All Roll Calls
Yes: 312 • No: 15
KansasHB 23712025–2026 Regular SessionHouseWALLET
Amending the Kansas revised limited liability company act, the business entity transactions act and the business entity standard treatment act.
Sponsored By: Sponsor information unavailable
Signed by Governor
judiciary
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Bill Overview
Analyzed Economic Effects
26 provisions identified: 3 benefits, 6 costs, 17 mixed.
New rules for public benefit LLCs
Public benefit LLCs must say so in their articles and operating agreement and list their specific public benefits. Managers and members must balance profit, effects on people, and the stated public benefit, and are shielded from money damages by default if they act informed and disinterested. Each year, the company must give members a benefit report, using an independent third‑party standard, and post it online or provide it for free. The documents may require periodic outside certification. If the name lacks the benefit designation, the company must tell buyers it is a public benefit LLC before issuing interests, unless the issuance is through a registered offering or the company already has a registered class of securities. These companies follow the LLC act, except where the benefit rules control.
Series LLCs: setup, protection, and limits
An LLC can form one or more series by filing a certificate of designation. If the articles give notice, records track each series’ assets, and designations are filed, a series’ debts are limited to that series’ assets. A series can own property, grant liens, and sue or be sued, but cannot issue insurance, assume insurance risk, or do banking. A series cannot make a distribution if that would leave its debts higher than its assets. A member who knowingly gets an improper series distribution must repay it.
Simpler merger rules for Kansas LLCs
A Kansas LLC can merge with other entity types. Unless the operating agreement says otherwise, a merger needs approval from members who own more than 50% of current profit interests; a similar rule applies to LLCs formed on or before June 30, 2019. A merger can amend or adopt a new operating agreement at the merger’s effective time. A certificate of merger must include set details and can take effect up to 90 days after filing. In some cases, a signed merger agreement can be filed instead of a certificate. When effective, all assets and debts move to the survivor, interests convert per the agreement, and new interest holders are only liable for post‑merger debts under governing law. If the survivor is foreign, it appoints the Kansas Secretary of State to accept service for domestic liabilities.
Keep an LLC going after dissolution
If the operating agreement provides a way, an LLC may revoke its dissolution using that method. If the LLC continues before a certificate of cancellation is filed, it is not dissolved, and the continuation dates back to the event that caused dissolution. If no members remain, the last member’s personal representative or an assignee may vote to continue and must agree to admit a new member effective as of that event.
LLCs can use e-signs and e‑meetings
Electronic messages and signatures count for LLC actions. A signature can be manual, fax, conformed, or electronic. The law explains when an electronic message is treated as delivered. Members and managers can meet by phone or online and act by electronic consent or proxy. LLCs may keep records electronically if they can be turned into paper. Kansas rules work with the Uniform Electronic Transactions Act and, where federal law allows, control over ESIGN.
Reinstatement restores LLC status
Filing a certificate of reinstatement puts the LLC and its series back in good standing as if it was never canceled. Contracts, property rights, and debts are restored. This confirms the business is legally active again.
How to reinstate a canceled LLC
A canceled domestic LLC or a foreign LLC with canceled authority can be reinstated by filing a certificate of reinstatement and paying the required fee. The company must also pay business entity information report fees for the last 10 years and all fees and penalties owed. Reinstatement returns the company to good standing.
Interest exchange filing steps in Kansas
In an interest exchange, the acquired domestic entity files a signed certificate with the Secretary of State. The certificate names the acquired and acquiring entities and states that approvals will occur; it can list public document changes. You may choose a later effective date and time up to 90 days after filing. You can file the agreement instead. The filing is effective on filing or on the later date you set.
LLC filing fees and required filings
The Secretary of State charges $20 for many LLC filings and for copies. A certified copy costs $7.50. A certificate of good standing costs $7.50. The application and recording fee to form or register an LLC is set by rule, capped at $150. Kansas also lists new required filings, including certificates of division, amendments to certificates of designation, and merger or consolidation of series.
LLCs barred from insurance and banking
An LLC can do any lawful business except grant insurance policies, assume insurance risk, or do banking as defined by state law. Choose a different entity type for those industries.
No default appraisal or preemptive rights
By default, LLC members do not have appraisal rights in many deals unless the documents grant them. Members also do not get automatic first rights to buy new interests. To keep these protections, put them in the operating agreement or the deal documents.
Resident agent rules, fees, and deadlines
Every covered entity must keep a resident agent in Kansas to accept legal papers. Agents can change their address or name by filing and paying required fees. An agent may resign; the resignation takes effect 30 days after filing and after 30‑day prior notice to the entity. The entity has 60 days to name a new agent or its organizing documents can be forfeited. If there is no agent, the Secretary of State accepts service of process.
Clear rules for splitting LLCs
When an LLC divides, the plan of division assigns property, rights, and debts to the new companies. Land titles do not change just because of the division. A division contact must keep the plan for six years and give creditors the name and business address of the liable company within 30 days of a written request. Each new company is liable for debts the plan assigns to it. Fraudulent allocations or unassigned debts can make the new companies jointly and severally liable.
Conversion filings and timing for businesses
To convert your entity, you file a signed certificate of conversion with the Kansas Secretary of State. It must list the names, jurisdictions, and types of the old and new entities. You may pick an effective date up to 90 days after filing. If the new entity is domestic, its name and public formation document must meet Kansas law, and the public document does not need a signature. You may file a signed conversion agreement that meets the same content rules instead of the certificate.
Customize voting and merger limits
An operating agreement can create manager classes and set how managers vote. Members who share in profits have a default right to vote. If the agreement says how to amend it, that method controls. For LLCs formed on or after July 1, 2014, if the agreement is silent, all members must approve amendments. The agreement can also say the LLC has no power to merge. A person may be admitted as a member without a contribution unless the agreement requires one.
Default votes and rules for LLC divisions
If the operating agreement is silent and does not bar a division, members holding more than 50% of profit interests can approve a division plan. A division plan can also change the dividing company’s operating agreement or adopt new agreements for the resulting companies, effective at the time of division.
Domestication filings and timing for businesses
To move (domesticate) your entity, you file a signed certificate of domestication with the Kansas Secretary of State. It must name the domesticating and domesticated entities and include required approvals and attachments. You may set an effective date up to 90 days after filing. If the new entity is domestic, its name and public formation document must meet Kansas law, and the public document does not need a signature. A signed domestication agreement that meets the same rules can be filed instead of the certificate. Foreign domesticated entities must give a mailing address for service of process.
Easier series mergers and filings
Series within the same LLC can merge or consolidate if members holding more than 50% of profits in each series approve, unless the agreement sets another rule. The surviving series files a merger certificate naming all series, the survivor, and stating approvals; the merger is effective on filing or a later stated time. Afterward, assets and debts move to the surviving series, and creditor liens stay in place. An operating agreement may bar a series from merging. An LLC and its series may elect to file taxes together and be treated as one business for registration, without changing liability shields.
Electronic records and signatures for LLCs
The law treats electronic transmissions as valid documents. An operating agreement cannot block these e-methods unless it clearly says so. Some filings are excluded: papers to the Secretary of State, courts, and certain statutory filings. Certificates of LLC interest are also excluded, though their signatures can be electronic.
LLC governance: delegation and officer limits
A member or manager can delegate any or all duties to people or committees, even irrevocably if stated. A supermajority amendment clause only covers the topics it names, unless the agreement says otherwise. For acts after June 30, 2025, “officer” for indemnification is limited to listed senior titles or top‑paid officers identified in SEC filings.
LLC information rights set by agreement
An LLC’s operating agreement, if approved by all members, can expand or limit a member’s or manager’s right to get company information. This change can be in the original agreement or a later amendment. Other lawful ways to change these rights under Kansas law still apply.
LLC members’ rights to records
Members and managers can demand company records, including financials and tax returns, for a proper purpose in writing. The LLC must reply within five business days, or within a different period in the agreement up to 30 business days. If it refuses, a district court can order disclosure and costs. Managers may keep trade secrets and other sensitive information confidential. Each LLC must keep a current list of member and manager names and addresses.
New contract tools for Kansas LLCs
An LLC can enter guarantees, swaps, options, and other financial contracts unless the operating agreement limits it. The company may grant regular or irrevocable powers of attorney. Members or managers can ratify or waive some acts that were void or voidable, and a court can confirm that. A subscription that states it is irrevocable is binding under Kansas law.
New rules for owners after interest exchanges
When an interest exchange takes effect, the exchanged interests stop or convert as the agreement says. Former owners only keep the rights in the deal and any appraisal rights. The exchange does not create extra rights to dissolve or wind up the company. New owners are liable only under the domestic entity’s law and only for debts after the exchange. People who give up their interests stay liable for any owner liabilities from before the exchange, but not for new ones.
Old LLC statutes repealed and replaced
Kansas repeals many earlier LLC and business transaction statutes. Owners and advisors must follow the updated act and cross‑references going forward.
Series LLC setup and shields
To form a series, the LLC files a certificate of designation and follows naming rules. A foreign LLC that uses series must disclose that and explain if a series’ debts are limited to its own assets. Records that clearly identify series assets count as separate. Members and managers are not personally liable for a series’ debts just for their role. Fraudulent transfers between a series and the LLC or another series are subject to creditor remedies.
Sponsors & Cosponsors
Sponsors
There is no primary sponsor on record.
Cosponsors
There are no cosponsors for this bill.
Roll Call Votes
House vote • 4/23/2026
Yea: 120 Nay: 4
Yes: 120 • No: 4
House vote • 4/23/2026
Yea: 40 Nay: 0
Yes: 40 • No: 0
House vote • 4/23/2026
Yea: 40 Nay: 0
Yes: 40 • No: 0
House vote • 4/23/2026
Yea: 112 Nay: 11
Yes: 112 • No: 11
Actions Timeline
Reengrossed on Sunday, March 30, 2025
4/10/2025HouseEnrolled and presented to Governor on Friday, April 4, 2025
4/10/2025HouseApproved by Governor on Tuesday, April 8, 2025
4/10/2025HouseConference Committee Report was adopted; Yea: 40 Nay: 0
3/27/2025SenateConference committee report now available
3/27/2025SenateConference Committee Report was adopted; Yea: 120 Nay: 4
3/27/2025HouseNonconcurred with amendments; Conference Committee requested; appointed Representative Humphries , Representative Williams, L. and Representative Osman as conferees
3/20/2025HouseMotion to accede adopted; Senator Warren, Senator Titus and Senator Corson appointed as conferees
3/20/2025SenateFinal Action - Passed as amended; Yea: 40 Nay: 0
3/18/2025SenateCommittee of the Whole - Committee Report be adopted
3/17/2025SenateCommittee of the Whole - Be passed as amended
3/17/2025SenateCommittee Report recommending bill be passed as amended by Committee on Judiciary
3/7/2025SenateHearing: Wednesday, March 5, 2025, 10:30 AM Room 346-S
3/5/2025SenateReferred to Committee on Judiciary
2/26/2025SenateEngrossed on Thursday, February 20, 2025
2/26/2025HouseReceived and Introduced
2/25/2025SenateFinal Action - Passed as amended; Yea: 112 Nay: 11
2/20/2025HouseCommittee of the Whole - Committee Report be adopted
2/19/2025HouseCommittee of the Whole - Be passed as amended
2/19/2025HouseCommittee Report recommending bill be passed as amended by Committee on Judiciary
2/17/2025HouseHearing: Tuesday, February 11, 2025, 3:30 PM Room 582-N
2/11/2025HouseIntroduced
2/7/2025HouseReferred to Committee on Judiciary
2/7/2025House
Bill Text
As Amended by House Committee
As Amended by Senate Committee
As introduced
Enrolled
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