reglab/housing_qa huggingface dataset:
KS Stat § 17-76,106 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 76 - Limited Liability Companies|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.History: L. 1999, ch. 119, § 45; L. 2014, ch. 40, § 34; L. 2019, ch. 47, § 28; July 1.
KS Stat § 17-76,107 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 76 - Limited Liability Companies|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.History: L. 1999, ch. 119, § 46; L. 2014, ch. 40, § 35; July 1.
KS Stat § 17-76,108 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 76 - Limited Liability Companies|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.History: L. 1999, ch. 119, § 47; January 1, 2000.
KS Stat § 17-76,109 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 76 - Limited Liability Companies|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.History: L. 1999, ch. 119, § 48; January 1, 2000.
KS Stat § 17-76,110 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 76 - Limited Liability Companies|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.History: L. 1999, ch. 119, § 49; L. 2014, ch. 40, § 36; July 1.
KS Stat § 17-76,111 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 76 - Limited Liability Companies|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.History: L. 1999, ch. 119, § 50; January 1, 2000.
KS Stat § 17-76,113 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 76 - Limited Liability Companies|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.History: L. 1999, ch. 119, § 52; L. 2014, ch. 40, § 38; L. 2019, ch. 47, § 30; July 1.
KS Stat § 17-76,114 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 76 - Limited Liability Companies|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.History: L. 1999, ch. 119, § 53; L. 2014, ch. 40, § 39; L. 2019, ch. 47, § 31; July 1.
KS Stat § 17-76,115 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 76 - Limited Liability Companies|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.History: L. 1999, ch. 119, § 54; L. 2014, ch. 40, § 40; July 1.
KS Stat § 17-76,118 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 76 - Limited Liability Companies|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.History: L. 1999, ch. 119, § 57; L. 2014, ch. 40, § 43; L. 2019, ch. 47, § 33; July 1.
KS Stat § 17-76,126 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 76 - Limited Liability Companies|17-76,126 Same; maintenance of action or suit by foreign limited liability company not registered; effect of failure to register.

17-76,126. Same; 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.History: L. 1999, ch. 119, § 65; L. 2014, ch. 40, § 51; July 1.
KS Stat § 17-76,128 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 76 - Limited Liability Companies|17-76,128 Execution; liability.

17-76,128. Execution; liability. K.S.A. 2021 Supp. 17-7909(b), and amendments thereto, shall be applicable to foreign limited liability companies as if they were domestic limited liability companies.History: L. 1999, ch. 119, § 67; L. 2014, ch. 40, § 53; L. 2015, ch. 65, § 10; July 1.
KS Stat § 17-76,129 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 76 - Limited Liability Companies|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.History: L. 1999, ch. 119, § 68; January 1, 2000.
KS Stat § 17-76,130 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 76 - Limited Liability Companies|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.History: L. 1999, ch. 119, § 69; L. 2014, ch. 40, § 54; July 1.
KS Stat § 17-76,131 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 76 - Limited Liability Companies|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.History: L. 1999, ch. 119, § 70; L. 2014, ch. 40, § 55; July 1.
KS Stat § 17-76,132 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 76 - Limited Liability Companies|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.History: L. 1999, ch. 119, § 71; January 1, 2000.
KS Stat § 17-76,133 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 76 - Limited Liability Companies|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.History: L. 1999, ch. 119, § 72; L. 2014, ch. 40, § 56; July 1.
KS Stat § 17-76,134 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 76 - Limited Liability Companies|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.History: L. 1999, ch. 119, § 73; L. 2014, ch. 40, § 57; July 1.
KS Stat § 17-76,135 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 76 - Limited Liability Companies|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.History: L. 1999, ch. 119, § 74; L. 2019, ch. 47, § 34; July 1.