reglab/statecodes huggingface dataset:
2023 Kansas Statutes › Chapter 17 - Corporations › Article 72a - Public Benefit Corporations › 17-72a01 Law applicable to public benefit corporations; how formed.

17-72a01. Law applicable to public benefit corporations; how formed.
K.S.A. 17-72a01 through 17-72a09, and amendments thereto, apply to all public benefit corporations, as defined in K.S.A. 17-72a02, and amendments thereto. If a corporation elects to become a public benefit corporation under K.S.A. 17-72a01 through 17-72a09, and amendments thereto, in the manner prescribed in K.S.A. 17-72a01 through 17-72a09, and amendments thereto, it shall be subject in all respects to the provisions of the Kansas general corporation code, except to the extent K.S.A. 17-72a01 through 17-72a09, and amendments thereto, impose additional or different requirements, in which case such requirements shall apply.
History:
L. 2017, ch. 71, § 1; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 72a - Public Benefit Corporations › 17-72a02 Public benefit corporation defined; contents of certificate of incorporation.

17-72a02. Public benefit corporation defined; contents of certificate of incorporation.
(a) A "public benefit corporation" is a for-profit corporation organized under and subject to the requirements of the Kansas general corporation code that is intended to produce a public benefit or public benefits and to operate in a responsible and sustainable manner. To that end, a public benefit corporation shall be managed in a manner that balances the stockholders' pecuniary interests, the best interests of those materially affected by the corporation's conduct and the public benefit or public benefits identified in its articles of incorporation. In the articles of incorporation, a public benefit corporation shall:
(1) Identify within its statement of business or purpose pursuant to K.S.A. 17-6002(a)(3), and amendments thereto, one or more specific public benefits to be promoted by the corporation; and
(2) state within its heading the name of the corporation and that it is a public benefit corporation pursuant to K.S.A. 17-7919(b), and amendments thereto.
(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 stockholders in their capacities as stockholders, 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 incorporation contemplated by this section.
(c) If the name of a public benefit corporation does not contain language stated in K.S.A. 17-7919(b)(1) through (4), and amendments thereto, the corporation shall, prior to issuing unissued shares of stock or disposing of treasury shares, provide notice to any person to whom such stock is issued or who acquires such treasury shares that it is a public benefit corporation; but such notice need not be provided if the issuance or disposal 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 or disposal, the corporation has a class of securities that is registered under the securities exchange act of 1934, 15 U.S.C. § 78a et seq.
History:
L. 2017, ch. 71, § 2; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 72a - Public Benefit Corporations › 17-72a04 Stock certificates; notices regarding uncertificated stock.

17-72a04. Stock certificates; notices regarding uncertificated stock.
Any stock certificate issued by a public benefit corporation shall note conspicuously that the corporation is a public benefit corporation formed pursuant to K.S.A. 17-72a01 through 17-72a09, and amendments thereto. Any notice given by a public benefit corporation pursuant to K.S.A. 17-6401(f), and amendments thereto, shall state conspicuously that the corporation is a public benefit corporation formed pursuant to K.S.A. 17-72a01 through 17-72a09, and amendments thereto.
History:
L. 2017, ch. 71, § 4; L. 2023, ch. 66, § 43; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 72a - Public Benefit Corporations › 17-72a05 Duties of directors.

17-72a05. Duties of directors.
(a) The board of directors shall manage or direct the business and affairs of the public benefit corporation in a manner that balances the pecuniary interests of the stockholders, the best interests of those materially affected by the corporation's conduct and the specific public benefit or public benefits identified in its articles of incorporation.
(b) A director of a public benefit corporation shall not, by virtue of the public benefit provisions or K.S.A. 17-72a02(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 identified in the articles of incorporation or on account of any interest materially affected by the corporation's conduct and, with respect to a decision implicating the balancing requirement in subsection (a), will be deemed to satisfy such director's fiduciary duties to stockholders and the corporation if such director's decision is both informed and disinterested and not such that no person of ordinary, sound judgment would approve.
(c) A director's ownership of or other interest in the stock of the public benefit corporation shall not alone, for the purposes of this section, create a conflict of interest on the part of the director with respect to the director's decision implicating the balancing requirement in subsection (a), except to the extent that such ownership or interest would create a conflict of interest if the corporation were not a public benefit corporation. In the absence of a conflict of interest, no failure to satisfy that balancing requirement shall, for the purposes of K.S.A. 17-6002(b)(8) or 17-6305, and amendments thereto, constitute an act or omission not in good faith, or a breach of the duty of loyalty unless the articles of incorporation so provide.
History:
L. 2017, ch. 71, § 5; L. 2023, ch. 66, § 44; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 72a - Public Benefit Corporations › 17-72a07 Actions to enforce balancing requirement.

17-72a07. Actions to enforce balancing requirement.
Any action to enforce the balancing requirement of K.S.A. 17-72a05(a), and amendments thereto, including any individual, derivative, or any other type of action, shall not be brought unless the plaintiffs in such action own individually or collectively, as of the date the action is instituted, at least 2% of the corporation's outstanding shares or, in the case of a corporation with shares listed on a national securities exchange, the lesser of such percentage or shares of the corporation with a market value of at least $2,000,000 as of the date the action is instituted. This section shall not relieve the plaintiffs from complying with any other conditions applicable to filing a derivative action including K.S.A. 60-223a(b)(1), and amendments thereto, and any rules of the court where the action is filed.
History:
L. 2017, ch. 71, § 7; L. 2023, ch. 66, § 45; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 72a - Public Benefit Corporations › 17-72a08 No effect on other corporations.

17-72a08. No effect on other corporations.
K.S.A. 17-72a01 through 17-72a09, and amendments thereto, shall not affect a statute or rule of law that is or would be applicable to any corporation that is organized under the Kansas general corporation code but is not a public benefit corporation, except as provided in K.S.A. 17-72a03, and amendments thereto.
History:
L. 2017, ch. 71, § 8; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 72a - Public Benefit Corporations › 17-72a09 Application of the Kansas general corporation code to public benefit corporations.

17-72a09. Application of the Kansas general corporation code to public benefit corporations.
K.S.A. 17-72a01 through 17-72a09, and amendments thereto, shall be part of and supplemental to the Kansas general corporation code, articles 60 through 74 of chapter 17 of the Kansas Statutes Annotated, and amendments thereto.
History:
L. 2017, ch. 71, § 9; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 73 - Foreign Corporations › 17-7302 Foreign corporations; filing of merger or consolidation information; amendments to articles of incorporation.

17-7302. Foreign corporations; filing of merger or consolidation information; amendments to articles of incorporation.
(a) Whenever any foreign corporation admitted to do business in this state is a party to a merger or consolidation with any other foreign corporation, whether or not admitted to do business in this state, such foreign corporation shall file with the secretary of state of this state, within 30 days after the time the merger or consolidation becomes effective, a certificate of the proper officer of the jurisdiction under the laws of which the merger or consolidation was effected, attesting to such merger or consolidation, or a form prescribed by the secretary of state of this state, in each case stating:
(1) The corporate parties thereto;
(2) the jurisdiction of incorporation of each corporate party;
(3) the time when such merger or consolidation became effective; and
(4) that the resulting or surviving corporation is a corporation in good standing in such jurisdiction.
(b) Whenever any foreign corporation admitted to do business in this state shall amend its articles of incorporation in a manner that affects any of the information contained on such corporation's application to do business in Kansas, the corporation shall file with the secretary of state, within 30 days after the amendment is adopted, a certificate of the proper officer of the jurisdiction in which such corporation has been incorporated attesting to such amendment. In the alternative, any foreign corporation may amend its original application for authority to do business in Kansas by filing a certificate of amendment certifying that such amendment has been duly adopted and executed in accordance with K.S.A. 17-7908 through 17-7910, and amendments thereto.
History:
L. 1972, ch. 52, § 142; L. 1973, ch. 100, § 19; L. 1978, ch. 80, § 5; L. 1987, ch. 89, § 3; L. 1998, ch. 189, § 22; L. 2000, ch. 39, § 45; L. 2004, ch. 143, § 79; L. 2016, ch. 110, § 118; L. 2023, ch. 66, § 46; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 73 - Foreign Corporations › 17-7305 Banking power denied; foreign corporations subject to laws governing domestic corporations.

17-7305. Banking power denied; foreign corporations subject to laws governing domestic corporations.
(a) Unless authority is expressly conferred by another law of this state, no foreign corporation shall possess the power of issuing bills, notes or other evidences of debt for circulation as money, or the power of carrying on the business of receiving deposits of money.
(b) Foreign corporations authorized to do business in this state which are organized to buy, sell and otherwise deal in notes, open accounts and other similar evidences of debt, or to loan money and to take notes, open accounts and other similar evidences of debt as collateral security therefor, shall not be deemed to be engaging in the business of banking.
(c) Any corporation organized under the laws of another state, territory or foreign country, and authorized to do business in this state, shall be subject to the same provisions, judicial control, restrictions and penalties, except as otherwise provided in K.S.A. 17-7302 through 17-7308 and K.S.A. 17-7930 through 17-7937, and amendments thereto, as corporations organized under the laws of this state.
History:
L. 1972, ch. 52, § 145; L. 2016, ch. 110, § 119; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 73 - Foreign Corporations › 17-7307 Actions by and against unqualified foreign corporations.

17-7307. Actions by and against unqualified foreign corporations.
(a) A foreign corporation which is required to comply with the provisions of K.S.A. 17-7302 and K.S.A. 17-7930 through 17-7934, and amendments thereto, and which has done business in this state without authority shall not maintain any action or special proceeding in this state, unless and until such corporation has been authorized to do business in this state and has paid to the state all taxes, fees and penalties which would have been due for the years or parts thereof during which it did business in this state without authority. This prohibition shall not apply to any successor in interest of any such foreign corporation.
(b) The failure of a foreign corporation to obtain authority to do business in this state shall not impair the validity of any contract or act of the foreign corporation or the right of any other party to the contract to maintain any action or special proceeding thereon, and shall not prevent the foreign corporation from defending any action or special proceeding in this state.
(c) Any person having a cause of action against any foreign corporation, whether or not such corporation is qualified to do business in this state, which cause of action arose in Kansas out of such corporation doing business in Kansas, or arose while such corporation was doing business in Kansas, may file suit against the corporation in the proper court of a county in which there is proper venue. Service of process in any action shall be made in the manner prescribed by K.S.A. 60-304, and amendments thereto.
History:
L. 1972, ch. 52, § 147; L. 1973, ch. 100, § 21; L. 2016, ch. 110, § 120; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 74 - Miscellaneous Provisions › 17-7403 Rights, privileges and immunities under prior laws saved.

17-7403.
Rights, privileges and immunities under prior laws saved.
All rights, privileges and immunities vested or accrued by and under any laws enacted prior to the adoption or amendment of this act, and all suits pending, all rights of action conferred, and all duties, restrictions, liabilities and penalties imposed or required by and under laws enacted prior to the adoption or amendment of this act, shall not be impaired, diminished or affected by this act.
History:
L. 1972, ch. 52, § 151; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 74 - Miscellaneous Provisions › 17-7404 Citation of act.

17-7404. Citation of act.
Articles 60 through 74 of chapter 17 of the Kansas Statutes Annotated, and amendments thereto, shall be known and may be cited as the Kansas general corporation code.
History:
L. 1972, ch. 52, § 152; L. 1973, ch. 100, § 22; L. 2016, ch. 110, § 121; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 74 - Miscellaneous Provisions › 17-7405 Effective date of L. 1988, Ch. 100.

17-7405.
Effective date of L. 1988, Ch. 100.
The provisions of this act* shall apply to all actions taken on or after April 21, 1988.
History:
L. 1988, ch. 100, § 50; May 5.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 75 - Corporate Filings, Reports And Fees › 17-7501 Definitions.

17-7501.
Definitions.
As used in this act:
(a) "Domestic corporation" means any corporation organized under the laws of this state, irrespective of whether such corporation is organized for profit.
(b) "Foreign corporation" means any corporation organized under the laws of any jurisdiction other than this state.
(c) "Articles of incorporation" means the original articles of incorporation filed to create a corporation, but such term also includes the charter, articles of association and any other instrument by whatever name known under which a corporation has been or may be lawfully formed.
(d) "Shareholder's equity" means the sum of: (1) Paid-in capital stock, except that paid-in capital stock shall not include any capital stock issued by a corporation and reacquired by such corporation through gift, purchase or otherwise and available for resale or retirement; (2) capital paid in, in excess of par; and (3) retained earnings, except that any moneys which have been allocated and are payable to the members of any corporation which is organized as a cooperative association or society shall not be included as part of the retained earnings of such corporation for the purpose of this act.
(e) "Shareholder's equity attributable to Kansas" means the shareholder's equity of a corporation multiplied by a percentage which is the average of the following three percentages: (1) The average value of the corporation's real and tangible personal property owned or rented and used in this state during the next preceding tax period divided by the average total value of the corporation's real and tangible personal property owned or rented and used during the next preceding tax period; (2) the total amount of compensation paid by the corporation in this state during the next preceding tax period divided by the total amount of compensation paid everywhere by the corporation during the next preceding tax period; and (3) the total sales of the corporation in this state during the next preceding tax period divided by the total sales of the corporation everywhere during the next preceding tax period. If a corporation has no property or activity mentioned in one of the above factors, the appropriate percentage for that factor is 100%.
(f) "Tax period" means a corporation's taxable year under the Kansas income tax act.
History:
L. 1972, ch. 54, § 1; L. 1973, ch. 101, § 1; L. 1991, ch. 76, § 3; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 75 - Corporate Filings, Reports And Fees › 17-7509 Failure to file or report or pay business entity information report fee by any corporation organized for profit; penalties; actions to recover fees and penalties; canceled corporations or corporations whose existence has been forfeited, penalties.

17-7509. Failure to file or report or pay business entity information report fee by any corporation organized for profit; penalties; actions to recover fees and penalties; canceled corporations or corporations whose existence has been forfeited, penalties.
(a) In case any corporation organized for profit that is required to file a business entity information report and pay the required fee prescribed by this act shall fail or neglect to make such report at the time prescribed, such corporation shall be subject to a penalty of $75. Such penalty and the fees required to be paid by this act may be recovered by an action in the name of the state, and all moneys recovered shall be remitted to the state treasurer in accordance with the provisions of K.S.A. 75-4215, and amendments thereto. Upon receipt of each such remittance, the state treasurer shall deposit the entire amount in the state treasury to the credit of the state general fund.
(b) The penalties provided for in subsection (a) also may be assessed against any corporation for the reason that such corporation has been canceled or its existence forfeited pursuant to the Kansas general corporation code. No penalty shall be charged pursuant to this subsection, if a corporation is assessed penalties pursuant to grounds specified in subsection (a).
History:
L. 1972, ch. 54, § 9; L. 1973, ch. 101, § 3; L. 1978, ch. 80, § 7; L. 1996, ch. 225, § 3; L. 2001, ch. 5, § 65; L. 2004, ch. 171, § 24; L. 2005, ch. 157, § 15; L. 2021, ch. 61, § 18; January 1, 2023.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 75 - Corporate Filings, Reports And Fees › 17-7512 Exemptions from business entity information reports and report fees.

17-7512. Exemptions from business entity information reports and report fees.
The provisions of this act relating to the filing of business entity information reports and the payment of fees shall not apply to banking, insurance or savings and loan corporations, credit unions, any firemen's relief association under the jurisdiction and supervision of the insurance commissioner or to Kansas venture capital, inc. or venture capital companies certified by the secretary of commerce pursuant to article 83 of chapter 74 of the Kansas Statutes Annotated, and amendments thereto.
History:
L. 1972, ch. 54, § 12; L. 1972, ch. 55, § 3; L. 1973, ch. 101, § 6; L. 1987, ch. 319, § 4; L. 2004, ch. 171, § 27; L. 2005, ch. 157, § 17; L. 2016, ch. 110, § 127; L. 2021, ch. 61, § 21; January 1, 2023.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 76 - Limited Liability Companies › 17-7662 Citation of act.

17-7662. Citation of act.
K.S.A. 17-7662 through 17-76,142, and amendments thereto, and K.S.A. 17-76,143 through 17-76,146, 17-7676a, 17-7685a, 17-76,143a and 17-76,147 through 17-76,155, 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; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 76 - Limited Liability Companies › 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.
History:
L. 1999, ch. 119, § 6; L. 2000, ch. 172, § 3; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 76 - Limited Liability Companies › 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.
History: L. 1999, ch. 119, § 8; January 1, 2000.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 76 - Limited Liability Companies › 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) To the extent that a present or former member, manager, officer, employee or agent of a limited liability company has been successful on the merits or otherwise as a plaintiff in an action to determine that the plaintiff is a member of a limited liability company or 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.
History:
L. 1999, ch. 119, § 9; L. 2014, ch. 40, § 6; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 76 - Limited Liability Companies › 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.
History:
L. 1999, ch. 119, § 11; L. 2014, ch. 40, § 8; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 76 - Limited Liability Companies › 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.
History:
L. 1999, ch. 119, § 12; L. 2014, ch. 40, § 9; L. 2015, ch. 65, § 4; L. 2019, ch. 47, § 15; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 76 - Limited Liability Companies › 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.
History:
L. 1999, ch. 119, § 13; L. 2014, ch. 40, § 10; L. 2015, ch. 65, § 5; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 76 - Limited Liability Companies › 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.
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.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 76 - Limited Liability Companies › 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.
History:
L. 2019, ch. 47, § 1; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 76 - Limited Liability Companies › 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.
History:
L. 1999, ch. 119, § 16; L. 2014, ch. 40, § 13; L. 2015, ch. 65, § 7; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 76 - Limited Liability Companies › 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.
History:
L. 1999, ch. 119, § 18; L. 2014, ch. 40, § 15; L. 2019, ch. 47, § 18; L. 2019, ch. 47, § 19; July 1, 2020.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 76 - Limited Liability Companies › 17-7682 Contractual appraisal rights.

17-7682. Contractual appraisal rights.
An operating agreement or an agreement of merger or consolidation may provide that contractual appraisal rights with respect to a limited liability company interest or another interest in a limited liability company shall be available for any class, group or series of members or limited liability company interests in connection with any amendment of an operating agreement, any merger or consolidation in which the limited liability company is a constituent party to the merger or consolidation, 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 such appraisal rights.
History:
L. 1999, ch. 119, § 21; L. 2012, ch. 50, § 3; L. 2014, ch. 40, § 18; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 76 - Limited Liability Companies › 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.
History:
L. 1999, ch. 119, § 27; L. 2014, ch. 40, § 22; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 76 - Limited Liability Companies › 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.
History:
L. 1999, ch. 119, § 28; L. 2014, ch. 40, § 23; L. 2019, ch. 47, § 24; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 76 - Limited Liability Companies › 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.
History:
L. 1999, ch. 119, § 30; L. 2014, ch. 40, § 25; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 76 - Limited Liability Companies › 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.
History: L. 1999, ch. 119, § 31; January 1, 2000.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 76 - Limited Liability Companies › 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.
History:
L. 1999, ch. 119, § 32; L. 2014, ch. 40, § 26; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 76 - Limited Liability Companies › 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.
History: L. 1999, ch. 119, § 33; January 1, 2000.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 76 - Limited Liability Companies › 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.
History: L. 1999, ch. 119, § 35; January 1, 2000.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 76 - Limited Liability Companies › 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.
History:
L. 1999, ch. 119, § 36; L. 2014, ch. 40, § 28; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 76 - Limited Liability Companies › 17-7698 Delegation of rights and powers to manage.

17-7698. Delegation of rights and powers to manage.
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 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. 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 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.
History:
L. 1999, ch. 119, § 37; L. 2014, ch. 40, § 29; L. 2019, ch. 47, § 27; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 76 - Limited Liability Companies › 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.
History: L. 1999, ch. 119, § 38; January 1, 2000.