reglab/statecodes huggingface dataset:
2023 Kansas Statutes › Chapter 17 - Corporations › Article 76 - Limited Liability Companies › 17-76,100 Liability for contribution.

17-76,100. Liability for contribution.
(a) Except as provided in an operating agreement, a member is obligated to a limited liability company to perform any promise to contribute cash or property or to perform services, even if the member is unable to perform because of death, disability or any other reason. If a member does not make the required contribution of property or services, the member is obligated at the option of the limited liability company to contribute cash equal to that portion of the agreed value, as stated in the records of the limited liability company, of the contribution that has not been made. The foregoing option shall be in addition to, and not in lieu of, any other rights, including the right to specific performance, that the limited liability company may have against such member under the operating agreement or applicable law.
(b) Unless otherwise provided in an operating agreement, the obligation of a member to make a contribution or return money or other property paid or distributed in violation of this act may be compromised only by consent of all the members. Notwithstanding the compromise, a creditor of a limited liability company who extends credit, after the entering into of an operating agreement or an amendment thereto which, in either case, reflects the obligation, and before the amendment thereof to reflect the compromise, may enforce the original obligation to the extent that, in extending credit, the creditor reasonably relied on the obligation of a member to make a contribution or return. A conditional obligation of a member to make a contribution or return money or other property to a limited liability company may not be enforced unless the conditions of the obligation have been satisfied or waived as to or by such member. Conditional obligations include contributions payable upon a discretionary call of a limited liability company prior to the time the call occurs.
(c) An operating agreement may provide that the interest of any member who fails to make any contribution that the member is obligated to make shall be subject to specified penalties for, or specified consequences of, such failure. Such penalty or consequence may take the form of reducing or eliminating the defaulting member's proportionate interest in a limited liability company, subordinating the member's limited liability company interest to that of nondefaulting members, a forced sale of that limited liability company interest, forfeiture of the defaulting member's limited liability company interest, the lending by other members of the amount necessary to meet the defaulting member's commitment, a fixing of the value of the defaulting member's limited liability company interest by appraisal or by formula and redemption or sale of the limited liability company interest at such value, or other penalty or consequence.
History:
L. 1999, ch. 119, § 39; L. 2014, ch. 40, § 30; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 76 - Limited Liability Companies › 17-76,101 Allocation of profits and losses.

17-76,101.
Allocation of profits and losses.
The profits and losses of a limited liability company shall be allocated among the members, and among classes or groups of members, in the manner provided in an operating agreement. If the operating agreement does not so provide, profits and losses shall be allocated on the basis of the agreed value (as stated in the records of the limited liability company) of the contributions made by each member to the extent they have been received by the limited liability company and have not been returned.
History: L. 1999, ch. 119, § 40; January 1, 2000.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 76 - Limited Liability Companies › 17-76,102 Allocation of distributions.

17-76,102.
Allocation of distributions.
Distributions of cash or other assets of a limited liability company shall be allocated among the members, and among classes or groups of members, in the manner provided in an operating agreement. If the operating agreement does not so provide, distributions shall be made on the basis of the agreed value (as stated in the records of the limited liability company) of the contributions made by each member to the extent they have been received by the limited liability company and have not been returned.
History: L. 1999, ch. 119, § 41; January 1, 2000.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 76 - Limited Liability Companies › 17-76,103 Defense of usury not available.

17-76,103. Defense of usury not available.
No obligation of a member or manager of a limited liability company to the limited liability company, or to a member or manager of the limited liability company, arising under the operating agreement or a separate agreement or writing, and no note, instrument or other writing evidencing any such obligation of a member or manager, shall be subject to the defense of usury, and no member or manager shall interpose the defense of usury with respect to any such obligation in any action.
History:
L. 1999, ch. 119, § 42; L. 2014, ch. 40, § 31; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 76 - Limited Liability Companies › 17-76,104 Interim distributions.

17-76,104. Interim distributions.
Except as provided in K.S.A. 17-76,104 through 17-76,110, and amendments thereto, to the extent and at the times or upon the happening of the events specified in an operating agreement, a member is entitled to receive from a limited liability company distributions before the member's resignation from the limited liability company and before the dissolution and winding up thereof.
History:
L. 1999, ch. 119, § 43; L. 2014, ch. 40, § 32; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 76 - Limited Liability Companies › 17-76,105 Resignation of manager.

17-76,105. Resignation of manager.
A manager may resign as a manager of a limited liability company at the time or upon the happening of events specified in an operating agreement and in accordance with the operating agreement. An operating agreement may provide that a manager shall not have the right to resign as a manager of a limited liability company. Notwithstanding that an operating agreement provides that a manager does not have the right to resign as a manager of a limited liability company, a manager may resign as a manager of a limited liability company at any time by giving written notice to the members and other managers. If the resignation of a manager violates an operating agreement, in addition to any remedies otherwise available under applicable law, a limited liability company may recover from the resigning manager damages for breach of the operating agreement and offset the damages against the amount otherwise distributable to the resigning manager.
History:
L. 1999, ch. 119, § 44; L. 2014, ch. 40, § 33; July 1.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 76 - Limited Liability Companies › 17-76,126 Maintenance of action or suit by foreign limited liability company not registered; effect of failure to register.

17-76,126. Maintenance of action or suit by foreign limited liability company not registered; effect of failure to register.
(a) A foreign limited liability company doing business in the state of Kansas may not maintain any action, suit or proceeding in the state of Kansas until it has registered in this state and has paid to the state all fees and penalties for the years, or parts thereof, during which it did business in the state without having registered.
(b) The failure of a foreign limited liability company to register in the state of Kansas does not:
(1) Impair the validity of any contract or act of the foreign limited liability company;
(2) impair the right of any other party to the contract to maintain any action, suit or proceeding on the contract; or
(3) prevent the foreign limited liability company from defending any action, suit or proceeding in any court of the state of Kansas.
(c) A member or a manager of a foreign limited liability company is not liable for the obligations of the foreign limited liability company solely by reason of the limited liability company's having done business in the state of Kansas without registration.
History:
L. 1999, ch. 119, § 65; L. 2014, ch. 40, § 51; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 76 - Limited Liability Companies › 17-76,128 Execution; liability.

17-76,128. Execution; liability.
K.S.A. 17-7909(b), and amendments thereto, shall be applicable to foreign limited liability companies as if they were domestic limited liability companies.
History:
L. 1999, ch. 119, § 67; L. 2014, ch. 40, § 53; L. 2015, ch. 65, § 10; July 1.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 76 - Limited Liability Companies › 17-76,136 Fees for documents or services of secretary of state.

17-76,136. Fees for documents or services of secretary of state.
(a) The secretary of state shall charge each domestic and foreign limited liability company the following fees:
(1) A fee of $20 for issuing or filing and indexing any of the following documents:
(A) A certificate of amendment of articles of organization;
(B) restated articles of organization;
(C) a certificate of cancellation, which shall be multiplied by the number of series of the limited liability company named in the certificate of cancellation;
(D) a certificate of change of location of registered office or resident agent;
(E) a certificate of merger or consolidation;
(F) a certificate of division; and
(G) any certificate, affidavit, agreement or any other paper provided for in the Kansas revised limited liability company act, for which no different fee is specifically prescribed;
(2) a fee of $7.50 for each certified copy, regardless of whether the secretary of state supplies the copy;
(3) a fee of $7.50 for each certificate of good standing, including a certificate of good standing for a series of a limited liability company, and certificate of fact issued by the secretary of state;
(4) a fee of $5 for a report of record search, but furnishing the following information shall not be considered a record search and no charge shall be made therefor: Name of the limited liability company and the postal address of its registered office; name and postal address of the resident agent; the state of the limited liability company's formation; the date of filing of its articles of organization or business entity information report; and date of expiration; and
(5) a fee of $20 for a copy of an instrument on file or prepared by the secretary of state's office, whether or not the copy is certified.
(b) Every limited liability company hereafter formed in this state shall pay to the secretary of state, at the time of filing its articles of organization, an application and recording fee of $150.
(c) At the time of filing its application to do business, every foreign limited liability company shall pay to the secretary of state an application and recording fee of $150.
(d) The fee for filing a certificate of reinstatement shall be the same as that prescribed by K.S.A. 17-7506, and amendments thereto, for filing a certificate of reinstatement of a corporation's articles of incorporation.
History:
L. 1999, ch. 119, § 75; L. 2014, ch. 40, § 58; L. 2019, ch. 47, § 35; L. 2019, ch. 47, § 36; L. 2021, ch. 61, § 22; L. 2023, ch. 66, § 51; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 76 - Limited Liability Companies › 17-76,137 Reserved power of state to alter or repeal act.

17-76,137. Reserved power of state to alter or repeal act.
All provisions of this act may be altered from time to time or repealed and all rights of members and managers are subject to this reservation. Unless expressly stated to the contrary in this act, all amendments of this act shall apply to limited liability companies and members and managers whether or not existing as such at the time of the enactment of any such amendment.
History:
L. 1999, ch. 119, § 76; L. 2014, ch. 40, § 59; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 76 - Limited Liability Companies › 17-76,138 Taxation of limited liability companies.

17-76,138. Taxation of limited liability companies.
For purposes of any tax imposed by the state of Kansas or any instrumentality, agency or political subdivision of the state of Kansas, a domestic limited liability company or a foreign limited liability company qualified to do business in the state of Kansas shall be classified as a partnership unless classified otherwise for federal income tax purposes, in which case the domestic or foreign limited liability company shall be classified in the same manner as it is classified for federal income tax purposes. For purposes of any tax imposed by the state of Kansas or any instrumentality, agency or political subdivision of the state of Kansas, a member or an assignee of a member of a domestic limited liability company or a foreign limited liability company qualified to do business in the state of Kansas shall be treated as either a resident or nonresident partner unless classified otherwise for federal income tax purposes, in which case the member or assignee of a member shall have the same status as such member or assignee of a member has for federal income tax purposes.
History:
L. 1999, ch. 119, § 77; L. 2019, ch. 47, § 37; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 76 - Limited Liability Companies › 17-76,140 Effective date.

17-76,140. Effective date.
From and after July 1, 2014, this act shall be applicable to all limited liability companies formed in Kansas, whether formed before or after such date.
History:
L. 1999, ch. 119, § 79; L. 2014, ch. 40, § 61; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 76 - Limited Liability Companies › 17-76,141 Severability clause.

17-76,141.
Severability clause.
If any provision of this act or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of the act which can be given effect without the invalid provision or application. To this end, the provisions of this act are severable.
History: L. 1999, ch. 119, § 80; January 1, 2000.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 76 - Limited Liability Companies › 17-76,144 Certification of cancellation; court appointments; powers of trustees or receivers.

17-76,144. Certification of cancellation; court appointments; powers of trustees or receivers.
When the articles of organization of any limited liability company formed under this act shall be canceled by the filing of a certificate of cancellation pursuant to K.S.A. 17-7675, and amendments thereto, the district court, on application of any creditor, member or manager of the limited liability company, or any other person who shows good cause therefor, at any time, may either appoint one or more of the managers of the limited liability company to be trustees, or appoint one or more persons to be receivers, of and for the limited liability company, to take charge of the limited liability company's property, and to collect the debts and property due and belonging to the limited liability company, with the power to prosecute and defend, in the name of the limited liability company, or otherwise, all such suits as may be necessary or proper for the purposes aforesaid, and to appoint an agent or agents under them, and to do all other acts which might be done by the limited liability company, if in being, that may be necessary for the final settlement of the unfinished business of the limited liability company. The powers of the trustees or receivers may be continued as long as the district court shall think necessary for the purposes aforesaid.
History:
L. 2014, ch. 40, § 63; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 76 - Limited Liability Companies › 17-76,145 Procedure preventing dissolution or winding up; exception.

17-76,145. Procedure preventing dissolution or winding up; exception.
(a) If an operating agreement provides the manner in which a dissolution may be revoked, it may be revoked in that manner and, unless an operating agreement prohibits revocation of dissolution, then notwithstanding the occurrence of an event set forth in K.S.A. 17-76,116(a)(1) through (a)(4), and amendments thereto, the limited liability company shall not be dissolved and its affairs shall not be wound up if, prior to the filing of a certificate of cancellation with the secretary of state, the limited liability company is continued, effective as of the occurrence of such event:
(1) In the case of dissolution effected by the vote, consent or approval of the members or other persons, pursuant to such vote, consent or approval, and the vote, consent or approval of any members or other persons whose vote, consent or approval is required under the operating agreement to revoke a dissolution contemplated by this paragraph;
(2) in the case of dissolution under K.S.A. 17-76,116(a)(1) or (2), and amendments thereto, other than a dissolution effected by the vote, consent or approval of the members or other persons or the occurrence of an event that causes the last remaining member to cease to be a member, pursuant to such vote, consent or approval that, pursuant to the terms of the operating agreement, is required to amend the provision of the operating agreement effecting such dissolution, and the vote, consent or approval of any members or other persons whose vote, consent or approval is required under the operating agreement to revoke a dissolution contemplated by this paragraph; and
(3) in the case of dissolution effected by the occurrence of an event that causes the last remaining member to cease to be a member, pursuant to the vote, consent or approval of the personal representative of the last remaining member of the limited liability company or the assignee of all of the limited liability company interests in the limited liability company, and the vote, consent, or approval of any other person whose vote, consent or approval is required under the operating agreement to revoke a dissolution contemplated by this paragraph.
(b) If there is no remaining member of the limited liability company and the personal representative of the last remaining member or the assignee of all of the limited liability company interests in the limited liability company votes in favor of, consents to or approves the continuation of the limited liability company, such personal representative or such assignee, as applicable, shall be required to agree to the admission of a nominee or designee as a member, effective as of the occurrence of the event that terminated the continued membership of the last remaining member.
(c) The provisions of this section shall not be construed to limit the accomplishment of a revocation of dissolution by other means permitted by law.
History:
L. 2014, ch. 40, § 64; L. 2019, ch. 47, § 40; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 76 - Limited Liability Companies › 17-76,148 Applicable law; how formed.

17-76,148. Applicable law; how formed.
K.S.A. 17-76,148 through 17-76,155, and amendments thereto, apply to all statutory public benefit limited liability companies, as defined in K.S.A. 17-76,149, and amendments thereto. If a limited liability company elects to become a statutory public benefit limited liability company under K.S.A. 17-76,148 through 17-76,155, and amendments thereto, in the manner prescribed in K.S.A. 17-76,148 through 17-76,155, and amendments thereto, it shall be subject in all respects to the provisions of the Kansas revised limited liability company act, except to the extent K.S.A. 17-76,148 through 17-76,155, and amendments thereto, impose additional or different requirements, such requirements shall apply and notwithstanding K.S.A. 17-76,134, and amendments thereto, or any other provision of the Kansas revised limited liability company act, such requirements imposed by K.S.A. 17-76,148 through 17-76,155, and amendments thereto, may not be altered in the operating agreement.
History:
L. 2019, ch. 47, § 5; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 76 - Limited Liability Companies › 17-76,149 Definitions; contents of articles of organization and operating agreement.

17-76,149. Definitions; contents of articles of organization and operating agreement.
(a) A "statutory public benefit limited liability company" is a for-profit limited liability company formed under and subject to the requirements of the Kansas revised limited liability company act that is intended to produce a public benefit or public benefits and to operate in a responsible and sustainable manner. To that end, a statutory public benefit limited liability company shall be managed in a manner that balances the members' pecuniary interests, the best interests of those materially affected by the limited liability company's conduct, and the public benefit or public benefits set forth in its articles of organization. A statutory public benefit limited liability company shall state in the heading of its articles of organization that it is a statutory public benefit limited liability company, and shall set forth one or more specific public benefits to be promoted by the limited liability company in its articles of organization. The operating agreement of a statutory public benefit limited liability company may not contain any provision inconsistent with K.S.A. 17-76,148 through 17-76,155, 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 members in their capacities as members, including, but not limited to, effects of an artistic, charitable, cultural, economic, educational, environmental, literary, medical, religious, scientific or technological nature. "Public benefit provisions" means the provisions of the articles of organization, an operating agreement, or both, in either case as contemplated by K.S.A. 17-76,148 through 17-76,155, and amendments thereto.
(c) If the name of a statutory public benefit limited liability company does not contain the term "statutory public benefit limited liability company," or the abbreviation "S.P.B.L.L.C.," or the designation "SPBLLC," or words or abbreviations of like import in other languages if they are written in Roman characters or letters, the statutory public benefit limited liability company shall, prior to issuing any limited liability company interest, provide notice to any person to whom such limited liability company interest is issued that it is a statutory public benefit limited liability company. Such notice need not be provided if the issuance is pursuant to an offering registered under the securities act of 1933, 15 U.S.C. § 77r et seq., or if, at the time of issuance, the statutory public benefit limited liability company has a class of securities that is registered under the securities exchange act of 1934, 15 U.S.C. § 78a et seq.
History:
L. 2019, ch. 47, § 6; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 76 - Limited Liability Companies › 17-76,150 Vote, consent or approval required for certain actions.

17-76,150. Vote, consent or approval required for certain actions.
Notwithstanding any other provision of the Kansas revised limited liability company act and unless otherwise provided in the operating agreement, a statutory public benefit limited liability company may not, without the vote, consent or approval of members who own at least 2/3 of the then-current percentage or other interest in the profits of the limited liability company owned by all members:
(a) Amend its articles of organization to delete or amend a provision required by K.S.A. 17-76,149(a), and amendments thereto;
(b) merge or consolidate with or into another entity or divide into two or more domestic limited liability companies if, as a result of such merger, consolidation or division, the limited liability company interests in such limited liability company would become, or be converted into or exchanged for the right to receive, limited liability company interests or other equity interests in a domestic or foreign limited liability company or other entity that is not a statutory public benefit limited liability company or similar entity, the articles of organization or operating agreement, or similar governing document, of which does not contain provisions identifying a public benefit or public benefits comparable in all material respects to those set forth in the articles of organization of such limited liability company as contemplated by K.S.A. 17-76,149(a), and amendments thereto, or that does not contain provisions imposing requirements pursuant to K.S.A. 17-76,152, and amendments thereto, that are comparable in all material respects to those set forth in the articles of organization of such limited liability company; or
(c) cease to be a statutory public benefit limited liability company under the provisions of K.S.A. 17-76,148 through 17-76,155, and amendments thereto.
History:
L. 2019, ch. 47, § 7; July 1.