.

An out-of-state LLC that domesticates to Kansas will also incur labor costs and, if applicable, registered agent fees. Labor costs are the amounts charged by the service provider the LLC retains to manage the Kansas domestication.

Service providers may charge a flat fee or charge by the hour, with fee amounts varying by provider. Work that goes into a domestication includes obtaining and organizing information, drafting the domestication documents, communicating with the business owners and state agencies (the Secretary of State in Kansas), and filing domestication documents with state agencies.

Hiring a Commercial Registered Agent

Every Kansas LLC must designate a registered office and a registered agent. The registered office is a location where the LLC can be served with process and official communications. The registered agent is a person available to accept service and forward it to the LLC. The registered office must be a street address in Kansas.

The registered agent can be the LLC itself, an individual who lives in Kansas, a Kansas business entity, or a foreign business entity with authority to do business in Kansas. The registered agent must be regularly present at a Kansas address where the agent can accept service for the company.

LLCs often decide to hire a commercial registered agent, which is an individual or entity that serves as a business’s registered agent in exchange for an annual fee. A commercial registered agent helps to keep important communications organized and to avoid disruptions to members, managers, or employees’ work days.

A Kansas LLC without a Kansas business address can also hire a commercial registered agent to satisfy the legal requirement that an LLC have a registered office and registered agent physically present in Kansas.

A domesticating LLC that hires a commercial registered agent will incur the agent’s fee, typically between $100.00 and $150.00 per year, as part of the domestication process.

Processing Time for Kansas LLC Domestication Filings

A Kansas LLC domestication proceeds in several steps. The length of the process depends on how long each step takes.

Each step depends on the responsible person’s turnaround time: the business owners’ time to organize the necessary information, the service provider’s time to review the information and prepare the domestication documents, the owners’ time to approve and sign the draft documents (or request revisions), the service provider’s time to file the final domestication documents with state agencies, and the state agencies’ time to accept and process the filed documents.

The domestication becomes effective upon the date and time the Certificate of Domestication is filed with the Kansas Secretary of State, unless the certificate specifies a later effective date.

Legal Effect of Kansas LLC Domestication

Kansas LLC domestication moves an out-of-state LLC to Kansas while the company continues its existence as the same entity with the same date of formation. The company expends substantially less time and money on administrative matters compared to other methods for changing a business’s state of domicile.

A Kansas LLC that has completed domestication from another state is still the same company it was before the domestication, governed by the Kansas Revised Uniform Limited Liability Company Act (Kan. Stat. Ann. §§ 17-7662 through 17-76,155; 17-7679a; 17-76,103a). The LLC’s new Kansas articles of organization and operating agreement are in effect and bind the company and its members after the domestication. Kansas law declares that the legal effects of a domestication to Kansas are as follows:

• Day-to-day operations. A Kansas LLC domestication does not impact the business’s day-to-day operations. It can stay open, and employees can keep working throughout the process. The out-of-state LLC’s tax history, Employer Identification Number (EIN), and other identifying information now belong to the Kansas LLC.
• Company property and liabilities. The Kansas LLC owns all the same property that the out-of-state LLC owned before domestication. There is no need to transfer assets, and the domestication does not impair the LLC’s property rights. The Kansas LLC also owes all of the out-of-state LLC’s debts, taxes, and other liabilities.
• Business contracts remain valid and enforceable. A Kansas domestication does not interfere with the LLC’s business contracts. The Kansas LLC after domestication is still a party to agreements that involved the out-of-state LLC before domestication. All the company’s contractual rights, duties, and obligations stay with the Kansas LLC during and after the process.
• Legal proceedings. Any pending legal actions or proceedings involving the LLC continue in the name of the Kansas LLC. If the domestication involves a name change, the new name is simply substituted for the out-of-state LLC’s name.
• Membership interests. Owners’ interests in the out-of-state LLC convert under the terms set forth in the LLC’s plan of domestication. Interests in the out-of-state LLC typically become interests in the Kansas LLC in the same proportion, but the members can agree to a different treatment.
• Employment relationships are unaffected. The business’s employees are still employed by the same company throughout the domestication process. There is no need to end employment relationships and re-hire employees. Domestication does not disrupt employment relationships.
• No dissolution. An out-of-state LLC that domesticates to Kansas does not have to wind up its affairs. Domestication does not cause the LLC to dissolve and is not considered a dissolution. Rights of members, managers, or third parties that take effect if the company dissolves or liquidates are not triggered by the domestication unless the LLC’s operating agreement or the current state’s law specifically says otherwise. Additionally, the Kansas LLC need not register as an out-of-state (or foreign) LLC in the original state unless the company plans to do further business there. If the out-of-state LLC was qualified to do business in Kansas as a foreign LLC, its Kansas certificate of authority is automatically cancelled when the domestication takes effect. Registration as a foreign LLC in Kansas is no longer needed because the company is now a Kansas LLC.

Moving an LLC Out of Kansas

Kansas permits outbound LLC domestication under Kan. Stat. Ann. § 17-78-501(a). A Kansas LLC can domesticate to another state’s jurisdiction, provided that the destination state also authorizes the procedure.

Kansas Outbound Domestication Requirements

A Kansas LLC that domesticates to another state must file an Agreement of Domestication and a Certificate of Domestication with the Kansas Secretary of State’s Business Filing Center.

The Agreement of Domestication is the plan document that must be approved by the LLC’s members or managers in accordance with Kansas law and must include.

• the Kansas LLC’s name and entity type
• the LLC’s name and jurisdiction of organization after the domestication
• the manner of converting the interests in the Kansas LLC into interests in the new-state LLC
• the proposed articles of organization of the LLC in its new state
• the full text of the LLC’s new operating agreement proposed to be in writing
• the other terms and conditions of the domestication

Filing Fees for Moving an LLC from Kansas

The Kansas Secretary of State’s Business Filing Center charges a filing fee of $75.00 for an outbound Certificate of Domestication. The destination state will charge separate filing fees for its formation and domestication documents.

Kansas LLC Laws That Apply After the Move

The Kansas Revised Limited Liability Company Act (Kan. Stat. Ann. §§ 17-7662 through 17-76,155; 17-7679a; 17-76,103a) imposes ongoing requirements on all domestic LLCs, including those formed through domestication from another state. An LLC that domesticates to Kansas becomes subject to these obligations immediately upon effectiveness of the domestication.

Kansas Annual Report and Compliance Requirements

Kansas requires all domestic LLCs to file an Annual Report with the Kansas Secretary of State. The filing must occur between January 1 and April 15 of each year, or if the LLC has a tax period other than the calendar year, by the 15th day of the fourth month after the end of the LLC’s tax year.

The filing fee is $50.00. The annual report filing is one ongoing compliance requirement after domestication, as Kansas LLCs must file annually unless the LLC is cancelled or dissolved.

Kansas LLC Operating Agreement Requirements

Kansas refers to an LLC’s internal governance document as an “Operating Agreement” under Kan. Stat. Ann. § 17-7663(k). The Operating Agreement governs the LLC’s internal affairs, including the rights and obligations of members and managers, profit distributions, and management structure. The Operating Agreement is not filed with the state; it is maintained by the LLC as a private document.

Kansas LLC Member and Manager Protections

Kansas law provides member and manager protections through charging order exclusivity and dissociation rules. Under Kan. Stat. Ann. § 17-76,113, a charging order is the exclusive remedy by which a judgment creditor of a member or manager may satisfy a judgment out of the member’s or manager’s interest in the LLC.

This protection prevents creditors from forcing the sale of the LLC or accessing company assets to satisfy a member’s personal debt. If the resignation of a manager violates an operating agreement, in addition to any remedies otherwise available under applicable law, a limited liability company may recover from the resigning manager damages for breach of the operating agreement and offset the damages against the amount otherwise distributable to the resigning manager, under Kan. Stat. Ann. § 17-76,105.

Alternatives to Kansas LLC Domestication

When domestication is not available because the other state’s law does not authorize it, a merger-based reorganization achieves the same result. The reorganization involves forming a new Kansas LLC and merging the out-of-state LLC into it, with the Kansas LLC as the surviving entity.

The surviving LLC succeeds to all property, contracts, and obligations of the original LLC by operation of law. The merger filing with the Kansas Secretary of State’s Business Filing Center requires a Certificate of Merger or Consolidation, and the filing fee is $75.00, in addition to the $165.00 formation fee for the new Kansas LLC.

For a state-by-state comparison of LLC domestication and conversion laws across all states, see our guide to LLC domestication and conversion by state.