# Kansas: benefit corporation guide
Reviewed 2026-10-11 · Compared form: Public benefit corporation

Educational guide to selected statutes and agency guidance, not every court decision or a company-specific legal/tax opinion.

Balanced score: 75 / 100

## Comparison baseline
A small, active, private stock C corporation, after its first tax year, using the lowest capital/receipts/share-count tier, no taxable income or taxable alternative-minimum base, and ordinary online filings where available. It operates in the state being compared. Yearly costs include registry reports and the identified minimum state tax/license charge; multi-year charges are annualized. Variable income, receipts, sales, payroll and local taxes, agents and one-time formation costs are additional.

## Benefit company option
Usual rule: The usual benefit-corporation model is a for-profit stock company with a public-benefit purpose. Washington uses a related social-purpose form; eight states have no identified dedicated for-profit benefit form.

This state: Responsible/sustainable for-profit corporation must name one or more specific public benefits in articles; no separate broad general-benefit purpose imposed.

Why it differs: Kansas offers Public benefit corporation.

### Benefit company option
Score: 20
Kansas offers Public benefit corporation. The benefit option receives the full form credit.
- [K.S.A. 17-72a02](https://www.kslegislature.gov/b2025_26/laws/017_000_0000_chapter/017_072a_0000_article/017_072a_0002_section/017_072a_0002_k/)

## Personal protections
Usual rule: The common starting point is a director protection clause that must be added to the charter. Many states do not extend that ordinary clause to officers. Exceptions, eligible people and covered claims differ.

This state: Optional director-only charter monetary exculpation; exceptions loyalty, bad faith/intentional misconduct/knowing law violation, unlawful distributions and improper benefit. Prospective. Benefit-specific rule: No blanket company/director/officer benefit-failure monetary bar. Director balancing safe harbor and default protection against bad-faith/loyalty classification interact with ordinary charter exculpation.

Why it differs: Kansas keeps this ordinary shield limited to directors; the charter must elect the ordinary protection. 

### Protection for board members
Score: 6
Kansas has an identified director monetary-protection provision in the compared scope, which earns this credit. Optional director-only charter monetary exculpation; exceptions loyalty, bad faith/intentional misconduct/knowing law violation, unlawful distributions and improper benefit. Prospective.
- [K.S.A. 17-6002(b)(8)](https://ksrevisor.gov/statutes/chapters/ch17/017_060_0002.html)

### Protection for company officers
Score: 0
Kansas does not extend the scored ordinary charter shield to officers acting only as officers, so no officer credit is awarded. Separate indemnification or insurance may still matter.
- [K.S.A. 17-6002(b)(8)](https://ksrevisor.gov/statutes/chapters/ch17/017_060_0002.html)

### Protection without extra setup
Score: 0
Kansas requires an elected charter provision for the scored ordinary protection; it gets no automatic-coverage credit. The clause must actually be put in the charter to help.
- [K.S.A. 17-6002(b)(8)](https://ksrevisor.gov/statutes/chapters/ch17/017_060_0002.html)

### Protection for benefit decisions
Score: 2
Kansas protects certain properly made or classified benefit decisions. This is narrower than an express company/director/officer bar on damages merely for missing the mission, so only the narrower safe-harbor credit applies. No blanket company/director/officer benefit-failure monetary bar. Director balancing safe harbor and default protection against bad-faith/loyalty classification interact with ordinary charter exculpation.
- [K.S.A. 17-72a05](https://www.kslegislature.gov/b2025_26/laws/017_000_0000_chapter/017_072a_0000_article/017_072a_0005_section/017_072a_0005_k/)
- [K.S.A. 17-72a07](https://www.kslegislature.gov/b2025_26/laws/017_000_0000_chapter/017_072a_0000_article/017_072a_0007_section/017_072a_0007_k/)

## Less paperwork
Usual rule: The most common benefit model requires an annual report using an outside assessment framework, without a separate state benefit-report filing. An outside framework does not necessarily mean paying for certification.

This state: Annual benefit statement to shareholders, latest publicly posted or free on request; third-party assessment required. Timing refers to ordinary report statute, now biennial, creating a timing cross-reference to check. No state benefit-report filing specified. The current 2026 text still says no less than annually in 17-72a06(b), while subsection (c) links timing to the annual report under 17-7503; section 17-7503 now governs biennial information reports. The annual benefit-statement duty remains explicit, but the cross-reference does not give a clear intervening-year delivery date. A company should set an annual shareholder/publication date and confirm that timing with counsel rather than reduce the benefit report to biennial. Assessment rule: Annual statement must assess benefit performance against independent transparent third-party standard. Third-party certification may be required by articles/bylaws; not statutory default.

Why it differs: Kansas: Annual; Required outside framework; no separate state benefit-report filing. No additional scored benefit-director/report-approval step applies to this private-company scope.

### How often reports are needed
Score: 5
Kansas: Annual. An annual report gets less ease-of-operation credit than a biennial report or no mandatory report because it must be prepared more often.
- [K.S.A. 17-72a06](https://www.kslegislature.gov/b2025_26/laws/017_000_0000_chapter/017_072a_0000_article/017_072a_0006_section/017_072a_0006_k/)
- [K.S.A. 17-7503: biennial information reports](https://www.kslegislature.gov/b2025_26/laws/017_000_0000_chapter/017_075_0000_article/017_075_0003_section/017_075_0003_k/)

### Choice of impact framework
Score: 3
Kansas: Required. Using an outside framework reduces flexibility credit but earns transparency credit.
- [K.S.A. 17-72a06](https://www.kslegislature.gov/b2025_26/laws/017_000_0000_chapter/017_072a_0000_article/017_072a_0006_section/017_072a_0006_k/)
- [K.S.A. 17-72a06](https://www.kslegislature.gov/b2025_26/laws/017_000_0000_chapter/017_072a_0000_article/017_072a_0006_section/017_072a_0006_k/)

### Extra reports sent to the state
Score: 4
Kansas: No separate state benefit-report filing. No separate state submission earns the no-extra-filing credit. Preparing, sharing or publishing the report may still be required.
- [K.S.A. 17-72a06](https://www.kslegislature.gov/b2025_26/laws/017_000_0000_chapter/017_072a_0000_article/017_072a_0006_section/017_072a_0006_k/)
- [K.S.A. 17-7503: biennial information reports](https://www.kslegislature.gov/b2025_26/laws/017_000_0000_chapter/017_075_0000_article/017_075_0003_section/017_075_0003_k/)

### Extra board or approval steps
Score: 3
Kansas has no additional scored benefit-director/report-approval step for this private-company scope, so it earns the ease-of-operation credit. Public-company rules and other duties may differ.
- [K.S.A. 17-72a05](https://www.kslegislature.gov/b2025_26/laws/017_000_0000_chapter/017_072a_0000_article/017_072a_0005_section/017_072a_0005_k/)
- [K.S.A. 17-72a06](https://www.kslegislature.gov/b2025_26/laws/017_000_0000_chapter/017_072a_0000_article/017_072a_0006_section/017_072a_0006_k/)
- [K.S.A. 17-7503: biennial information reports](https://www.kslegislature.gov/b2025_26/laws/017_000_0000_chapter/017_075_0000_article/017_075_0003_section/017_075_0003_k/)

## Yearly state costs and taxes
Usual rule: There is no uniform state charge. Compare the recurring report fee together with the minimum state tax or license charge for the stated small-company scenario. A low income-tax rate alone does not show this cost.

This state: Registry reporting: $45 per year on an annualized basis. Minimum tax/license used here: $0. Small active ordinary domestic C corporation operating in Kansas with no Kansas taxable income after adjustments and apportionment: $0 ordinary income tax and no franchise minimum. Excludes information-report fees and other operating taxes.

Why it differs: Kansas has a compared recurring floor of $45 per year, including $0 in identified minimum tax/license charges.

### Yearly filings plus minimum state taxes
Score: 15
Kansas has a compared recurring floor of $45 per year, including $0 in identified minimum tax/license charges. Small active ordinary domestic C corporation operating in Kansas with no Kansas taxable income after adjustments and apportionment: $0 ordinary income tax and no franchise minimum. Excludes information-report fees and other operating taxes. Lower recurring floors earn more cost credit. Profit/receipts-based taxes and local charges are additional; this is not the whole tax bill.
- [For-Profit Information Report, Rev. 7/22/26](https://sos.ks.gov/forms/business_services/IFP.pdf)
- [K.S.A. 17-72a06](https://www.kslegislature.gov/b2025_26/laws/017_000_0000_chapter/017_072a_0000_article/017_072a_0006_section/017_072a_0006_k/)
- [Current state revenue guidance: corporate tax applicability, rate and exemptions](https://ksrevenue.gov/bustaxtypesfranchise.html)
- [Current state revenue guidance: corporate tax applicability, rate and exemptions](https://www.ksrevenue.gov/taxnotices/notice23-10.pdf)
- [Kansas Revenue: 2025 corporate tax booklet, filing scope and normal/surtax calculation](https://www.ksrevenue.gov/corpbook25.html)
- [Kansas Revenue: franchise tax ended for 2011 and later](https://ksrevenue.gov/bustaxtypesfranchise.html)
- [Kansas Revenue: enacted 2024 corporate normal rate](https://ksrevenue.gov/pdf/LegislativeChanges.pdf)

## Becoming a benefit company and changing back
Usual rule: Two-thirds approval is the common benefit-status gate. Some states use ordinary amendment votes, some demand more, and class-by-class voting can give even a small share class a veto.

This state: Becoming a benefit company: ordinary majority of outstanding entitled stock (charter amendment). Prior benefit-specific 17-72a03 was repealed in 2023. Entry/exit by charter amendment now uses ordinary board approval and majority of outstanding stock entitled to vote, plus majority of each class separately entitled to vote. Class votes and greater charter thresholds may apply; other transaction routes retain their own rules. Changing back: ordinary majority of outstanding entitled stock (charter amendment)

Why it differs: Kansas entry uses ordinary majority of outstanding entitled stock (charter amendment); exit uses ordinary majority of outstanding entitled stock (charter amendment). Easier entry helps adoption. Easier exit also scores higher here, although a mission-preservation priority may favor a harder exit.

### Ease of becoming a benefit company
Score: 10
Kansas: becoming a benefit company requires ordinary majority of outstanding entitled stock (charter amendment). Ordinary votes receive more ease-of-change credit than two-thirds; three-quarters, 90% and unanimous gates receive less. Class votes, notice, appraisal and any higher charter requirements remain.
- [2026 Article 72a index; section 17-72a03 repealed](https://www.kslegislature.gov/b2025_26/laws/017_000_0000_chapter/017_072a_0000_article/)
- [K.S.A. 17-6602(b)(1),(2),(4)](https://ksrevisor.gov/statutes/chapters/ch17/017_066_0002.html)

### Ease of changing status later
Score: 10
Kansas: changing back requires ordinary majority of outstanding entitled stock (charter amendment). Ordinary votes receive more ease-of-change credit than two-thirds; three-quarters, 90% and unanimous gates receive less. Class votes, notice, appraisal and any higher charter requirements remain.
- [2026 Article 72a index; section 17-72a03 repealed](https://www.kslegislature.gov/b2025_26/laws/017_000_0000_chapter/017_072a_0000_article/)
- [K.S.A. 17-6602(b)(1),(2),(4)](https://ksrevisor.gov/statutes/chapters/ch17/017_066_0002.html)

## Public transparency
Usual rule: Annual reporting, public access, an outside assessment framework and a mandatory mission duty are common. Stronger disclosure can help people check promises while adding work or exposing owner information.

This state: Must balance stockholder pecuniary interests, materially affected interests and chosen benefits; informed/disinterested/rational-decision safe harbor. Since 2023, stockholding alone is not conflict and disinterested balancing failure is not bad faith/loyalty breach unless articles opt out. Disclosure: Annual benefit statement to shareholders, latest publicly posted or free on request; third-party assessment required. Timing refers to ordinary report statute, now biennial, creating a timing cross-reference to check. No state benefit-report filing specified. The current 2026 text still says no less than annually in 17-72a06(b), while subsection (c) links timing to the annual report under 17-7503; section 17-7503 now governs biennial information reports. The annual benefit-statement duty remains explicit, but the cross-reference does not give a clear intervening-year delivery date. A company should set an annual shareholder/publication date and confirm that timing with counsel rather than reduce the benefit report to biennial. Enforcement: Any individual/derivative/other action enforcing balancing requires at filing 2% total outstanding or listed lesser 2%/$2m; other derivative rules remain.

Why it differs: Kansas requires public access to the report. Three-interest balancing combined with mandatory public annual third-party report; not the same reporting regime as Delaware/Texas.

### Reports the public can read
Score: 8
Kansas requires report access for people outside the company, so it earns public-access credit. Annual benefit statement to shareholders, latest publicly posted or free on request; third-party assessment required. Timing refers to ordinary report statute, now biennial, creating a timing cross-reference to check. No state benefit-report filing specified. The current 2026 text still says no less than annually in 17-72a06(b), while subsection (c) links timing to the annual report under 17-7503; section 17-7503 now governs biennial information reports. The annual benefit-statement duty remains explicit, but the cross-reference does not give a clear intervening-year delivery date. A company should set an annual shareholder/publication date and confirm that timing with counsel rather than reduce the benefit report to biennial.
- [K.S.A. 17-72a06](https://www.kslegislature.gov/b2025_26/laws/017_000_0000_chapter/017_072a_0000_article/017_072a_0006_section/017_072a_0006_k/)
- [K.S.A. 17-7503: biennial information reports](https://www.kslegislature.gov/b2025_26/laws/017_000_0000_chapter/017_075_0000_article/017_075_0003_section/017_075_0003_k/)

### Regular updates on progress
Score: 6
Kansas: Annual. Annual updates earn more transparency credit than biennial updates; no mandated report earns none.
- [K.S.A. 17-72a06](https://www.kslegislature.gov/b2025_26/laws/017_000_0000_chapter/017_072a_0000_article/017_072a_0006_section/017_072a_0006_k/)
- [K.S.A. 17-7503: biennial information reports](https://www.kslegislature.gov/b2025_26/laws/017_000_0000_chapter/017_075_0000_article/017_075_0003_section/017_075_0003_k/)

### An outside impact framework
Score: 3
Kansas: Required. Using an outside framework reduces flexibility credit but earns transparency credit.
- [K.S.A. 17-72a06](https://www.kslegislature.gov/b2025_26/laws/017_000_0000_chapter/017_072a_0000_article/017_072a_0006_section/017_072a_0006_k/)
- [K.S.A. 17-72a06](https://www.kslegislature.gov/b2025_26/laws/017_000_0000_chapter/017_072a_0000_article/017_072a_0006_section/017_072a_0006_k/)

### A duty to consider the mission
Score: 3
Kansas makes a mission duty mandatory, so it earns this credit. Must balance stockholder pecuniary interests, materially affected interests and chosen benefits; informed/disinterested/rational-decision safe harbor. Since 2023, stockholding alone is not conflict and disinterested balancing failure is not bad faith/loyalty breach unless articles opt out.
- [K.S.A. 17-72a05](https://www.kslegislature.gov/b2025_26/laws/017_000_0000_chapter/017_072a_0000_article/017_072a_0005_section/017_072a_0005_k/)

## State taxes
Kansas ordinary corporate income tax is 3.5% of Kansas taxable income plus a 3% surtax on the portion above $50,000, producing a 6.5% marginal rate above that threshold. This 3.5% normal rate applies from tax year 2024 onward.
Kansas franchise tax was eliminated for tax year 2011 and later. The ordinary corporation has no surviving general fixed franchise/capital minimum; corporate income tax remains a separate calculation. Secretary of State information-report charges are separate.
Corporations doing business in Kansas or deriving Kansas-source income must generally file even when no tax is due. Allocation, apportionment, unitary-group rules, federal P.L. 86-272 protection, and credits determine actual income-tax liability; chartering elsewhere does not remove Kansas-source taxation.

## Full reviewed legal topics

### purpose
Responsible/sustainable for-profit corporation must name one or more specific public benefits in articles; no separate broad general-benefit purpose imposed.

### board
Must balance stockholder pecuniary interests, materially affected interests and chosen benefits; informed/disinterested/rational-decision safe harbor. Since 2023, stockholding alone is not conflict and disinterested balancing failure is not bad faith/loyalty breach unless articles opt out.

### standard
Annual statement must assess benefit performance against independent transparent third-party standard. Third-party certification may be required by articles/bylaws; not statutory default.

### certification
Third-party certification may be required by articles/bylaws; not statutory default.

### report
Annual benefit statement to shareholders, latest publicly posted or free on request; third-party assessment required. Timing refers to ordinary report statute, now biennial, creating a timing cross-reference to check. No state benefit-report filing specified. The current 2026 text still says no less than annually in 17-72a06(b), while subsection (c) links timing to the annual report under 17-7503; section 17-7503 now governs biennial information reports. The annual benefit-statement duty remains explicit, but the cross-reference does not give a clear intervening-year delivery date. A company should set an annual shareholder/publication date and confirm that timing with counsel rather than reduce the benefit report to biennial.

### enforcement
Any individual/derivative/other action enforcing balancing requires at filing 2% total outstanding or listed lesser 2%/$2m; other derivative rules remain.

### benefitLiability
No blanket company/director/officer benefit-failure monetary bar. Director balancing safe harbor and default protection against bad-faith/loyalty classification interact with ordinary charter exculpation.

### ordinaryExculpation
Optional director-only charter monetary exculpation; exceptions loyalty, bad faith/intentional misconduct/knowing law violation, unlawful distributions and improper benefit. Prospective.

### statusChange
Prior benefit-specific 17-72a03 was repealed in 2023. Entry/exit by charter amendment now uses ordinary board approval and majority of outstanding stock entitled to vote, plus majority of each class separately entitled to vote. Class votes and greater charter thresholds may apply; other transaction routes retain their own rules.

## Costs and conditions

### regularReport
Current July 22, 2026 form: $90 online/$110 paper biennial for-profit information report, including current regulatory fees.

### benefitReport
No mandatory state benefit-report filing in the cited reporting provision; no separate required filing fee identified.

### minimumTax
Kansas franchise tax has been eliminated for tax year 2011 and later. Corporate income tax is separate: 3.5% normal tax on Kansas taxable income plus a 3% surtax on Kansas taxable income exceeding $50,000. Nexus, allocation/apportionment and credits determine actual liability; no former franchise-tax floor is added to the biennial registry charge.

## Conversion route
Existing domestic stock corporation: use the statute’s charter/articles election process and its board, shareholder, class and notice requirements.
Prior benefit-specific 17-72a03 was repealed in 2023. Entry/exit by charter amendment now uses ordinary board approval and majority of outstanding stock entitled to vote, plus majority of each class separately entitled to vote. Class votes and greater charter thresholds may apply; other transaction routes retain their own rules.

## Important distinctions
- Three-interest balancing combined with mandatory public annual third-party report; not the same reporting regime as Delaware/Texas.
- 2023 protection is default unless charter opts out.
- Old benefit-specific supermajority provision repealed.

## Source qualifications
- Genuine statutory timing mismatch: annual benefit-statement duty in 17-72a06(b) coexists with subsection (c) referring to the now-biennial information-report schedule in 17-7503; no specific intervening-year date is supplied.


## All reviewed official/primary links
- [K.S.A. 17-72a02](https://www.kslegislature.gov/b2025_26/laws/017_000_0000_chapter/017_072a_0000_article/017_072a_0002_section/017_072a_0002_k/)
- [K.S.A. 17-72a05](https://www.kslegislature.gov/b2025_26/laws/017_000_0000_chapter/017_072a_0000_article/017_072a_0005_section/017_072a_0005_k/)
- [K.S.A. 17-72a06](https://www.kslegislature.gov/b2025_26/laws/017_000_0000_chapter/017_072a_0000_article/017_072a_0006_section/017_072a_0006_k/)
- [K.S.A. 17-7503: biennial information reports](https://www.kslegislature.gov/b2025_26/laws/017_000_0000_chapter/017_075_0000_article/017_075_0003_section/017_075_0003_k/)
- [K.S.A. 17-72a07](https://www.kslegislature.gov/b2025_26/laws/017_000_0000_chapter/017_072a_0000_article/017_072a_0007_section/017_072a_0007_k/)
- [K.S.A. 17-6002(b)(8)](https://ksrevisor.gov/statutes/chapters/ch17/017_060_0002.html)
- [2026 Article 72a index; section 17-72a03 repealed](https://www.kslegislature.gov/b2025_26/laws/017_000_0000_chapter/017_072a_0000_article/)
- [K.S.A. 17-6602(b)(1),(2),(4)](https://ksrevisor.gov/statutes/chapters/ch17/017_066_0002.html)
- [For-Profit Information Report, Rev. 7/22/26](https://sos.ks.gov/forms/business_services/IFP.pdf)
- [Current state revenue guidance: corporate tax applicability, rate and exemptions](https://ksrevenue.gov/bustaxtypesfranchise.html)
- [Current state revenue guidance: corporate tax applicability, rate and exemptions](https://www.ksrevenue.gov/taxnotices/notice23-10.pdf)
- [Kansas Revenue: 2025 corporate tax booklet, filing scope and normal/surtax calculation](https://www.ksrevenue.gov/corpbook25.html)
- [Kansas Revenue: franchise tax ended for 2011 and later](https://ksrevenue.gov/bustaxtypesfranchise.html)
- [Kansas Revenue: enacted 2024 corporate normal rate](https://ksrevenue.gov/pdf/LegislativeChanges.pdf)