House Bill 2660, effective July 1, 2024, amends the business entity laws to, among other things, authorize a change of registered office address that is a residence by a current occupant, provide that an application for registration of a foreign filing entity must contain a statement made under penalty of perjury that it is in good standing, and change the due dates for filing biennial reports of various business entities to make them more uniform. Reports for for-profit entities will be due not later than April 15 of the year they are due. Reports for nonprofit entities will be due not later than June 15 of the year due.
Senate Bill 244, effective July 1, 2023, amends the general corporation code regarding, among other things, the use of electronic transmissions and signatures, emergency bylaws, indemnification, stock certificates, business combinations, mergers, appraisal rights, dissolution, revival, and amends the provisions regarding the contents of annual reports for various entities.
House Bill 2391 (Laws of 2021) requires business entities to file a biennial business entity information report with the Secretary of State, instead of an annual report as is currently required. Although the bill provides for a January 1, 2023 implementation date, the Kansas legislature passed a budget proviso that delays implementation until January 1, 2024.
House Bill 2039 (Laws of 2019) amends sections of the LLC law, effective July 1, 2020, on such issues as series LLCs, cancellations, mergers and consolidations, and reinstatements.
Case summaries
Misleading Financing Statement
In re: TW Automation, LC, Case No. 23-21184, decided December 2, 2024. The U.S. Bankruptcy Court for the District of Kansas held that a financing statement filed by the Small Business Association was seriously misleading and therefore ineffective under Kansas’ UCC law. The financing statement listed the debtor’s name using the entity indicator “LLC” at the end of its name. However, the debtor’s actual entity indicator was “LC”. Kansas’ search logic as set forth in its administrative regulations disregards certain words and abbreviations at the end of a name that indicate the existence or nature of an organization. However, the list does not include “LC”. Therefore, according to the court, “LC” is not disregarded under Kansas’ search logic, and a search of the debtor’s correct name would not and did not disclose a financing statement under the name with the “LLC” ending.
Albers Finishing & Solutions, LLC v. RK Inc., Case No. 18-1225, decided 12/4/18. The US District Court, District of Kansas ruled that a Missouri corporation was not doing business in Kansas pursuant to Sec. 17-7932 of the Kansas corporation law where, pursuant to a contract consummated outside of Kansas, it manufactured equipment outside of Kansas which its employees installed in Kansas. The only activity that did not fall within the statute was the training of the buyer’s employees on the use of the equipment. However, within the facts of this case that activity did not constitute doing business.
Other notices
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