Chapter 17 — CORPORATIONS
1,769 sections in this chapter.
K.S.A. 17-76,116 Dissolution
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17-76,116. Dissolution. (a) A limited liability company is dissolved and its affairs shall be wound up upon the first to occur of the following: (1) At the time specified in an operating agreement, but if no such time is set forth in the operating agreement, then the limited liab…
K.S.A. 17-76,117 Involuntary dissolution
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17-76,117. Involuntary dissolution. (a) A limited liability company may be dissolved involuntarily by order of the district court for the county in which the registered office of the limited liability company is located in an action filed by the attorney general when it is establ…
K.S.A. 17-76,118 Winding up
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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 5…
K.S.A. 17-76,119 Distribution of assets
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17-76,119. Distribution of assets. (a) Upon the winding up of a limited liability company, the assets shall be distributed as follows: (1) To creditors, including members and managers who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of t…
K.S.A. 17-76,120 Repealed
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17-76,120. History: L. 1999, ch. 119, § 59; Repealed, L. 2014, ch. 121, § 46; January 1, 2015. Law Review and Bar Journal References: "Conflict of Laws in Kansas: A Guide to Navigating the Dismal Swamp," Terri Savely Bezek, 71 J.K.B.A. No. 8, 21 (2002). Attorney General's Opinion…
K.S.A. 17-76,121 Repealed
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17-76,121. History: L. 1999, ch. 119, § 60; L. 2004, ch. 143, § 95; L. 2014, ch. 40, § 45; Repealed, L. 2015, ch. 65, § 24; July 1. Previous | Next LEGISLATIVE COORDINATING COUNCIL General Policies 2026 Archived LCC Documents Archived LCC Meetings REVISOR OF STATUTES Archived Ses…
K.S.A. 17-76,121a Repealed
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17-76,121a. History: L. 2004, ch. 143, § 101; L. 2014, ch. 40, § 46; Repealed, L. 2015, ch. 65, § 24; July 1. Previous | Next LEGISLATIVE COORDINATING COUNCIL General Policies 2026 Archived LCC Documents Archived LCC Meetings REVISOR OF STATUTES Archived Session Documents Archive…
K.S.A. 17-76,122 Repealed
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17-76,122. History: L. 1999, ch. 119, § 61; L. 2014, ch. 40, § 47; Repealed, L. 2015, ch. 65, § 24; July 1. Previous | Next LEGISLATIVE COORDINATING COUNCIL General Policies 2026 Archived LCC Documents Archived LCC Meetings REVISOR OF STATUTES Archived Session Documents Archived …
K.S.A. 17-76,123 Repealed
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17-76,123. History: L. 1999, ch. 119, § 62; L. 2007, ch. 81, § 9; L. 2014, ch. 40, § 48; Repealed, L. 2015, ch. 65, § 24; July 1. Source or Prior Law: 17-7639. Previous | Next LEGISLATIVE COORDINATING COUNCIL General Policies 2026 Archived LCC Documents Archived LCC Meetings REVI…
K.S.A. 17-76,124 Repealed
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17-76,124. History: L. 1999, ch. 119, § 63; L. 2014, ch. 40, § 49; Repealed, L. 2015, ch. 65, § 24; July 1. Source or Prior Law: 17-7640. Previous | Next LEGISLATIVE COORDINATING COUNCIL General Policies 2026 Archived LCC Documents Archived LCC Meetings REVISOR OF STATUTES Archiv…
K.S.A. 17-76,125 Repealed
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17-76,125. History: L. 1999, ch. 119, § 64; L. 2004, ch. 171, § 28; L. 2005, ch. 157, § 19; L. 2014, ch. 40, § 50; Repealed, L. 2015, ch. 65, § 24; July 1. Source or Prior Law: 17-7641. Previous | Next LEGISLATIVE COORDINATING COUNCIL General Policies 2026 Archived LCC Documents …
K.S.A. 17-76,126 Maintenance of action or suit by foreign limited liability company not registered; effect of failure to register
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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 …
K.S.A. 17-76,127 Repealed
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17-76,127. History: L. 1999, ch. 119, § 66; L. 2014, ch. 40, § 52; Repealed, L. 2015, ch. 65, § 24; July 1. Source or Prior Law: 17-7643. Previous | Next LEGISLATIVE COORDINATING COUNCIL General Policies 2026 Archived LCC Documents Archived LCC Meetings REVISOR OF STATUTES Archiv…
K.S.A. 17-76,128 Execution; liability
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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. Prev…
K.S.A. 17-76,129 Service of process; venue
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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 t…
K.S.A. 17-76,130 Right to bring action by a member or an assignee
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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 author…
K.S.A. 17-76,131 Proper plaintiff in a derivative action
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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) th…
K.S.A. 17-76,132 Petition
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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. …
K.S.A. 17-76,133 Expenses
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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 actio…
K.S.A. 17-76,134 Construction and application of act and operating agreement
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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 f…
K.S.A. 17-76,135 Cases not provided for in this act
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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, c…
K.S.A. 17-76,136 Fees for documents or services of secretary of state; rules and regulations
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17-76,136. Fees for documents or services of secretary of state; rules and regulations. (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 documen…
K.S.A. 17-76,137 Reserved power of state to alter or repeal act
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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 a…
K.S.A. 17-76,138 Taxation of limited liability companies
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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 b…
K.S.A. 17-76,139 Limited liability company and series thereof; business entity information report; contents; report fee
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17-76,139. Limited liability company and series thereof; business entity information report; contents; report fee. (a) Every limited liability company organized and on and after July 1, 2020, each series thereof formed or in existence under the laws of this state shall make a wri…
K.S.A. 17-76,139a Repealed
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17-76,139a. History: L. 1999, ch. 119, § 78; L. 2000, ch. 172, § 4; L. 2002, ch. 185, § 44; L. 2004, ch. 143, § 96; Repealed, L. 2005, ch. 157, § 31; January 1, 2006. Previous | Next LEGISLATIVE COORDINATING COUNCIL General Policies 2026 Archived LCC Documents Archived LCC Meetin…
K.S.A. 17-76,140 Effective date
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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. Law Review and Bar Journal Reference…
K.S.A. 17-76,141 Severability clause
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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 thi…
K.S.A. 17-76,142 Repealed
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17-76,142. History: L. 1999, ch. 119, § 81; Repealed, L. 2014, ch. 121, § 46; January 1, 2015. Law Review and Bar Journal References: "Shareholder Duties in Closely Held Kansas Corporations After Hunt v. Data Management Resources," Robert Drumm, 49 K.L.R. 1159 (2001). Previous | …
K.S.A. 17-76,143 Series limited liability company
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17-76,143. Series limited liability company. (a) An operating agreement may establish or provide for the establishment of one or more designated series of members, managers, limited liability company interests or assets. If an operating agreement so provides for the establishment…
K.S.A. 17-76,143a Merger or consolidation of one or more series
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17-76,143a. Merger or consolidation of one or more series. (a) Pursuant to an agreement of merger or consolidation, one or more series may merge or consolidate with or into one or more other series of the same limited liability company with such series as the agreement shall prov…
K.S.A. 17-76,144 Certification of cancellation; court appointments; powers of trustees or receivers
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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…
K.S.A. 17-76,145 Procedure preventing dissolution or winding up; exception
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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 notwithstan…
K.S.A. 17-76,146 Reinstatement of canceled or forfeited articles of organization or authority to do business
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17-76,146. Reinstatement of canceled or forfeited articles of organization or authority to do business. (a) A domestic limited liability company whose articles of organization or a foreign limited liability company whose authority to do business has been canceled or forfeited pur…
K.S.A. 17-76,147 Reinstatement of a series
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17-76,147. Reinstatement of a series. (a) A series whose certificate of designation has been canceled pursuant to K.S.A. 17-76,139, and amendments thereto, may be reinstated by filing in the office of the secretary of state a certificate of reinstatement accompanied by the paymen…
K.S.A. 17-76,148 Applicable law; how formed
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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 is formed as or elects to b…
K.S.A. 17-76,149 Definitions; contents of articles of organization and operating agreement
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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 …
K.S.A. 17-76,150 Repealed
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17-76,150. History: L. 2019, ch. 47, § 7; Repealed, L. 2025, ch. 95, § 34; July 1. Previous | Next LEGISLATIVE COORDINATING COUNCIL General Policies 2026 Archived LCC Documents Archived LCC Meetings REVISOR OF STATUTES Archived Session Documents Archived School Finance Documents …
K.S.A. 17-76,151 Duties of members or managers
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17-76,151. Duties of members or managers. (a) The members, managers or other persons with authority to manage or direct the business and affairs of a statutory public benefit limited liability company shall manage or direct the business and affairs of the statutory public benefit…
K.S.A. 17-76,152 Periodic statements and third-party certification
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17-76,152. Periodic statements and third-party certification. (a) A statutory public benefit limited liability company, at least annually, shall provide its members with a statement as to the limited liability company's promotion of the public benefit or public benefits set forth…
K.S.A. 17-76,153 Derivative lawsuits
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17-76,153. Derivative lawsuits. Members of a statutory public benefit limited liability company or assignees of limited liability company interests in a statutory public benefit limited liability company owning individually or collectively, as of the date of instituting such deri…
K.S.A. 17-76,154 No effect on other limited liability companies
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17-76,154. No effect on other limited liability companies. K.S.A. 17-76,148 through 17-76,155, and amendments thereto, shall not affect a statute or rule of law that is or would be applicable to any limited liability company that is formed under the Kansas revised limited liabili…
K.S.A. 17-76,155 Accomplishment by other means
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17-76,155. Accomplishment by other means. The provisions of K.S.A. 17-76,148 through 17-76,155, and amendments thereto, shall not be construed to limit the accomplishment by any other means permitted by law of the formation or operation of a limited liability company that is form…
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