Articles of Incorporation
Kansas state law requires that new corporations file articles of incorporation with the Kansas Secretary of State, which also requires a $90 filing fee ($84 if done online). These articles must meet the requirements of the Kansas General Corporation Code, which is in Chapter 17 of the Kansas Statutes, Articles 60-75.
The State of Kansas allows corporations to be formed for any lawful business activity. However, the nature of the corporation’s business or its purpose-or a general statement that the corporation may engage in any lawful act-must be included in the articles of incorporation.
At least one person (usually an initial director or officer) must sign the articles as incorporator. The incorporator’s primary duty is to deliver the articles of incorporation to the Kansas Secretary of State.
The articles must list the name and address of all incorporators, the names and addresses of the initial directors (if the powers of the incorporators will end after the articles are filed), and the classes-as well as par value and number of shares of each class-that the corporation is authorized to issue.
You can authorize shares with a stated par value or without par value; the most common practice is to issue shares without par value. The filing fee is not based on the number of authorized shares, so you can authorize as many as desired. Most incorporators authorize common shares with equal voting, dividend, and liquidation rights, and no special restrictions.
It’s also allowable to include other optional provisions into the articles of incorporation for those who want to formalize additional criteria, such as:
- Limitation of director liability to the corporation or its shareholders in certain situations
- Regulation of the powers of the corporation, as well as its board of directors and shareholders
- Personal shareholder liability for corporate debts in certain situations
- Preemptive shareholder rights
- A time limit on the corporation’s existence
- The manner of adoption, alteration, or repeal of bylaws