Registering Your Startup to do Business in Kansas

Forming your business entity in Delaware—specifically, a corporation—gives you a lot of flexibility, but you may still need to follow local laws depending on what state you operate in.

Specifically, if you do business in Kansas, you need to register with the state. We’ll walk through the process and simplify it. But first, how can you tell whether you’re legally doing business in Kansas?

Delaware C corps—and all other corporations formed outside of Kansas—are referred to as “foreign” corporations by the State.

Kansas statutes do not specifically define what is considered doing business in the state. However, Kansas statutes provide that the following activities would not require you to register with the State:

• Defending or settling a lawsuit
• Having a bank account in the state
• Selling through independent contractors

Every state has rules about when a company is required to pay sales tax. These are called sales tax nexus rules.

You can think of the nexus as a special version of that state’s border; if you perform certain business activities within that border, you fall into the state’s sales tax nexus, and you’re required to register for and collect state sales tax.

Typically, these actions take the form of buying and selling goods and services.

In Kansas, the sales tax nexus rules only apply to sellers who sell physical goods or services to Kansas residents.

Until 2018, selling or buying non-physical goods—like subscriptions to streaming services, SaaS memberships, etc.—did not, generally speaking, qualify you for sales tax nexus. After an important court ruling in 2018, that changed. Now, if you buy or sell non-physical goods or services in a state, you may fall within its sales tax nexus.

If you have physical presence in Kansas, then you will likely need to collect and remit sales tax. The Kansas Department of Revenue is not particularly clear on what physical presence in the state. Traditionally, you would be physically present in a state if you have warehouses, retail spaces, or employees and/or representatives of the business in the state.

You will need to pay sales tax as long as you have physical presence regardless of any minimum thresholds. You can learn more about physical presence for sales tax purposes through the State’s website.

The new state sales tax laws applying to non-physical (ie. internet) sales allow you to qualify for sales tax nexus even without physical presence or goods. In Kansas, you need to cross a certain threshold to qualify.

You will need to collect and remit sales tax if you collect $100,000 or more in gross revenue from Kansas sales in a previous or current calendar year.

If you would like to take a deep dive, you can check out the State’s website.

As usual, this isn’t legal advice—just a guide. If you’re not 100% clear on whether you fall within Kansas’s sales tax nexus, it’s best to confer with your legal counsel and/or an accountant that has expertise in Kansas’s legal code and tax regulations.

• Select a name under which to do business. This doesn’t have to be the name you registered when incorporating in Delaware, but it can be.
• Fill out an application. You’ll need to file an Application for Registration of Foreign Covered Entity to the Kansas Secretary of State along with a Delaware Certificate of Good Standing.
• Pay the fee. Now you pay the Kansas Secretary of State a $115 filing fee.
• Submit your Application for Registration of Foreign Covered Entity.
• Wait. Processing typically takes two to four weeks.

To stay in compliance and continue legally doing business in Kansas, you need to meet two requirements: maintaining a resident agent and filing your annual report. On top of that, you will also need to pay a corporate income tax.

Kansas requires that you have a resident agent for your company after you register to do business in the state. The resident agent is similar to what most other states refer to as a resident agent Your resident agent in Kansas is your point of contact with local authorities. If you don’t have a physical address for your company in Kansas, it may be advantageous to find a resident agent to receive state notices on your behalf.

Foreign corporations are required to have a registered office in Kansas. The office cannot be a P.O. box, rather it must be a physical address of your resident agent or a licensed resident agent service.

Your resident agent will forward any important information, such as business mail, to you. There are a number of firms that contract out resident agents. They typically cost $50 – $100 per year.

Every year, you must file a statement with the State, updating any changes to the company address or the composition of the Board and officers. You’ll include info like:

• The legal name of your business
• The name and address of your resident agent
• The names and addresses of board members, managers, and officers

The filing fee for the annual report is $55.

A corporate income tax is a tax imposed directly on the income of your corporation. For more information on filing and paying your corporate income taxes, please see the following guidance from Kansas Department of Revenue.

If you meet the requirements to collect transaction privilege tax in Arizona, you will need to apply for an Arizona transaction privilege tax license. You can apply for a transaction privilege tax license online.

If you meet the requirements to collect sales tax in Kansas, you will need to apply for a sales tax certificate. Kansas provides two ways for you to register to collect sales and use tax depending on what is best for your company:

1. Kansas Department of Revenue provides a Business Tax Registration online which allows you to register for only Kansas sales and use tax collection.
2. Streamlined Sales Tax Registration System lets you register for sales tax for multiple states. Kansas is part of this system so you can register to collect Kansas sales and use tax through the Streamlined Sales Tax Registration System.

When you hire a new employee in Kansas, federal and state laws require that you report new hires within 20 days of the hire. You can report your new hires online.

Your payroll provider should be able to take care of paycheck withholdings, but it’s up to you to register as an employer with the State and set up an online employer account.

For a comprehensive guide of your responsibilities, Kansas provides the following information.

To register your business in Kansas, you’ve got to keep track of a lot of moving parts. Failing to file the right forms, provide the right information, or stay on top of compliance laws can lead to serious headaches.

Capbase makes it easy. When you incorporate your Delaware corporation on Capbase, we will generate the required information needed to register to do business in Kansas and keep you up to date on any required filings.

The compliance calendar inside your Capbase account will notify you of upcoming fees, reporting, or other requirements, so you can keep your startup in good standing with Kansas state officials. Try Capbase now.