How to Register a Contracting Company in Kansas

Decide first whether you have anything to register

This is the fork most Kansas guides skip, and getting it wrong wastes either money or liability protection. The Secretary of State states that all corporations, limited liability companies, limited liability partnerships, limited partnerships "and any other entity formed under the Kansas General Corporation Code, must register with the Kansas Secretary of State", citing K.S.A. 17-7901 and K.S.A. 17-7932, and that foreign, meaning non-Kansas, businesses doing business in Kansas must register as well.

It then says the opposite about the two simplest structures: "General partnerships are not required to register with the Kansas Secretary of State but may file a Statement of Partnership Authority. Sole proprietors do not register with the Kansas Secretary of State." If you intend to trade as a one-person unincorporated business, there is no Kansas state registration step for the business itself, and the entity part of this guide simply does not apply to you. Your obligations start at the Department of Revenue and at your city or county.

The office also flags one procedural trap for out-of-state companies: "Foreign (non-Kansas) business entities must file by submitting a foreign application by paper." If you are registering an existing Missouri, Oklahoma, Nebraska or Colorado company to work in Kansas, do not plan on the same-day online path that domestic filers get.

Official sources: Kansas Secretary of State: Register a Business

Filing the entity: name, agent, office, fee

The name comes first and it has a hard rule attached. The Secretary of State's Articles of Organization instructions state that all domestic LLCs must contain a word of formation and that, "pursuant to K.S.A. 17-7920, that word must be one of the following in English or in any other language if they are written in Roman characters: L.L.C., L.C., LLC, LC, LIMITED LIABILITY COMPANY, or LIMITED COMPANY." The office directs you to check the name against its own Business Entity Name Availability search before filing, and states that "if the name is currently in use, a Consent to Use of Similar Business Name must be submitted with the formation document", on Form CN under K.S.A. 17-7918.

Next the resident agent and registered office, which are two separate boxes on the form and are not the same thing. The instructions state the resident agent "must be either an individual, a business registered in Kansas, or the business itself who will receive any legal documents (i.e. subpoenas, court orders, summons, etc.)" for the company, and that the registered office "must be an address in Kansas where the resident agent may be regularly present", must include building number, street, city, state and zip, and "can't be a PO box". For a contractor working out of a truck, that address requirement is worth thinking about before you file rather than after.

Then the fee, published on the form itself: "$85" for online Articles of Organization and "$90" on paper, filed under K.S.A. 17-7673. The office notes that if filed online, "processing happens within minutes and your certified copy of the Articles of Organization can be printed from the above website without delay", whereas the paper route mails a certified copy back to the sender. A for-profit corporation pays the same $85 online or $90 on paper for Articles of Incorporation; a not-for-profit corporation pays $20 on paper.

• LLC name must carry a word of formation under K.S.A. 17-7920.
• Consent to Use of Similar Business Name (Form CN) if the name is already in use.
• Resident agent: an individual, a Kansas-registered business, or the company itself.
• Registered office: a Kansas street address where the agent is regularly present, no PO box.
• Articles of Organization: $85 online, $90 paper, under K.S.A. 17-7673.
• Foreign entities must file the foreign application on paper.

Official sources: Kansas Secretary of State Form DL: Articles of Organization (LLC); Kansas Secretary of State Form AI: Articles of Incorporation; Kansas Secretary of State: Register a Business

What the Secretary of State asks of you afterwards

Very little, which is exactly why it gets forgotten. The office states that it has "only two requirements applicable to all registered entities": regularly update the resident agent or registered office if the name or address changes, and "file an information report at regular intervals after registering."

Those intervals are biennial, and which year you land in is fixed by when you formed. The Information Reports page states that "information reports are filed biennially", that "businesses forming in even years file reports in each succeeding even year" and businesses forming in odd years in odd years, and that "all for profit businesses are due by April 15th of their respective odd or even year, and all not for profit businesses are due by June 15th of their respective odd or even year."

The consequence of missing it escalates in two stages. First, "every business is afforded a delinquency period", a three-month interval after the due date when the report may still be filed, during which the business is limited in what documents it may file. Then, if that interval passes, "a business will forfeit", and a forfeited business "won't be able to file any other document with the Secretary of State until it has submitted past due reports and has been reinstated." For a contractor, that matters at an awkward moment: a certificate of good standing is a routine ask in Kansas construction paperwork, and a forfeited entity cannot produce one.

Official sources: Kansas Secretary of State: Register a Business; Kansas Secretary of State: Information Reports

Register with the Department of Revenue, and know which registration you actually need

The Department of Revenue directs new businesses to set up an account in its Customer Service Center, and states that once registered and logged in you "fill out our questionnaire that will tell you what business taxes you need to register for." The same page notes that you may also need to register with the Secretary of State and with the Kansas Department of Labor for unemployment taxes, and warns that "if you have any filing period in which there is no business activity to report you still need to file a return for that period."

Whether you need a Kansas sales tax number at all depends on the work you sell, and Pub. KS-1525 is unusually direct about it. It states that "contractors, subcontractors, and repairmen who perform taxable labor services in Kansas must obtain a Kansas sales tax number to report and remit the sales tax collected on taxable labor services from their customers", and then flags in bold that "contractors or subcontractors that perform only original construction or residential labor services, as defined herein, are not required to register to collect sales tax, so no tax number is needed to report/remit the tax on the nontaxable labor". A pure residential remodeller and a commercial tenant-finish contractor are therefore in genuinely different positions.

Contractor-retailers are a third case. Pub. KS-1525 defines a contractor-retailer as a business that "acts as a contractor when it performs construction contracts and as a retailer when it sells tangible personal property at retail", and states that "all contractor-retailers must be registered to collect sales tax from their retail customers on the sale of tangible personal property as well as the tax on their taxable labor services." If you run a showroom or hold untaxed resale inventory, you are in this category and you register regardless.

Official sources: Kansas Department of Revenue: Business Registration; KDOR Pub. KS-1525: Business Taxes for Contractors, Subcontractors, and Repairmen

Before your first hire: comp, new-hire reporting and withholding

Workers' compensation in Kansas is decided by payroll, not headcount. K.S.A. 44-505(a) applies the act to "all employments wherein employers employ employees within this state" and then excepts agricultural pursuits and an employer whose "total gross annual payroll for the preceding calendar year of not more than $20,000 for all employees" who also reasonably estimates it will stay under $20,000 for the current year, with wages paid to a family member by marriage or consanguinity excluded from that calculation. One full-time employee will normally take a contracting business past $20,000 within a year, so treat coverage as a when, not an if. K.S.A. 44-505(b) lets an employer that falls outside the act elect to come within it by joining a qualified group-funded pool or filing a written statement of election with the director.

New-hire reporting is a separate duty with its own clock. K.S.A. 75-5743(a) requires all employers doing business in Kansas to report each new employee to the secretary of labor "within 20 business days of the hiring, rehiring or return to work of the newly hired employee or within 20 business days from the date the newly hired employee first receives wages", reporting the employee's name, address, social security number and the date services for remuneration were first performed, together with the employer's name, address and federal tax identification number. Subsection (b) defines a newly hired employee as one not previously employed by you, or previously employed but "separated from such prior employment for at least 60 consecutive days" - which means a seasonal crew member you take back in spring is usually a new hire again.

One caution on that deadline. The statute says 20 business days. This project's own source note for the Kansas Department of Labor employers page records the same duty as 20 days. Those are not the same deadline, dol.ks.gov was returning HTTP 403 to us when this guide was written so the agency wording could not be re-read, and we are not going to pick a winner between an official statute and an official agency page. Work to the shorter of the two until the Department of Labor confirms in writing which applies to you.

Withholding registration comes from the Department of Revenue. Its withholding page states that "an employer must withhold Kansas tax if the employee is a resident of Kansas, performing services inside or outside of Kansas, or a nonresident of Kansas, performing services in Kansas", and that any employer who must withhold federal income tax from non-wage payments to Kansas residents "must also withhold Kansas Tax."

Official sources: K.S.A. 44-505: Workers compensation act, application; K.S.A. 75-5743: New hire reporting, duty to submit information; Kansas Department of Revenue: Withholding

What registering does not get you

A Kansas entity filing is not a contractor licence, and nothing at the Secretary of State or the Department of Revenue will make you licensed to build. The Kansas Business Center construction starter kit is clear that "cities and counties set licensing requirements for construction or contracting businesses", so the licence question is answered at the address where the work happens, not in Topeka.

It is also not a business name registration in the trademark sense. The Secretary of State's name reservation form is for an entity "intending to organize or amend its name on a future date" and expressly "does not register an assumed, fictitious, trade, or DBA (doing business as) name." Clearing the entity database means your filing will be accepted; it does not mean nobody else in Kansas is trading under a confusingly similar name.

And it does not decide your tax registrations for you. The Department of Revenue routes new businesses through a questionnaire "that will tell you what business taxes you need to register for", and Pub. KS-1525 shows why that answer varies for contractors: a business performing only original construction or residential labour services is not required to register to collect sales tax, while a contractor-retailer must be registered regardless. Answer the questionnaire against the work you actually intend to sell.

Official sources: Kansas Business Center: Construction and Contracting Starter Kit; Kansas Secretary of State: Register a Business; Kansas Department of Revenue: Business Registration; KDOR Pub. KS-1525: Business Taxes for Contractors, Subcontractors, and Repairmen

Check the official page yourself before you file, bid or sign

Kansas spreads contractor rules across more agencies than most states, and no single page carries all of it: the Secretary of State for the entity, the Department of Revenue for tax registration and returns, the Attorney General for roofing registration, KDHE for water wells and lead, the State Fire Marshal for elevators, the Department of Labor for employer obligations, and then your own city or county for the licence itself. Each one changes on its own schedule.

Two Kansas agency sites were returning HTTP 403 to us when this guide was written: ag.ks.gov and dol.ks.gov. Nothing published by either is quoted here, which is why you will find no Attorney General roofing fee figure and no Kansas unemployment tax rate anywhere on this page. The statutory fee caps are stated because the statutes are readable on ksrevisor.gov; the actual current fees are set by the Attorney General and you have to get those from the Attorney General. Open the agency page yourself, keep a dated copy of what you read, and call before you pay anything non-refundable.

Official sources: K.S.A. 50-6,128: Fees; roofing contractor registration fund; Kansas Business Center (Business One Stop)