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897 sections in this chapter.
K.S.A. 17-76,115 Powers of estate of deceased or incompetent member
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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 …
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. 17-76,126 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. 17-76,128 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.
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. 17-76,140 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. 17-76,143 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. 17-76,151 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…
K.S.A. 17-7662 Citation of act
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17-7662. Citation of act. K.S.A. 17-7662 through 17-76,155, and amendments thereto, and K.S.A. 2025 Supp. 17-7679a and 17-76,103a, 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,…
K.S.A. 17-7663 Definitions
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17-7663. Definitions. As used in the Kansas revised limited liability company act unless the context otherwise requires: (a) "Articles of organization" means the articles of organization referred to in K.S.A. 17-7673, and amendments thereto, and the articles of organization as am…
K.S.A. 17-7667 Service of process or service of any notice or demand
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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 …
K.S.A. 17-7668 Nature of business permitted; powers
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17-7668. Nature of business permitted; powers. (a) Unless otherwise specifically prohibited by law, a limited liability company may carry on any lawful business, purpose or activity, whether or not for profit with the exception of the business of granting policies of insurance, o…
K.S.A. 17-7669 Business transactions of member or manager with the limited liability company
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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 …
K.S.A. 17-7670 Indemnification
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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 …
K.S.A. 17-7671 Contested matters relating to manager; contested votes
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17-7671. Contested matters relating to manager; contested votes. (a) Upon application of any member or manager, as defined in subsection (c), the district court may hear and determine the validity of any admission, election, appointment, removal or resignation of a manager of a l…
K.S.A. 17-7672 Interpretation and enforcement of operating agreement
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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 com…
K.S.A. 17-7673 Articles of organization; procedure for amendment; professional limited liability company, certificate by licensing body
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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 …
K.S.A. 17-7674 Same; amendments
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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 effectiv…
K.S.A. 17-7675 Articles of organization; cancellation; certificates of cancellation and correction
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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.…
K.S.A. 17-7676a Execution by agent; power of attorney or proxy
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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…
K.S.A. 17-7677 Execution by judicial order
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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 operati…
K.S.A. 17-7679 Notice
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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…
K.S.A. 17-7679a Document form, signature and delivery
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17-7679a. Document form, signature and delivery. (a) (1) Except as provided in subsection (b), without limiting the manner in which any act or transaction may be documented or the manner in which a document may be signed or delivered: (A) Any act or transaction contemplated or go…
K.S.A. 17-7680 Restated articles of organization; restated certificate of designation
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17-7680. Restated articles of organization; restated certificate of designation. (a) Restated articles of organization. (1) A limited liability company may, whenever desired, integrate into a single instrument all of the provisions of its articles of organization which are then i…
K.S.A. 17-7681 Merger or consolidation
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17-7681. Merger or consolidation. (a) Pursuant to an agreement of merger or consolidation, one or more domestic limited liability companies may merge or consolidate with or into one or more limited liability companies formed under the laws of the state of Kansas or any other stat…