Brief⁽¹⁾

H.B. 2161 would amend the statutes dealing with business entities that file with the Secretary of State.

The bill would allow:

• �a corporate trustee to certify reports submitted to the Secretary of State's Office (current law requires the information to be certified only by a certified public accountant);



• �a corporation, limited liability company, limited partnership, and other business entities to use a facsimile or to electronically transmit signatures on the documents filed with the Secretary of State's Office; and



• �the Secretary of State's Office to issue a certified duplicate copy of any foreign corporation surrendering its authority to do business in Kansas (current law requires the Secretary of State to issue a certificate under the Secretary of State's official hand and accompanied by the official seal).

The bill would eliminate:

• �the requirement that corporations include the county in their registered office address on the instrument for articles of incorporation and reinstatements;

• �the need for a corporation, limited liability company, limited partnership, and other business entities to file the original instrument after these instruments have been filed by telefacsimile communication; and



• �the $20 fee charged by the Secretary of State's Office for issuance and filing of a certificate of authority or a certificate of withdrawal for a foreign corporation.

H.B. 2161 would increase a foreign corporation's filing fee for certificates of qualification to $100 from the current $75.

Background

The Secretary of State's Office requested the introduction of H.B. 2161. Legal Counsel for the Secretary of State testified that the bill would create uniformity and consistency among the different business entity filings that are filed with the Secretary of State.

No opponents testified before the House Committee on Business, Commerce, and Labor.

The Division of the Budget fiscal note on the bill indicated that the reduction in receipts to the State General Fund would be $47,140 created by the elimination of the fee charged to foreign corporations for certificates of qualification and withdrawal. The House Committee on Business, Commerce, and Labor amended the bill to recapture the general fund money by increasing a foreign corporation's filing fee to $100 from the current $75. According to the Secretary of State's calculations, this increase would generate an estimated net revenue of $1,785 per year to the state revenue fund based upon the number of corporation certificates of qualification and certificates of withdrawal issued in 1998.

1. *Supplemental notes are prepared by the Legislative Research Department and do not express legislative intent. The supplemental note and fiscal note for this bill may be accessed on the Internet at http://www.ink.org/public/legislative/bill_search.html.