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AN ACT concerning foreign corporations; amending K.S.A. 17-7301 and
  17-7505 and repealing the existing sections.
Be it enacted by the Legislature of the State of Kansas:
  Section 1.  K.S.A. 17-7301 is hereby amended to read as follows: 17-
7301. (a) As used in this act, the words ``foreign corporation'' mean a
corporation organized under the laws of any jurisdiction other than this
state.
  (b)  No foreign corporation shall do any business in this state, through
or by branch offices, agents or representatives located in this state, until
it has filed in the office of the secretary of state of this state an
     application
for authority to engage in business in this state as a foreign corporation.
Such application shall be filed in accordance with K.S.A. 17-6003 and
amendments thereto and shall set forth:
  (1)  A certificate issued within 90 days of the date of application by
the proper officer of the jurisdiction where such corporation is incorpo-
rated attesting to the fact that such corporation is a corporation in good
standing in such jurisdiction;
  (2)  the address of the principal office of the corporation is located;
  (3)  the address of the principal office or place of business in this state
is to be located, if known;
  (4)  the full nature and character of the business the corporation pro-
poses to conduct in this state;
  (5)  the name and address of each of the officers and trustees or di-
rectors of the corporation;
  (6)  a statement as to when the corporate existence of the corporation
will expire in the state of incorporation;
  (7)  a detailed statement of the assets and liabilities of the corporation,
as of a date not earlier than 12 months prior to the filing date;
  (8) (7)  the location of the registered office of the corporation in this
state and the name of its resident agent in charge of the registered office;
and
  (9) (8)  the date on which the corporation commenced, or intends to
commence, doing business in this state.
  The application shall be subscribed and sworn to by the president or a
vice-president and the secretary or an assistant secretary of the corpora-
tion, and it shall be accompanied by the written consent of the corpora-
tion, irrevocable, that actions may be commenced against it in the proper
court of any county where there is proper venue by the service of process
on the secretary of state as provided for in K.S.A. 17-7307 and amend-
ments thereto and stipulating and agreeing that such service shall be taken
and held, in all courts, to be as valid and binding as if due service had
been made upon the president and secretary of the corporation. Such
consent shall be executed by the president or a vice-president and the
secretary or an assistant secretary of the corporation and shall be accom-
panied by a duly certified copy of the order or resolution of the board of
directors, trustees or managers of the corporation authorizing the secre-
tary or an assistant secretary and the president or a vice-president to
execute it. Nothing in this act or the act of which this section is amen-
datory shall be construed as requiring such consent or the order or res-
olution of the board of directors to be recorded in the office of the register
of deeds.
  (c)  After receipt of any such application, if the secretary of state finds
that it complies with the provisions of this section, the secretary of state
shall issue a certificate authorizing the foreign corporation to do business
in this state, except that the secretary of state shall not issue such certif-
icate unless:
  (1)  The name of the corporation is such as to distinguish it upon the
records of the office of the secretary of state from the name of each other
corporation organized under the laws of this state or reserved or regis-
tered as a foreign corporation under the laws of this state;
  (2)  the corporation has obtained the written consent of such other
corporation, which has the same name, for the corporation to do business
in this state under such name and such consent has been executed, ac-
knowledged and filed with the secretary of state in accordance with K.S.A.
17-6003 and amendments thereto; or
  (3)  the corporation indicates, as a means of identification and in its
advertising within this state, the state in which it is incorporated. The
certificate of the secretary of state, under the seal of the office of the
secretary of state, shall be delivered to the resident agent upon the pay-
ment to the secretary of state of the fee prescribed therefor, and the
certificate shall be prima facie evidence of the right of the corporation to
do business in this state.
  Sec. 2.  K.S.A. 17-7505 is hereby amended to read as follows: 17-
7505. (a) Every foreign corporation organized for profit, or organized
under the cooperative type statutes of the state, territory or foreign coun-
try of incorporation, now or hereafter doing business in this state, and
owning or using a part or all of its capital in this state, and subject to
compliance with the laws relating to the admission of foreign corporations
to do business in Kansas, shall make an annual report in writing to the
secretary of state, showing, in such form as the secretary of state may
prescribe, the financial condition of the corporation at the close of busi-
ness on the last day of its tax period next preceding the date of filing, but
if a corporation operates on a fiscal year other than the calendar year it
shall give written notice thereof to the secretary of state prior to Decem-
ber 31 of the year commencing such fiscal year. The report shall be made
on a form prescribed by the secretary of state. The report shall be filed
at the time prescribed by law for filing the corporation's annual Kansas
income tax return, except that if any such corporation shall apply for an
extension of time for filing its annual income tax return under the internal
revenue service or under subsection (c) of K.S.A. 79-3221, and amend-
ments thereto, such corporation shall also apply, not more than 90 days
after the due date of its annual report, to the secretary of state for an
extension of the time for filing the report and an extension shall be
granted for a period of time corresponding to that granted under the
internal revenue code or K.S.A. 79-3221, and amendments thereto. Such
application shall include a copy of the application to income tax authori-
ties. The report shall contain the following facts:
  (1)  The name of the corporation and under the laws of what state or
country organized;
  (2)  the location of its principal office;
  (3)  the names of the president, secretary, treasurer and members of
the board of directors, with the residence address of each;
  (4)  the number of shares of capital stock issued and the amount of
capital stock paid up;
  (5)  the nature and kind of business in which the company is engaged
and its place or places of business both within and without the state of
Kansas;
  (6)  the value of the property owned and used by the company in
Kansas, where situated, and the value of the property owned and used
outside of Kansas and where situated;
  (7) (6)  the corporation's shareholder's equity attributable to Kansas;
and
  (8) (7)  except as provided in K.S.A. 17-7515, and amendments
thereto, a balance sheet showing the financial position of the corporation
at the close of business on the last day of its income tax fiscal year next
preceding the date of filing.
  (b)  Every corporation subject to the provisions of this section which
holds agricultural land, as defined in K.S.A. 17-5903, and amendments
thereto, within this state shall show the following additional information
on the report:
  (1)  The acreage and location listed by section, range, township and
county of each lot, tract or parcel of agricultural land in this state owned
or leased by or to the corporation;
  (2)  the purposes for which such agricultural land is owned or leased
and, if leased, to whom such agricultural land is leased;
  (3)  the value of the nonagricultural assets and the agricultural assets,
stated separately, owned and controlled by the corporation both within
and without the state of Kansas and where situated;
  (4)  the total number of stockholders of the corporation;
  (5)  the number of acres owned or operated by the corporation, the
number of acres leased by the corporation and the number of acres leased
to the corporation;
  (6)  the number of acres of agricultural land, held and reported in
each category under paragraph (5) of this subsection (b), stated sepa-
rately, being irrigated; and
  (7)  whether any of the agricultural land held and reported under this
subsection was acquired after July 1, 1981.
  The report shall be signed by its president, secretary, treasurer or other
officer duly authorized so to act, or by any two of its directors, or by an
incorporator in the event its board of directors shall not have been
elected. The fact that an individual's name is signed on such report shall
be prima facie evidence that such individual is authorized to sign the
report on behalf of the corporation; however, the official title or position
of the individual signing the report shall be designated. This report will
be dated and subscribed by the person as true, under penalty of perjury.
At the time of filing its annual report, each such foreign corporation shall
pay to the secretary of state an annual franchise tax in an amount equal
to $1 for each $1,000 of the corporation's shareholder's equity attributable
to Kansas, except that no such tax shall be less than $20 or more than
$2,500.
  Sec. 3.  K.S.A. 17-7301 and 17-7505 are hereby repealed.
  Sec. 4.  This act shall take effect and be in force from and after its
publication in the statute book.