For AI agents: read the machine-readable documentation index at /llms.txt or the single-file full reference at /llms-full.txt.
Form a Business

LIMITED LIABILITY COMPANIES

K.S.A. ch. 17, art. 76
in effect

K.S.A. 17-76,100 Liability for contribution.

17-76,100. Liability for contribution. (a) Except as provided in an operating agreement, a member is obligated to a limited liability company to perform any promise to contribute cash or property or to perform services, even if the member is unable to perform because of death, disability or any other reason. If a member does not make the required contribution of property or services, the member is obligated at the option of the limited liability company to contribute cash equal to that portion of the agreed value, as stated in the records of the limited liability company, of the contribution that has not been made. The foregoing option shall be in addition to, and not in lieu of, any other rights, including the right to specific performance, that the limited liability company may have against such member under the operating agreement or applicable law. (b) Unless otherwise provided in an operating agreement, the obligation of a member to make a contribution or return money or other property paid or distributed in violation of this act may be compromised only by consent of all the members. Notwithstanding the compromise, a creditor of a limited liability company who extends credit, after the entering into of an operating agreement or an amendment thereto which, in either case, reflects the obligation, and before the amendment thereof to reflect the compromise, may enforce the original obligation to the extent that, in extending credit, the creditor reasonably relied on the obligation of a member to make a contribution or return. A conditional obligation of a member to make a contribution or return money or other property to a limited liability company may not be enforced unless the conditions of the obligation have been satisfied or waived as to or by such member. Conditional obligations include contributions payable upon a discretionary call of a limited liability company prior to the time the call occurs. (c) An operating agreement may provide that the interest of any member who fails to make any contribution that the member is obligated to make shall be subject to specified penalties for, or specified consequences of, such failure. Such penalty or consequence may take the form of reducing or eliminating the defaulting member's proportionate interest in a limited liability company, subordinating the member's limited liability company interest to that of nondefaulting members, a forced sale of that limited liability company interest, forfeiture of the defaulting member's limited liability company interest, the lending by other members of the amount necessary to meet the defaulting member's commitment, a fixing of the value of the defaulting member's limited liability company interest by appraisal or by formula and redemption or sale of the limited liability company interest at such value, or other penalty or consequence. L. 1999, ch. 119, § 39; L. 2014, ch. 40, § 30; July 1. Source or Prior Law: 17-7619. CASE ANNOTATIONS 1. Limited liability company member's failure to contribute additional capital for ongoing operation could have ownership interests reduced under operating agreements. Canyon Creek Development v. Fox, 46 Kan. App. 2d 370, 263 P.3d 799 (2011).

K.S.A. 17-76,101 Allocation of profits and losses.

17-76,101. Allocation of profits and losses. The profits and losses of a limited liability company shall be allocated among the members, and among classes or groups of members, in the manner provided in an operating agreement. If the operating agreement does not so provide, profits and losses shall be allocated on the basis of the agreed value (as stated in the records of the limited liability company) of the contributions made by each member to the extent they have been received by the limited liability company and have not been returned. L. 1999, ch. 119, § 40; January 1, 2000. Source or Prior Law: 17-7615.

K.S.A. 17-76,102 Allocation of distributions.

17-76,102. Allocation of distributions. Distributions of cash or other assets of a limited liability company shall be allocated among the members, and among classes or groups of members, in the manner provided in an operating agreement. If the operating agreement does not so provide, distributions shall be made on the basis of the agreed value (as stated in the records of the limited liability company) of the contributions made by each member to the extent they have been received by the limited liability company and have not been returned. L. 1999, ch. 119, § 41; January 1, 2000. Source or Prior Law: 17-7615.

K.S.A. 17-76,103 Defense of usury not available.

17-76,103. Defense of usury not available. No obligation of a member or manager of a limited liability company to the limited liability company, or to a member or manager of the limited liability company, arising under the operating agreement or a separate agreement or writing, and no note, instrument or other writing evidencing any such obligation of a member or manager, shall be subject to the defense of usury, and no member or manager shall interpose the defense of usury with respect to any such obligation in any action. L. 1999, ch. 119, § 42; L. 2014, ch. 40, § 31; July 1.

K.S.A. 17-76,103a Subscription irrevocable.

17-76,103a. Subscription irrevocable. (a) For all purposes of the laws of the state of Kansas, a subscription for a limited liability company interest, whether submitted in writing, by means of electronic transmission or as otherwise permitted by applicable law, is irrevocable if the subscription states that such subscription is irrevocable to the extent provided by the terms of the subscription. (b) This section shall be a part of and supplemental to article 76 of chapter 17 of the Kansas Statutes Annotated, and amendments thereto. L. 2025, ch. 95, § 2; July 1.

K.S.A. 17-76,104 Interim distributions.

17-76,104. Interim distributions. Except as provided in K.S.A. 17-76,104 through 17-76,110 , and amendments thereto, to the extent and at the times or upon the happening of the events specified in an operating agreement, a member is entitled to receive from a limited liability company distributions before the member's resignation from the limited liability company and before the dissolution and winding up thereof. L. 1999, ch. 119, § 43; L. 2014, ch. 40, § 32; July 1. Source or Prior Law: 17-7615.

K.S.A. 17-76,105 Resignation of manager.

17-76,105. Resignation of manager. A manager may resign as a manager of a limited liability company at the time or upon the happening of events specified in an operating agreement and in accordance with the operating agreement. An operating agreement may provide that a manager shall not have the right to resign as a manager of a limited liability company. Notwithstanding that an operating agreement provides that a manager does not have the right to resign as a manager of a limited liability company, a manager may resign as a manager of a limited liability company at any time by giving written notice to the members and other managers. If the resignation of a manager violates an operating agreement, in addition to any remedies otherwise available under applicable law, a limited liability company may recover from the resigning manager damages for breach of the operating agreement and offset the damages against the amount otherwise distributable to the resigning manager. L. 1999, ch. 119, § 44; L. 2014, ch. 40, § 33; July 1.

K.S.A. 17-76,106 Resignation of member.

17-76,106. Resignation of member. (a) A member may resign from a limited liability company only at the time or upon the happening of events specified in an operating agreement and in accordance with the operating agreement. Notwithstanding anything to the contrary under applicable law, unless an operating agreement provides otherwise, a member may not resign from a limited liability company prior to the dissolution and winding up of the limited liability company. (b) Unless otherwise provided in an operating agreement, a limited liability company whose original articles of organization were filed with the secretary of state and effective on or prior to June 30, 2014, shall not be governed by subsection (a) but shall be governed by this subsection. A member may resign from a limited liability company only at the time or upon the happening of events specified in the operating agreement and in accordance with the operating agreement. Notwithstanding anything to the contrary under applicable law, unless the operating agreement provides otherwise, a member may resign from a limited liability company prior to the dissolution and winding up of the limited liability company. Upon resignation, the member shall be deemed to be an assignee and shall have only the rights of an assignee. The resigned member is not released from the member's liability, if any, to a limited liability company. Notwithstanding anything to the contrary under applicable law, the operating agreement may provide that a limited liability company interest may not be assigned prior to the dissolution and winding up of the limited liability company. L. 1999, ch. 119, § 45; L. 2014, ch. 40, § 34; L. 2019, ch. 47, § 28; July 1.

K.S.A. 17-76,107 Distribution upon resignation.

17-76,107. Distribution upon resignation. (a) Except as provided in K.S.A. 17-76,104 through 17-76,110 , and amendments thereto, upon resignation any resigning member is entitled to receive any distribution to which such member is entitled under an operating agreement and, if not otherwise provided in an operating agreement, such member is entitled to receive, within a reasonable time after resignation, the fair value of such member's limited liability company interest as of the date of resignation based upon such member's right to share in distributions from the limited liability company. (b) Unless otherwise provided in an operating agreement, a limited liability company whose original articles of organization were filed with the secretary of state and effective on or prior to June 30, 2014, shall continue to be governed by this section in effect on June 30, 2014, and shall not be governed by this section. L. 1999, ch. 119, § 46; L. 2014, ch. 40, § 35; July 1.

K.S.A. 17-76,108 Distribution in kind.

17-76,108. Distribution in kind. Except as provided in an operating agreement, a member, regardless of the nature of the member's contribution, has no right to demand and receive any distribution from a limited liability company in any form other than cash. Except as provided in an operating agreement, a member may not be compelled to accept a distribution of any asset in kind from a limited liability company to the extent that the percentage of the asset distributed exceeds a percentage of that asset which is equal to the percentage in which the member shares in distributions from the limited liability company. Except as provided in the operating agreement, a member may be compelled to accept a distribution of any asset in kind from a limited liability company to the extent that the percentage of the asset distributed is equal to a percentage of that asset which is equal to the percentage in which the member shares in distributions from the limited liability company. L. 1999, ch. 119, § 47; January 1, 2000. Source or Prior Law: 17-7615, 17-7616.

K.S.A. 17-76,109 Right to distribution.

17-76,109. Right to distribution. Subject to K.S.A. 17-76,110 and 17-76,119 , and amendments thereto, and unless otherwise provided in an operating agreement, at the time a member becomes entitled to receive a distribution, the member has the status of, and is entitled to all remedies available to, a creditor of a limited liability company with respect to the distribution. An operating agreement may provide for the establishment of a record date with respect to allocations and distributions by a limited liability company. L. 1999, ch. 119, § 48; January 1, 2000.

K.S.A. 17-76,110 Limitations on distribution.

17-76,110. Limitations on distribution. (a) A limited liability company shall not make a distribution to a member to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of the limited liability company, other than liabilities to members on account of their limited liability company interests and liabilities for which the recourse of creditors is limited to specified property of the limited liability company, exceed the fair value of the assets of the limited liability company, except that the fair value of property that is subject to a liability for which the recourse of creditors is limited shall be included in the assets of the limited liability company only to the extent that the fair value of that property exceeds that liability. For purposes of this subsection, "distribution" shall not include amounts constituting reasonable compensation for present or past services or reasonable payments made in the ordinary course of business pursuant to a bona fide retirement plan or other benefits program. (b) A member who receives a distribution in violation of subsection (a) of this section, and who knew at the time of the distribution that the distribution violated subsection (a), shall be liable to a limited liability company for the amount of the distribution. A member who receives a distribution in violation of subsection (a), and who did not know at the time of the distribution that the distribution violated subsection (a), shall not be liable for the amount of the distribution. Subject to subsection (c), this subsection shall not affect any obligation or liability of a member under an agreement or other applicable law for the amount of a distribution. (c) Unless otherwise agreed, a member who receives a distribution from a limited liability company shall have no liability under this act or other applicable law for the amount of the distribution after the expiration of three years from the date of the distribution unless an action to recover the distribution from such member is commenced prior to the expiration of the three-year period and an adjudication of liability against such member is made in the action. L. 1999, ch. 119, § 49; L. 2014, ch. 40, § 36; July 1. Source or Prior Law: 17-7616, 17-7619.

K.S.A. 17-76,111 Nature of limited liability company interest.

17-76,111. Nature of limited liability company interest. A limited liability company interest is personal property. A member has no interest in specific limited liability company property. L. 1999, ch. 119, § 50; January 1, 2000.

K.S.A. 17-76,112 Assignment of limited liability company interest.

17-76,112. Assignment of limited liability company interest. (a) A limited liability company interest is assignable in whole or in part except as provided in an operating agreement. The assignee of a member's limited liability company interest shall have no right to participate in the management of the business and affairs of a limited liability company, except as provided in an operating agreement or, unless otherwise provided in the operating agreement, upon the vote, consent or approval of all of the members of the limited liability company. Notwithstanding anything to the contrary under applicable law, an operating agreement may provide that a limited liability company interest may not be assigned prior to the dissolution and winding up of the limited liability company. (b) Unless otherwise provided in an operating agreement: (1) An assignment of a limited liability company interest does not entitle the assignee to become or to exercise any rights or powers of a member; (2) an assignment of a limited liability company interest entitles the assignee to share in such profits and losses, to receive such distribution or distributions, and to receive such allocation of income, gain, loss, deduction, or credit or similar item to which the assignor was entitled, to the extent assigned; and (3) a member ceases to be a member and to have the power to exercise any rights or powers of a member upon assignment of all of the member's limited liability company interest. Unless otherwise provided in an operating agreement, the pledge of, or granting of a security interest, lien or other encumbrance in or against, any or all of the limited liability company interest of a member shall not cause the member to cease to be a member or to have the power to exercise any rights or powers of a member. (c) Unless otherwise provided in an operating agreement, a member's interest in a limited liability company may be evidenced by a certificate of limited liability company interest issued by the limited liability company. An operating agreement may provide for the assignment or transfer of any limited liability company interest represented by such a certificate and make other provisions with respect to such certificates. A limited liability company shall not have the power to issue a certificate of limited liability company interest in bearer form. (d) Unless otherwise provided in an operating agreement and except to the extent assumed by agreement, until an assignee of a limited liability company interest becomes a member, the assignee shall have no liability as a member solely as a result of the assignment. (e) Unless otherwise provided in the operating agreement, a limited liability company may acquire, by purchase, redemption or otherwise, any limited liability company interest or other interest of a member or manager in the limited liability company. Unless otherwise provided in the operating agreement, any such interest so acquired by the limited liability company shall be deemed canceled. L. 1999, ch. 119, § 51; L. 2014, ch. 40, § 37; L. 2019, ch. 47, § 29; July 1. Source or Prior Law: 17-7618.

K.S.A. 17-76,113 Rights of judgment creditor; charging orders.

17-76,113. Rights of judgment creditor; charging orders. (a) On application by a judgment creditor of a member or of a member's assignee, a court having jurisdiction may charge the limited liability company interest of the judgment debtor to satisfy the judgment. To the extent so charged, the judgment creditor has only the right to receive any distribution or distributions to which the judgment debtor would otherwise have been entitled in respect of such limited liability company interest. (b) A charging order constitutes a lien on the judgment debtor's limited liability company interest. (c) The Kansas revised limited liability company act does not deprive a member or member's assignee of a right under exemption laws with respect to the judgment debtor's limited liability company interest. (d) The entry of a charging order is the exclusive remedy by which a judgment creditor of a member or of a member's assignee may satisfy a judgment out of the judgment debtor's limited liability company interest, and attachment, garnishment, foreclosure, or other legal or equitable remedies are not available to the judgment creditor, whether the limited liability company has one member or more than one member. (e) No creditor of a member or of a member's assignee shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the limited liability company. (f) The district court shall have jurisdiction to hear and determine any matter relating to any such charging order. L. 1999, ch. 119, § 52; L. 2014, ch. 40, § 38; L. 2019, ch. 47, § 30; July 1.

K.S.A. 17-76,114 Right of assignee to become member.

17-76,114. Right of assignee to become member. (a) An assignee of a limited liability company interest becomes a member: (1) As provided in the operating agreement; (2) unless otherwise provided in the operating agreement, upon the vote, consent or approval of all of the members of the limited liability company; or (3) unless otherwise provided in the operating agreement by a specific reference to this subsection (a) or otherwise provided in connection with the assignment, upon the voluntary assignment by the sole member of the limited liability company of all of the limited liability company interests in the limited liability company to a single assignee. An assignment will be voluntary for purposes of this subsection (a) if it is consented to or approved by the member at the time of the assignment and is not effected by foreclosure or other similar legal process. (b) An assignee who has become a member has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a member under an operating agreement and the Kansas revised limited liability company act. Notwithstanding the foregoing, unless otherwise provided in an operating agreement, an assignee who becomes a member is liable for the obligations of the assignor to make contributions as provided in K.S.A. 17-76,100 , and amendments thereto, but shall not be liable for the obligations of the assignor under K.S.A. 17-76,104 through 17-76,110 , and amendments thereto. However, the assignee is not obligated for liabilities, including the obligations of the assignor to make contributions as provided in K.S.A. 17-76,100 , and amendments thereto, unknown to the assignee at the time the assignee became a member and which could not be ascertained from an operating agreement. (c) Whether or not an assignee of a limited liability company interest becomes a member, the assignor is not released from liability to a limited liability company under K.S.A. 17-7699 through 17-76,110 , and amendments thereto. L. 1999, ch. 119, § 53; L. 2014, ch. 40, § 39; L. 2019, ch. 47, § 31; July 1. Source or Prior Law: 17-7618.

K.S.A. 17-76,115 Powers of estate of deceased or incompetent member.

17-76,115. Powers of estate of deceased or incompetent member. If a member who is an individual dies or a court of competent jurisdiction adjudges the member to be incompetent to manage the member's person or property, the member's personal representative may exercise all of the member's rights for the purpose of settling the member's estate or administering the member's property, including any power under an operating agreement of an assignee to become a member. If a member is a corporation, trust or other entity and is dissolved or terminated, the powers of that member may be exercised by its personal representative. L. 1999, ch. 119, § 54; L. 2014, ch. 40, § 40; July 1.

K.S.A. 17-76,116 Dissolution.

17-76,116. Dissolution. (a) A limited liability company is dissolved and its affairs shall be wound up upon the first to occur of the following: (1) At the time specified in an operating agreement, but if no such time is set forth in the operating agreement, then the limited liability company shall have a perpetual existence; (2) upon the happening of events specified in an operating agreement; (3) (A) unless otherwise provided in an operating agreement, upon the vote, consent or approval of members who own ⅔ or more of the then-current percentage or other interest in the profits of the limited liability company owned by all of the members; or (B) unless otherwise provided in an operating agreement, a limited liability company whose original articles of organization were filed with the secretary of state and effective on or prior to June 30, 2019, shall not be governed by subparagraph (A) but shall be governed by this subparagraph. Unless otherwise provided in an operating agreement, upon the vote or consent of the members of the limited liability company or, if there is more than one class or group of members, then by each class or group of members, in either case, by members who own more than ⅔ of the then-current percentage or other interest in the profits of the limited liability company owned by all of the members or by the members in each class or group, as appropriate; (4) at any time there are no members, provided that, the limited liability company is not dissolved and is not required to be wound up if: (A) Unless otherwise provided in an operating agreement, within 90 days or such other period as is provided for in the operating agreement after the occurrence of the event that terminated the continued membership of the last remaining member, the personal representative of the last remaining member agrees to continue the limited liability company and to the admission of the personal representative of such member or its nominee or designee to the limited liability company as a member, effective as of the occurrence of the event that terminated the continued membership of the last remaining member, except that an operating agreement may provide that the personal representative of the last remaining member shall be obligated to agree to continue the limited liability company and to the admission of the personal representative of such member or its nominee or designee to the limited liability company as a member, effective as of the occurrence of the event that terminated the continued membership of the last remaining member; or (B) a member is admitted to the limited liability company in the manner provided for in the operating agreement, effective as of the occurrence of the event that terminated the continued membership of the last remaining member, within 90 days or such other period as is provided for in the operating agreement after the occurrence of the event that terminated the continued membership of the last remaining member, pursuant to a provision of the operating agreement that specifically provides for the admission of a member to the limited liability company after there is no longer a remaining member of the limited liability company; or (5) the entry of a decree of judicial dissolution under K.S.A. 17-76,117 , and amendments thereto. (b) Unless otherwise provided in an operating agreement, the death, retirement, resignation, expulsion, bankruptcy or dissolution of any member or the occurrence of an event that terminates the continued membership of any member shall not cause the limited liability company to be dissolved or its affairs to be wound up, and upon the occurrence of any such event, the limited liability company shall be continued without dissolution. L. 1999, ch. 119, § 55; L. 2014, ch. 40, § 41; L. 2019, ch. 47, § 32; July 1. Source or Prior Law: 17-7607, 17-7622, 17-7629.

K.S.A. 17-76,117 Involuntary dissolution.

17-76,117. Involuntary dissolution. (a) A limited liability company may be dissolved involuntarily by order of the district court for the county in which the registered office of the limited liability company is located in an action filed by the attorney general when it is established that the limited liability company: (1) Has procured its articles of organization through fraud; (2) has exceeded the authority conferred upon it by law; (3) has committed a violation of any provision of law whereby it has forfeited its articles of organization; (4) has carried on, conducted or transacted its business in a persistently fraudulent or illegal manner; or (5) by the abuse of its powers contrary to the public policy of the state, has become liable to be dissolved. (b) If the business of the limited liability company is suffering or is threatened with irreparable injury because the members of a limited liability company, or the managers of a limited liability company having more than one manager, are so deadlocked respecting the management of the affairs of the limited liability company that the requisite vote for action cannot be obtained and the members are unable to terminate such deadlock, then any member or members in the aggregate owning at least 25% of the outstanding interests in either capital or profits and losses in the limited liability company may file with the district court a petition stating that such member or members desire to dissolve the limited liability company and to dispose of the assets thereof in accordance with a plan to be agreed upon by the members or as determined by the district court in the absence of such agreement. Such petition shall have attached thereto a copy of a proposed plan of dissolution and distribution and a certificate stating that copies of such petition and plan have been transmitted in writing to all of the other members of the limited liability company at least 30 days before the filing of the petition and that the members having the requisite vote required to cause dissolution under the operating agreement have failed or refused to consent to such plan. Unless members who own more than ⅔ of the then current percentage or other interest in profits of the limited liability company owned by all members, or if there is more than one class or group of members, then by each class or group, or such other number of members having the requisite vote to cause dissolution as the operating agreement may provide, file with the district court within the time period for the answer date of the petition, an answer and a certificate stating that they have agreed on either the petitioner's plan, or a modification or alternative thereof, then the district court shall order that such limited liability company be dissolved, if the district court determines that such irreparable injury and deadlock exists. In any proceeding under this section, the court may appoint one or more trustees or receivers with all the powers and title of a trustee or receiver appointed under K.S.A. 17-6808 , and amendments thereto, to administer and wind up the limited liability company's affairs and may grant such other relief as the court deems equitable. L. 1999, ch. 119, § 56; L. 2014, ch. 40, § 42; July 1. CASE ANNOTATIONS 1. Owners of at least 25% interest of limited liability company may petition for dissolution of company, when. In re Metcalf Assocs.-2000, 42 Kan. App. 2d 412, 213 P.3d 751 (2009).

K.S.A. 17-76,118 Winding up.

17-76,118. Winding up. (a) (1) Unless otherwise provided in the operating agreement, a manager who has not wrongfully dissolved a limited liability company or, if none, the members or a person consented to or approved by the members, in either case, by members who own more than 50% of the then-current percentage or other interest in the profits of the limited liability company owned by all of the members, may wind up the limited liability company's affairs, but the district court upon cause shown, may wind up the limited liability company's affairs upon application of any member or manager, or the member's personal representative or assignee, and in connection therewith, may appoint a liquidating trustee. (2) Unless otherwise provided in the operating agreement, a limited liability company whose original articles of organization were filed with the secretary of state and effective on or prior to June 30, 2019, shall not be governed by paragraph (1) but shall be governed by this paragraph. Unless otherwise provided in the operating agreement, a manager who has not wrongfully dissolved a limited liability company or, if none, the members or a person consented to or approved by the members or, if there is more than one class or group of members, then by each class or group of members, in either case, by members who own more than 50% of the then-current percentage or other interest in the profits of the limited liability company owned by all of the members or by the members in each class or group, as appropriate, may wind up the limited liability company's affairs; but the district court upon cause shown, may wind up the limited liability company's affairs upon application of any member or manager, or the member's personal representative or assignee, and in connection therewith, may appoint a liquidating trustee. (b) Upon dissolution of a limited liability company and until the filing of a certificate of cancellation as provided in K.S.A. 17-7675 , and amendments thereto, the persons winding up the limited liability company's affairs may, in the name of, and for and on behalf of, the limited liability company, prosecute and defend suits, whether civil, criminal or administrative, gradually settle and close the limited liability company's business, dispose of and convey the limited liability company's property, discharge or make reasonable provision for the limited liability company's liabilities, and distribute to the members any remaining assets of the limited liability company, all without affecting the liability of members and managers and without imposing liability on a liquidating trustee. L. 1999, ch. 119, § 57; L. 2014, ch. 40, § 43; L. 2019, ch. 47, § 33; July 1. Source or Prior Law: 17-7624.

K.S.A. 17-76,119 Distribution of assets.

17-76,119. Distribution of assets. (a) Upon the winding up of a limited liability company, the assets shall be distributed as follows: (1) To creditors, including members and managers who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the limited liability company, whether by payment or the making of reasonable provision for payment thereof, other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to members and former members under K.S.A. 17-76,104 or 17-76,107 , and amendments thereto; (2) unless otherwise provided in an operating agreement, to members and former members in satisfaction of liabilities for distributions under K.S.A. 17-76,104 or 17-76,107 , and amendments thereto; (3) unless otherwise provided in an operating agreement, to members first for the return of their contributions and second respecting their limited liability company interests, in the proportions in which the members share in distributions. (b) A limited liability company which has dissolved shall: (1) Pay or make reasonable provision to pay all claims and obligations, including all contingent, conditional or unmatured contractual claims, known to the limited liability company; (2) make such provision as will be reasonably likely to be sufficient to provide compensation for any claim against the limited liability company which is the subject of a pending action, suit or proceeding to which the limited liability company is a party; and (3) make such provision as will be reasonably likely to be sufficient to provide compensation for claims that have not been made known to the limited liability company or that have not arisen but that, based on facts known to the limited liability company, are likely to arise or to become known to the limited liability company within 10 years after the date of dissolution. If there are sufficient assets, such claims and obligations shall be paid in full and any such provision for payment made shall be made in full. If there are insufficient assets, such claims and obligations shall be paid or provided for according to their priority and, among claims of equal priority, ratably to the extent of assets available therefor. Unless otherwise provided in the operating agreement, any remaining assets shall be distributed as provided in this act. Any liquidating trustee winding up a limited liability company's affairs who has complied with this section shall not be personally liable to the claimants of the dissolved limited liability company by reason of such person's actions in winding up the limited liability company. (c) A member who receives a distribution in violation of subsection (a) and who knew at the time of the distribution that the distribution violated subsection (a), shall be liable to the limited liability company for the amount of the distribution. For purposes of the immediately preceding sentence, the term "distribution" shall not include amounts constituting reasonable compensation for present or past services or reasonable payments made in the ordinary course of business pursuant to a bona fide retirement plan or other benefits program. A member who receives a distribution in violation of subsection (a) and who did not know at the time of the distribution that the distribution violated subsection (a), shall not be liable for the amount of the distribution. Subject to subsection (d), this subsection shall not affect any obligation or liability of a member under an agreement or other applicable law for the amount of a distribution. (d) Unless otherwise agreed, a member who receives a distribution from a limited liability company to which this section applies shall have no liability under this act or other applicable law for the amount of the distribution after the expiration of three years from the date of the distribution unless an action to recover the distribution from such member is commenced prior to the expiration of the three-year period and an adjudication of liability against such member is made in the action. (e) K.S.A. 17-76,110 , and amendments thereto, shall not apply to a distribution to which this section applies. L. 1999, ch. 119, § 58; L. 2014, ch. 40, § 44; July 1. Source or Prior Law: 17-7625.

K.S.A. 17-76,126 Maintenance of action or suit by foreign limited liability company not registered; effect of failure to register.

17-76,126. Maintenance of action or suit by foreign limited liability company not registered; effect of failure to register. (a) A foreign limited liability company doing business in the state of Kansas may not maintain any action, suit or proceeding in the state of Kansas until it has registered in this state and has paid to the state all fees and penalties for the years, or parts thereof, during which it did business in the state without having registered. (b) The failure of a foreign limited liability company to register in the state of Kansas does not: (1) Impair the validity of any contract or act of the foreign limited liability company; (2) impair the right of any other party to the contract to maintain any action, suit or proceeding on the contract; or (3) prevent the foreign limited liability company from defending any action, suit or proceeding in any court of the state of Kansas. (c) A member or a manager of a foreign limited liability company is not liable for the obligations of the foreign limited liability company solely by reason of the limited liability company's having done business in the state of Kansas without registration. L. 1999, ch. 119, § 65; L. 2014, ch. 40, § 51; July 1. Source or Prior Law: 17-7642.

K.S.A. 17-76,128 Execution; liability.

17-76,128. Execution; liability. K.S.A. 17-7909 (b), and amendments thereto, shall be applicable to foreign limited liability companies as if they were domestic limited liability companies. L. 1999, ch. 119, § 67; L. 2014, ch. 40, § 53; L. 2015, ch. 65, § 10; July 1.

K.S.A. 17-76,129 Service of process; venue.

17-76,129. Service of process; venue. Service of process in any action against any foreign limited liability company, whether or not that limited liability company is qualified to do business in this state, shall be made in the manner prescribed by K.S.A. 60-304 , and amendments thereto. Any person who has a cause of action against any foreign limited liability company, whether or not the limited liability company is qualified to do business in this state may file suit against the limited liability company in the district court of a county in which there is proper venue if the cause of action arose in Kansas out of the limited liability company's doing business in Kansas or while the limited liability company was doing business in Kansas. L. 1999, ch. 119, § 68; January 1, 2000. Source or Prior Law: 17-7644.

K.S.A. 17-76,130 Right to bring action by a member or an assignee.

17-76,130. Right to bring action by a member or an assignee. A member or an assignee of a limited liability company interest may bring an action in the district court in the right of a limited liability company to recover a judgment in its favor if managers or members with authority to do so have refused to bring the action or if an effort to cause those managers or members to bring the action is not likely to succeed. L. 1999, ch. 119, § 69; L. 2014, ch. 40, § 54; July 1. Law Review and Bar Journal References: "Fiduciary Duties in Business Entities," Edwin W. Hecker, Jr., 54 K.L.R. 975 (2006).

K.S.A. 17-76,131 Proper plaintiff in a derivative action.

17-76,131. Proper plaintiff in a derivative action. In a derivative action, the plaintiff must be a member or an assignee of a limited liability company interest at the time of bringing the action and: (a) At the time of the transaction of which the plaintiff complains; or (b) the plaintiff's status as a member or an assignee of a limited liability company interest had devolved upon the plaintiff by operation of law or pursuant to the terms of an operating agreement from a person who was a member or an assignee of a limited liability company interest at the time of the transaction. L. 1999, ch. 119, § 70; L. 2014, ch. 40, § 55; July 1. Law Review and Bar Journal References: "Fiduciary Duties in Business Entities," Edwin W. Hecker, Jr., 54 K.L.R. 975 (2006).

K.S.A. 17-76,132 Petition.

17-76,132. Petition. In a derivative action, the petition shall set forth with particularity the effort, if any, of the plaintiff to secure initiation of the action by a manager or member or the reasons for not making the effort. L. 1999, ch. 119, § 71; January 1, 2000.

K.S.A. 17-76,133 Expenses.

17-76,133. Expenses. If a derivative action is successful, in whole or in part, as a result of a judgment, compromise or settlement of any such action, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, from any recovery in any such action or from a limited liability company. L. 1999, ch. 119, § 72; L. 2014, ch. 40, § 56; July 1.

K.S.A. 17-76,134 Construction and application of act and operating agreement.

17-76,134. Construction and application of act and operating agreement. (a) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this act. (b) It is the policy of this act to give the maximum effect to the principle of freedom of contract and to the enforceability of operating agreements. (c) To the extent that, at law or in equity, a member or manager or other person has duties, including fiduciary duties, to a limited liability company or to another member or manager or to another person that is a party to or is otherwise bound by an operating agreement, the member's or manager's or other person's duties may be expanded or restricted or eliminated by provisions in the operating agreement, except that the operating agreement may not eliminate the implied contractual covenant of good faith and fair dealing. (d) Unless otherwise provided in an operating agreement, a member or manager or other person shall not be liable to a limited liability company or to another member or manager or to another person who is a party to or is otherwise bound by an operating agreement for breach of fiduciary duty for the member's or manager's or other person's good faith reliance on the provisions of the operating agreement. (e) An operating agreement may provide for the limitation or elimination of any and all liabilities for breach of contract and breach of duties, including fiduciary duties, of a member, manager or other person to a limited liability company or to another member or manager or to another person that is a party to or is otherwise bound by an operating agreement, except that an operating agreement may not limit or eliminate liability for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing. (f) Unless the context otherwise requires, as used herein, the singular shall include the plural and the plural may refer to only the singular. (g) K.S.A. 84-9-406 and 84-9-408 , and amendments thereto, do not apply to any interest in a limited liability company, including all rights, powers and interests arising under an operating agreement or this act. This provision prevails over K.S.A. 84-9-406 and 84-9-408 , and amendments thereto. (h) Action validly taken pursuant to one provision of this act shall not be deemed invalid solely because it is identical or similar in substance to an action that could have been taken pursuant to some other provision of this act but fails to satisfy one or more requirements prescribed by such other provision. (i) An operating agreement that provides for the application of Kansas law shall be governed by and construed under the laws of the state of Kansas in accordance with its terms. L. 1999, ch. 119, § 73; L. 2014, ch. 40, § 57; July 1. Law Review and Bar Journal References: "Fiduciary Duties in Business Entities," Edwin W. Hecker, Jr., 54 K.L.R. 975 (2006). CASE ANNOTATIONS 1. Provision concerning members of limited liability companies' duties and liabilities applies retroactively to companies formed before provision's effective date. Lynch Multimedia v. Carson Communications, L.L.C., 102 F. Supp. 2d 1261, 1265 (2000).

K.S.A. 17-76,135 Cases not provided for in this act.

17-76,135. Cases not provided for in this act. In any case not provided for in the Kansas revised limited liability company act, the rules of law and equity, including the rules of law and equity relating to fiduciary duties and the law merchant, shall govern. L. 1999, ch. 119, § 74; L. 2019, ch. 47, § 34; July 1.

K.S.A. 17-76,136 Fees for documents or services of secretary of state; rules and regulations.

17-76,136. Fees for documents or services of secretary of state; rules and regulations. (a) The secretary of state shall charge each domestic and foreign limited liability company the following fees: (1) A fee of $20 for issuing or filing and indexing any of the following documents: (A) A certificate of amendment of articles of organization; (B) restated articles of organization; (C) a certificate of cancellation, which shall be multiplied by the number of series of the limited liability company named in the certificate of cancellation; (D) a certificate of change of location of registered office or resident agent; (E) a certificate of merger or consolidation; (F) a certificate of division; and (G) any certificate, affidavit, agreement or any other paper provided for in the Kansas revised limited liability company act, for which no different fee is specifically prescribed; (2) a fee of $7.50 for each certified copy, regardless of whether the secretary of state supplies the copy; (3) a fee of $7.50 for each certificate of good standing, including a certificate of good standing for a series of a limited liability company, issued by the secretary of state; and (4) a fee of $20 for a copy of an instrument on file or prepared by the secretary of state's office, whether or not the copy is certified. (b) Every limited liability company hereafter formed in this state shall pay to the secretary of state, at the time of filing its articles of organization, an application and recording fee established by rules and regulations of the secretary of state, except that such fee shall not exceed $150. (c) At the time of filing its application to do business, every foreign limited liability company shall pay to the secretary of state an application and recording fee established by rules and regulations of the secretary of state, except that such fee shall not exceed $150. (d) The fee for filing a certificate of reinstatement shall be the same as that prescribed by K.S.A. 17-7506 , and amendments thereto, for filing a certificate of reinstatement of a corporation's articles of incorporation. L. 1999, ch. 119, § 75; L. 2014, ch. 40, § 58; L. 2019, ch. 47, § 35; L. 2019, ch. 47, § 36; L. 2021, ch. 61, § 22; L. 2023, ch. 66, § 51; L. 2024, ch. 45, § 12; L. 2025, ch. 95, § 15; July 1. Source or Prior Law: 17-7646.

K.S.A. 17-76,137 Reserved power of state to alter or repeal act.

17-76,137. Reserved power of state to alter or repeal act. All provisions of this act may be altered from time to time or repealed and all rights of members and managers are subject to this reservation. Unless expressly stated to the contrary in this act, all amendments of this act shall apply to limited liability companies and members and managers whether or not existing as such at the time of the enactment of any such amendment. L. 1999, ch. 119, § 76; L. 2014, ch. 40, § 59; July 1.

K.S.A. 17-76,138 Taxation of limited liability companies.

17-76,138. Taxation of limited liability companies. For purposes of any tax imposed by the state of Kansas or any instrumentality, agency or political subdivision of the state of Kansas, a domestic limited liability company or a foreign limited liability company qualified to do business in the state of Kansas shall be classified as a partnership unless classified otherwise for federal income tax purposes, in which case the domestic or foreign limited liability company shall be classified in the same manner as it is classified for federal income tax purposes. For purposes of any tax imposed by the state of Kansas or any instrumentality, agency or political subdivision of the state of Kansas, a member or an assignee of a member of a domestic limited liability company or a foreign limited liability company qualified to do business in the state of Kansas shall be treated as either a resident or nonresident partner unless classified otherwise for federal income tax purposes, in which case the member or assignee of a member shall have the same status as such member or assignee of a member has for federal income tax purposes. L. 1999, ch. 119, § 77; L. 2019, ch. 47, § 37; July 1.

K.S.A. 17-76,139 Limited liability company and series thereof; business entity information report; contents; report fee.

17-76,139. Limited liability company and series thereof; business entity information report; contents; report fee. (a) Every limited liability company organized and on and after July 1, 2020, each series thereof formed or in existence under the laws of this state shall make a written business entity information report to the secretary of state, stating the prescribed information concerning the limited liability company or series, as applicable, 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 limited liability company or series filed its formation documents. A limited liability company or series that filed formation documents in an even-numbered year shall file a report in each even-numbered year. A limited liability company or series that filed formation documents in an odd-numbered year shall file a report in each odd-numbered year. It is permissible to file at one time the biennial report information for more than one limited liability company or series, regardless of whether the formation documents were filed in an even-numbered or odd-numbered year, except that all the reports shall be filed in the first year a biennial report is due under this law and in odd-numbered years thereafter. The report shall be filed not later than April 15. (c) The report shall be made on a form prescribed by the secretary of state and shall contain the following information for each limited liability company or series: (1) The name of the limited liability company or series, as applicable; (2) a list of the members owning at least 5% of the capital of the limited liability company or series, as applicable, with the postal address of each; 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) (1) Every foreign limited liability company shall make a written business entity information report to the secretary of state, stating the prescribed information concerning the limited liability company on the day the report is filed with the secretary of state. (2) The report shall be filed biennially, as determined by the year that the foreign limited liability company filed its foreign limited liability company application. A foreign limited liability company that filed its application in an even-numbered year shall file a report in each even-numbered year. A foreign limited liability company that filed its application in an odd-numbered year shall file a report in each odd-numbered year. The report shall be filed not later than April 15. (3) The report shall be made on a form prescribed by the secretary of state and shall contain the name of the limited liability company. (e) The business entity information report required by this section shall be executed by one or more authorized persons, and filed with the secretary of state. The execution of such report by a person who is authorized by the Kansas revised limited liability company act to execute such report, upon filing such report with the secretary of state, constitutes an oath or affirmation, under penalties of perjury that, to the best of such person's knowledge and belief, the facts stated in such report are true. (f) At the time of filing the business entity information report, each limited liability company or series shall pay to the secretary of state a fee in an amount equal to $80, plus the amount specified in rules and regulations of the secretary. (g) The provisions of K.S.A. 17-7509 , and amendments thereto, relating to penalties for failure of a corporation to file business entity information report or pay the required fee, and the provisions of K.S.A. 17-7510 (a), and amendments thereto, relating to penalties for failure of a corporation to file business entity information report or pay the required fee, shall be applicable to the articles of organization of any domestic limited liability company, the certificate of designation of any series thereof, or to the authority of any foreign limited liability company that fails to file its business entity information report or pay the fee within 90 days of the time prescribed in this section for filing and paying the fee. Whenever the articles of organization of a domestic limited liability company, the certificate of designation of a series thereof, or the authority of any foreign limited liability company are forfeited or canceled for failure to file business entity information report or to pay the required fee, the domestic limited liability company or the authority of a foreign limited liability company may be reinstated by filing a certificate of reinstatement, pursuant to K.S.A. 17-76,146 , and amendments thereto, and the certificate of designation may be reinstated by filing a certificate of reinstatement, pursuant to K.S.A. 17-76,147 , and amendments thereto, and in each case, paying to the secretary of state all fees, including any penalties thereon, due to the state. L. 1999, ch. 119, § 78; L. 2000, ch. 172, § 4; L. 2002, ch. 185, § 44; L. 2004, ch. 171, § 29; L. 2005, ch. 157, § 20; L. 2007, ch. 81, § 10; L. 2014, ch. 40, § 60; L. 2016, ch. 110, § 128; L. 2019, ch. 47, § 38; L. 2021, ch. 61, § 23; L. 2023, ch. 66, § 52; L. 2024, ch. 45, § 13; July 1. Source or Prior Law: 17-7647, 17-7648, 17-7649, 17-7655. Law Review and Bar Journal References: "2002 Legislative Wrap-Up," Paul T. Davis, 71 J.K.B.A. No. 7, 15 (2002). "What is the Kansas Series LLC and Why Should You Care?" Evan Hathaway, 59 W.L.J. 519 (2020).

K.S.A. 17-76,140 Effective date.

17-76,140. Effective date. From and after July 1, 2014, this act shall be applicable to all limited liability companies formed in Kansas, whether formed before or after such date. L. 1999, ch. 119, § 79; L. 2014, ch. 40, § 61; July 1. Law Review and Bar Journal References: "The Kansas Revised Limited Liability Company Act," Edwin W. Hecker, Jr., 69 J.K.B.A. No. 10, 16 (2000). Attorney General's Opinions: Limited liability company is not precluded from holding a club or drinking establishment license. 2001-19.

K.S.A. 17-76,141 Severability clause.

17-76,141. Severability clause. If any provision of this act or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of the act which can be given effect without the invalid provision or application. To this end, the provisions of this act are severable. L. 1999, ch. 119, § 80; January 1, 2000.

K.S.A. 17-76,143 Series limited liability company.

17-76,143. Series limited liability company. (a) An operating agreement may establish or provide for the establishment of one or more designated series of members, managers, limited liability company interests or assets. If an operating agreement so provides for the establishment or formation of one or more series, then a series may be formed by complying with this section. Any such series may have separate rights, powers or duties with respect to specified property or obligations of the limited liability company or profits and losses associated with specified property or obligations, and to the extent provided in the operating agreement, any such series may have a separate business purpose or investment objective. A series is formed by the filing of a certificate of designation in the office of the secretary of state. Other than pursuant to K.S.A. 17-76,143a , and amendments thereto, a series may not merge, convert, or consolidate pursuant to any section of the Kansas revised limited liability company act, the business entity transactions act, K.S.A. 17-78-101 et seq., and amendments thereto, or any other statute of this state. (b) Notice of the limitation on liabilities of a series as referenced in subsection (c) shall be set forth in the articles of organization of the limited liability company. Notice in articles of organization of the limitation on liabilities of a series as referenced in subsection (c) shall be sufficient for all purposes of this subsection whether or not the limited liability company has formed any series when such notice is included in the articles of organization, and there shall be no requirement that any specific series of the limited liability company be referenced in such notice. The fact that articles of organization that contain the foregoing notice of the limitation on liabilities of a series is on file in the office of the secretary of state shall constitute notice of such limitation on liabilities of a series. (c) Notwithstanding anything to the contrary set forth in the Kansas revised limited liability company act or under other applicable law, in the event that an operating agreement establishes or provides for the establishment of one or more series, and if to the extent the records maintained for any series account for the assets associated with such series separately from the other assets of the limited liability company, or any other series thereof, and if the operating agreement so provides, and if notice of the limitation on liabilities of a series as referenced in this subsection is set forth in the articles of organization of the limited liability company and if the limited liability company has filed a certificate of designation for each series that is to have limited liability under this section, then the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to such series shall be enforceable against the assets of such series only, and not against the assets of the limited liability company generally or any other series thereof, and, unless otherwise provided in the operating agreement, none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the limited liability company generally or any other series thereof shall be enforceable against the assets of such series. Neither the preceding sentences nor any provision pursuant thereto in an operating agreement, articles of organization or certificate of designation shall: Restrict a series or limited liability company on behalf of a series from agreeing in the operating agreement or otherwise that any or all of the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to the limited liability company generally or any other series thereof shall be enforceable against the assets of such series; or restrict a limited liability company from agreeing in the operating agreement or otherwise that any or all of the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to a series shall be enforceable against the assets of the limited liability company generally. Assets associated with a series may be held directly or indirectly, including in the name of such series, in the name of the limited liability company, through a nominee or otherwise. Records maintained for a series that reasonably identify its assets, including by specific listing, category, type, quantity, computational, or allocational formula or procedure, including a percentage or share of any asset or assets, or by any other method where the identity of such assets is objectively determinable, will be deemed to account for the assets associated with such series separately from the other assets of the limited liability company, or any other series thereof. As used in the Kansas revised limited liability company act, a reference to assets of a series includes assets associated with such series, a reference to assets associated with a series includes assets of such series, a reference to members or managers of a series includes members or managers associated with such series, and a reference to members or managers associated with a series includes members or managers of such series. The following shall apply to a series: (1) A series may carry on any lawful business, purpose or activity, whether or not for profit, with the exception of the business of granting policies of insurance, assuming insurance risks, or banking as defined in K.S.A. 9-702 , and amendments thereto. Unless otherwise provided in an operating agreement, a series shall have the power and capacity to, in its own name, contract, hold title to assets, including real, personal, and intangible property, grant liens and security interests, sue and be sued and otherwise conduct business and exercise the power of a limited liability company under this article. The limited liability company and any of its series may elect to consolidate its operations as a single taxpayer to the extent required to file consolidated tax returns as permitted under applicable law and elect to be treated as a single business for the purposes of qualification or authorization to do business in this or any other state. Such elections shall not affect the limitation of liability set forth in this section except to the extent that the series have specifically accepted joint liability by contract. (2) Except as otherwise provided by the Kansas revised limited liability company act, no member or manager of a series shall be obligated personally for any debt, obligation or liability of such series, whether arising in contract, tort or otherwise, solely by reason of being a member or acting as manager of such series. Notwithstanding the preceding sentence, under an operating agreement or under another agreement, a member or manager may agree to be obligated personally for any or all of the debts, obligations and liabilities of one or more series. (3) An operating agreement may provide for classes or groups of members or managers associated with a series having such relative rights, powers and duties as the operating agreement may provide, and may make provision for the future creation in the manner provided in the operating agreement of additional classes or groups of members or managers associated with such series having such relative rights, powers and duties as may from time to time be established, including rights, powers and duties senior to existing classes and groups of members or managers associated with such series. An operating agreement may provide for the taking of an action, including the amendment of the operating agreement, without the vote, consent or approval of any member or manager or class or group of members or managers, including an action to create under the provisions of the operating agreement a class or group of a series of limited liability company interests that was not previously outstanding. An operating agreement may provide that any member or class or group of members associated with a series shall have no voting rights or ability to otherwise participate in the management or governance of such series, but any such member or class or group of members are owners of the series. (4) An operating agreement may grant to all or certain identified members or managers or a specified class or group of the members or managers associated with a series the right to vote separately or with all or any class or group of the members or managers associated with such series, on any matter. Voting by members or managers associated with a series may be on a per capita, number, financial interest, class, group or any other basis. (5) Unless otherwise provided in an operating agreement, the management of a series shall be vested in the members associated with such series in proportion to the then-current percentage or other interest of members in the profits of such series owned by all of the members associated with such series, the decision of members owning more than 50% of such percentage or other interest in the profits controlling, except that if an operating agreement provides for the management of a series, in whole or in part, by a manager or managers, the management of such series, to the extent so provided, shall be vested in the manager or managers who shall be chosen in the manner provided in the operating agreement. The manager of a series shall also hold the offices and have the responsibilities accorded to the manager as set forth in an operating agreement. A series may have more than one manager. Subject to K.S.A. 17-76,105 , and amendments thereto, a manager shall cease to be a manager with respect to a series as provided in an operating agreement. Except as otherwise provided in an operating agreement, any event under the Kansas revised limited liability company act or in an operating agreement that causes a manager to cease to be a manager with respect to a series shall not, in itself, cause such manager to cease to be a manager of the limited liability company or with respect to any other series thereof. (6) Notwithstanding K.S.A. 17-76,109 , and amendments thereto, but subject to subsections (c)(7) and (c)(10), and unless otherwise provided in an operating agreement, at the time a member of a series becomes entitled to receive a distribution with respect to such series, the member has the status of, and is entitled to all remedies available to, a creditor of such series, with respect to the distribution. An operating agreement may provide for the establishment of a record date with respect to allocations and distributions with respect to a series. (7) Notwithstanding K.S.A. 17-76,110 (a), and amendments thereto, a limited liability company may make a distribution with respect to a series. A limited liability company shall not make a distribution with respect to a series to a member to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of such series, other than liabilities to members on account of their limited liability company interests with respect to such series and liabilities for which the recourse of creditors is limited to specified property of such series, exceed the fair value of the assets associated with such series, except that the fair value of property of such series that is subject to a liability for which the recourse of creditors is limited shall be included in the assets associated with such series only to the extent that the fair value of that property exceeds that liability. For purposes of the immediately preceding sentence, the term "distribution" shall not include amounts constituting reasonable compensation for present or past services or reasonable payments made in the ordinary course of business pursuant to a bona fide retirement plan or other benefits program. A member who receives a distribution in violation of this subsection, and who knew at the time of the distribution that the distribution violated this subsection, shall be liable to the series for the amount of the distribution. A member who receives a distribution in violation of this subsection, and who did not know at the time of the distribution that the distribution violated this subsection, shall not be liable for the amount of the distribution. Subject to K.S.A. 17-76,110 (c), and amendments thereto, which shall apply to any distribution made with respect to a series under this subsection, this subsection shall not affect any obligation or liability of a member under an agreement or other applicable law for the amount of a distribution. (8) Unless otherwise provided in the operating agreement, a member shall cease to be associated with a series and to have the power to exercise any rights or powers of a member with respect to such series upon the assignment of all of the member's limited liability company interest with respect to such series. Except as otherwise provided in an operating agreement, any event under the Kansas revised limited liability company act or an operating agreement that causes a member to cease to be associated with a series shall not, in itself, cause such member to cease to be associated with any other series or terminate the continued membership of a member in the limited liability company or cause the dissolution of the series, regardless of whether such member was the last remaining member associated with such series. (9) Subject to K.S.A. 17-76,116 , and amendments thereto, except to the extent otherwise provided in the operating agreement, a series may be dissolved and its affairs wound up without causing the dissolution of the limited liability company. The dissolution of a series shall not affect the limitation on liabilities of such series provided by this subsection. A series is dissolved and its affairs shall be wound up upon the dissolution of the limited liability company under K.S.A. 17-76,116 , and amendments thereto, or otherwise upon the first to occur of the following: (A) At the time specified in the operating agreement; (B) upon the happening of events specified in the operating agreement; (C) unless otherwise provided in the operating agreement, upon the vote, consent or approval of members associated with such series who own 2 / 3 or more of the then-current percentage or other interest in the profits of such series of the limited liability company owned by all of the members associated with such series; or (D) the dissolution of such series under subsection (c)(11). (10) Notwithstanding K.S.A. 17-76,118 (a), and amendments thereto, unless otherwise provided in the operating agreement, a manager associated with a series who has not wrongfully dissolved such series or, if none, the members associated with such series or a person consented to or approved by the members associated with such series, in either case, by members who own more than 50% of the then-current percentage or other interest in the profits of such series owned by all of the members associated with such series, may wind up the affairs of such series, but the district court, upon cause shown, may wind up the affairs of a series upon application of any member or manager associated with such series, or the member's personal representative or assignee, and in connection therewith, may appoint a liquidating trustee. The persons winding up the affairs of a series may, in the name of the limited liability company and for and on behalf of the limited liability company and such series, take all actions with respect to such series as are permitted under K.S.A. 17-76,118 (b), and amendments thereto. The persons winding up the affairs of a series shall provide for the claims and obligations of such series and distribute the assets of such series as provided in K.S.A. 17-76,119 , and amendments thereto, which section shall apply to the winding up and distribution of assets of a series. Actions taken in accordance with this subsection shall not affect the liability of members and shall not impose liability on a liquidating trustee. (11) On application by or for a member or manager associated with a series, the district court may decree dissolution of such series whenever it is not reasonably practicable to carry on the business of such series in conformity with an operating agreement. (12) For all purposes of the laws of the state of Kansas, a series is an association, regardless of the number of members or managers, if any, of such series. (d) In order to form a series of a limited liability company, a certificate of designation must be filed in accordance with this subsection. (1) (A) A certificate of designation shall set forth: (i) The name of the limited liability company; and (ii) the name of the series. (B) A certificate of designation may include any other matter that the members of such series determine to include therein. (C) A certificate of designation properly filed with the secretary of state prior to July 1, 2020, shall be deemed to comply with the requirements of this paragraph. (2) A certificate of designation shall be executed in accordance with K.S.A. 17-7908 (b), and amendments thereto, and shall be filed in the office of the secretary of state in accordance with K.S.A. 17-7910 , and amendments thereto. A certificate of designation is not an amendment to the articles of organization of the limited liability company. (3) A certificate of designation may be amended by filing a certificate of amendment thereto in the office of the secretary of state. (A) The certificate of amendment of certificate of designation shall set forth: (i) The name of the limited liability company; (ii) the name of the series; and (iii) the amendment to the certificate of designation. (B) A certificate of designation properly filed with the secretary of state prior to July 1, 2020, that changed a previously filed certificate of designation shall be deemed to be a certificate of amendment thereto for purposes of this paragraph. (4) A manager of a series or, if there is no manager, then any member of a series who becomes aware that any statement in a certificate of designation filed with respect to such series was false when made, or that any matter described therein has changed making the certificate of designation false in any material respect or noncompliant with subsection (e)(1), shall promptly amend the certificate of designation. (5) A certificate of designation may be amended at any time for any other proper purpose. (6) Unless otherwise provided in the Kansas revised limited liability company act or unless a later effective date or time, which shall be a date or time certain, is provided for in the certificate of amendment of certificate of designation, a certificate of amendment of certificate of designation shall be effective at the time of its filing with the secretary of state. (7) A certificate of designation shall be canceled upon the cancellation of the articles of organization of the limited liability company named in the certificate of designation, or upon the filing of a certificate of cancellation of the certificate of designation, or upon the future effective date or time of a certificate of cancellation of the certificate of designation, or as provided in K.S.A. 17-76,139 (g), and amendments thereto, or upon the filing of a certificate of merger or consolidation of a series if the series is not the surviving or resulting series in a merger or consolidation or upon the future effective date or time of a certificate of merger or consolidation of a series if the series is not the surviving or resulting series in a merger or consolidation. A certificate of cancellation of the certificate of designation may be filed at any time, and shall be filed, in the office of the secretary of state to accomplish the cancellation of a certificate of designation upon the dissolution of a series for which a certificate of designation was filed and completion of the winding up of such series. (A) A certificate of cancellation of the certificate of designation shall set forth: (i) The name of the limited liability company; (ii) the name of the series; (iii) the future effective date or time, which shall be a date or time certain, of cancellation if it is not to be effective upon the filing of the certificate of cancellation; and (iv) any other information the person filing the certificate of cancellation of the certificate of designation determines. (B) A certificate of designation properly filed with the secretary of state prior to July 1, 2020, that dissolved a series shall be deemed to be a certificate of cancellation thereto for purposes of this paragraph. (8) A certificate of cancellation of the certificate of designation that is filed in the office of the secretary of state prior to the dissolution or the completion of winding up of a series may be corrected as an erroneously executed certificate of cancellation of the certificate of designation by filing with the office of the secretary of state a certificate of correction of such certificate of cancellation of the certificate of designation in accordance with K.S.A. 17-7912 , and amendments thereto. (9) The secretary of state shall not issue a certificate of good standing with respect to a series if the certificate of designation is canceled or the limited liability company has ceased to be in good standing. (e) The name of each series as set forth in its certificate of designation: (1) Shall include the name of the limited liability company, including any word, abbreviation or designation required by K.S.A. 17-7920 , and amendments thereto; (2) may contain the name of a member or manager; (3) must comply with the requirements of K.S.A. 17-7918 , and amendments thereto, to the same extent as a covered entity; and (4) may contain any word permitted by K.S.A. 17-7920 , and amendments thereto, and may not contain any word prohibited to be included in the name of a limited liability company under Kansas law. (f) If a foreign limited liability company that is registered to do business in this state in accordance with K.S.A. 17-7931 , and amendments thereto, is governed by an operating agreement that establishes or provides for the establishment of a series of members, managers, limited liability company interests or assets having separate rights, powers or duties with respect to specified property or obligations of the foreign limited liability company or profits and losses associated with specified property or obligations, that fact shall be so stated on the application for registration as a foreign limited liability company. In addition, the foreign limited liability company shall state on such application whether the debts, liabilities and obligations incurred, contracted for or otherwise existing with respect to a particular series, if any, are enforceable against the assets of such series only, and not against the assets of the foreign limited liability company generally or any other series thereof, and whether any of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the foreign limited liability company generally or any other series thereof shall be enforceable against the assets of such series. (g) (1) If an operating agreement provides the manner in which a dissolution of a series may be revoked, it may be revoked in such manner and, unless the limited liability company has dissolved and such dissolution has not been revoked or the operating agreement prohibits revocation of dissolution of a series, then notwithstanding the occurrence of an event set forth in subsection (c)(9)(A) through (C), the series shall not be dissolved and the series' affairs shall not be wound up if, prior to the filing of a certificate of cancellation of the certificate of designation in the office of the secretary of state, the series is continued, effective as of the occurrence of such event: (A) In the case of dissolution effected by the vote or consent of the members associated with the series, or other persons whose approval is required for such dissolution pursuant to the operating agreement pursuant to such vote or consent, and the approval of any members associated with the series or other persons whose approval is required under the operating agreement to revoke a dissolution contemplated by this paragraph; and (B) in the case of dissolution under subsection (c)(9)(A) or (B), other than a dissolution effected by the vote or consent of the members associated with the series, or other persons whose approval is required for such dissolution pursuant to the operating agreement, pursuant to such vote or consent that, pursuant to the terms of the operating agreement, is required to amend the provision of the operating agreement effecting such dissolution, and the approval of any members associated with the series or other persons whose approval is required under the operating agreement to revoke a dissolution contemplated by this paragraph. (2) If a series is dissolved by the dissolution of the limited liability company, unless a certificate of cancellation of the certificate of designation with respect to such series has been filed in the office of the secretary of state or the operating agreement prohibits revocation of dissolution of the series, the dissolution of the series shall be automatically revoked upon any revocation of dissolution of the limited liability company in accordance with K.S.A. 17-76,145 , and amendments thereto. (3) The provisions of this subsection shall not be construed to limit the accomplishment of a revocation of dissolution of a series by other means permitted by law. (h) An operating agreement may impose restrictions, duties and obligations on members of the limited liability company or any series thereof as a manner of internal governance, including, without limitation, those with regard to: (1) Choice of law, forum selection or consent to personal jurisdiction; (2) capital contributions; (3) restrictions on, or terms and conditions of, the transfer of membership interests; (4) restrictive covenants, including noncompetition, nonsolicitation and confidentiality provisions; (5) fiduciary duties; and (6) restrictions, duties or obligations to or for the benefit of the limited liability company, other series thereof or their affiliates. (i) The wrongful transfer of property from a series to another series or the limited liability company as a whole with intent to hinder, delay or defraud creditors of their just and lawful debts or damages, or to defraud, shall be subject to K.S.A. 33-102 , and amendments thereto. L. 2012, ch. 50, § 1; L. 2014, ch. 40, § 62; L. 2015, ch. 65, § 11; L. 2019, ch. 47, § 39; L. 2025, ch. 95, § 16; July 1. Law Review and Bar Journal References: "What is the Kansas Series LLC and Why Should You Care?" Evan Hathaway, 59 W.L.J. 519 (2020).

K.S.A. 17-76,143a Merger or consolidation of one or more series.

17-76,143a. Merger or consolidation of one or more series. (a) Pursuant to an agreement of merger or consolidation, one or more series may merge or consolidate with or into one or more other series of the same limited liability company with such series as the agreement shall provide being the surviving or resulting series. Unless otherwise provided in the operating agreement, an agreement of merger or consolidation shall be consented to or approved by each series that is to merge or consolidate by members of such series who own more than 50% of the then-current percentage or other interest in the profits of such series owned by all of the members of such series. In connection with a merger or consolidation hereunder, rights or securities of, or interests in, a series that is a constituent party to the merger or consolidation may be exchanged for or converted into cash, property, rights, or securities of, or interests in, the surviving or resulting series or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, rights, or securities of, or interests in, an entity as defined in K.S.A. 17-78-102 , and amendments thereto, that is not the surviving or resulting series in the merger or consolidation, may remain outstanding or may be canceled. Notwithstanding prior consent or approval, an agreement of merger or consolidation may be terminated or amended pursuant to a provision for such termination or amendment contained in the agreement of merger or consolidation. (b) If a series is merging or consolidating under this section, the series surviving or resulting in or from the merger or consolidation shall file a certificate of merger or consolidation of series executed by one or more authorized persons on behalf of the series when it is the surviving or resulting series in the office of the secretary of state. The certificate of merger or consolidation of series shall state: (1) The name of each series that is to merge or consolidate and the name of the limited liability company that formed such series; (2) that an agreement of merger or consolidation has been consented to or approved and executed by or on behalf of each series that is to merge or consolidate; (3) the name of the surviving or resulting series; (4) such amendments, if any, to the certificate of designation of the surviving series, as are desired to be effected by the merger, and such amendments may amend and restate the certificate of designation of the surviving series in its entirety; (5) the future effective date or time, which shall be a date or time certain, of the merger or consolidation if it is not to be effective upon the filing of the certificate of merger or consolidation; (6) that the agreement of merger or consolidation is on file at a place of business of the surviving or resulting series or the limited liability company that formed such series and shall state the address thereof; and (7) that a copy of the agreement of merger or consolidation will be furnished by the surviving or resulting series, upon request and without cost, to any member of any series that is to merge or consolidate. (c) Unless a future effective date or time is provided in a certificate of merger or consolidation, a merger or consolidation of series pursuant to this section shall be effective upon the filing of a certificate of merger or consolidation of series in the office of the secretary of state. (d) A certificate of merger or consolidation of series shall act as a certificate of cancellation of the certificate of designation of the series that is not the surviving or resulting series in the merger or consolidation. A certificate of merger or consolidation of series that sets forth any amendment in accordance with subsection (b)(4) shall be deemed to be an amendment to the certificate of designation of the surviving series, and no further action shall be required to amend the certificate of designation of the surviving series under K.S.A. 17-76,143 , and amendments thereto, with respect to such amendments set forth in such certificate of merger or consolidation of series. Whenever this section requires the filing of a certificate of merger or consolidation of series, such requirement shall be deemed satisfied by the filing of an agreement of merger or consolidation containing the information required by this section to be set forth in such certificate of merger or consolidation. (e) An agreement of merger or consolidation consented to or approved in accordance with subsection (a) may effect any amendment to the operating agreement relating solely to the series that are constituent parties to the merger or consolidation. Any amendment to an operating agreement relating solely to the series that are constituent parties to the merger or consolidation made pursuant to the foregoing sentence shall be effective at the effective time or date of the merger or consolidation and shall be effective notwithstanding any provision of the operating agreement relating to amendment of the operating agreement, other than a provision that by its terms applies to an amendment to the operating agreement in connection with a merger or consolidation. The provisions of this subsection shall not be construed to limit the accomplishment of a merger or of any of the matters referred to herein by any other means provided for in an operating agreement or other agreement or as otherwise permitted by law, including that the operating agreement relating to any constituent series to the merger or consolidation, including a series formed for the purpose of consummating a merger or consolidation, shall be the operating agreement of the surviving or resulting series. (f) (1) (A) When any merger or consolidation shall have become effective under this section, for all purposes of the laws of the state of Kansas, all of the rights, privileges and powers of each of the series that have merged or consolidated, and all property, real, personal and mixed, and all debts due to any of such series, as well as all other things and causes of action belonging to each of such series, shall be vested in the surviving or resulting series, and shall thereafter be the property of the surviving or resulting series as they were of each of the series that have merged or consolidated, and the title to any real property vested by deed or otherwise, under the laws of the state of Kansas, in any of such series, shall not revert or be in any way impaired by reason of the Kansas revised limited liability company act. (B) All rights of creditors and all liens upon any property of any of the series that have merged or consolidated shall be preserved unimpaired, and all debts, liabilities and duties of each of such series that have merged or consolidated shall thereafter attach to the surviving or resulting series, and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it. (2) Unless otherwise agreed, a merger or consolidation of a series that is not the surviving or resulting series in the merger or consolidation, shall not require such series to wind up its affairs under K.S.A. 17-76,143 , and amendments thereto, or pay its liabilities and distribute its assets under K.S.A. 17-76,143 , and amendments thereto, and the merger or consolidation shall not constitute a dissolution of such series. (g) An operating agreement may provide that a series of such limited liability company shall not have the power to merge or consolidate as set forth in this section. L. 2019, ch. 47, § 3; L. 2025, ch. 95, § 17; July 1.

K.S.A. 17-76,144 Certification of cancellation; court appointments; powers of trustees or receivers.

17-76,144. Certification of cancellation; court appointments; powers of trustees or receivers. When the articles of organization of any limited liability company formed under this act shall be canceled by the filing of a certificate of cancellation pursuant to K.S.A. 17-7675 , and amendments thereto, the district court, on application of any creditor, member or manager of the limited liability company, or any other person who shows good cause therefor, at any time, may either appoint one or more of the managers of the limited liability company to be trustees, or appoint one or more persons to be receivers, of and for the limited liability company, to take charge of the limited liability company's property, and to collect the debts and property due and belonging to the limited liability company, with the power to prosecute and defend, in the name of the limited liability company, or otherwise, all such suits as may be necessary or proper for the purposes aforesaid, and to appoint an agent or agents under them, and to do all other acts which might be done by the limited liability company, if in being, that may be necessary for the final settlement of the unfinished business of the limited liability company. The powers of the trustees or receivers may be continued as long as the district court shall think necessary for the purposes aforesaid. L. 2014, ch. 40, § 63; July 1.

K.S.A. 17-76,145 Procedure preventing dissolution or winding up; exception.

17-76,145. Procedure preventing dissolution or winding up; exception. (a) If an operating agreement provides the manner in which a dissolution may be revoked, it may be revoked in that manner and, unless an operating agreement prohibits revocation of dissolution, then notwithstanding the occurrence of an event set forth in K.S.A. 17-76,116 (a)(1) through (a)(4), and amendments thereto, the limited liability company shall not be dissolved and its affairs shall not be wound up if, prior to the filing of a certificate of cancellation with the secretary of state, the limited liability company is continued, effective as of the occurrence of such event: (1) In the case of dissolution effected by the vote, consent or approval of the members, or other persons whose vote, consent or approval is required for such dissolution pursuant to the operating agreement, pursuant to such vote, consent or approval, and the vote, consent or approval of any members or other persons whose vote, consent or approval is required under the operating agreement to revoke a dissolution contemplated by this paragraph; (2) in the case of dissolution under K.S.A. 17-76,116 (a)(1) or (2), and amendments thereto, other than a dissolution effected by the vote, consent or approval of the members, or other persons whose vote, consent or approval is required for such dissolution pursuant to the operating agreement, or the occurrence of an event that causes the last remaining member to cease to be a member, pursuant to such vote, consent or approval that, pursuant to the terms of the operating agreement, is required to amend the provision of the operating agreement effecting such dissolution, and the vote, consent or approval of any members or other persons whose vote, consent or approval is required under the operating agreement to revoke a dissolution contemplated by this paragraph; and (3) in the case of dissolution effected by the occurrence of an event that causes the last remaining member to cease to be a member, pursuant to the vote, consent or approval of the personal representative of the last remaining member of the limited liability company or the assignee of all of the limited liability company interests in the limited liability company, and the vote, consent, or approval of any other person whose vote, consent or approval is required under the operating agreement to revoke a dissolution contemplated by this paragraph. (b) If there is no remaining member of the limited liability company and the personal representative of the last remaining member or the assignee of all of the limited liability company interests in the limited liability company votes in favor of, consents to or approves the continuation of the limited liability company, such personal representative or such assignee, as applicable, shall be required to agree to the admission of a nominee or designee as a member, effective as of the occurrence of the event that terminated the continued membership of the last remaining member. (c) The provisions of this section shall not be construed to limit the accomplishment of a revocation of dissolution by other means permitted by law. L. 2014, ch. 40, § 64; L. 2019, ch. 47, § 40; L. 2025, ch. 95, § 18; July 1.

K.S.A. 17-76,146 Reinstatement of canceled or forfeited articles of organization or authority to do business.

17-76,146. Reinstatement of canceled or forfeited articles of organization or authority to do business. (a) A domestic limited liability company whose articles of organization or a foreign limited liability company whose authority to do business has been canceled or forfeited pursuant to K.S.A. 17-7926 (b), 17-7929 (b) or 17-7934 (f), and amendments thereto, or whose articles of organization or authority to do business has been forfeited pursuant to K.S.A. 17-76,139 (g), and amendments thereto, may be reinstated by filing with the secretary of state a certificate of reinstatement of limited liability company accompanied by the payment of the fee required by K.S.A. 17-76,136 (d), and amendments thereto, and payment of the business entity information report fees due under K.S.A. 17-76,139 (c), and amendments thereto, for all past due reports for the immediately preceding 10 years, and payment to the secretary of state an amount equal to all fees and any penalties due. The certificate of reinstatement of limited liability company shall set forth: (1) The name of the limited liability company at the time its articles of organization or authority to do business was canceled or forfeited and, if such name is not available at the time of reinstatement, the name under which the limited liability company is to be reinstated; (2) the address of the limited liability company's registered office in the state of Kansas and the name and address of the limited liability company's resident agent in the state of Kansas; (3) a statement that the certificate of reinstatement of limited liability company is filed by one or more persons authorized to execute and file such certificate of reinstatement to reinstate the limited liability company; and (4) any other matters the persons executing the certificate of reinstatement of limited liability company determine to include therein. (b) The certificate of reinstatement of limited liability company shall be deemed to be an amendment to the articles of organization or application for registration of the limited liability company, and the limited liability company shall not be required to take any further action to amend its articles of organization or application for registration under K.S.A. 17-7674 or 17-7935 , and amendments thereto, with respect to the matters set forth in such certificate of reinstatement. (c) Upon the filing of a certificate of reinstatement of limited liability company, a limited liability company, each series thereof whose certificate of designation has been canceled as a result of the cancellation of the articles of organization of the limited liability company pursuant to K.S.A. 17-7926 (b), 17-7929 (b) or 17-7934 (c), and amendments thereto, and each series thereof that has not been terminated and wound up, shall be reinstated with the same force and effect as if the articles of organization or authority to do business of the limited liability company had not been canceled or forfeited pursuant to K.S.A. 17-76,139 (g), 17-7926 (b), 17-7929 (b) or 17-7934 (f), and amendments thereto. Such reinstatement shall validate all contracts, acts, matters and things made, done and performed by the limited liability company, any series thereof or by the members, managers, employees and agents of the limited liability company during the time when the articles of organization or authority to do business was canceled or forfeited pursuant to K.S.A. 17-76,139 (g), 17-7926 (b), 17-7929 (b) or 17-7934 (f), and amendments thereto, with the same force and effect and to all intents and purposes as if the articles of organization or authority to do business of the limited liability company had remained in full force and effect. All real and personal property, and all rights and interests, that belonged to the limited liability company or any series thereof at the time the articles of organization or authority to do business of the limited liability company was canceled or forfeited pursuant to K.S.A. 17-76,139 (g), 17-7926 (b), 17-7929 (b) or 17-7934 (f), and amendments thereto, or that were acquired by the limited liability company following the cancellation or forfeiture of its articles of organization or authority to do business pursuant to K.S.A. 17-76,139 (g), 17-7926 (b), 17-7929 (b) or 17-7934 (f), and amendments thereto, and that were not disposed of prior to the time of the limited liability company reinstatement, shall be vested in the limited liability company or the applicable series after the reinstatement as fully as they were held by the limited liability company or the applicable series at, and after, as the case may be, the time that the articles of organization or authority to do business of the limited liability company was canceled or forfeited pursuant to K.S.A. 17-76,139 (g), 17-7926 (b), 17-7929 (b) or 17-7934 (f), and amendments thereto. After the reinstatement of the limited liability company, the limited liability company and any series thereof shall be as exclusively liable for all contracts, acts, matters and things made, done or performed in the name of and on behalf of the limited liability company or such series by the members, managers, employees and agents prior to the reinstatement as if the articles of organization or authority to do business of the limited liability company had at all times remained in full force and effect. L. 2014, ch. 40, § 65; L. 2015, ch. 65, § 12; L. 2019, ch. 47, § 41; L. 2021, ch. 61, § 24; L. 2025, ch. 95, § 19; July 1.

K.S.A. 17-76,147 Reinstatement of a series.

17-76,147. Reinstatement of a series. (a) A series whose certificate of designation has been canceled pursuant to K.S.A. 17-76,139 , and amendments thereto, may be reinstated by filing in the office of the secretary of state a certificate of reinstatement accompanied by the payment of the fee required by K.S.A. 17-76,136 (d), and amendments thereto, and payment of the business entity information report fee due under K.S.A. 17-76,139 , and amendments thereto, for all past due reports for the immediately preceding 10 years, and payment to the secretary of state an amount equal to all fees and any penalties due. The certificate of reinstatement shall set forth: (1) The name of the limited liability company at the time the certificate of designation was canceled and, if such name has changed, the name of the limited liability company at the time of reinstatement of the series; (2) the name of the series at the time the certificate of designation was canceled and, if such name is not available at the time of reinstatement, the name under which the series is to be reinstated; (3) a statement that the certificate of reinstatement is filed by one or more persons authorized to execute and file the certificate of reinstatement to reinstate the series; and (4) any other matters the persons executing the certificate of reinstatement determine to include therein. (b) The certificate of reinstatement shall be deemed to be an amendment to the certificate of designation, and no further actions shall be required to amend its certificate of designation under K.S.A. 17-76,143 (d)(3), and amendments thereto, with respect to the matters set forth in the certificate of reinstatement. (c) Upon the filing of a certificate of reinstatement, a series shall be reinstated with the same force and effect as if its certificate of designation had not been canceled pursuant to K.S.A. 17-76,139 , and amendments thereto. Such reinstatement shall validate all contracts, acts, matters and things made, done and performed by the series, its members, managers, employees and agents during the time when its certificate of designation was canceled pursuant to K.S.A. 17-76,139 , and amendments thereto, with the same force and effect and to all intents and purposes as if the certificate of designation had remained in full force and effect. All real and personal property, and all rights and interests, that belonged to the series at the time its certificate of designation was canceled pursuant to K.S.A. 17-76,139 , and amendments thereto, or were acquired by the series following the cancellation of its certificate of designation pursuant to K.S.A. 17-76,139 , and amendments thereto, and were not disposed of prior to the time of its reinstatement, shall be vested in the series after its reinstatement as fully as they were held by the series at, and after, as the case may be, the time its certificate of designation was canceled pursuant to K.S.A. 17-76,139 , and amendments thereto. After its reinstatement, the series shall be as exclusively liable for all contracts, acts, matters and things made, done or performed in its name and on its behalf by its members, managers, employees and agents prior to its reinstatement as if its certificate of designation had at all times remained in full force and effect. L. 2019, ch. 47, § 4; L. 2021, ch. 61, § 25; January 1, 2023.

K.S.A. 17-76,148 Applicable law; how formed.

17-76,148. Applicable law; how formed. K.S.A. 17-76,148 through 17-76,155 , and amendments thereto, apply to all statutory public benefit limited liability companies, as defined in K.S.A. 17-76,149 , and amendments thereto. If a limited liability company is formed as or elects to become a statutory public benefit limited liability company in the manner prescribed in this section, such limited liability company shall be subject in all respects to the provisions of the Kansas revised limited liability company act, except to the extent that K.S.A. 17-76,148 through 17-76,155 , and amendments thereto, impose additional or different requirements, such additional or different requirements shall apply, and notwithstanding K.S.A. 17-76,134 , and amendments thereto, or any other provision of the Kansas revised limited liability company act, such additional or different requirements imposed by K.S.A. 17-76,148 through 17-76,155 , and amendments thereto, may not be altered in the operating agreement. If a limited liability company is not formed as a statutory public benefit limited liability company, such limited liability company may become a statutory public benefit limited liability company in the manner specified in its operating agreement or by amending its operating agreement and articles of organization to comply with the requirements of K.S.A. 17-76,148 through 17-76,155 , and amendments thereto. L. 2019, ch. 47, § 5; L. 2025, ch. 95, § 20; July 1.

K.S.A. 17-76,149 Definitions; contents of articles of organization and operating agreement.

17-76,149. Definitions; contents of articles of organization and operating agreement. (a) A "statutory public benefit limited liability company" is a for-profit limited liability company formed under and subject to the requirements of the Kansas revised limited liability company act that is intended to produce a public benefit or public benefits and to operate in a responsible and sustainable manner. To that end, a statutory public benefit limited liability company shall be managed in a manner that balances the members' pecuniary interests, the best interests of those materially affected by the limited liability company's conduct and the public benefit or public benefits set forth in its operating agreement and in its articles of organization. A statutory public benefit limited liability company shall state in its operating agreement and in the heading of its articles of organization that it is a statutory public benefit limited liability company and shall set forth in its operating agreement and articles of organization one or more specific public benefits to be promoted by the limited liability company. In the event of any inconsistency between the public benefit or benefits to be promoted by the limited liability company as set forth in its operating agreement and in its articles of organization, the operating agreement shall control as among the members, the managers and other persons who are party to or otherwise bound by the operating agreement. A manager of a statutory public benefit limited liability company or, if there is no manager, then any member of a statutory public benefit limited liability company who becomes aware that the specific public benefit or benefits to be promoted by the limited liability company as set forth in its operating agreement are inaccurately set forth in its articles of organization, shall promptly amend the articles of organization. Any provision in the operating agreement or articles of organization of a statutory public benefit limited liability company that is inconsistent with K.S.A. 17-76,148 through 17-76,155 , and amendments thereto, shall not be effective to the extent of such inconsistency. (b) "Public benefit" means a positive effect, or reduction of negative effects, on one or more categories of persons, entities, communities or interests, other than members in their capacities as members, including, but not limited to, effects of an artistic, charitable, cultural, economic, educational, environmental, literary, medical, religious, scientific or technological nature. "Public benefit provisions" means the provisions of the articles of organization, an operating agreement, or both, in either case as contemplated by K.S.A. 17-76,148 through 17-76,155 , and amendments thereto. (c) If the name of a statutory public benefit limited liability company does not contain the term "statutory public benefit limited liability company," or the abbreviation "S.P.B.L.L.C.," or the designation "SPBLLC," or words or abbreviations of like import in other languages if they are written in Roman characters or letters, the statutory public benefit limited liability company shall, prior to issuing any limited liability company interest, provide notice to any person to whom such limited liability company interest is issued that it is a statutory public benefit limited liability company. Such notice need not be provided if the issuance is pursuant to an offering registered under the securities act of 1933, 15 U.S.C. § 77r et seq., or if, at the time of issuance, the statutory public benefit limited liability company has a class of securities that is registered under the securities exchange act of 1934, 15 U.S.C. § 78a et seq. L. 2019, ch. 47, § 6; L. 2025, ch. 95, § 21; July 1.

K.S.A. 17-76,151 Duties of members or managers.

17-76,151. Duties of members or managers. (a) The members, managers or other persons with authority to manage or direct the business and affairs of a statutory public benefit limited liability company shall manage or direct the business and affairs of the statutory public benefit limited liability company in a manner that balances the pecuniary interests of the members, the best interests of those materially affected by the limited liability company's conduct, and the specific public benefit or public benefits set forth in its operating agreement and articles of organization. Unless otherwise provided in an operating agreement, a member, manager or other person with authority to manage or direct the business and affairs of the statutory public benefit limited liability company shall not have any liability for monetary damages for the failure to manage or direct the business and affairs of the statutory public benefit limited liability company as provided in this subsection. (b) A member, manager or other person with authority to manage or direct the business and affairs of the statutory public benefit limited liability company shall not, by virtue of the public benefit provisions or K.S.A. 17-76,149 (a), and amendments thereto, have any duty to any person on account of any interest of such person in the public benefit or public benefits set forth in its operating agreement and articles of organization or on account of any interest materially affected by the limited liability company's conduct and, with respect to a decision implicating the balance requirement in subsection (a), will be deemed to satisfy such person's fiduciary duties to members and the limited liability company if such person's decision is both informed and disinterested and not such that no person of ordinary, sound judgment would approve. L. 2019, ch. 47, § 8; L. 2025, ch. 95, § 22; July 1.

K.S.A. 17-76,152 Periodic statements and third-party certification.

17-76,152. Periodic statements and third-party certification. (a) A statutory public benefit limited liability company, at least annually, shall provide its members with a statement as to the limited liability company's promotion of the public benefit or public benefits set forth in its operating agreement and articles of organization and as to the best interests of those materially affected by the limited liability company's conduct. The statement shall include: (1) The objectives that have been established to promote such public benefit or public benefits and interests; (2) the standards that have been adopted to measure the limited liability company's progress in promoting such public benefit or public benefits and interests; (3) objective factual information based on those standards regarding the limited liability company's success in meeting the objectives for promoting such public benefit or public benefits and interests; and (4) an assessment of the limited liability company's success in meeting the objectives and promoting such public benefit or public benefits and interests. (b) A statutory public benefit limited liability company shall provide the statement in subsection (a) to its members at the time prescribed by K.S.A. 17-76,139 , and amendments thereto, for the filing of the statutory public benefit limited liability company's annual report. (c) The statement described in subsection (a) shall be based on a third-party standard. A "third-party standard" means a standard for defining, reporting and assessing promotion of the public benefit or public benefits identified in the statutory public benefit limited liability company's operating agreement or articles of organization that: (1) Is developed by a person or entity that is independent of the statutory public benefit limited liability company; and (2) is transparent because the following information about the standard is publicly available: (A) The factors considered when measuring the performance of a business; (B) the relative weightings of those factors; and (C) the identity of the persons who developed the standard and who control changes to the standard and the process by which those changes are made. For purposes of this section, the term "independent" means having no material relationship with the statutory public benefit limited liability company or any of its members, managers, affiliates or other persons with authority to manage or direct the business and affairs of the statutory public benefit limited liability company. (d) A statutory public benefit limited liability company shall post its most recent statement described in subsection (a) on the public portion of its website, if any, concurrently with the delivery of such statement to its members under subsection (b). If a statutory public benefit limited liability company does not have a website, it shall provide a copy of such statement, without charge, to any person that requests a copy. Any compensation paid to any person and any other financial or proprietary information contained in the statement described in subsection (a) may be omitted from any statement that is publicly posted or provided to any person pursuant to this subsection, other than a statement provided to a member, manager or other person with authority to manage or direct the business and affairs of the statutory public benefit limited liability company. (e) The articles of organization or the operating agreement of a statutory public benefit limited liability company may require that the statutory public benefit limited liability company obtain a periodic third-party certification addressing the statutory public benefit limited liability company's promotion of the public benefit or public benefits identified in the operating agreement or articles of organization or the best interests of those materially affected by the statutory public benefit limited liability company's conduct, or both. L. 2019, ch. 47, § 9; L. 2025, ch. 95, § 23; July 1.

K.S.A. 17-76,153 Derivative lawsuits.

17-76,153. Derivative lawsuits. Members of a statutory public benefit limited liability company or assignees of limited liability company interests in a statutory public benefit limited liability company owning individually or collectively, as of the date of instituting such derivative suit, at least 2% of the then-current percentage or other interest in the profits of the limited liability company or, in the case of a limited liability company with limited liability company interests listed on a national securities exchange, the lesser of such percentage or limited liability company interests of at least $2,000,000 in market value, unless an operating agreement provides for a different percentage or other interest or market value, may maintain a derivative lawsuit to enforce the requirements set forth in K.S.A. 17-76,151 (a), and amendments thereto. L. 2019, ch. 47, § 10; July 1.

K.S.A. 17-76,154 No effect on other limited liability companies.

17-76,154. No effect on other limited liability companies. K.S.A. 17-76,148 through 17-76,155 , and amendments thereto, shall not affect a statute or rule of law that is or would be applicable to any limited liability company that is formed under the Kansas revised limited liability company act but is not a statutory public benefit limited liability company. L. 2019, ch. 47, § 11; July 1.

K.S.A. 17-76,155 Accomplishment by other means.

17-76,155. Accomplishment by other means. The provisions of K.S.A. 17-76,148 through 17-76,155, and amendments thereto, shall not be construed to limit the accomplishment by any other means permitted by law of the formation or operation of a limited liability company that is formed or operated for a public benefit, including a limited liability company that is designated as a public benefit limited liability company, that is not a statutory public benefit limited liability company. L. 2019, ch. 47, § 12; July 1.

K.S.A. 17-7662 Citation of act.

17-7662. Citation of act. K.S.A. 17-7662 through 17-76,155 , and amendments thereto, and K.S.A. 2025 Supp. 17-7679a and 17-76,103a , and amendments thereto, shall be known and may be cited as the Kansas revised limited liability company act. L. 1999, ch. 119, § 1; L. 2014, ch. 40, § 1; L. 2019, ch. 47, § 13; L. 2025, ch. 95, § 3; July 1. Source or Prior Law: 17-7601. Law Review and Bar Journal References: "The Kansas Revised Limited Liability Company Act," Edwin W. Hecker, Jr., 69 J.K.B.A. No. 10, 16 (2000). Attorney General's Opinions: Limited liability company is not precluded from holding a club or drinking establishment license. 2001-19. CASE ANNOTATIONS 1. Act is procedural in nature and is to be applied retroactively to pending cases. Halley v. Barnabe, 271 Kan. 652, 24 P.3d 140 (2001). 2. Expense of liquidating company is expense of company, including members who withdrew from company. Investcorp, L.P. v. Simpson Investment Co., L.C., 277 Kan. 445, 85 P.3d 1140 (2004). 3. Cited; Kansas revised limited liability act does not foreclose liability by member who commits a tort. University of Kansas v. Sinks, 565 F. Supp. 2d 1216, 1239 (2008).

K.S.A. 17-7663 Definitions.

17-7663. Definitions. As used in the Kansas revised limited liability company act unless the context otherwise requires: (a) "Articles of organization" means the articles of organization referred to in K.S.A. 17-7673 , and amendments thereto, and the articles of organization as amended. (b) "Bankruptcy" means an event that causes a person to cease to be a member as provided in K.S.A. 17-7689 , and amendments thereto. (c) "Contribution" means any cash, property, services rendered or a promissory note or other obligation to contribute cash or property or to perform services that a person contributes to a limited liability company in such person's capacity as a member. (d) "Document" means: (1) Any tangible medium on which information is inscribed. "Document" includes handwritten, typed, printed or similar instruments and copies of such instruments; and (2) an electronic transmission. (e) "Electronic transmission" means any form of communication not directly involving the physical transmission of paper, including the use of, or participation in, one or more electronic networks or databases, including one or more distributed electronic networks or databases, that creates a record that may be retained, retrieved and reviewed by a recipient thereof and directly reproduced in paper form by such a recipient through an automated process. (f) "Foreign limited liability company" means a limited liability company formed under the laws of any state or under the laws of any foreign country or other foreign jurisdiction. When used in the Kansas revised limited liability company act in reference to a foreign limited liability company, the terms "operating agreement," "limited liability company interest," "manager" or "member" shall mean an operating agreement, limited liability company interest, manager or member, respectively, under the laws of the state or foreign country or other foreign jurisdiction under which the foreign limited liability company is formed. (g) "Knowledge" means a person's actual knowledge of a fact, rather than the person's constructive knowledge of the fact. (h) "Limited liability company" and "domestic limited liability company" mean a limited liability company formed under the laws of the state of Kansas and having one or more members. (i) "Limited liability company interest" means a member's share of the profits and losses of a limited liability company and a member's right to receive distributions of the limited liability company's assets. (j) "Liquidating trustee" means a person carrying out the winding up of a limited liability company. (k) "Manager" means a person who is named as a manager of a limited liability company in, or designated as a manager of a limited liability company pursuant to, an operating agreement or similar instrument under which the limited liability company is formed. "Manager" includes a manager of the limited liability company generally and a manager associated with a series of the limited liability company. Unless the context otherwise requires, references in the Kansas revised limited liability company act to a manager, including references in the Kansas revised limited liability company act to a manager of a limited liability company, shall be deemed to be references to a manager of the limited liability company generally and to a manager associated with a series with respect to such series. (l) "Member" means a person who is admitted to a limited liability company as a member as provided in K.S.A. 17-7686 , and amendments thereto. "Member" includes a member of the limited liability company generally and a member associated with a series of the limited liability company. Unless the context otherwise requires, references in the Kansas revised limited liability company act to a member, including references in the Kansas revised limited liability company act to a member of a limited liability company, shall be deemed to be references to a member of the limited liability company generally and to a member associated with a series with respect to such series. (m) "Operating agreement" means any agreement, whether referred to as an operating agreement, limited liability company agreement or otherwise, written, oral, or implied, of the member or members as to the affairs of a limited liability company and the conduct of its business. A member or manager of a limited liability company or an assignee of a limited liability company interest is bound by the operating agreement whether or not the member or manager or assignee executes the operating agreement. A limited liability company, including any series thereof, is not required to execute its operating agreement. A limited liability company, including any series thereof, is bound by its operating agreement whether or not the limited liability company, or any series thereof, executes the operating agreement. An operating agreement of a limited liability company having only one member shall not be unenforceable by reason of there being only one person who is a party to the operating agreement. An operating agreement is not subject to any statute of frauds, including K.S.A. 33-106 , and amendments thereto. An operating agreement may provide rights to any person, including a person who is not a party to the operating agreement, to the extent set forth therein. A written operating agreement or another written agreement or writing: (1) May provide that a person shall be admitted as a member of a limited liability company, or shall become an assignee of a limited liability company interest or other rights or powers of a member to the extent assigned: (A) If such person, or a representative authorized by such person orally, in writing or by other action such as payment for a limited liability company interest, executes the operating agreement or any other writing evidencing the intent of such person to become a member or assignee; or (B) without such execution, if such person, or a representative authorized by such person orally, in writing or by other action such as payment for a limited liability company interest, complies with the conditions for becoming a member or assignee as set forth in the operating agreement or any other writing; (2) shall not be unenforceable by reason of its not having been signed by a person being admitted as a member or becoming an assignee as provided in subsection (k)(1), or by reason of its having been signed by a representative as provided in the Kansas revised limited liability company act; and (3) may consist of one or more agreements, instruments or other writings and include or incorporate one or more schedules, supplements or other writings containing provisions as to the conduct of the business and affairs of the limited liability company or any series thereof. (n) "Person" means a natural person, partnership, whether general or limited, limited liability company, trust, including a common law trust, business trust, statutory trust, voting trust or any other form of trust, estate, association, including any group, organization, cotenancy, plan, board, council or committee, corporation, government, including a country, state, county or any other governmental subdivision, agency or instrumentality, custodian, nominee or any other individual or entity, or series thereof, in its own or any representative capacity, in each case, whether domestic or foreign. (o) "Personal representative" means, as to a natural person, the executor, administrator, guardian, conservator or other legal representative thereof and, as to a person other than a natural person, the legal representative or successor thereof. (p) "Series" means a designated series of members, managers, limited liability company interests or assets that is established in accordance with K.S.A. 17-76,143 , and amendments thereto. (q) "State" means the District of Columbia or the commonwealth of Puerto Rico or any state, territory, possession or other jurisdiction of the United States other than the state of Kansas. L. 1999, ch. 119, § 2; L. 2012, ch. 50, § 2; L. 2014, ch. 40, § 2; L. 2019, ch. 47, § 14; L. 2025, ch. 95, § 4; July 1. Source or Prior Law: 17-7602. Law Review and Bar Journal References: "The Kansas Revised Limited Liability Company Act," Edwin W. Hecker, Jr., 69 J.K.B.A. No. 10, 16 (2000).

K.S.A. 17-7667 Service of process or service of any notice or demand.

17-7667. Service of process or service of any notice or demand. (a) Service of process or service of any notice or demand against a limited liability company may be served: (1) In accordance with K.S.A. 60-304 and 60-306 , and amendments thereto; or (2) upon the resident agent at the business address of the resident agent; or (3) by delivery to a manager of the company, if the management is vested in a manager, or delivery to any member, if the management is vested in the members. (b) Any notice to or demand on a company organized pursuant to this act may be made by writing, which notice or demand in writing shall be mailed to the registered office of the company in this state or to another address in this state which is the principal office of the company. (c) Nothing contained in this section shall limit or affect the right to serve, in any other manner now or hereafter permitted by law, any process, notice or demand required or permitted by law to be served upon a limited liability company. L. 1999, ch. 119, § 6; L. 2000, ch. 172, § 3; July 1. Source or Prior Law: 17-7632.

K.S.A. 17-7668 Nature of business permitted; powers.

17-7668. Nature of business permitted; powers. (a) Unless otherwise specifically prohibited by law, a limited liability company may carry on any lawful business, purpose or activity, whether or not for profit with the exception of the business of granting policies of insurance, or assuming insurance risks or banking as defined in K.S.A. 9-702 , and amendments thereto. (b) A limited liability company shall possess and may exercise all the powers and privileges granted by this act or by any other law or by its operating agreement, together with any powers incidental thereto, including such powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the limited liability company. (c) A limited liability company organized and existing under the Kansas revised limited liability company act or otherwise qualified to do business in Kansas may have and exercise all powers that may be exercised by a Kansas professional association or professional corporation under the professional corporation law of Kansas, including employment of professionals to practice a profession, which shall be limited to the practice of one profession, except as provided in K.S.A. 17-2710 , and amendments thereto. (d) Only a qualified person may be a member of a limited liability company organized to exercise powers of a professional association or professional corporation. No membership may be transferred to another person until there is presented to such limited liability company a certificate by the licensing body, as defined in K.S.A. 74-146 , and amendments thereto, stating that the person to whom the transfer is made or the membership issued is duly licensed to render the same type of professional services as that for which the limited liability company was organized. (e) As used in the section, "qualified person" means: (1) Any natural person licensed to practice the same type of profession that any professional association or 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 of 1986, as in effect, on July 1, 1999, or of a contribution plan that is a qualified employee stock ownership plan under section 409A(a) of the federal internal revenue code of 1986, as in effect, on July 1, 1999; (3) the trustee of a revocable living trust established by a natural person who is licensed to practice the type of profession that any professional association or 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 membership in the limited liability company following such natural person's death for more than a reasonable period of time necessary to dispose of such membership; (4) a Kansas professional corporation or foreign professional corporation in which at least one member or shareholder is authorized by a licensing body, as defined in K.S.A. 74-146 , and amendments thereto, to render in this state a professional service permitted by the articles of organization; (5) a general partnership or limited liability company, if all partners or members thereof are authorized to render the professional services permitted by the articles of organization of the limited liability company formed pursuant to this section and in which at least one partner or member is authorized by a licensing authority of this state to render in this state the professional services permitted by the articles of organization of the limited liability company; or (6) a healing arts school clinic authorized to perform professional services in accordance with K.S.A. 65-2877a , and amendments thereto. (f) Nothing in this act shall restrict or limit in any manner the authority and duty of any licensing body, as defined in K.S.A. 74-146 , and amendments thereto, for the licensing of individual persons rendering a professional service or the practice of the profession that is within the jurisdiction of the licensing body, notwithstanding that the person is an officer, manager, member or employee of a limited liability company organized to exercise powers of a professional association or professional corporation. Each licensing body may adopt rules and regulations governing the practice of each profession as are necessary to enforce and comply with this act and the law applicable to each profession. (g) A licensing body, as defined in K.S.A. 74-146 , and amendments thereto, the attorney general or district or county attorney may bring an action in the name of the state of Kansas in quo warranto or injunction against a limited liability company engaging in the practice of a profession without complying with the provisions of this act. (h) Notwithstanding any provision of this act to the contrary, without limiting the general powers enumerated in subsection (b), a limited liability company shall, subject to such standards and restrictions, if any, as are set forth in its operating agreement, have the power and authority to make contracts of guaranty and suretyship and enter into interest rate, basis, currency, hedge or other swap agreements or cap, floor, put, call, option, exchange or collar agreements, derivative agreements, or other agreements similar to any of the foregoing. (i) Unless otherwise provided in an operating agreement, a limited liability company has the power and authority to grant, hold or exercise a power of attorney, including an irrevocable power of attorney. (j) (1) (A) Except as provided in subparagraph (B), any act or transaction that may be taken by or in respect of a limited liability company under the Kansas revised limited liability company act or an operating agreement, but that is void or voidable when taken, may be ratified, or the failure to comply with any requirements of the operating agreement making such act or transaction void or voidable may be waived, by the members, managers or other persons whose approval would be required under the operating agreement (i) for such act or transaction to be validly taken, or (ii) to amend the operating agreement in a manner that would permit such act or transaction to be validly taken, in each case at the time of such ratification or waiver. (B) If the void or voidable act or transaction was the issuance or assignment of any limited liability company interests, the limited liability company interests purportedly issued or assigned shall be deemed not to have been issued or assigned for purposes of determining whether the void or voidable act or transaction was ratified or waived pursuant to this subsection. (2) Any act or transaction that is ratified, or with respect to which the failure to comply with any requirements of the operating agreement is waived, pursuant to this subsection shall be deemed validly taken at the time of such act or transaction. (3) If an amendment to the operating agreement to permit any such act or transaction to be validly taken would require notice to any members, managers or other persons under the operating agreement and the ratification or waiver of such act or transaction is effectuated pursuant to this subsection by the members, managers or other persons whose approval would be required to amend the operating agreement, notice of such ratification or waiver shall be given following such ratification or waiver to the members, managers or other persons who would have been entitled to notice of such an amendment and who have not otherwise received notice of, or participated in, such ratification or waiver. (4) The provisions of this subsection shall not be construed to limit the accomplishment of a ratification or waiver of a void or voidable act by other means permitted by law. (5) Upon application of the limited liability company, any member, manager or person claiming to be substantially and adversely affected by a ratification or waiver pursuant to this subsection, excluding any harm that would have resulted if such act or transaction had been valid when taken, the district court may hear and determine the validity and effectiveness of the ratification of, or waiver with respect to, any void or voidable act or transaction effectuated pursuant to this subsection. In any such application, the limited liability company shall be named as a party and service of the application upon the resident agent of the limited liability company shall be deemed to be service upon the limited liability company, and no other party need be joined in order for the court to adjudicate the validity and effectiveness of the ratification or waiver. The court may make such order respecting further or other notice of such application as it deems proper under these circumstances. Nothing in this paragraph limits or affects the right to serve process in any other manner now or hereafter provided by law, and this provision is an extension of and not a limitation upon the right otherwise existing of service of legal process upon nonresidents. L. 1999, ch. 119, § 7; L. 2014, ch. 40, § 5; L. 2021, ch. 11, § 2; L. 2025, ch. 95, § 5; July 1. Source or Prior Law: 17-7604. Law Review and Bar Journal References: "The Kansas Revised Limited Liability Company Act," Edwin W. Hecker, Jr., 69 J.K.B.A. No. 10, 16 (2000). Attorney General's Opinions: Limited liability company is not precluded from holding a club or drinking establishment license. 2001-19.

K.S.A. 17-7669 Business transactions of member or manager with the limited liability company.

17-7669. Business transactions of member or manager with the limited liability company. Except as provided in an operating agreement, a member or manager may lend money to, borrow money from, act as a surety, guarantor or endorser for, guarantee or assume one or more obligations of, provide collateral for, and transact other business with, a limited liability company and, subject to other applicable law, has the same rights and obligations with respect to any such matter as a person who is not a member or manager. L. 1999, ch. 119, § 8; January 1, 2000. Source or Prior Law: 17-7613.

K.S.A. 17-7670 Indemnification.

17-7670. Indemnification. (a) Subject to such standards and restrictions, if any, as are set forth in its operating agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. (b) (1) Except as provided in the operating agreement, to the extent that a present or former member, manager or officer of a limited liability company has been successful on the merits or otherwise in defense of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a member, manager, officer, employee or agent of the limited liability company, or is or was serving at the request of the limited liability company as a member, manager, director, officer, employee or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, or in defense of any claim, issue or matter therein, such member, manager, officer, employee or agent shall be indemnified by the limited liability company against expenses actually and reasonably incurred by such person in connection therewith, including attorney fees. (2) For indemnification with respect to any act or omission occurring after June 30, 2025, references to "officer" for purposes of this subsection only means an officer of the limited liability company who: (A) Is or was the president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasurer or chief accounting officer of the limited liability company; or (B) is or was identified in the limited liability company's public filings with the United States securities and exchange commission, because such person is or was one of the most highly compensated executive officers of the limited liability company. L. 1999, ch. 119, § 9; L. 2014, ch. 40, § 6; L. 2025, ch. 95, § 6; July 1. CASE ANNOTATIONS 1. K.S.A. 17-7670 allows recovery of litigation expenses only to successful litigants or as authorized in operating agreement. In re Metcalf Assocs.-2000, 42 Kan. App. 2d 412, 213 P.3d 751 (2009). 2. District court erred in denying summary judgment to parties for indemnity. Emprise Bank v. Rumisek, 42 Kan. App. 2d 498, 215 P.3d 621 (2009). 3. Member of a limited liability company who receives a personal benefit from a successful litigation may be entitled to right to indemnity. Davis v. Winning Streak Sports, 48 Kan. App. 2d 677, 301 P.3d 709 (2013).

K.S.A. 17-7671 Contested matters relating to manager; contested votes.

17-7671. Contested matters relating to manager; contested votes. (a) Upon application of any member or manager, as defined in subsection (c), the district court may hear and determine the validity of any admission, election, appointment, removal or resignation of a manager of a limited liability company, and the right of any person to become or continue to be a manager of a limited liability company, and, in case the right to serve as a manager is claimed by more than one person, may determine the person or persons entitled to serve as managers; and to that end make such order or decree in any such case as may be just and proper, with power to enforce the production of any books, papers and records of the limited liability company relating to the issue. In any such application, the limited liability company shall be named as a party, and service of copies of the application upon the resident agent of the limited liability company shall be deemed to be service upon the limited liability company and upon the person or persons whose right to serve as a manager is contested and upon the person or persons, if any, claiming to be a manager or claiming the right to be a manager; and the resident agent shall forward immediately a copy of the application to the limited liability company and to the person or persons whose right to serve as a manager is contested and to the person or persons, if any, claiming to be a manager or the right to be a manager, in a postpaid, sealed, registered letter addressed to such limited liability company and such person or persons at their post-office addresses last known to the resident agent or furnished to the resident agent by the applicant member or manager. The court may make such order respecting further or other notice of such application as it deems proper under these circumstances. (b) Upon application of any member or manager, the district court may hear and determine the result of any vote of members or managers upon matters as to which the members or managers of the limited liability company, or any class or group of members or managers, have the right to vote pursuant to the operating agreement or other agreement or this act, other than the admission, election, appointment, removal or resignation of managers. In any such application, the limited liability company shall be named as a party, and service of the application upon the resident agent of the limited liability company shall be deemed to be service upon the limited liability company, and no other party need be joined in order for the court to adjudicate the result of the vote. The court may make such order respecting further or other notice of such application as it deems proper under these circumstances. (c) As used in this section, the term "manager" refers to a person: (1) Who is a manager as defined in subsection (i) of K.S.A. 17-7663 , and amendments thereto; and (2) whether or not a member of a limited liability company, who, although not a manager as defined in subsection (i) of K.S.A. 17-7663 , and amendments thereto, participates materially in the management of the limited liability company, except that the power to elect or otherwise select or to participate in the election or selection of a person to be a manager as defined in subsection (i) of K.S.A. 17-7663 , and amendments thereto, shall not, by itself, constitute participation in the management of the limited liability company. (d) Nothing herein contained limits or affects the right to serve process in any other manner now or hereafter provided by law. This section is an extension of and not a limitation upon the right otherwise existing of service of legal process upon nonresidents. L. 1999, ch. 119, § 10; L. 2014, ch. 40, § 7; July 1.

K.S.A. 17-7672 Interpretation and enforcement of operating agreement.

17-7672. Interpretation and enforcement of operating agreement. (a) Any action to interpret, apply or enforce the provisions of an operating agreement, or the duties, obligations or liabilities of a limited liability company to the members or managers of the limited liability company, or the duties, obligations or liabilities among members or managers and of members or managers to the limited liability company, or the rights or powers of, or restrictions on, the limited liability company, members or managers, or any provision of this act, or any other instrument, document, agreement, articles of organization or certificate contemplated by any provision of this act, may be brought in the district court. (b) As used in this section, the term "manager" refers to a person: (1) Who is a manager as defined in subsection (i) of K.S.A. 17-7663 , and amendments thereto; and (2) whether or not a member of a limited liability company, who, although not a manager as defined in subsection (i) of K.S.A. 17-7663 , and amendments thereto, participates materially in the management of the limited liability company, except that the power to elect or otherwise select or to participate in the election or selection of a person to be a manager as defined in subsection (i) of K.S.A. 17-7663 , and amendments thereto, shall not, by itself, constitute participation in the management of the limited liability company. L. 1999, ch. 119, § 11; L. 2014, ch. 40, § 8; July 1.

K.S.A. 17-7673 Articles of organization; procedure for amendment; professional limited liability company, certificate by licensing body.

17-7673. Articles of organization; procedure for amendment; professional limited liability company, certificate by licensing body. (a) In order to form a limited liability company, one or more authorized persons must execute articles of organization. The articles of organization shall be filed with the secretary of state and set forth: (1) The name of the limited liability company; (2) the address of the registered office required to be maintained by K.S.A. 17-7924 , and amendments thereto, and the name of the resident agent for service of process required to be maintained by K.S.A. 17-7925 , and amendments thereto; (3) any other matters the members determine to include therein; (4) if the limited liability company is organized to exercise the powers of a professional association or professional corporation, each such profession shall be stated; and (5) if the limited liability company will have series, the matters required by K.S.A. 17-76,143 , and amendments thereto. (b) A limited liability company is formed at the time provided in K.S.A. 17-7911 , and amendments thereto, if there has been substantial compliance with the requirements of this section. A limited liability company formed under the Kansas revised limited liability company act shall be a separate legal entity, the existence of which as a separate legal entity shall continue until cancellation of the limited liability company's articles of organization. (c) An operating agreement shall be entered into or otherwise existing either before, after or at the time of the filing of the articles of organization and, whether entered into or otherwise existing before, after or at the time of such filing, may be made effective as of the effective time of such filing or at such other time or date as provided in or reflected by the operating agreement. (d) The articles of organization shall be amended as provided in a certificate of amendment or judicial decree of amendment upon the filing of the certificate of amendment or judicial decree of amendment with the secretary of state or upon the future effective date specified in the certificate of amendment. (e) Upon filing the articles of organization of a limited liability company organized to exercise powers of a professional association or professional corporation, the limited liability company shall file with the secretary of state a certificate by the licensing body, as defined in K.S.A. 74-146 , and amendments thereto, of the profession involved that each of the members is duly licensed to practice that profession, and that the proposed company name has been approved. L. 1999, ch. 119, § 12; L. 2014, ch. 40, § 9; L. 2015, ch. 65, § 4; L. 2019, ch. 47, § 15; July 1. Source or Prior Law: 17-7607, 17-7609, 17-7613. Attorney General's Opinions: Limited liability company is not precluded from holding a club or drinking establishment license. 2001-19. CASE ANNOTATIONS 1. No automatic termination of a limited liability company provided in statutes; necessary to examine the plain language of agreement to ascertain the parties' intent. Iron Mound v. Nueterra Healthcare Management, 44 Kan. App. 2d 104, 234 P.3d 39 (2010).

K.S.A. 17-7674 Same; amendments.

17-7674. Same; amendments. (a) The articles of organization may be amended as provided in a certificate of amendment or judicial decree of amendment upon filing of the certificate of amendment or judicial decree of amendment with the secretary of state or upon the future effective date specified in the certificate of amendment or judicial decree. The certificate of amendment or judicial decree shall set forth: (1) The name of the limited liability company; and (2) the amendment to the articles of organization. (b) A manager or, if there is no manager, then any member who becomes aware that any statement in the articles of organization was false in any material respect when made, or that any matter described has changed making the articles of organization false in any material respect, shall promptly amend the articles of organization. (c) Articles of organization may be amended at any time for any other proper purpose. L. 1999, ch. 119, § 13; L. 2014, ch. 40, § 10; L. 2015, ch. 65, § 5; July 1. Source or Prior Law: 17-7610.

K.S.A. 17-7675 Articles of organization; cancellation; certificates of cancellation and correction.

17-7675. Articles of organization; cancellation; certificates of cancellation and correction. (a) Articles of organization shall be canceled upon the dissolution and the completion of winding up of a limited liability company, or as provided in K.S.A. 17-76,117 or 17-76,139 or K.S.A. 17-7926 (b) or 17-7929 (b), and amendments thereto, or upon the filing of a certificate of merger or consolidation if the limited liability company is not the surviving or resulting entity in a merger or consolidation or upon the future effective date of a certificate of merger or consolidation if the limited liability company is not the surviving or resulting entity in a merger or consolidation or upon the filing of a certificate of division if the limited liability company is a dividing company that is not a surviving company or upon the future effective date of a certificate of division if the limited liability company is a dividing company that is not a surviving company. A certificate of cancellation shall be filed with the secretary of state to accomplish the cancellation of articles of organization upon the dissolution and the completion of winding up of a limited liability company. The certificate shall set forth: (1) The name of the limited liability company; (2) the reason for filing the certificate of cancellation; (3) if the limited liability company has formed one or more series whose certificate of designation has not been canceled prior to the filing of the certificate of cancellation, the name of each such series; (4) the future effective date or time of cancellation if it is not to be effective upon the filing of the certificate; and (5) any other information the person filing the certificate of cancellation determines. (b) A certificate of cancellation that is filed with the secretary of state prior to the dissolution or the completion of winding up of a limited liability company may be corrected as an erroneously executed certificate of cancellation by filing with the secretary of state a certificate of correction of such certificate of cancellation in accordance with K.S.A. 17-7912 , and amendments thereto. (c) The secretary of state shall not issue a certificate of good standing with respect to a limited liability company, or any series thereof, if its articles of organization are canceled. L. 1999, ch. 119, § 14; L. 2009, ch. 47, § 43; L. 2014, ch. 40, § 11; L. 2015, ch. 65, § 6; L. 2019, ch. 47, § 16; L. 2019, ch. 47, § 17; July 1, 2020. CASE ANNOTATIONS 1. No automatic termination of a limited liability company provided in statutes; necessary to examine the plain language of agreement to ascertain the parties' intent. Iron Mound v. Nueterra Healthcare Management, 44 Kan. App. 2d 104, 234 P.3d 39 (2010).

K.S.A. 17-7676a Execution by agent; power of attorney or proxy.

17-7676a. Execution by agent; power of attorney or proxy. (a) Unless otherwise provided in an operating agreement, any person may enter into an operating agreement or amendment thereof by an agent, including an attorney-in-fact. An authorization, including a power of attorney, to enter into an operating agreement or amendment thereof need not be in writing, need not be sworn to, verified or acknowledged. (b) For all purposes of the laws of the state of Kansas, unless otherwise provided in an operating agreement, a power of attorney or proxy with respect to a limited liability company granted to any person shall be irrevocable if it states that it is irrevocable and it is coupled with an interest sufficient in law to support an irrevocable power or proxy. Such irrevocable power of attorney or proxy, unless otherwise provided therein or in an operating agreement, shall not be affected by subsequent death, disability, incapacity, dissolution, termination of existence or bankruptcy of, or any other event concerning, the principal. A power of attorney or proxy with respect to matters relating to the organization, internal affairs or termination of a limited liability company or granted by a person as a member or an assignee of a limited liability company interest or by a person seeking to become a member or an assignee of a limited liability company interest and, in either case, granted to the limited liability company, a manager or member thereof, or any of their respective officers, directors, managers, members, partners, trustees, employees or agents shall be deemed coupled with an interest sufficient in law to support an irrevocable power or proxy. The provisions of this subsection shall not be construed to limit the enforceability of a power of attorney or proxy that is part of an operating agreement. L. 2019, ch. 47, § 1; July 1. Source or Prior Law: 17-7676.

K.S.A. 17-7677 Execution by judicial order.

17-7677. Execution by judicial order. If a person required to execute an operating agreement or amendment thereof fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the district court to direct the execution of the operating agreement or amendment thereof. If the court finds that the operating agreement or amendment thereof should be executed and that any person required to execute the operating agreement or amendment thereof has failed or refused to do so, it shall enter an order granting appropriate relief. L. 1999, ch. 119, § 16; L. 2014, ch. 40, § 13; L. 2015, ch. 65, § 7; July 1.

K.S.A. 17-7679 Notice.

17-7679. Notice. The fact that articles of organization, or amendments thereto, are on file with the secretary of state is notice that the entity formed in connection with the filing of the articles of organization is a limited liability company formed under the laws of the state of Kansas and is notice of all other facts set forth therein which are required to be set forth in articles of organization by K.S.A. 17-7673 (a)(1), (a)(2), (a)(4) and (a)(5), and amendments thereto, and K.S.A. 17-76,143 (b) and 17-76,149 , and amendments thereto. The fact that a certificate of designation is on file in the office of the secretary of state is notice that the series named in such certificate of designation has been formed pursuant to K.S.A. 17-76,143 , and amendments thereto, and is notice of all other facts set forth therein, which are required to be set forth in a certificate of designation by K.S.A. 17-76,143 (d), and amendments thereto. L. 1999, ch. 119, § 18; L. 2014, ch. 40, § 15; L. 2019, ch. 47, § 18; L. 2019, ch. 47, § 19; July 1, 2020. Source or Prior Law: 17-7609.

K.S.A. 17-7679a Document form, signature and delivery.

17-7679a. Document form, signature and delivery. (a) (1) Except as provided in subsection (b), without limiting the manner in which any act or transaction may be documented or the manner in which a document may be signed or delivered: (A) Any act or transaction contemplated or governed by the Kansas revised limited liability company act or the operating agreement may be provided for in a document, and an electronic transmission is the equivalent of a written document. (B) Whenever the Kansas revised limited liability company act or the operating agreement requires or permits a signature, the signature may be a manual, facsimile, conformed or electronic signature. "Electronic signature" means an electronic symbol or process that is attached to, or logically associated with, a document and executed or adopted by a person with an intent to execute, authenticate or adopt the document. A person may execute a document with such person's signature. (C) Unless otherwise provided in the operating agreement or agreed between the sender and recipient, an electronic transmission is delivered to a person for purposes of the Kansas revised limited liability company act and the operating agreement when it enters an information processing system that the person has designated for the purpose of receiving electronic transmissions of the type delivered if the electronic transmission is in a form capable of being processed by that system and such person is able to retrieve the electronic transmission. Whether a person has so designated an information processing system is determined by the operating agreement or from the context and surrounding circumstances, including the parties' conduct. An electronic transmission is delivered under this section even if no person is aware of its receipt. Receipt of an electronic acknowledgement from an information processing system establishes that an electronic transmission was received but, by itself, does not establish that the content sent corresponds to the content received. (2) The Kansas revised limited liability company act shall not prohibit one or more persons from conducting a transaction in accordance with the uniform electronic transactions act, K.S.A. 16-601 et seq., and amendments thereto, if the part or parts of the transaction that are governed by the Kansas revised limited liability company act are documented, signed and delivered in accordance with this subsection or otherwise in accordance with the Kansas revised limited liability company act. This subsection shall apply solely for purposes of determining whether an act or transaction has been documented, and the document has been signed and delivered, in accordance with the Kansas revised limited liability company act and the operating agreement. (b) (1) Subsection (a) shall not apply to: (A) A document filed with or submitted to the secretary of state or a court or other judicial or governmental body of this state; (B) a certificate of limited liability company interest, except that a signature on a certificate of limited liability company interest may be manual, facsimile or electronic signature; and (C) an act or transaction effected pursuant to article 79 of chapter 17 of the Kansas Statutes Annotated, and amendments thereto, or K.S.A. 17-7667 , 17-76,130 , 17-76,131 , 17-76,132 and 17-76,133 , and amendments thereto. (2) The provisions of paragraph (1) shall not create any presumption about the lawful means to document a matter addressed by this subsection or the lawful means to sign or deliver a document addressed by this subsection. A provision of the operating agreement shall not limit the application of subsection (a) unless the provision expressly restricts one or more of the means of documenting an act or transaction, or of signing or delivering a document, permitted by subsection (a). (c) In the event that any provision of the Kansas revised limited liability company act is deemed to modify, limit or supersede the federal electronic signatures in global and national commerce act, 15 U.S.C. § 7001 et seq., the provisions of the Kansas revised limited liability company act shall control to the fullest extent permitted by 15 U.S.C. § 7002(a)(2). (d) This section shall be a part of and supplemental to article 76 of chapter 17 of the Kansas Statutes Annotated, and amendments thereto. L. 2025, ch. 95, § 1; July 1.

K.S.A. 17-7680 Restated articles of organization; restated certificate of designation.

17-7680. Restated articles of organization; restated certificate of designation. (a) Restated articles of organization. (1) A limited liability company may, whenever desired, integrate into a single instrument all of the provisions of its articles of organization which are then in effect and operative as a result of there having previously been filed with the secretary of state one or more certificates or other instruments pursuant to K.S.A. 17-7673 through 17-7683 , and amendments thereto, and the business entity standard treatment act, K.S.A. 17-7901 et seq., and amendments thereto, and K.S.A. 17-7685a and 17-76,143a , and amendments thereto, and it may at the same time also further amend its articles of organization by adopting restated articles of organization. (2) If restated articles of organization merely restate and integrate but do not further amend the initial articles of organization, as previously amended or supplemented by any certificate or instrument that was executed and filed pursuant to K.S.A. 17-7673 through 17-7683 , and amendments thereto, and the business entity standard treatment act, K.S.A. 17-7901 et seq., and amendments thereto, they shall be specifically designated in their heading as "restated articles of organization" together with such other words as the limited liability company may deem appropriate and shall be executed by an authorized person and filed with the secretary of state as provided in K.S.A. 17-7910 , and amendments thereto. If restated articles of organization restate and integrate and also further amend in any respect the articles of organization, as previously amended or supplemented, they shall be specifically designated in their heading as "amended and restated articles of organization" together with such other words as the limited liability company may deem appropriate and shall be executed by at least one authorized person and filed as provided in K.S.A. 17-7910 , and amendments thereto. (3) Restated articles of organization shall state, either in their heading or in an introductory paragraph, the limited liability company's present name; if it has been changed, the name under which it was originally filed; the date of filing of its original articles of organization with the secretary of state; and the future effective date, which shall be a date certain, of the restated articles of organization if they are not to be effective upon the filing of the restated articles of organization with the secretary of state. Restated articles of organization shall also state that they were duly executed and are being filed in accordance with this section. If restated articles of organization only restate and integrate and do not further amend a limited liability company's articles of organization as previously amended or supplemented and there is no discrepancy between those provisions and the restated articles of organization, they shall state that fact as well. (4) Upon the filing of restated articles of organization with the secretary of state, or upon the future effective date of restated articles of organization as provided for therein, the initial articles of organization, as previously amended or supplemented, shall be superseded. Thereafter the restated articles of organization, including any further amendment or changes made thereby, shall be the articles of organization of the limited liability company, but the original effective date of formation shall remain unchanged. (5) Any amendment or change effected in connection with the restatement and integration of the articles of organization shall be subject to any other provision of this act, not inconsistent with this section, which would apply if a separate certificate of amendment were filed to effect such amendment or change. (b) Restated certificate of designation. (1) A series of a limited liability company may, whenever desired, integrate into a single instrument all of the provisions of its certificate of designation that are then in effect and operative as a result of there having previously been filed with the secretary of state one or more certificates or other instruments pursuant to K.S.A. 17-7673 through 17-7683 , and amendments thereto, the business entity standard treatment act, K.S.A. 17-7901 et seq., and amendments thereto, and K.S.A. 17-7685a and 17-76,143a , and amendments thereto, and it may at the same time further amend its certificate of designation by adopting a restated certificate of designation. (2) If a restated certificate of designation merely restates and integrates but does not further amend the initial certificate of designation, as previously amended or supplemented by any instrument that was executed and filed pursuant to K.S.A. 17-7673 through 17-7683 , and amendments thereto, the business entity standard treatment act, K.S.A. 17-7901 et seq., and amendments thereto, and K.S.A. 17-7685a and 17-76,143a , and amendments thereto, it shall be specifically designated in its heading as a "restated certificate of designation" together with such other words as the series may deem appropriate and shall be executed by an authorized person and filed as provided in K.S.A. 17-7910 , and amendments thereto. If a restated certificate restates and integrates and also further amends in any respect the certificate of designation as previously amended or supplemented, it shall be specifically designated in its heading as an "amended and restated certificate of designation" together with such other words as the series may deem appropriate and shall be executed by at least one authorized person and filed as provided in K.S.A. 17-7910 , and amendments thereto. (3) A restated certificate of designation shall state, either in its heading or in an introductory paragraph, the name of the limited liability company, the present name of the series, and, if the name of the series has been changed, the name under which it was originally filed, and the future effective date or time, which shall be a date or time certain, of the restated certificate of designation if it is not to be effective upon the filing of the restated certificate of designation. A restated certificate shall also state that it was duly executed and is being filed in accordance with this section. If a restated certificate only restates and integrates and does not further amend a certificate of designation, as previously amended or supplemented and there is no discrepancy between those provisions and the restated certificate, it shall state that fact as well. (4) Upon the filing of a restated certificate of designation with the secretary of state, or upon the future effective date or time of a restated certificate of designation as provided for therein, the initial certificate of designation, as theretofore amended or supplemented, shall be superseded. Thereafter, the restated certificate of designation, including any further amendment or changes made thereby, shall be the certificate of designation of such series, but the original effective date of formation of the series, as applicable, shall remain unchanged. (5) Any amendment or change effected in connection with the restatement and integration of a certificate of designation shall be subject to any other provision of the Kansas revised limited liability company act, not inconsistent with this section, which would apply if a separate certificate of amendment were filed to effect such amendment or change. L. 1999, ch. 119, § 19; L. 2014, ch. 40, § 16; L. 2015, ch. 65, § 8; L. 2019, ch. 47, § 20; L. 2019, ch. 47, § 21; July 1, 2020. Source or Prior Law: 17-7635.

K.S.A. 17-7681 Merger or consolidation.

17-7681. Merger or consolidation. (a) Pursuant to an agreement of merger or consolidation, one or more domestic limited liability companies may merge or consolidate with or into one or more limited liability companies formed under the laws of the state of Kansas or any other state or any foreign country or other foreign jurisdiction, or any combination thereof, with such limited liability company as the agreement shall provide being the surviving or resulting limited liability company. (1) (A) Unless otherwise provided in the operating agreement, an agreement of merger or consolidation shall be consented to or approved by each domestic limited liability company that is to merge or consolidate by members who own more than 50% of the then-current percentage or other interest in the profits of the domestic limited liability company owned by all of the members; (B) unless otherwise provided in the operating agreement, a limited liability company whose original articles of organization were filed with the secretary of state and effective on or prior to June 30, 2019, shall not be governed by subsection (a)(1)(A) but shall be governed by this subparagraph. Unless otherwise provided in the operating agreement, an agreement of merger or consolidation shall be consented to or approved by each domestic limited liability company that is to merge or consolidate by the members, or if there is more than one class or group of members, then by each class or group of members, in either case, by members who own more than 50% of the then current percentage or other interest in the profits of the domestic limited liability company owned by all of the members or by the members in each class or group, as appropriate. (2) In connection with a merger or consolidation hereunder, rights or securities of, or interests in, a domestic limited liability company that is a constituent party to the merger or consolidation may be exchanged for or converted into cash, property, rights or securities of, or interests in, the surviving or resulting limited liability company or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, rights or securities of, or interests in, an entity as defined in K.S.A. 17-78-102 , and amendments thereto, that is not the surviving or resulting limited liability company in the merger or consolidation, may remain outstanding, or may be canceled. (3) Notwithstanding prior consent or approval, an agreement of merger or consolidation may be terminated or amended pursuant to a provision for such termination or amendment contained in the agreement of merger or consolidation. (b) The limited liability company surviving or resulting in or from the merger or consolidation shall file a certificate of merger or consolidation executed by one or more authorized persons on behalf of the domestic limited liability company when it is the surviving or resulting entity with the secretary of state. The certificate of merger or consolidation shall state: (1) The name and jurisdiction of formation or organization of each of the limited liability companies that is to merge or consolidate; (2) that an agreement of merger or consolidation has been consented to or approved and executed by each of the limited liability companies that is to merge or consolidate; (3) the name of the surviving or resulting limited liability company; (4) in the case of a merger in which a domestic limited liability company is the surviving entity, such amendments, if any, to the articles of organization of the surviving domestic limited liability company as are desired to be effected by the merger, and such amendments may amend and restate the articles of organization of the surviving domestic limited liability company in its entirety; (5) the future effective date or time, which shall be a date certain, of the merger or consolidation if it is not to be effective upon the filing of the certificate of merger or consolidation; (6) that the agreement of merger or consolidation is on file at a place of business of the surviving or resulting limited liability company, and shall state the address thereof; (7) that a copy of the agreement of merger or consolidation will be furnished by the surviving or resulting limited liability company, on request and without cost, to any member of any limited liability company that is to merge or consolidate; and (8) if the surviving or resulting limited liability company is not a domestic limited liability company, a statement that such surviving or resulting limited liability company agrees that it may be served with process in the state of Kansas in any action, suit or proceeding for the enforcement of any obligation of any domestic limited liability company that is to merge or consolidate, irrevocably appointing the secretary of state as its agent to accept service of process in any such action, suit or proceeding and specifying the address to which a copy of such process shall be mailed to it by the secretary of state. (c) A certificate of merger or consolidation shall act as a certificate of cancellation for a domestic limited liability company that is not the surviving or resulting limited liability company in the merger or consolidation. A certificate of merger that sets forth any amendment in accordance with subsection (b)(4) shall be deemed to be an amendment to the articles of organization of the limited liability company, and the limited liability company shall not be required to take any further action to amend its articles of organization under K.S.A. 17-7674 or 17-7680 , and amendments thereto, with respect to such amendments set forth in the certificate of merger. Whenever this section requires the filing of a certificate of merger or consolidation, such requirement shall be deemed satisfied by the filing of an agreement of merger or consolidation containing the information required by this section to be set forth in the certificate of merger or consolidation. (d) (1) For a limited liability company if it is the surviving or resulting limited liability company in the merger or consolidation, an agreement of merger or consolidation consented to or approved in accordance with subsection (a) may: (A) Effect any amendment to the operating agreement; or (B) effect the adoption of a new operating agreement. (2) Any amendment to an operating agreement or adoption of a new operating agreement made pursuant to paragraph (1) shall be effective at the effective time or date of the merger or consolidation and shall be effective notwithstanding any provision of the operating agreement relating to amendment or adoption of a new operating agreement, other than a provision that by its terms applies to an amendment to the operating agreement or the adoption of a new operating agreement, in either case, in connection with a merger or consolidation. The provisions of this subsection shall not be construed to limit the accomplishment of a merger or of any of the matters referred to herein by any other means provided for in an operating agreement or other agreement or as otherwise permitted by law, including that the operating agreement of any constituent limited liability company to the merger or consolidation, including a limited liability company formed for the purpose of consummating a merger or consolidation, shall be the operating agreement of the surviving or resulting limited liability company. (e) When any merger or consolidation shall have become effective under this section, for all purposes of the laws of the state of Kansas, all of the rights, privileges and powers of each of the limited liability companies that have merged or consolidated, and all property, real, personal and mixed, and all debts due to any of the limited liability companies, as well as all other things and causes of action belonging to each of such limited liability companies, shall be vested in the surviving or resulting limited liability company, and shall thereafter be the property of the surviving or resulting limited liability company as they were of each of the limited liability companies that have merged or consolidated, and the title to any real property vested by deed or otherwise, under the laws of the state of Kansas, in any of such limited liability companies, shall not revert or be in any way impaired by reason of this act, but all rights of creditors and all liens upon any property of any of the limited liability companies shall be preserved unimpaired, and all debts, liabilities and duties of each of the limited liability companies that have merged or consolidated shall thenceforth attach to the surviving or resulting limited liability company, and may be enforced against it to the same extent as if the debts, liabilities and duties had been incurred or contracted by it. Unless otherwise agreed, a merger or consolidation of a domestic limited liability company, including a domestic limited liability company that is not the surviving or resulting entity in the merger or consolidation, shall not require such domestic limited liability company to wind up its affairs under K.S.A. 17-76,118 , and amendments thereto, or pay its liabilities and distribute its assets under K.S.A. 17-76,119 , and amendments thereto, and the merger or consolidation shall not constitute a dissolution of such limited liability company. (f) A limited liability company may merge or consolidate with or into any other entity in accordance with the business entity transactions act, K.S.A. 17-78-101 et seq., and amendments thereto. (g) An operating agreement may provide that a domestic limited liability company shall not have the power to merge or consolidate as set forth in this section. L. 1999, ch. 119, § 20; L. 2009, ch. 47, § 44; L. 2014, ch. 40, § 17; L. 2015, ch. 65, § 9; L. 2019, ch. 47, § 22; L. 2025, ch. 95, § 7; July 1. Source or Prior Law: 17-7650. Law Review and Bar Journal References: "The Kansas Business Entity Transactions Act," Edwin W. Hecker, Jr., 80 J.K.B.A. No. 8, 21 (2011).

K.S.A. 17-7682 No statutory appraisal rights.

17-7682. No statutory appraisal rights. Unless otherwise provided in an operating agreement or an agreement of merger or consolidation or a plan of division, no appraisal rights shall be available with respect to a limited liability company interest or another interest in a limited liability company, including in connection with any amendment of an operating agreement, any merger or consolidation in which the limited liability company or a series of the limited liability company is a constituent party to the merger or consolidation, any division of the limited liability company, or the sale of all or substantially all of the limited liability company's assets. The district court shall have jurisdiction to hear and determine any matter relating to any appraisal rights provided in an operating agreement or an agreement of merger or consolidation or a plan of division. L. 1999, ch. 119, § 21; L. 2012, ch. 50, § 3; L. 2014, ch. 40, § 18; L. 2025, ch. 95, § 8; July 1. Law Review and Bar Journal References: "Up Squeeze-Out Merger Creek Without a Paddle: Life for Minority Interest Holders After Welch v. Via Christi Health Partners, Inc.," Francis J. Baalmann 56 K.L.R. 197 (2007).

K.S.A. 17-7685a Division of a limited liability company.

17-7685a. Division of a limited liability company. (a) As used in this section and K.S.A. 17-7675 and 17-7686 , and amendments thereto: (1) "Dividing company" means the domestic limited liability company that is effecting a division in the manner provided in this section. (2) "Division" means the division of a dividing company into two or more domestic limited liability companies in accordance with this section. (3) "Division company" means a surviving company, if any, and each resulting company. (4) "Division contact" means, in connection with any division, a natural person who is a Kansas resident, any division company in such division or any other domestic limited liability company or other domestic entity as defined in K.S.A. 17-78-102 , and amendments thereto, which division contact shall maintain a copy of the plan of division for a period of six years from the effective date of the division and shall comply with subsection (g)(3). (5) "Organizational documents" means the articles of organization and operating agreement of a domestic limited liability company. (6) "Resulting company" means a domestic limited liability company formed as a consequence of a division. (7) "Surviving company" means a dividing company that survives the division. (b) Pursuant to a plan of division, any domestic limited liability company may, in the manner provided in this section, be divided into two or more domestic limited liability companies. The division of a domestic limited liability company in accordance with this section and, if applicable, the resulting cessation of the existence of the dividing company pursuant to a certificate of division shall not be deemed to affect the personal liability of any person incurred prior to such division with respect to matters arising prior to such division, nor shall it be deemed to affect the validity or enforceability of any obligations or liabilities of the dividing company incurred prior to such division, except that the obligations and liabilities of the dividing company shall be allocated to and vested in, and valid and enforceable obligations of, such division company or companies to which such obligations and liabilities have been allocated pursuant to the plan of division, as provided in subsection (l). Each resulting company in a division shall be formed in compliance with the requirements of the Kansas revised limited liability company act and subsection (i). (c) If the operating agreement of the dividing company specifies the manner of adopting a plan of division, the plan of division shall be adopted as specified in the operating agreement. If the operating agreement of the dividing company does not specify the manner of adopting a plan of division and does not prohibit a division of the limited liability company, the plan of division shall be adopted in the same manner as is specified in the operating agreement for authorizing a merger or consolidation that involves the limited liability company as a constituent party to the merger or consolidation. If the operating agreement of the dividing company does not specify the manner of adopting a plan of division or authorizing a merger or consolidation that involves the limited liability company as a constituent party and does not prohibit a division of the limited liability company, the adoption of a plan of division shall be authorized by the consent or approval of members who own more than 50% of the then-current percentage or other interest in the profits of the dividing company owned by all of the members. Notwithstanding prior consent or approval, a plan of division may be terminated or amended pursuant to a provision for such termination or amendment contained in the plan of division. (d) Unless otherwise provided in a plan of division, the division of a domestic limited liability company pursuant to this section shall not require such limited liability company to wind up its affairs under K.S.A. 17-76,118 , and amendments thereto, or pay its liabilities and distribute its assets under K.S.A. 17-76,119 , and amendments thereto, and the division shall not constitute a dissolution of such limited liability company. (e) In connection with a division under this section, rights or securities of, or interests in, the dividing company may be exchanged for or converted into cash, property, rights or securities of, or interests in, the surviving company or any resulting company or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, rights or securities of, or interests in, an entity as defined in K.S.A. 17-78-102 , and amendments thereto, that is not a division company, or may be canceled or remain outstanding, if the dividing company is a surviving company. (f) (1) A plan of division adopted in accordance with subsection (c): (A) May effect: (i) Any amendment to the operating agreement of the dividing company if it is a surviving company in the division; or (ii) the adoption of a new operating agreement for the dividing company if it is a surviving company in the division; and (B) shall effect the adoption of an operating agreement for each resulting company. (2) Any amendment to an operating agreement or adoption of a new operating agreement for the dividing company, if it is a surviving company in the division, or adoption of an operating agreement for each resulting company made pursuant to this subsection shall be effective at the effective time or date of the division. Any amendment to an operating agreement or adoption of an operating agreement for the dividing company, if it is a surviving company in the division, shall be effective notwithstanding any provision in the operating agreement of the dividing company relating to amendment or adoption of a new operating agreement, other than a provision that by its terms applies to an amendment to the operating agreement or the adoption of a new operating agreement, in either case, in connection with a division, merger or consolidation. (g) If a domestic limited liability company is dividing under this section, the dividing company shall adopt a plan of division that shall set forth: (1) The terms and conditions of the division, including: (A) Any conversion or exchange of the limited liability company interests of the dividing company into or for limited liability company interests or other securities or obligations of any division company or cash, property, or rights or securities or obligations of or interests in an entity as defined in K.S.A. 17-78-102 , and amendments thereto, that is not a division company, or that the limited liability company interests of the dividing company shall remain outstanding or be canceled, or any combination of the foregoing; and (B) the allocation of assets, property, rights, series, debts, liabilities, and duties of the dividing company among the division companies; (2) the name of each resulting company and, if the dividing company will survive the division, the name of the surviving company; (3) the name and business address of a division contact, which shall have custody of a copy of the plan of division. The division contact, or any successor division contact, shall serve for a period of six years following the effective date of the division. During such six-year period, the division contact shall provide, without cost, to any creditor of the dividing company, within 30 days following the division contact's receipt of a written request from any creditor of the dividing company, the name and business address of the division company to which the claim of such creditor was allocated pursuant to the plan of division; and (4) any other matters that the dividing company determines to include therein. (h) (1) If a domestic limited liability company divides under this section, the dividing company shall file a certificate of division executed by one or more authorized persons on behalf of such dividing company in the office of the secretary of state in accordance with K.S.A. 17-7910 , and amendments thereto, and articles of organization that comply with K.S.A. 17-7673 , and amendments thereto, for each resulting company executed by one or more authorized persons in accordance with K.S.A. 17-7908 (b), and amendments thereto. (2) The certificate of division shall state: (A) The name of the dividing company and, if it has been changed, the name under which its articles of organization were originally filed and whether the dividing company is a surviving company; (B) the name of each division company; (C) the name and business address of the division contact required by subsection (g)(3); (D) the future effective date or time, which shall be a date or time certain, of the division if it is not to be effective upon the filing of the certificate of division; (E) that the division has been consented to or approved in accordance with this section; (F) that the plan of division is on file at a place of business of such division company as is specified therein, and shall state the address thereof; (G) that a copy of the plan of division will be furnished by such division company as is specified therein, on request and without cost, to any member of the dividing company; and (H) any other information that the dividing company determines to include therein. (3) A certificate of division may be amended to change the name or business address of the division contact in a certificate of division or to change information in the certificate of division required by subsection (h)(2)(F). A certificate of division is amended by filing a certificate of amendment of certificate of division for each division company that exists as a limited liability company in the office of the secretary of state. Each certificate of amendment of certificate of division shall include all of the following: (A) The name of the dividing company and, if the name has been changed, the name under which the dividing company's articles of organization were originally filed; (B) the name of the division company to which the amendment to the certificate of division relates; and (C) the amendment to the certificate of division. (4) If the dividing company is a surviving company, a manager of the dividing company or, if there is no manager of the dividing company, any member of the dividing company who becomes aware that the name or business address of the division contact, or information in the certificate of division required by subsection (h)(2)(F), in a certificate of division was false when made or that the name or business address of the division contact, or information in the certificate of division required by subsection (h)(2)(F), in a certificate of division has changed, shall promptly amend the certificate of division. If the dividing company is not a surviving company or no longer exists as a limited liability company, a manager of any resulting company or, if there is no manager of any resulting company, then any member of any resulting company who becomes aware that the name or business address of the division contact, or information in the certificate of division required by subsection (h)(2)(F), in a certificate of division was false when made or that the name or business address of the division contact, or information in the certificate of division required by subsection (h)(2)(F), in a certificate of division has changed, shall promptly amend the certificate of division. This subsection does not apply after the expiration of a period of six years following the effective date of the division. (5) (A) Unless otherwise provided in the plan of division or the certificate of division, each certificate of amendment of certificate of division shall be executed as follows: (i) If the dividing company is a surviving company, by one or more authorized persons on behalf of the dividing company acting on behalf of the division company to which the certificate of amendment of certificate of division relates; and (ii) if the dividing company is not a surviving company or no longer exists as a limited liability company, by one or more authorized persons on behalf of a resulting company acting on behalf of the division company to which the certificate of amendment of certificate of division relates. (B) Each division company is deemed to have consented to the execution of a certificate of amendment of certificate of division under this paragraph. (6) Unless otherwise provided in the Kansas revised limited liability company act or unless a later effective date or time, which shall be a date or time certain, is provided for in the certificate of amendment of certificate of division, a certificate of amendment of certificate of division is effective at the time of its filing with the secretary of state. (7) Subject to the Kansas revised limited liability company act, the secretary of state shall accept the filing of certificates of amendment of certificate of division for all division companies resulting from the same certificates of division if at least one division company is in good standing at the time of such filings. (i) The certificate of division and each articles of organization for each resulting company required by subsection (h) shall be filed simultaneously in the office of the secretary of state and, if such certificate and articles of organization are not to become effective upon their filing, then each such certificate shall provide for the same effective date or time in accordance with K.S.A. 17-7911 , and amendments thereto. Concurrently with the effective date or time of a division, the operating agreement of each resulting company shall become effective. (j) A certificate of division shall act as a certificate of cancellation for a dividing company that is not a surviving company. (k) An operating agreement may provide that a domestic limited liability company shall not have the power to divide as set forth in this section. (l) Upon the division of a domestic limited liability company becoming effective: (1) The dividing company shall be divided into the distinct and independent division companies named in the plan of division, and, if the dividing company is not a surviving company, the existence of the dividing company shall cease. (2) For all purposes of the laws of the state of Kansas, all of the rights, privileges and powers, and all the property, real, personal, and mixed, of the dividing company and all debts due on whatever account to it, as well as all other things and other causes of action belonging to it, shall without further action be allocated to and vested in the applicable division company in such a manner and basis and with such effect as is specified in the plan of division, and the title to any real property or interest therein allocated to and vested in any division company shall not revert or be in any way impaired by reason of the division. (3) Each division company shall, from and after effectiveness of the certificate of division, be liable as a separate and distinct domestic limited liability company for such debts, liabilities and duties of the dividing company as are allocated to such division company pursuant to the plan of division in the manner and on the basis provided in subsection (g)(1)(B). (4) Each of the debts, liabilities and duties of the dividing company shall without further action be allocated to and be the debts, liabilities and duties of such division company as is specified in the plan of division as having such debts, liabilities and duties allocated to it, in such a manner and basis and with such effect as is specified in the plan of division, and no other division company shall be liable therefor, so long as the plan of division does not constitute a fraudulent transfer under applicable law, and all liens upon any property of the dividing company shall be preserved unimpaired, and all debts, liabilities and duties of the dividing company shall remain attached to the division company to which such debts, liabilities and duties have been allocated in the plan of division, and may be enforced against such division company to the same extent as if such debts, liabilities and duties had originally been incurred or contracted by it in its capacity as a domestic limited liability company. (5) In the event that any allocation of assets, debts, liabilities and duties to division companies in accordance with a plan of division is determined by a court of competent jurisdiction to constitute a fraudulent transfer, each division company shall be jointly and severally liable on account of such fraudulent transfer notwithstanding the allocations made in the plan of division, except that the validity and effectiveness of the division are not otherwise affected thereby. (6) Debts and liabilities of the dividing company that are not allocated by the plan of division shall be the joint and several debts and liabilities of all of the division companies. (7) It shall not be necessary for a plan of division to list each individual asset, property, right, series, debt, liability or duty of the dividing company to be allocated to a division company so long as the assets, property, rights, series, debts, liabilities or duties so allocated are reasonably identified by any method where the identity of such assets, property, rights, series, debts, liabilities or duties is objectively determinable. (8) The rights, privileges, powers, and interests in property of the dividing company that have been allocated to a division company, as well as the debts, liabilities and duties of the dividing company that have been allocated to such division company pursuant to a plan of division, shall remain vested in each such division company and shall not be deemed, as a result of the division, to have been assigned or transferred to such division company for any purpose of the laws of the state of Kansas. (9) Any action or proceeding pending against a dividing company may be continued against the surviving company, if any, as if the division did not occur, but subject to paragraph (4), and against any resulting company to which the asset, property, right, series, debt, liability or duty associated with such action or proceeding was allocated pursuant to the plan of division by adding or substituting such resulting company as a party in the action or proceeding. (m) In applying the provisions of the Kansas revised limited liability company act on distributions, a direct or indirect allocation of property or liabilities in a division is not deemed a distribution. (n) The provisions of this section shall not be construed to limit the means of accomplishing a division by any other means provided for in an operating agreement or other agreement or as otherwise permitted by the Kansas revised limited liability company act or as otherwise permitted by law. (o) All limited liability companies formed on and after July 1, 2019, shall be governed by this section. All limited liability companies formed prior to July 1, 2019, shall be governed by this section, except that if the dividing company is a party to any written contract, indenture or other agreement entered into prior to July 1, 2019, that, by its terms, restricts, conditions or prohibits the consummation of a merger or consolidation by the dividing company with or into another party, or the transfer of assets by the dividing company to another party, then such restriction, condition or prohibition shall be deemed to apply to a division as if it were a merger, consolidation or transfer of assets, as applicable. L. 2019, ch. 47, § 2; L. 2025, ch. 95, § 9; July 1.

K.S.A. 17-7686 Admission of members.

17-7686. Admission of members. (a) In connection with the formation of a limited liability company, a person is admitted as a member of the limited liability company upon the later to occur of: (1) The formation of the limited liability company; or (2) the time provided in and upon compliance with the operating agreement or, if the operating agreement does not so provide, when the person's admission is reflected in the records of the limited liability company or as otherwise provided in the operating agreement. (b) After the formation of a limited liability company, a person is admitted as a member of the limited liability company: (1) In the case of a person who is not an assignee of a limited liability company interest, including a person acquiring a limited liability company interest directly from the limited liability company and a person to be admitted as a member of the limited liability company without acquiring a limited liability company interest in the limited liability company at the time provided in and upon compliance with the operating agreement or, if the operating agreement does not so provide, upon the consent of all members or as otherwise provided in the operating agreement; (2) in the case of an assignee of a limited liability company interest, as provided in subsection (a) of K.S.A. 17-76,114 , and amendments thereto; (3) unless otherwise provided in an agreement of merger or consolidation, in the case of a person acquiring a limited liability company interest in a surviving or resulting limited liability company pursuant to a merger or consolidation approved in accordance with K.S.A. 17-7681 (a), and amendments thereto, at the time provided in and upon compliance with the operating agreement of the surviving or resulting limited liability company; and in the case of a person being admitted as a member of a limited liability company pursuant to a merger or consolidation in which such limited liability company is not the surviving or resulting limited liability company in the merger or consolidation, as provided in the operating agreement of such limited liability company; or (4) in the case of a person being admitted as a member of a division company pursuant to a division approved in accordance with K.S.A. 17-7685a (c), and amendments thereto, as provided in the operating agreement of such division company or in the plan of division, and in the event of any inconsistency, the terms of the plan of division shall control; and in the case of a person being admitted as a member of a limited liability company pursuant to a division in which such limited liability company is not a division company in the division, as provided in the operating agreement of such limited liability company. (c) A person may be admitted to a limited liability company as a member of the limited liability company and may receive a limited liability company interest in the limited liability company without making a contribution or being obligated to make a contribution to the limited liability company. Unless otherwise provided in an operating agreement, a person may be admitted to a limited liability company as a member of the limited liability company without acquiring a limited liability company interest in the limited liability company. Unless otherwise provided in an operating agreement, a person may be admitted as the sole member of a limited liability company without making a contribution or being obligated to make a contribution to the limited liability company or without acquiring a limited liability company interest in the limited liability company. (d) Unless otherwise provided in an operating agreement or another agreement, a member shall have no preemptive right to subscribe to any additional issue of limited liability company interests or another interest in a limited liability company. L. 1999, ch. 119, § 25; L. 2014, ch. 40, § 20; L. 2025, ch. 95, § 10; July 1.

K.S.A. 17-7687 Classes; voting; meetings of members; amendment of operating agreement.

17-7687. Classes; voting; meetings of members; amendment of operating agreement. (a) An operating agreement may provide for classes or groups of members having such relative rights, powers and duties as the operating agreement may provide, and may make provision for the future creation in the manner provided in the operating agreement of additional classes or groups of members having such relative rights, powers and duties as may from time to time be established, including rights, powers and duties senior to existing classes and groups of members. An operating agreement may provide for the taking of an action, including the amendment of the operating agreement, without the vote, consent or approval of any member or class or group of members, including an action to create under the provisions of the operating agreement a class or group of limited liability company interests that was not previously outstanding. An operating agreement may provide that any member or class or group of members shall have no voting rights. (b) An operating agreement may grant to all or certain identified members or a specified class or group of the members the right to vote separately or with all or any class or group of the members or managers, on any matter. Voting by members may be on a per capita, number, financial interest, class, group or any other basis. (c) An operating agreement may set forth provisions relating to notice of the time, place or purpose of any meeting at which any matter is to be voted on by any members, waiver of any such notice, action by consent or approval without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, or any other matter with respect to the exercise of any such right to vote. (d) Unless otherwise provided in an operating agreement, meetings of members may be held by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this subsection shall constitute presence in person at the meeting. Unless otherwise provided in an operating agreement, on any matter that is to be voted on, consented to or approved by members, the members may take such action without a meeting, without prior notice and without a vote, if consented to or approved, in writing, by electronic transmission, or by any other means permitted by law, by members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all members entitled to vote thereon were present and voted. Unless otherwise provided in an operating agreement, if a person, whether or not then a member, consents to or approves as a member any matter and provides that such consent or approval will be effective at a future time, including a time determined upon the happening of an event, then such person shall be deemed to have consented or approved as a member at such future time so long as such person is then a member. Unless otherwise provided in an operating agreement, on any matter that is to be voted on by members, the members may vote in person or by proxy, and such proxy may be granted in writing, by means of electronic transmission or as otherwise permitted by applicable law. Unless otherwise provided in an operating agreement, a consent or approval transmitted by electronic transmission by a member or by a person or persons authorized to act for a member shall be deemed to be written and signed for purposes of this subsection. (e) Unless otherwise provided in the operating agreement or in the Kansas revised limited liability company act, every member holding an interest in profits shall be entitled to vote. (f) If an operating agreement provides for the manner in which it may be amended, including by requiring the approval or consent of a person who is not a party to the operating agreement or the satisfaction of conditions, it may be amended only in that manner or as otherwise permitted by law, including as permitted by K.S.A. 17-7681 (d), and amendments thereto, provided that the approval or consent of any person may be waived by such person and that any such conditions may be waived by all persons for whose benefit such conditions were intended. Unless otherwise provided in an operating agreement, a supermajority amendment provision shall only apply to provisions of the operating agreement that are expressly included in the operating agreement. As used in this section, "supermajority amendment provision" means any amendment provision set forth in an operating agreement requiring that an amendment to a provision of the operating agreement be adopted by no less than the vote or consent or approval required to take action under such latter provision. (g) If an operating agreement does not provide for the manner in which it may be amended, the operating agreement may be amended with the approval or consent of all of the members or as otherwise permitted by law, including as permitted by K.S.A. 17-7681 (d), and amendments thereto. This subsection shall only apply to a limited liability company whose original articles of organization were filed with the secretary of state on or after July 1, 2014. L. 1999, ch. 119, § 26; L. 2014, ch. 40, § 21; L. 2019, ch. 47, § 23; L. 2025, ch. 95, § 11; July 1. Source or Prior Law: 17-7612, 17-7630.

K.S.A. 17-7688 Liability to third parties.

17-7688. Liability to third parties. (a) Except as otherwise provided by this act, the debts, obligations and liabilities of a limited liability company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the limited liability company, and no member or manager of a limited liability company shall be obligated personally for any such debt, obligation or liability of the limited liability company solely by reason of being a member or acting as a manager of the limited liability company. (b) Notwithstanding the provisions of subsection (a), under an operating agreement or under another agreement, a member or manager may agree to be obligated personally for any or all of the debts, obligations and liabilities of the limited liability company. L. 1999, ch. 119, § 27; L. 2014, ch. 40, § 22; July 1. Source or Prior Law: 17-7631. Law Review and Bar Journal References: "Conflict of Laws in Kansas: A Guide to Navigating the Dismal Swamp," Terri Savely Bezek, 71 J.K.B.A. No. 8, 21 (2002).

K.S.A. 17-7689 Events; ceasing membership of a limited liability company.

17-7689. Events; ceasing membership of a limited liability company. A person ceases to be a member of a limited liability company upon the happening of any of the following events: (a) Unless otherwise provided in an operating agreement, or with the consent or approval of all members, a member: (1) Makes an assignment for the benefit of creditors; (2) files a voluntary petition in bankruptcy; (3) is adjudged a bankrupt or insolvent, or has entered against the member an order for relief, in any bankruptcy or insolvency proceeding; (4) files a petition or answer seeking for the member any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; (5) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the member in any proceeding of this nature; (6) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the member or of all or any substantial part of the member's properties; or (b) unless otherwise provided in an operating agreement, or with the consent or approval of all members, 120 days after the commencement of any proceeding against the member seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, if the proceeding has not been dismissed, or if within 90 days after the appointment without the member's consent or acquiescence of a trustee, receiver or liquidator of the member or of all or any substantial part of the member's properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated. L. 1999, ch. 119, § 28; L. 2014, ch. 40, § 23; L. 2019, ch. 47, § 24; July 1.

K.S.A. 17-7690 Access to and confidentiality of information; records; action to enforce rights; restriction of rights.

17-7690. Access to and confidentiality of information; records; action to enforce rights; restriction of rights. (a) Each member of a limited liability company, in person or by attorney or other agent, has the right, subject to such reasonable standards, including standards governing what information, including books, records and other documents, is to be furnished at what time and location and at whose expense, as may be set forth in an operating agreement or otherwise established by the manager or, if there is no manager, then by the members, to obtain from the limited liability company from time to time upon reasonable demand for any purpose reasonably related to the member's interest as a member of the limited liability company: (1) True and full information regarding the status of the business and financial condition of the limited liability company; (2) promptly after becoming available, a copy of the limited liability company's federal, state and local income tax returns for each year; (3) a current list of the name and last known business, residence or mailing address of each member and manager; (4) a copy of any written operating agreement and articles of organization and all amendments thereto, together with executed copies of any written powers of attorney pursuant to which the operating agreement and any certificate and all amendments thereto have been executed; (5) true and full information regarding the amount of cash and a description and statement of the agreed value of any other property or services contributed by each member and which each member has agreed to contribute in the future, and the date on which each became a member; and (6) other information regarding the affairs of the limited liability company as is just and reasonable. (b) Each manager shall have the right to examine all of the information described in subsection (a) for a purpose reasonably related to the position of manager. (c) The manager of a limited liability company shall have the right to keep confidential from the members, for such period of time as the manager deems reasonable, any information that the manager reasonably believes to be in the nature of trade secrets or other information the disclosure of which the manager in good faith believes is not in the best interest of the limited liability company or could damage the limited liability company or its business or which the limited liability company is required by law or by agreement with a third party to keep confidential. (d) A limited liability company may maintain its books, records and other documents in other than paper form, including on, by means of, or in the form of any information storage device, method, or one or more electronic networks or databases, including one or more distributed electronic networks or databases, if such form is capable of conversion into paper form within a reasonable time. (e) Any demand under this section shall be in writing and shall state the purpose of such demand. In every instance where an attorney or other agent is the person who seeks the right to obtain the information described in subsection (a), the demand shall be accompanied by a power of attorney or such other writing that authorizes the attorney or other agent to so act on behalf of the member. (f) Any action to enforce any right arising under this section shall be brought in the district court. If the limited liability company refuses to permit a member, or attorney or other agent acting for the member, to obtain or a manager to examine the information described in subsection (a) or does not reply to the demand that has been made within five business days, or such shorter or longer period of time as is provided for in an operating agreement, but not longer than 30 business days, after the demand has been made, the demanding member or manager may apply to the district court for an order to compel such disclosure. The district court may summarily order the limited liability company to permit the demanding member to obtain or manager to examine the information described in subsection (a) and to make copies or abstracts therefrom, or the district court may summarily order the limited liability company to furnish to the demanding member or manager the information described in subsection (a) on the condition that the demanding member or manager first pay to the limited liability company the reasonable cost of obtaining and furnishing such information and on such other conditions as the district court deems appropriate. When a demanding member seeks to obtain or a manager seeks to examine the information described in subsection (a), the demanding member or manager shall first establish: (1) That the demanding member or manager has complied with the provisions of this section respecting the form and manner of making demand for obtaining or examining of such information; and (2) that the information the demanding member or manager seeks is reasonably related to the member's interest as a member or the manager's position as a manager, as the case may be. The district court may, in its discretion, prescribe any limitations or conditions with reference to the obtaining or examining of information, or award such other or further relief as the district court may deem just and proper. The district court may order books, records and other documents, pertinent extracts therefrom, or duly authenticated copies thereof, to be brought within the state of Kansas and kept in the state of Kansas upon such terms and conditions as the order may prescribe. (g) If a member is entitled to obtain information under the Kansas revised limited liability company act or an operating agreement for a purpose reasonably related to the member's interest as a member or other stated purpose, the member's right shall be to obtain such information as is necessary and essential to achieving that purpose. The rights of a member or manager to obtain or examine information as provided in this section may be expanded or restricted in an original operating agreement or in any subsequent amendment consented to, approved or adopted by all of the members or in compliance with any applicable requirements of the operating agreement. The provisions of this subsection shall not be construed to limit the ability to expand or restrict the rights of a member or manager to obtain or examine information by any other means permitted by law. (h) A limited liability company shall maintain a current record that identifies the name and last known business, residence, or mailing address of each member and manager. L. 1999, ch. 119, § 29; L. 2014, ch. 40, § 24; L. 2019, ch. 47, § 25; L. 2025, ch. 95, § 12; July 1.

K.S.A. 17-7691 Remedies for breach of operating agreement by member.

17-7691. Remedies for breach of operating agreement by member. An operating agreement may provide that: (a) A member who fails to perform in accordance with, or to comply with the terms and conditions of, the operating agreement shall be subject to specified penalties or specified consequences; and (b) at the time or upon the happening of events specified in the operating agreement, a member shall be subject to specified penalties or specified consequences. Such specified penalties or specified consequences may include and take the form of any penalty or consequence set forth in subsection (c) of K.S.A. 17-76,100 , and amendments thereto. L. 1999, ch. 119, § 30; L. 2014, ch. 40, § 25; July 1.

K.S.A. 17-7692 Admission of managers.

17-7692. Admission of managers. A person may be named or designated as a manager of the limited liability company as provided in K.S.A. 17-7663 , and amendments thereto. L. 1999, ch. 119, § 31; January 1, 2000.

K.S.A. 17-7693 Management of limited liability company.

17-7693. Management of limited liability company. Unless otherwise provided in an operating agreement, the management of a limited liability company shall be vested in its members in proportion to the then current percentage or other interest of members in the profits of the limited liability company owned by all of the members, the decision of members owning more than 50% of the then current percentage or other interest in the profits controlling, except that if an operating agreement provides for the management, in whole or in part, of a limited liability company by a manager, the management of the limited liability company, to the extent so provided, shall be vested in the manager who shall be chosen in the manner provided in the operating agreement. The manager shall also hold the offices and have the responsibilities accorded to the manager by or in the manner provided in an operating agreement. Subject to K.S.A. 17-76,105 , and amendments thereto, a manager shall cease to be a manager as provided in an operating agreement. A limited liability company may have more than one manager. L. 1999, ch. 119, § 32; L. 2014, ch. 40, § 26; July 1. Source or Prior Law: 17-7614. Law Review and Bar Journal References: "Fiduciary Duties in Business Entities," Edwin W. Hecker, Jr., 54 K.L.R. 975 (2006). CASE ANNOTATIONS 1. A limited liability company may be managed by its members or by a manager. In re Metcalf Assocs.-2000, 42 Kan. App. 2d 412, 213 P.3d 751 (2009).

K.S.A. 17-7694 Contributions by a manager.

17-7694. Contributions by a manager. A manager of a limited liability company may make contributions to the limited liability company and share in the profits and losses of, and in distributions from, the limited liability company as a member. A person who is both a manager and a member has the rights and powers, and is subject to the restrictions and liabilities, of a manager and, except as provided in an operating agreement, also has the rights and powers, and is subject to the restrictions and liabilities, of a member to the extent of the manager's participation in the limited liability company as a member. L. 1999, ch. 119, § 33; January 1, 2000.

K.S.A. 17-7695 Classes and voting; meetings of managers.

17-7695. Classes and voting; meetings of managers. (a) An operating agreement may provide for classes or groups of managers having such relative rights, powers and duties as the operating agreement may provide, and may make provision for the future creation in the manner provided in the operating agreement of additional classes or groups of managers having such relative rights, powers and duties as may from time to time be established, including rights, powers and duties senior to existing classes and groups of managers. An operating agreement may provide for the taking of an action, including the amendment of the operating agreement, without the vote, consent or approval of any manager or class or group of managers, including an action to create under the provisions of the operating agreement a class or group of limited liability company interests that was not previously outstanding. (b) An operating agreement may grant to all or certain identified managers or a specified class or group of the managers the right to vote, separately or with all or any class or group of managers or members, on any matter. Voting by managers may be on a per capita, number, financial interest, class, group or any other basis. Unless otherwise provided in an operating agreement, if more than one manager is appointed, all managers shall have an equal vote per capita. (c) An operating agreement may set forth provisions relating to notice of the time, place or purpose of any meeting at which any matter is to be voted on by any manager or class or group of managers, waiver of any such notice, action by consent or approval without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, or any other matter with respect to the exercise of any such right to vote. (d) Unless otherwise provided in an operating agreement, meetings of managers may be held by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this subsection shall constitute presence in person at the meeting. Unless otherwise provided in an operating agreement, on any matter that is to be voted on, consented to or approved by the managers, the managers may take such action without a meeting, without prior notice and without a vote, if consented to or approved, in writing, by electronic transmission, or by any other means permitted by law, by managers having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all managers entitled to vote thereon were present and voted. Unless otherwise provided in an operating agreement, if a person, whether or not then a manager, consents to or approves as a manager any matter and provides that such consent or approval will be effective at a future time, including a time determined upon the happening of an event, then such person shall be deemed to have consented or approved as a manager at such future time, so long as such person is then a manager. Unless otherwise provided in an operating agreement, on any matter that is to be voted on by managers, the managers may vote in person or by proxy, and such proxy may be granted in writing, by means of electronic transmission or as otherwise permitted by applicable law. Unless otherwise provided in an operating agreement, a consent or approval transmitted by electronic transmission by a manager or by a person or persons authorized to act for a manager shall be deemed to be written and signed for purposes of this subsection. L. 1999, ch. 119, § 34; L. 2014, ch. 40, § 27; L. 2019, ch. 47, § 26; L. 2025, ch. 95, § 13; July 1. Source or Prior Law: 17-7630.

K.S.A. 17-7696 Remedies for breach of operating agreement by manager.

17-7696. Remedies for breach of operating agreement by manager. An operating agreement may provide that: (a) A manager who fails to perform in accordance with, or to comply with the terms and conditions of, the operating agreement shall be subject to specified penalties or specified consequences; and (b) at the time or upon the happening of events specified in the operating agreement, a manager shall be subject to specified penalties or specified consequences. L. 1999, ch. 119, § 35; January 1, 2000.

K.S.A. 17-7697 Reliance on reports and information by member, manager or liquidating trustee.

17-7697. Reliance on reports and information by member, manager or liquidating trustee. A member, manager or liquidating trustee of a limited liability company shall be fully protected in relying in good faith upon the records of the limited liability company and upon information, opinions, reports or statements presented by another manager, member or liquidating trustee, an officer or employee of the limited liability company, or committees of the limited liability company, members or managers, or by any other person as to matters the member, manager or liquidating trustee reasonably believes are within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the limited liability company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the limited liability company, or the value and amount of assets or reserves or contracts, agreements or other undertakings that would be sufficient to pay claims and obligations of the limited liability company or to make reasonable provision to pay such claims and obligations, or any other facts pertinent to the existence and amount of assets from which distributions to members or creditors might properly be paid. L. 1999, ch. 119, § 36; L. 2014, ch. 40, § 28; July 1. Law Review and Bar Journal References: "Fiduciary Duties in Business Entities," Edwin W. Hecker, Jr., 54 K.L.R. 975 (2006).

K.S.A. 17-7698 Delegation of rights, powers and duties to manage and control business and affairs by member or manager.

17-7698. Delegation of rights, powers and duties to manage and control business and affairs by member or manager. Unless otherwise provided in the operating agreement, a member or manager of a limited liability company has the power and authority to delegate to one or more other persons any or all of the member's or manager's, as the case may be, rights, powers and duties to manage and control the business and affairs of the limited liability company. Any such delegation may be made irrespective of whether the member or manager has a conflict of interest with respect to the matter as to which its rights, powers or duties are being delegated, and the person or persons to whom any such rights, powers or duties are being delegated shall not be deemed conflicted solely by reason of the conflict of interest of the member or manager. Any such delegation may be to agents, officers and employees of a member or manager or the limited liability company, and by a management agreement or another agreement with, or otherwise to, other persons, including a committee of one or more persons. Unless otherwise provided in the operating agreement, such delegation by a member or manager shall be irrevocable if it states that it is irrevocable. Unless otherwise provided in the operating agreement, such delegation by a member or manager of a limited liability company shall not cause the member or manager to cease to be a member or manager, as the case may be, of the limited liability company or cause the person to whom any such rights, powers and duties have been delegated to be a member or manager, as the case may be, of the limited liability company. No other provision of the Kansas revised limited liability company act or other law shall be construed to restrict a member's or manager's power and authority to delegate any or all of its rights, powers, and duties to manage and control the business and affairs of the limited liability company. L. 1999, ch. 119, § 37; L. 2014, ch. 40, § 29; L. 2019, ch. 47, § 27; L. 2025, ch. 95, § 14; July 1.

K.S.A. 17-7699 Form of contribution.

17-7699. Form of contribution. The contribution of a member to a limited liability company may be in cash, property or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services. L. 1999, ch. 119, § 38; January 1, 2000. Source or Prior Law: 17-7602.
Source: Kansas Office of Revisor of Statutes (ksrevisor.gov)URL: https://www.ksrevisor.gov/statutes/ksa_ch17.htmlFetched: 10/20/2026

Starting a business in Kansas? Kansas LLC guide: costs and requirements