A Foreign Limited Partnership Registering in Kansas

In Kansas a limited partnership is "foreign" when the law of another jurisdiction governs its internal affairs. That might be a sister state, a U.S. territory or another country. Home law keeps control over the partners' dealings with each other and over liability for partnership debts (K.S.A. 17-7930), so registering in Kansas does not rewrite the partnership agreement or create a new entity.

The statute that requires the filing is K.S.A. 17-7931, part of the act that covers corporations, partnerships and LLCs together. The Kansas limited partnership act has no separate foreign-registration article in its current text. What applies is the shared registration statute and the shared form. Applications are handled by the Secretary of State's filing unit for businesses, and on the form you check the limited partnership box.

Kansas says a foreign limited partnership must register before doing business in the state, and then leaves "doing business" undefined. K.S.A. 17-7932 helps from the other direction by naming things that are not doing business. Because the section says they "include" these items, you should read the list as examples:

• Starting, defending or settling litigation
• Meetings of the partners and other internal matters
• Having bank accounts
• Operating a registry desk for the partnership's own securities, or using trustees and depositories for them
• Selling through independent contractors
• Soliciting orders that do not become contracts until someone accepts them outside Kansas
• Delivering machinery or equipment under a contract made elsewhere when the only service is skilled supervision of its installation
• Lending or borrowing money, secured or not
• Collecting what is owed, foreclosing, and holding the property recovered
• One isolated transaction finished within 30 days and unrelated to a run of similar ones
• Interstate commerce

The same section adds a rule that matters to limited partnerships in particular: holding a limited partner's interest in some other entity that operates in Kansas is not, standing alone, doing business. It also warns that the list is silent on service of process, taxation and regulation, which other Kansas statutes govern.

Real estate and equipment

Some limited partnerships exist only to hold property. Kansas does not put property ownership on the exclusion list, and it does not have a rule making income-producing property count either. The statute says nothing, so a partnership that owns or leases a Kansas building, farmland or equipment is in a gray area. A Kansas lawyer is the right person to ask before you decide that registration is unnecessary.

Kansas takes foreign applications on paper only. The office states that foreign entities must file by submitting the application on paper, and domestic filers get an online option that foreign filers do not. Print the form, complete it, and mail it with payment to the Kansas Secretary of State at 915 SW Harrison Street, Topeka. Checks and credit or debit cards both work. A certified copy is mailed back once the application is processed. Kansas publishes no turnaround time and no expedite option.

The form prints a fee of $115 next to the limited partnership box. The state's fee regulations, adopted in February 2026, set a foreign limited partnership application at a lower combined figure of $90 ($75 plus a $10 information fee and a $5 technology fee). The form was revised just after those regulations took effect and still shows the higher number. Use the form's amount if you mail a check, and call Business Services at (785) 296-4564 if you want the current figure confirmed first.

Questions on the application

• The partnership's name exactly as filed at home (no assumed names)
• Where the partnership was organized, and when
• Its resident agent, plus the street address of a Kansas registered office
• The date it started doing business here, if that date has passed
• What the partnership will actually do in Kansas, in the form's words "full nature and character"
• An irrevocable consent to suit in any Kansas county, with service through the Secretary of State
• The good-standing declaration and a signature under penalty of perjury

The form has no space for a list of partners. One authorized person signs for a limited partnership.

Many states want a certified copy of the partnership's home filing. Kansas does not. The statute substitutes a sworn declaration that, as of the filing date, the partnership is in good standing in the jurisdiction where it was organized. The text of that statement is printed on the last page of Form FA, directly beneath the section that asks for the consent to suit.

You should read it carefully before signing. If the partnership's home-state status has lapsed because of missed reports or a missed fee, clear that up first. The sworn statement is the only home-state assurance Kansas takes.

The partnership registers under its home name. Under K.S.A. 17-7933 that name has to stand apart on Kansas records from names already in use, reserved names and names canceled or forfeited during the last year. Where it does not, the other entity may consent on Form CN, or the partnership may state that it will identify its home state whenever it identifies itself or advertises in Kansas. The application has to spell that condition out.

Resident agent

Kansas speaks of a resident agent whose street address is the registered office. The statute allows the partnership itself to serve, along with a Kansas resident, a Kansas corporation, partnership or LLC, or a similar entity organized elsewhere and registered in Kansas. An individual has to be on hand at a set Kansas location often enough to receive papers, while a business serving as agent needs a generally open office at the registered address. PO boxes are rejected. Whatever the agent receives, whether a summons or mail from the Secretary of State, it passes along to the partnership.

Changing agents means filing Form ROA, priced at $30 online and $35 by mail. The office warns that letting the agent or registered office lapse can lead to forfeiture.

The start date in item 6 matters for a partnership that began working in Kansas before it applied. Form FA counts the Information Reports that would have fallen due since that date, up to 10 years of them, and asks that they accompany the application with their fees. If any of them is past its forfeiture date, a single $85 penalty is added. A partnership that registers before it starts leaves item 6 blank and owes no back reports.

After registration, K.S.A. 56-1a607 requires an Information Report every second year by April 15. The cycle follows the application year: an even-numbered year starts an even cycle and an odd-numbered year an odd one. The report gives the partnership's name and principal office, and a general partner signs it under penalty of perjury. A limited agricultural partnership holding Kansas farmland adds acreage details. Form ILP lists $90 online or $110 on paper.

Falling behind

Three months after the deadline the partnership's authority to do business in Kansas is forfeited, and the Secretary of State will not accept other filings until it is reinstated. Form RL covers limited partnerships, LLPs and LLCs. Its schedule is $35 to file, an $85 penalty, and $110 for each missed report, with a ceiling of five reports. The form lets you ignore the penalty when the forfeiture came from lacking an agent.

Ending the registration

The way out is Form FC, a certificate of cancellation for foreign businesses, at $30 online or $35 on paper. The partnership has to be in good standing or registered when it files. The certificate appoints the Secretary of State to receive later legal papers and gives a street address for them. Taxes are a separate area of Kansas law and are not part of this filing.

Unlike the corporation and LLP statutes, the Kansas limited partnership act has no provision that bars an unregistered foreign partnership from suing. The consequence written into the foreign-entity statutes is K.S.A. 17-7937: the district court has jurisdiction to enjoin a foreign entity that has not registered, and the attorney general is the official who can ask for it. Registering also means signing the form's irrevocable consent to be sued in Kansas, which is one more reason to be sure of the facts before filing.

The cost of registering late is the back Information Reports and the $85 penalty described above. The statutes do not set a per-day fine for the gap. Because the doing-business definition is open, a partnership that is unsure should weigh the filing cost against the risk and ask a Kansas lawyer.

Limited partnerships are not part of Mainstay's qualification checkout, which takes LLCs and for-profit corporations. The partnership or its attorney completes and mails Form FA. Mainstay's part is the Kansas agent, at $149 a year, with no increase at renewal. Mainstay's Kansas street address is the one you enter for the agent and registered office, and the state publishes it.

Anything served on the agent, such as a summons, is scanned into your account the same business day, free. Three official letters per year are scanned without charge too. If a different agent holds the registration today, Mainstay submits the agent change itself and charges you what the state charges for it, nothing more. The Kansas registered agent page describes the service itself. Nothing here is legal advice.