Request a Professional Corporate/LLC Certificate

The formation of professional business entities by individuals licensed by the KSBHA requires certification by the KSBHA that: (1) each member or shareholder of the professional entity is licensed in the same profession stated in the professional of the articles of incorporation/organization; and (2) the business entity’s name is not contrary to law or the ethics of the professions involved.

To request a professional corporate/LLC certificate, please send an e-mail including the information described below to KSBHA_ProfCorpCerts@ks.gov. Allow 7-10 business days for processing. Failure to include each item necessary to issue a certificate will result in additional time for processing. The certificate will be emailed to the requestor unless otherwise requested.

Form a New Professional Entity

Requests to form new professional entities must include the following:

  1. Kansas Secretary of State Form DPA 51-04 (Professional Association Articles of Incorporation), or form PDL 51-22 (Professional Limited Liability Company Articles of Organization);
  2. Complete name and license number of all proposed shareholders/members;
  3. The professional purpose listed in the above forms is limited to the type of professional service. E.g., “The practice of medicine” or “The practice of physical therapy.”;
  4. Incorporators, organizers, and owners of the professional entity must have an individual active license to practice the same type of profession as the business entity above; and
  5. All individual licensees must be compliant with the Healthcare Stabilization Fund.

The professional purpose must not include additional descriptive words. They are unnecessary and will be rejected.

The certificate issued by the KSBHA and the DPA/PDL Forms must be filed with the Kansas Secretary of State.

Professional corporations, professional limited liability companies, and professional partnerships organized by health care providers (as defined in K.S.A. 40-3401 and 40-3402) are required by law to maintain a policy of professional liability insurance, and, in most cases, required to participate in the Health Care Stabilization Fund. For additional information, refer to https://hcsf.kansas.gov/business-entities/.

Add a Shareholder/Member to an Existing Professional Entity

Requests to add shareholders/members to existing professional entity must include the following:

  1. Current copy of the Professional Association’s Articles of Incorporation or Professional Limited Liability Company’s Articles of Organization;
  2. Complete names and license numbers of all new proposed shareholders/members;
  3. Organizers and owners of the professional entity must have an individual active license to practice the same type of profession as the professional purpose of the business entity; and
  4. All individual licensees must be compliant with the Healthcare Stabilization Fund.

Additional Instructions:

If the shareholder/member to be added is not licensed in the same profession stated in the entity’s professional purpose, a Certificate of Amendment (Kansas Secretary of State Form BEA-Business Entity Certificate of Amendment) adding the new professional purpose must be submitted to the KSBHA with the request to add an additional shareholder/member. The certificate from the KSBHA, and the BEA Form must then be filed with the Kansas Secretary of State.

Requests to add new shareholders/members licensed in a different profession than the current shareholders/members must comply with K.S.A. 17-2710.

A copy of the certificate issued by the KSBHA must be retained in the professional entity’s files. The annual report filed with the Secretary of State must include the names of all officers, directors, and shareholders. See K.S.A. 17-2718 for additional requirements related to a professional entity’s annual report. KSBHA may verify this information as it deems necessary.

Change a Professional Entity's Name

Requests to change a professional entity's name must include the following:

  1. Current copy of the professional association's articles of incorporation or professional limited liability company's articles of organization; and
  2. Certificate of Amendment (Kansas Secretary of State Form BEA-Business Entity Certificate of Amendment) with proposed name change.

Additional Instructions:

The certificate issued by the KSBHA and the BEA must be filed with the Secretary of State.

Convert a General Business Entity to a Professional Business Entity

A business entity providing professional services is improperly formed and unlawful if it is formed as a general corporation/general LLC. Such an entity must be converted to a professional entity.

Requests to convert a general business entity to a professional entity must include the following:

  1. Current copy of the articles of incorporation/organization;
  2. Complete names and license numbers of all shareholders/members;
  3. Kansas Secretary of State Form CC 53 (Certificate of Correction);
  4. Incorporators, organizers, and owners of the professional entity must have and individual active license to practice the same type of profession as the business entity above; and
  5. All individual licensees must be compliant with the Healthcare Stabilization Fund.

Additional Instructions:

The Certificate of Correction must state the business entity was improperly formed as a general entity, should be formed as a professional entity, and state the professional purpose of the entity.

If it is necessary to state the professional purpose differently in the Certificate of Correction than it is stated in the business purpose of the articles of incorporation/organization, then the Certificate of Correction must specify the professional purpose replaces the original business purpose.

The professional purpose stated in Certificate of Correction is limited to the type of professional service. E.g., “The practice of medicine” or “The practice of physical therapy.”

The professional purpose must not include additional descriptive words. They are unnecessary and will be rejected.

The certificate issued by the KSBHA and the CC53 Form must be filed with the Kansas Secretary of State.

Professional corporations, professional limited liability companies, and professional partnerships organized by health care providers (as defined in K.S.A. 40-3401 and 40-3401) are required by law to maintain a policy of professional liability insurance, and, in most cases, required to participate in the Health Care Stabilization Fund. For additional information, refer to https://hcsf.kansas.gov/business-entities/.

Resources

Professional Corporation Law of Kansas

Kansas Secretary of State

Kansas Healthcare Stabilization Fund