What is legally required to start a business in Kansas? Not much (especially for a sole proprietor)—but if the goal is to have a successful business, other important steps should be taken, even if not legally required.
Kansas Law Basics
Kansas law requires certain businesses to register with the Secretary of State, file relevant forms, and obtain industry-specific licenses and permits; and all businesses are required to comply with state and federal tax laws. Beyond that, most other steps are suggested but not required. The following are suggested steps for any new or soon-to-be businesses.
Step 1 – Visit the Kansas Secretary of State online ‘Business Center’
For any business, the Secretary of State website – Kansas Business Center is an invaluable resource for information, guidance, and forms. In particular, the Kansas Business One Stop site provides step-by-step guidance to help business owners plan, start, operate, grow, and close a business. These sites provide comprehensive information and links and should be a go-to for all Kansas business owners.
Step 2 – Name Your Business
Even if you do not intend to register your business name as a trademark, you can be held liable for trademark infringement if you use a business name that is substantially similar to another in the same industry. And even if you are not sued for trademark infringement, you may still be required to cease using your business name. So, before you start branding your business, do some research to find out if the name is available.
A few ways to search for name availability:
- Professional search service – Some companies and law firms offer trademark search services, which typically include state and federal trademark searches and ‘common law’ searches. This would be the most comprehensive approach to search for trade name availability.
- Kansas business database – Anyone can search name availability on the Secretary of State’s website (through the Business Center).
- S. trademark database – Anyone can search the USPTO trademark database. Assistance from an attorney or search professional is recommended.
- Internet search – Use variations of the name that may have similar appearance, sound, or meaning (these can still be an infringement, even if not an exact match). A thorough internet search can be a good start, but may not be sufficient.
Once you are satisfied with your search, you can reserve your business name with the Secretary of State or simply proceed with registering your business. Note: Kansas does not require or allow registration of a DBA (doing business as) or fictitious name.
Registering your business with the Secretary of State is not the same as registering your trademark on the State or U.S. trademark registers. Protecting your business name includes a combination of best practices, including trademark registration, and should be done with the advice of a trademark attorney.
Step 3 – Choose a Business Structure
A business can be structured in several ways, including but not limited to the following:
- Sole Proprietorship
- General Partnership
- Limited Partnership
- Limited Liability Partnership
- Limited Liability Company
- Corporation (S- or C-corporation)
Depending on the structure, a separate tax ID (federal tax identification number or FEIN) may be required or advisable for the business; quarterly estimated taxes may be required; and other significant tax implications may apply.
Creating an entity can be fairly simple, but understanding the requirements and pros/cons of each can be important. Before selecting a business structure and obtaining a tax ID, prospective business owners should learn about the different options and obtain advice from a tax professional and attorney about their situation.
Step 4 – File with the Secretary of State (and other organizations) if required
Kansas generally does not require sole proprietors to register or file with the Secretary of State (except when establishing an entity such as a limited liability company). General partnerships may (but are not required to) register or file. Most other entities (including out-of-state businesses) must register and submit certain filings with the Secretary of State.
It is important to understand that business “registration” can mean several things, and registration with the Secretary of State does not mean registration for all purposes. For example, the business may be required to register separately for tax purposes, or with an applicable licensing organization, for federal trademark purposes, etc. Business owners should seek legal and professional advice with all relevant registrations.
Step 5 – Protect Your Business
It has been said that the best offense is a good defense. This applies in business. Before paying for more marketing, business owners can become familiar with the information provided by the Secretary of State, choose a good name, choose an appropriate business structure, and file appropriate applications with the Secretary of State and other government offices—including the USPTO.
Furthermore, business owners can protect their business by learning and applying sound business practices—including obtaining sufficient insurance (even if not legally required in your industry).
Conclusion
Kansas law requires relatively little to start and operate a business (especially for the sole proprietor). But beyond the legal essentials, a wise business owner will consider steps for long-term business success.
Rick Smith is licensed in Kansas and able to assist with Kansas business entity creation and U.S. trademark registration. This general overview is not legal advice. Seek advice/assistance as needed.
