Kansas Checklist - Sale of a Business

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Multi-State
Control #:
US-04096BG
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Word; 
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The sale of any ongoing business, even a sole proprietorship, can be a complicated transaction. The buyer and seller (and their attorneys) must consider the law of contracts, taxation, real estate, corporations, securities, and antitrust in many situations. Depending on the nature of the business sold, statutes and regulations concerning the issuance and transfer of permits, licenses, and/or franchises should be consulted. If a license or franchise is important to the business, the buyer generally would want to make the sales agreement contingent on such approval. Sometimes, the buyer will assume certain debts, liabilities, or obligations of the seller. In such a sale, it is vital that the buyer know exactly what debts he/she is assuming.
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FAQ

Why do you need an operating agreement? To protect the business' limited liability status: Operating agreements give members protection from personal liability to the LLC. Without this specific formality, your LLC can closely resemble a sole proprietorship or partnership, jeopardizing your personal liability.

Kansas does not require LLCs to have operating agreements, but it is highly advisable to have one. An operating agreement will help protect your limited liability status, prevent financial and managerial misunderstandings, and ensure that you decide on the rules governing your business instead of state law by default.

Kansas's corporation tax rate is a flat 4% of federal taxable income (with state-specific adjustments) plus a 3% surtax on taxable income above $50,000. The tax is payable to the state's Department of Revenue (DOR). Use the state's corporation income tax return (Form K-120) to pay the tax.

A Kansas LLC operating agreement is a legal document that may be utilized by companies of all sizes, to establish businesses, member relationships (multi-member entities), standard operating procedures, company policies, and many other aspects of a business.

An LLC is typically treated as a pass-through entity for federal income tax purposes. This means that the LLC itself doesn't pay taxes on business income. The members of the LLC pay taxes on their share of the LLC's profits. State or local governments might levy additional LLC taxes.

Kansas corporations are subject to Kansas's corporate income tax at the flat 4% rate, with an additional 3% surtax on income over $50,000.

No. State law does not require or permit the registration or filing of DBAs or fictitious names.

What to do when I sellComplete the Notice of Business Closure (CR-108)Return the completed form to Kansas Department of Revenue, 915 SW Harrison Street, Topeka, KS 66625-9000 or FAX to 785-291-3614.Include information on the date the business was sold.Include the name and address of the new owner.More items...

California LLCs are required to have an Operating Agreement. This agreement can be oral or written. If it's written, the agreementsand all amendments to itmust be kept with the company's records. Limited Liability Companies in New York must have a written Operating Agreement.

Kansas does not require LLCs to have operating agreements, but it is highly advisable to have one. An operating agreement will help protect your limited liability status, prevent financial and managerial misunderstandings, and ensure that you decide on the rules governing your business instead of state law by default.

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Kansas Checklist - Sale of a Business