Any person, partnership, or association may form a corporation in Kansas by filing an article of incorporation with the secretary of state. The article of incorporation should contain the following:
- The name of the corporation, which should contain one of the words “association,” “church,” “college,” “company,” “corporation,” “club,” “foundation,” “fund,” “incorporated,” “institute,” “society,” “union,” “university,” “syndicate” or “limited,” or one of the abbreviations “co.,” “corp.,” “inc.,” “ltd.,”
- The address of the corporation’s registered office located in Kansas, which should include the street, number, city and zip code of the registered office; and the name of its resident agent at such address;
- The nature or purposes of the business;
- The total number of all classes of stock, if any, which the corporation has authority to issue.
- The name and mailing address of the incorporator or incorporators;
- The names and mailing addresses of the directors.
After filing the articles of incorporation, a meeting of the incorporators or the board of directors, if named in the articles of incorporation, should be held for the purposes of:
- Adopting bylaws for the corporation, if not been made in the articles of incorporation;
- electing directors for the corporation, if the meeting is of the incorporators
- electing officers for the corporation, if the meeting is of the directors;
- transacting any other required business of the corporation.
The business of all corporations should be managed by its board of directors. However, the incorporators of the corporation should manage the affairs until the directors of the corporation are elected.
The board of directors of a corporation should consist of one or more members fixed by the articles of incorporation or the bylaws. The articles of incorporation or bylaws may also prescribe qualifications required for directors. Each director should hold office until a successor is elected. A majority of the total number of directors constitute a quorum for the transaction of business.
The board of directors may designate committees which may consist of one or more of the directors of the corporation. The committees can exercise all the powers and authority in the management of the business and affairs of the corporation to the extent provided in the resolution of the board of directors, or in the bylaws of the corporation.
Every corporation may issue different classes of stock or series of stock within a class. The voting powers, designations, preferences, rights and qualifications, limitations or restrictions of each class or series of stock should be clearly described in the articles of incorporation. Dividends are to be paid to shares of various classes or of any series at the rates stated in the articles of incorporation.
An annual meeting of stockholders should be held for the purpose of electing directors, and to any business at such meetings. The shares holders present at the meetings are entitled to vote. The board of directors can call for a special meeting of the stockholders as and when required.
A corporation may amend its articles of incorporation in order to
- change its corporate name;
- change the nature of its business, corporate powers and purposes;
- increase or decrease its authorized capital stock;
- cancel or alter the right of the share holders of any class to receive dividends;
- create new classes of stock;
The board of directors of a corporation can sell, lease or exchange its property and assets upon such terms and conditions that are in the best interests of the corporation. However, the action must be authorized by a resolution adopted by a majority of the stock holders of the corporation entitled to vote.
To learn more about Kansas corporations, please visit the Kansas Secretary of State website.