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HB 2117

Modifying certain business filing and fee requirements for business trusts, foreign corporations and limited partnerships; authorizing professional corporations or limited liability companies formed or organized to render a professional service to participate in transactions under the business entity transactions act; and making certain information provided by registered agents a public record.

2025-2026 Regular Session

HB 2117 modernizes Kansas Secretary of State filing rules, allows professional entities to use Business Entity Transactions Act, and makes resigning resident-agent details public.

Approved by Governor on Wednesday, March 26, 2025
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WeVote Research Nonpartisan
Bill Summary · HB 2117

Summary — HB 2117 (enacted March 26, 2025; law effective July 1, 2025)

Purpose
- Simplify and modernize several Secretary of State business‑filing procedures and fees; authorize certain professional entities to use statutory business‑entity transaction procedures; and make specified information submitted by a resigning registered (resident) agent a public record.

Key provisions and changes
- Business trusts (K.S.A. 17-2037)
- Replaces the old requirement to file a certified trustees’ resolution to withdraw with a requirement to file a certificate of dissolution or withdrawal executed by an authorized person.
- Replaces the fixed $20 withdrawal fee with the Secretary of State’s filing fee (set at time of filing), not to exceed $150.
- Retains requirement to file outstanding business entity information reports and fees; preserves the 5‑year winding‑up protections and liability provisions following withdrawal.

  • Foreign corporations (K.S.A. 17-7302)

    • Requires foreign corporations admitted to do business in Kansas to file merger/consolidation notices or amendments on a form prescribed by the Secretary of State (in lieu of the previous certificate of the proper officer of the foreign jurisdiction).
    • Filing deadlines remain (e.g., within 30 days after the merger/consolidation becomes effective or within 30 days after an amendment affecting the Kansas application).

  • Professional service entities (K.S.A. 17-78-110)

    • Removes professional corporations and professional limited liability companies (those formed/organized to render a professional service) from the list of entities barred from participating in transactions under the Business Entity Transactions Act, allowing them to use those statutory transaction procedures.

  • Registered (resident) agents (K.S.A. 17-7929)

    • When a resident agent files a certificate of resignation, the name, postal address, and contact information of the officer/director/employee or designated agent that the resigning agent identifies (i.e., the person authorized to receive communications from the resident agent) will be a public record. (The statute continues to require 30 days’ notice and makes resignation effective 30 days after filing.)

  • Limited partnerships

    • Removes the requirement that the certificate of limited partnership state the latest date of dissolution.
    • Replaces an existing $150 application fee structure for limited partnership filings (including foreign LPs) with a Secretary of State–established fee not to exceed $150.

Affected parties
- Domestic and foreign business trusts doing business in Kansas
- Foreign corporations admitted in Kansas
- Professional corporations and professional LLCs
- Limited partnerships (domestic and foreign)
- Resident/registered agents and covered entities receiving resignation notices
- Secretary of State — gains authority to prescribe forms and to set certain fees (capped at $150)

Procedural/timing notes
- Amends multiple Kansas statutes: K.S.A. 17-2037, 17-7302, 17-78-110, 17-7929 and K.S.A. 2024 Supp. 56-1a151 and 56-1a605.
- Governor approved March 26, 2025; enrolled law indicates effective July 1, 2025.
- Fiscal note: Secretary of State reports no fiscal effect on agency operations; fee caps (≤ $150) apply where the Secretary of State may set fees.

Background
- Bill was requested by the Office of the Secretary of State; committee reports describe the changes as simplification and modernization of filing law and processes.

Compiled from official sources — confirm details with the bill’s official record.

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