17-7601.

History: L. 1990, ch. 80, § 1; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.

17-7602, 17-7603.

History: L. 1990, ch. 80, §§ 2, 3; L. 1991, ch. 76, §§ 12, 13; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.

17-7604.

History: L. 1990, ch. 80, § 4; L. 1991, ch. 76, § 14; L. 1998, ch. 121, § 6; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.

17-7605.

History: L. 1990, ch. 80, § 5; L. 1991, ch. 76, § 15; L. 1998, ch. 36, § 1; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.

17-7606.

History: L. 1990, ch. 80, § 6; L. 1991, ch. 76, § 16; L. 1994, ch. 140, § 12; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.

17-7607.

History: L. 1990, ch. 80, § 7; L. 1991, ch. 76, § 17; L. 1998, ch. 121, § 7; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.

17-7608.

History: L. 1990, ch. 80, § 8; L. 1998, ch. 121, § 8; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.

17-7609.

History: L. 1990, ch. 80, § 9; L. 1991, ch. 76, § 18; L. 1993, ch. 97, § 1; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.

17-7610.

History: L. 1990, ch. 80, § 10; L. 1991, ch. 76, § 19; L. 1994, ch. 182, § 3; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.

17-7611.

History: L. 1990, ch. 80, § 11; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.

17-7612, 17-7613.

History: L. 1990, ch. 80, §§ 12, 13; L. 1991, ch. 76, §§ 20, 21; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.

17-7614, 17-7615.

History: L. 1990, ch. 80, §§ 14, 15; L. 1991, ch. 76, §§ 22, 23; L. 1993, ch. 97, §§ 2, 3; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.

17-7616.

History: L. 1990, ch. 80, § 16; L. 1993, ch. 97, § 4; L. 1997, ch. 55, § 1; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.

17-7617.

History: L. 1990, ch. 80, § 17; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.

17-7618.

History: L. 1990, ch. 80, § 18; L. 1995, ch. 245, § 15; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.

17-7619.

History: L. 1990, ch. 80, § 19; L. 1993, ch. 97, § 5; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.

17-7620.

History: L. 1990, ch. 80, § 20; L. 1991, ch. 76, § 24; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.

17-7621.

History: L. 1990, ch. 80, § 21; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.

17-7622.

History: L. 1990, ch. 80, § 22; L. 1995, ch. 245, § 16; L. 1998, ch. 36, § 3; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.

17-7623, 17-7624.

History: L. 1990, ch. 80, §§ 23, 24; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.

17-7625.

History: L. 1990, ch. 80, § 25; L. 1991, ch. 76, § 25; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.

17-7626 through 17-7628.

History: L. 1990, ch. 80, §§ 26–28; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.

17-7629.

History: L. 1990, ch. 80, § 29; L. 1991, ch. 76, § 26; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.

17-7630.

History: L. 1990, ch. 80, § 30; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.

17-7631.

History: L. 1990, ch. 80, § 31; L. 1991, ch. 76, § 27; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.

17-7632, 17-7633.

History: L. 1990, ch. 80, §§ 32, 33; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.

17-7634.

History: L. 1990, ch. 80, § 34; L. 1993, ch. 97, § 6; L. 1994, ch. 182, § 4; L. 1996, ch. 135, § 5; L. 1999, ch. 41, § 13; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.

17-7635, 17-7636.

History: L. 1990, ch. 80, §§ 35, 36; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.

17-7637.

History: L. 1990, ch. 80, § 37; L. 1993, ch. 97, § 7; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.

17-7638 through 17-7645.

History: L. 1990, ch. 80, §§ 38–45; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.

17-7646.

History: L. 1990, ch. 80, § 46; L. 1993, ch. 97, § 8; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.

17-7647.

History: L. 1990, ch. 80, § 47; L. 1994, ch. 182, § 8; L. 1997, ch. 106, § 5; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.

17-7648.

History: L. 1990, ch. 80, § 48; L. 1997, ch. 106, § 6; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.

17-7649.

History: L. 1990, ch. 80, § 49; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.

17-7650.

History: L. 1990, ch. 80, § 50; L. 1995, ch. 245, § 17; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.

17-7651.

History: L. 1990, ch. 80, § 51; Repealed, L. 1991, ch. 76, § 29; July 1.

17-7652.

History: L. 1993, ch. 97, § 9; L. 1999, ch. 41, § 7; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.

17-7653.

History: L. 1995, ch. 245, § 1; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.

17-7654.

History: L. 1995, ch. 245, § 2; L. 1996, ch. 135, § 6; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.

17-7655, 17-7656.

History: L. 1995, ch. 245, §§ 3, 4; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.

17-7657 through 17-7661.

History: L. 1998, ch. 121, §§ 1–5; Repealed, L. 1999, ch. 152, § 3; January 1, 2000.

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.

History: L. 1999, ch. 119, § 1; L. 2014, ch. 40, § 1; L. 2019, ch. 47, § 13; L. 2025, ch. 95, § 3; July 1.

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.

History: 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.

17-7664.

History: L. 1999, ch. 119, § 3; L. 2014, ch. 40, § 3; Repealed, L. 2015, ch. 65, § 24; July 1.

17-7665.

History: L. 1999, ch. 119, § 4; Repealed, L. 2014, ch. 121, § 46; January 1, 2015.

17-7666.

History: L. 1999, ch. 119, § 5; L. 2007, ch. 81, § 8; L. 2014, ch. 40, § 4; Repealed, L. 2015, ch. 65, § 24; July 1.

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.

History: L. 1999, ch. 119, § 6; L. 2000, ch. 172, § 3; July 1.

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.

History: L. 1999, ch. 119, § 7; L. 2014, ch. 40, § 5; L. 2021, ch. 11, § 2; L. 2025, ch. 95, § 5; July 1.

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.

History: L. 1999, ch. 119, § 8; January 1, 2000.

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.

History: L. 1999, ch. 119, § 9; L. 2014, ch. 40, § 6; L. 2025, ch. 95, § 6; July 1.

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.

History: L. 1999, ch. 119, § 10; L. 2014, ch. 40, § 7; July 1.

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.

History: L. 1999, ch. 119, § 11; L. 2014, ch. 40, § 8; July 1.

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.

History: L. 1999, ch. 119, § 12; L. 2014, ch. 40, § 9; L. 2015, ch. 65, § 4; L. 2019, ch. 47, § 15; July 1.

17-7673a.

History: L. 1999, ch. 119, § 12; L. 2014, ch. 121, § 42; Repealed, L. 2015, ch. 100, § 17; July 1.

17-7673b.

History: L. 1999, ch. 119, § 12; L. 2014, ch. 40, § 9; L. 2015, ch. 100, § 5; Repealed, L. 2016, ch. 68, § 2; July 1.

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.

History: L. 1999, ch. 119, § 13; L. 2014, ch. 40, § 10; L. 2015, ch. 65, § 5; July 1.

17-7674a.

History: L. 1999, ch. 119, § 13; L. 2014, ch. 121, § 43; Repealed, L. 2015, ch. 100, § 17; July 1.

17-7674b.

History: L. 1999, ch. 119, § 13; L. 2014, ch. 40, § 10; L. 2015, ch. 100, § 6; Repealed, L. 2016, ch. 68, § 2; July 1.

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.

History: 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.

17-7676.

History: L. 1999, ch. 119, § 15; L. 2014, ch. 40, § 12; Repealed, L. 2015, ch. 65, § 24; July 1.

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.

History: L. 2019, ch. 47, § 1; July 1.

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.

History: L. 1999, ch. 119, § 16; L. 2014, ch. 40, § 13; L. 2015, ch. 65, § 7; July 1.

17-7677a.

History: L. 1999, ch. 119, § 16; L. 2014, ch. 121, § 44; Repealed, L. 2015, ch. 100, § 17; July 1.