PROFESSIONAL CORPORATIONS

K.S.A. ch. 17, art. 27

in effect

K.S.A. 17-2706 Professional corporation law; citation.

17-2706. Professional corporation law; citation. This act may be cited as "the professional corporation law of Kansas." L. 1965, ch. 157, § 1; June 30. Law Review and Bar Journal References: "The 1965 Legislature and the Law," Glee S. Smith, 34 J.B.A.K. 185, 186 (1965). Scope of professional corporation law of Kansas discussed, Donald A. Bell, 35 J.B.A.K. 173 (1966). "Federal Taxation of Professional Corporations: Are the Kintner Regulations Invalid?" John R. Toland, 16 K.L.R. 361 (1968). "Professional Incorporation-New Hope for Equality," Frederick K. Cross, 37 J.B.A.K. 163, 166 (1968). Act and 1967 amendments discussed in survey of business association law, William E. Treadway, 17 K.L.R. 181, 183 (1968). "Tax Planning for the Attorney," John D. Logsdon, 40 J.B.A.K. 113 (1971). "Professional Liability Insurance: Implication of Termination," Wayne T. Stratton, 77 J.K.M.S. 255, 262 (1976). "The Business of Lawyering," Edwin P. Carpenter, 2 J.K.T.L.A. No. 1, 5 (1978). Attorney General's Opinions: County counselor; duties; who may hold public office. 86-174. CASE ANNOTATIONS 1. This and following sections cited; professional corporation act does not apply to employee of nonprofit corporation. Galvan v. McCollister, 224 Kan. 415, 416, 580 P.2d 1324. 2. Declaratory judgment action for determination of rights and duties under agreement of shareholders of corporation organized hereunder. Schaefer & Associates v. Schirmer, 3 Kan. App. 2d 114, 115, 590 P.2d 1087. 3. K.S.A. 17-2708 held not to authorize general corporation to engage in medical practice nor provide services under supervision of practitioner. Early Detection Center, Inc. v. Wilson, 248 Kan. 869, 877, 811 P.2d 860 (1991).

K.S.A. 17-2707 Professional corporation law; definitions.

17-2707. Professional corporation law; definitions. As used in this act, unless the context clearly indicates that a different meaning is intended: (a) "Professional corporation" means a corporation organized under this act. (b) "Professional service" means the type of personal service rendered by a person duly licensed, registered or certified by this state as a member of any of the following professions, each paragraph constituting one type: (1) A certified public accountant; (2) an architect; (3) an attorney-at-law; (4) a chiropractor; (5) a dentist; (6) an engineer; (7) an optometrist; (8) an osteopathic physician or surgeon; (9) a physician, surgeon or doctor of medicine; (10) a veterinarian; (11) a podiatrist; (12) a pharmacist; (13) a land surveyor; (14) a licensed psychologist; (15) a specialist in clinical social work; (16) a licensed physical therapist; (17) a landscape architect; (18) a registered professional nurse; (19) a real estate broker or salesperson; (20) a clinical professional counselor; (21) a geologist; (22) a clinical psychotherapist; (23) a clinical marriage and family therapist; (24) a licensed physician assistant; (25) a licensed occupational therapist; (26) a licensed audiologist; (27) a licensed speech-pathologist; and (28) a licensed naturopathic doctor. (c) "Regulating board" means the court, board or state agency that is charged with the licensing, registering or certifying and regulation of the practice of the profession that the professional corporation is organized to render. (d) "Qualified person" means: (1) Any natural person licensed, registered or certified to practice the same type of profession that any professional corporation is authorized to practice; (2) the trustee of a trust that is a qualified trust under section 401(a) of the federal internal revenue code, as in effect on January 1, 2004, or of a contribution plan that is a qualified employee stock ownership plan under section 409A(a) of the federal internal revenue code, as in effect on January 1, 2004; (3) the trustee of a revocable living trust established by a natural person who is licensed, registered or certified to practice the type of profession that any professional corporation is authorized to practice, if the terms of such trust provide that such natural person is the principal beneficiary and sole trustee of such trust and such trust does not continue to hold title to professional corporation stock following such natural person's death for more than a reasonable period of time necessary to dispose of such stock; or (4) a healing arts school clinic authorized to perform professional services in accordance with K.S.A. 65-2877a , and amendments thereto. L. 1965, ch. 157, § 2; L. 1972, ch. 63, § 1; L. 1976, ch. 109, § 1; L. 1980, ch. 242, § 27; L. 1981, ch. 104, § 1; L. 1986, ch. 299, § 1; L. 1991, ch. 79, § 1; L. 1997, ch. 65, § 2; L. 2001, ch. 194, § 1; L. 2003, ch. 128, § 16; L. 2004, ch. 143, § 107; L. 2007, ch. 165, § 1; L. 2010, ch. 126, § 14; L. 2021, ch. 11, § 1; July 1. Law Review and Bar Journal References: "Revocable Trusts," Alson R. Martin and Nancy Schmidt Roush, 51 J.K.B.A. 8, 14 (1982). "2001 Legislative Wrap-Up," Paul T. Davis, 70 J.K.B.A. No. 7, 14 (2001). Attorney General's Opinions: State board of technical professions; provision of professional services by nonprofessional corporations; use of word engineer in connection with name of a person. 79-111. Real estate brokers and salesmen; qualification of licensees. 79-139. Professional corporations; shares, who may hold. 79-302. Doctors of chiropractic cannot use the term "chiropractic physician." 87-42. Limited liability companies; formation; certified public accountants. 92-23. CASE ANNOTATIONS 1. Cited in holding health care provider act (K.S.A. 40-3401 et seq.) did not change rule of respondeat superior. McGuire v. Sifers, 235 Kan. 368, 375, 681 P.2d 1025 (1984). 2. Cited; ambulance services as professional services and exempt from bidding requirements in home rule statute (K.S.A. 19-214) examined. Curtis Ambulance v. Shawnee Cty. Bd. of Cty. Com'rs, 811 F.2d 1371, 1380 (1987). 3. Cited; voluntary transfer of professional corporation stock to one not "qualified" held null and void under K.S.A. 17-2712. Central State Bank v. Albright, 12 Kan. App. 2d 175, 180, 737 P.2d 65 (1987). 4. K.S.A. 17-2708 held not to authorize general corporation to engage in medical practice nor provide services under supervision of practitioner. Early Detection Center, Inc. v. Wilson, 248 Kan. 869, 874, 811 P.2d 860 (1991).

K.S.A. 17-2708 General corporation law applicable.

17-2708. General corporation law applicable. Except as otherwise provided, the Kansas general corporation code contained in K.S.A. 17-6001 et seq., and amendments thereto, shall apply to a professional corporation organized pursuant to this chapter. Any provisions of the professional corporation law of Kansas shall take precedence over any provision of the Kansas general corporation code which conflicts with it. The provisions of the professional corporation law of Kansas shall take precedence over any law which prohibits a corporation from rendering any type of professional service. Any person authorized to form a professional corporation under K.S.A. 17-2701 et seq., and amendments thereto, also may incorporate under the Kansas general corporation code contained in K.S.A. 17-6001 et seq., and amendments thereto, or organize under the Kansas limited liability company act contained in K.S.A. 17-7662 et seq., and amendments thereto, or organize as a limited liability partnership as defined in K.S.A. 56a-101 , and amendments thereto. L. 1965, ch. 157, § 3; L. 1989, ch. 78, § 1; L. 1991, ch. 76, § 8; L. 1994, ch. 140, § 4; L. 1998, ch. 93, § 70; L. 1999, ch. 119, § 82; January 1, 2000. Law Review and Bar Journal References: Liability under professional corporation law discussed, Donald A. Bell, 35 J.B.A.K. 173, 205 (1966). "Professional Liability Insurance: Implication of Termination," Wayne T. Stratton, 77 J.K.M.S. 255, 262 (1976). "Limited Liability Companies in Kansas," Edwin J. Hecker, Jr., 63 J.K.B.A. No. 2, 40, 41 (1994). Attorney General's Opinions: Limited liability companies; formation; certified public accountants. 92-23. Limited liability company, consisting of licensed medical practitioners and licensed hospital, may contract with other medical practitioners for health care services. 96-34. CASE ANNOTATIONS 1. Cited in holding health care provider act (K.S.A. 40-3401 et seq.) did not change rule of respondeat superior. McGuire v. Sifers, 235 Kan. 368, 375, 681 P.2d 1025 (1984). 2. Cited; voluntary transfer of professional corporation stock to one not "qualified" (K.S.A. 17-2707) held null and void under K.S.A. 17-2712. Central State Bank v. Albright, 12 Kan. App. 2d 175, 176, 180, 737 P.2d 65 (1987). 3. Statute does not authorize general corporation to engage in medical practice nor provide services under supervision of practitioner. Early Detection Center, Inc. v. Wilson, 248 Kan. 869, 877, 811 P.2d 860 (1991). 4. Whether employment agreement's liquidated damages provision is unenforceable under statute and party's inconsistent positions violate doctrine of election of remedies examined. St. Francis Regional Med. Center v. Weiss, 254 Kan. 728, 731, 749, 869 P.2d 606 (1994).

K.S.A. 17-2709 Incorporators; articles of incorporation; regulating boards to issue certificates, fees; application and recording fee.

17-2709. Incorporators; articles of incorporation; regulating boards to issue certificates, fees; application and recording fee. (a) One or more natural persons, each of whom is licensed to render the same type of professional service within this state, may incorporate a professional corporation to practice that same type of professional service by filing articles of incorporation with the secretary of state. The articles of incorporation shall set forth as its purpose the type of professional service to be practiced through the professional corporation and shall otherwise meet the requirements of the general corporation code of the state of Kansas. A certificate by the regulating board of the profession involved that each of the incorporators is duly licensed to practice that profession, and that the proposed corporate name has been approved, shall be filed in the office of the secretary of state prior to issuance of the certificate of incorporation. When two or more types of professions are to be rendered by such corporation, as shown in the articles of incorporation, a certificate of each regulatory board shall be required. Whenever an amendment is filed to change the name or purposes of any professional corporation, a certificate of each regulatory board involved shall be required. (b) Each regulating board is authorized and directed to issue the certificate required herein. Each regulating board may charge and collect a fee not to exceed two dollars ($2) for each person so certified. (c) At the time of filing its articles of incorporation, every professional corporation shall pay the fees required by subsection (a) of K.S.A. 17-7502 . L. 1965, ch. 157, § 4; L. 1972, ch. 54, § 18; L. 1976, ch. 99, § 2; July 1. Attorney General's Opinions: Professional corporations; shares, who may hold. 79-302. Limited liability companies; formation; certified public accountants. 92-23. CASE ANNOTATIONS 1. K.S.A. 17-2708 held not to authorize general corporation to engage in medical practice nor provide services under supervision of practitioner. Early Detection Center, Inc. v. Wilson, 248 Kan. 869, 873, 811 P.2d 860 (1991).

K.S.A. 17-2710 Purposes and powers.

17-2710. Purposes and powers. A professional corporation may be organized only for the purpose of rendering one type of professional service and service ancillary thereto and shall not engage in any other business, except that a single professional corporation may be organized to and render professional services under any two or more of the types set forth in items (2), (6), (13) and (17) of subsection (b) of K.S.A. 17-2707 , and amendments thereto; under any two or more of the types set forth in items (4), (5), (7), (8), (9), (11), (12), (14), (15), (16), (18), (20), (22), (23), (26) or (27) of subsection (b) of K.S.A. 17-2707 , and amendments thereto; under any two or more of the types set forth in items (8), (9), (18), (24), (25), (26) and (27) of subsection (b) of K.S.A. 17-2707 , and amendments thereto; or under the types set forth in items (16) and (25) of subsection (b) of K.S.A. 17-2707 , and amendments thereto, but shall be deemed to have the following purposes, whether or not authorized by its article of incorporation: (a) To purchase, receive, lease, or otherwise acquire, own, hold, improve, use and otherwise deal in and with, real or personal property, or any interest therein, wherever situated; (b) to purchase, receive, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares of other interests in, or obligations of, other domestic or foreign corporations, associations, partnerships or individuals, insurance or annuities in any form, or direct or indirect obligations of the United States or of any other government, state, territory, governmental district or municipality or of any instrumentality thereof; (c) to pay pensions and establish pension plans, profit-sharing plans, stock bonus plans, stock option plans and other incentive plans for any or all of its directors, officers and employees; (d) to do all things necessary or incidental to the practice of the profession which the professional corporation is authorized to practice. L. 1965, ch. 157, § 5; L. 1967, ch. 124, § 1; L. 1970, ch. 91, § 1; L. 1972, ch. 63, § 2; L. 1976, ch. 109, § 2; L. 1981, ch. 104, § 3; L. 1997, ch. 37, § 1; L. 2004, ch. 143, § 108; L. 2006, ch. 121, § 1; L. 2007, ch. 165, § 2; July 1. Law Review and Bar Journal References: "Regulation of Oil and Gas Securities in Kansas," Harvey R. Sorensen and James D. Oliver, 22 W.L.J. 23, 29 (1982). Attorney General's Opinions: Professional corporations; shares, who may hold. 79-302. Limited liability company, consisting of licensed medical practitioners and licensed hospital, may contract with other medical practitioners for health care services. 96-34.

K.S.A. 17-2711 Corporate name.

17-2711. Corporate name. The corporate name of a corporation organized and operating hereunder may be any name not contrary to law or the ethics of the profession involved. Such name may include any name set forth in K.S.A. 17-6002 , and amendments thereto, but in all cases the corporate name shall end with the word "chartered" or "professional association" or the abbreviation "P.A." or "PA". The abbreviations "P.A." and "PA" shall be considered to be identical. L. 1965, ch. 157, § 6; L. 1967, ch. 124, § 2; L. 1970, ch. 91, § 2; L. 1978, ch. 80, § 1; L. 2021, ch. 61, § 6; July 1. Law Review and Bar Journal References: Specific purpose of act was to allow firms to carry in their corporate names the names of deceased or inactive partners, Robert F. Bennett, 39 J.B.A.K. 107, 184 (1970). "Survey of Kansas Law: Business Associations," William E. Treadway, 27 K.L.R. 171, 172 (1979).

K.S.A. 17-2712 Shares, who may hold; transfer, how; securities law not applicable.

17-2712. Shares, who may hold; transfer, how; securities law not applicable. (a) A professional corporation may issue the shares of its capital stock only to a qualified person. A shareholder may voluntarily transfer their shares in a professional corporation to the corporation or to a qualified person with the prior written consent of the corporation unless the articles of incorporation otherwise provide. No shares may be transferred upon the books of the professional corporation or issued by the professional corporation until there is presented to and filed with the corporation a certificate by the regulating board stating that the person to whom the transfer is to be made or the shares issued is duly licensed to render the same type of professional services as that for which the corporation was organized. No shareholder shall enter into any voting trust agreement, proxy, or any other type of agreement vesting another person, other than another shareholder of the same corporation, with authority to exercise the voting power of any or all of their stock. The issuance or transfer of any shares and any proxy, voting trust or other agreement made in violation of this section shall be null and void. Every certificate of stock issued by a professional corporation shall contain substantially the following provision: "The ownership and transfer of this stock and the rights and obligations of stockholders are subject to the limitations and provisions of the professional corporation law of Kansas." (b) The Kansas securities law as contained in article 12 of chapter 17 of the Kansas Statutes Annotated shall not be applicable to nor govern any transactions relating to any shares of a professional corporation. (c) A general partnership, if all partners thereof are authorized to render a professional service permitted by the articles of incorporation of the issuing professional corporation and in which at least one partner is authorized by a licensing authority of this state to render in this state a professional service permitted by the articles of incorporation of the corporation, shall be deemed a qualified person for purposes of this section. (d) A professional corporation or foreign professional corporation in which at least one shareholder is authorized by a licensing authority of this state to render in this state a professional service permitted by the articles of incorporation of the corporation shall be deemed a qualified person for purposes of this section. L. 1965, ch. 157, § 7; L. 1989, ch. 78, § 2; July 1. Law Review and Bar Journal References: Transferability of interest in professional corporation discussed, Donald A. Bell, 35 J.B.A.K. 173, 205 (1966). "Revocable Trusts," Alson R. Martin and Nancy Schmidt Roush, 51 J.K.B.A. 8, 14 (1982). Attorney General's Opinions: Professional corporations; shares, who may hold. 79-302. Limited liability companies; formation; certified public accountants. 92-23. CASE ANNOTATIONS 1. Voluntary transfer of professional corporation stock null and void to one not "qualified" under K.S.A. 17-2707(d). Central State Bank v. Albright, 12 Kan. App. 2d 175, 180, 737 P.2d 65 (1987). 2. K.S.A. 17-2708 held not to authorize general corporation to engage in medical practice nor provide services under supervision of practitioner. Early Detection Center, Inc. v. Wilson, 248 Kan. 869, 875, 811 P.2d 860 (1991).

K.S.A. 17-2713 Directors and officers.

17-2713. Directors and officers. No person may be a director or officer, other than secretary, of a professional corporation unless he is a shareholder. If the number of shareholders is less than three the number of directors may likewise be less than three, and the officers may be president, treasurer and secretary only, which offices may be combined in one or more persons. L. 1965, ch. 157, § 8; June 30.

K.S.A. 17-2714 Valuation and purchase of shares upon death or disqualification of shareholder; procedure; conversion to a general business corporation, when.

17-2714. Valuation and purchase of shares upon death or disqualification of shareholder; procedure; conversion to a general business corporation, when. If the articles of incorporation or bylaws of a corporation subject to this act fail to state a price or method of determining a price at which the corporation or its shareholders may purchase the shares of a deceased shareholder, or a shareholder no longer qualified to own shares in the corporation, then the price for such shares shall be determined by arbitration pursuant to the rules of the American arbitration association. Unless request in writing is made for arbitration as provided in this section within 30 days after the death or disqualification of a shareholder, the fair value shall be determined by a district judge of the district court in which the principal place of business of the professional corporation is located. The election to incorporate under this act shall constitute a full and final waiver of the right of jury trial on all issues in respect to the price and fair value to be paid for such shares. Upon the death or disqualification of the last shareholder qualifying to be shareholder of a professional corporation hereunder, such corporation shall not be dissolved but shall become a general business corporation. The successors in interest to such disqualified or deceased professional shareholder shall have the authority to amend the articles of incorporation to provide that the corporation may function under and be governed by the Kansas general corporation code to collect its accounts receivable, pay its debts, otherwise wind up its affairs or conduct any business or activity which is permitted under the Kansas general corporation code, and the successors in interest of such shareholder also shall have the authority to elect new directors of the corporation. L. 1965, ch. 157, § 9; L. 1976, ch. 145, § 43; L. 1989, ch. 78, § 3; July 1. Law Review and Bar Journal References: Comparison of provisions for continuity of professional corporations under this section with continuity of law partnerships, Donald A. Bell, 35 J.B.A.K. 173, 205 (1966). "Title VII and the Age Discrimination in Employment Act: Should Partners Be Protected as Employees?" Colleen Eck, 36 K.L.R. 581, 607 (1988). Attorney General's Opinions: Professional corporations; shares, who may hold. 79-302. CASE ANNOTATIONS 1. Declaratory judgment action to fix "fair value" of corporate stock within the meaning hereof. Schaefer & Associates v. Schirmer, 3 Kan. App. 2d 114, 116, 590 P.2d 1087. 2. Cited; voluntary transfer of professional corporation stock to one not "qualified" (K.S.A. 17-2707) held null and void under K.S.A. 17-2712. Central State Bank v. Albright, 12 Kan. App. 2d 175, 180, 737 P.2d 65 (1987).

K.S.A. 17-2715 Act not to affect professional relationships; liability of employee or shareholder of corporation, extent.

17-2715. Act not to affect professional relationships; liability of employee or shareholder of corporation, extent. The professional corporation law of Kansas shall not affect any law, duty, right or privilege arising out of or applicable to the relationship between a person rendering professional services and a person receiving those services, including, but not limited to, liability or privilege arising out of the professional services. All rights and obligations pertaining to communications made to, or information received by any qualified person, or such person's advice thereon, shall be extended to the professional corporation of which such person is a shareholder or employee, and to the corporation's officers and employees. Every individual who renders a professional service as an employee of a professional corporation or a foreign professional corporation shall be liable for any negligent or wrongful act or omission in which such individual personally participates to the same extent as if such individual rendered such service in such individual's individual capacity. An employee or shareholder of a professional corporation or a foreign professional corporation shall not be liable for the conduct, actions or omissions of other employees in which such employee or shareholder did not personally participate unless such employee or shareholder was negligent in appointing or supervising that employee. Except as provided in this section, the liability of an employee or shareholder of a professional corporation or foreign professional corporation in such employer or shareholder's capacity as such shall be no greater in any respect than that of an employee or a shareholder of a corporation organized under the Kansas general corporation code contained in K.S.A. 17-6001 et seq., and amendments thereto. L. 1965, ch. 157, § 10; L. 1989, ch. 78, § 4; July 1. Law Review and Bar Journal References: Liability and status of corporation under professional corporation law discussed, Donald A. Bell, 35 J.B.A.K. 173, 205, 207 (1966). "Professional Liability Insurance: Implication of Termination," Wayne T. Stratton, 77 J.K.M.S. 225, 262 (1976). "Legal Malpractice in Kansas: Principles and Examples," Monte Vines, 72 J.K.B.A. No. 10, 16, 22 (2003). CASE ANNOTATIONS 1. Nothing in K.S.A. 40-3403 limiting vicarious liability among certain health care providers abrogates duty owed in tending to patient's needs. Leiker v. Gafford, 245 Kan. 325, 358, 778 P.2d 823 (1989).

K.S.A. 17-2716 Authority of professional licensing boards not restricted by this act; additional regulations.

17-2716. Authority of professional licensing boards not restricted by this act; additional regulations. Nothing in this chapter restricts or limits in any manner the authority and duty of any regulating board for the licensing of individual persons rendering professional service or the practice of the profession which is within the jurisdiction of the regulating board, notwithstanding that the person is an officer, director, shareholder or employee of a professional corporation and rendering professional service or engaging in the practice of the profession through the professional corporation. Each regulating board shall adopt and enforce, pursuant to law, any additional rules and regulations governing the practice of each profession as are necessary to enforce and comply with this chapter and the law applicable to each profession. L. 1965, ch. 157, § 11; June 30. CASE ANNOTATIONS 1. K.S.A. 17-2708 held not to authorize general corporation to engage in medical practice nor provide services under supervision of practitioner. Early Detection Center, Inc. v. Wilson, 248 Kan. 869, 877, 811 P.2d 860 (1991).

K.S.A. 17-2717 Election to function as general corporation; how made.

17-2717. Election to function as general corporation; how made. The corporation may elect, at any time, upon the vote of the owners of a majority of the issued and outstanding shares, to amend its articles of incorporation so as to prohibit its continued operation under this chapter and to substitute therefor authority for the said corporation to function as a corporation under the general corporation laws, chapter 17, Kansas Statutes Annotated. If such election is made, a certificate of amendment shall be filed in the office of the secretary of state, setting forth the purposes for which the corporation shall continue in operation, together with any other amendments necessary to comply with the requirements of chapter 17 of the Kansas Statutes Annotated. L. 1965, ch. 157, § 12; June 30. Law Review and Bar Journal References: "Professional Corporations-A Current Look," James K. Logan, 40 J.B.A.K. 7, 63 (1971). Attorney General's Opinions: Limited liability companies; formation; certified public accountants. 92-23. CASE ANNOTATIONS 1. K.S.A. 17-2708 held not to authorize general corporation to engage in medical practice nor provide services under supervision of practitioner. Early Detection Center, Inc. v. Wilson, 248 Kan. 869, 873, 811 P.2d 860 (1991).

K.S.A. 17-2718 Business entity information report; contents; report fee.

17-2718. Business entity information report; contents; report fee. (a) Each professional corporation organized under the laws of this state shall file with the secretary of state a written business entity information report, stating the prescribed information concerning the corporation on the day the report is filed with the secretary of state. (b) The report shall be filed biennially, as determined by the year that the professional corporation filed its formation documents. A professional corporation that filed formation documents in an even-numbered year shall file a report in each even-numbered year. A professional corporation that filed formation documents in an odd-numbered year shall file a report in each odd-numbered year. The report shall be filed not later than April 15. (c) The report shall be made on a form provided by the secretary of state, containing the following information: (1) The name and postal address for each officer, director and shareholder of the professional corporation; (2) a statement that each officer, director and shareholder is or is not a qualified person as defined in K.S.A. 17-2707 , and amendments thereto, and setting forth the date when any shares of the corporation were no longer owned by a qualified person; and (3) the location of the principal office, including the building and suite number, street name or rural route number with box number, city, state and zip code. (d) 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 the corporation's board of directors shall not have been elected. The official title or position of the individual signing the report shall be designated. 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. The report shall be subscribed by the individual as true, under penalty of perjury. Upon request by the regulatory board that licenses the shareholders described in the report, a copy of the report shall be forwarded to the regulatory board. (e) At the time of filing its business entity information report, each professional corporation shall pay the fee prescribed by K.S.A. 17-7503 , and amendments thereto. L. 1965, ch. 157, § 13; L. 1972, ch. 54, § 19; L. 1973, ch. 90, § 2; L. 1977, ch. 78, § 1; L. 1990, ch. 85, § 1; L. 1991, ch. 76, § 2; L. 1997, ch. 106, § 1; L. 2004, ch. 171, § 17; L. 2005, ch. 157, § 5; L. 2007, ch. 81, § 2; L. 2016, ch. 110, § 12; L. 2021, ch. 61, § 7; L. 2023, ch. 66, § 3; L. 2024, ch. 45, § 3; July 1. Attorney General's Opinions: Professional corporations; shares, who may hold. 79-302. CASE ANNOTATIONS 1. K.S.A. 17-2708 held not to authorize general corporation to engage in medical practice nor provide services under supervision of practitioner. Early Detection Center, Inc. v. Wilson, 248 Kan. 869, 875, 811 P.2d 860 (1991).

K.S.A. 17-2719 Same; forfeiture of corporate right, when; trustees, powers.

17-2719. Same; forfeiture of corporate right, when; trustees, powers. The certificate of incorporation of any corporation organized under this chapter shall be automatically forfeited as of the last day of December in any year if the corporation fails to file the certificate required under this section, or if the certificate filed reflects that any shares of the corporation have been owned by an unqualified person for more than one year preceding the date of the certificate and that no action as required herein has been timely instituted to fix the fair value of such shares. In the event of any such forfeiture, all the powers, privileges and franchises conferred upon such corporation by its certificate of incorporation shall be subject to rescission, and the secretary of state shall notify the corporation by mail, addressed to its registered office, as disclosed by the records of his office, that its corporate existence and rights in this state have been forfeited and canceled, and the corporation dissolved subject to rescission as provided in chapter 17, Kansas Statutes Annotated. The directors and officers in office when any such forfeiture occurs shall be the trustees of the corporation, shall have full authority to wind up its business and affairs, sell and liquidate its property and assets, pay its debts and obligations and to distribute the net assets among the shareholders. The trustees as such shall have power to sue for and recover the debts and property due to corporation, describing it by its corporate name, and may be sued as such. The trustees shall be jointly and severally responsible to the creditors and shareholders of the corporation to the extent of its property and effects that shall have come into their hands. L. 1965, ch. 157, § 14; June 30. Attorney General's Opinions: Professional corporations; shares, who may hold. 79-302. CASE ANNOTATIONS 1. Cited; voluntary transfer of professional corporation stock to one not "qualified" (K.S.A. 17-2707) held null and void under K.S.A. 17-2712. Central State Bank v. Albright, 12 Kan. App. 2d 175, 179, 180, 737 P.2d 65 (1987). 2. K.S.A. 17-2708 held not to authorize general corporation to engage in medical practice nor provide services under supervision of practitioner. Early Detection Center, Inc. v. Wilson, 248 Kan. 869, 875, 811 P.2d 860 (1991).

K.S.A. 17-2720 Certain entities deemed validly incorporated; requirements.

17-2720. Certain entities deemed validly incorporated; requirements. Any entity organized prior to July 1, 1981, for the purpose of rendering (1) landscape architect services or (2) landscape architect services and architect, engineer or land surveyor services shall be deemed to be a validly incorporated professional corporation if the entity and the organization of the entity meets all requirements of the professional corporation law of Kansas as amended on July 1, 1981. L. 1981, ch. 104, § 2; July 1.

Source: Kansas Office of Revisor of Statutes (ksrevisor.gov)URL: https://www.ksrevisor.gov/statutes/ksa_ch17.htmlFetched: 10/20/2026