Amending the Kansas revised limited liability company act, the business entity transactions act and the business entity standard treatment act.

HOUSE BILL No. 2371
AN A CT concerning business entities; relating to the Kansas revised limited liability
company act; providing for document form, signature and delivery options;
specifying that a subscription for a limited liability company interest is irrevocable
under certain circumstances; modifying requirements related to domestic limited
liability company division, certificates of division and certificates of amendment of
certificate of division and certificates of merger or consolidation of series; relating to
series limited liability companies; authorizing a limited liability company and any of
its series to elect to consolidate its operations as a single taxpayer and elect to be
treated as a single business for certain purposes; permitting operating agreements to
impose restrictions, duties and obligations on members; specifying that wrongful
transfer of property with intent to hinder, delay or defraud creditors or to defraud
shall be deemed void; relating to the business entity transactions act; modifying
requirements related to certificates of merger, certificates of interest exchange,
certificates of conversion and certificates of domestication; relating to the business
entity standard treatment act; including certificates of amendment to certificate of
designation and certificates of merger or consolidation of series as documents related
to limited liability companies to be filed with the secretary of state; specifying
circumstances under which changes related to a resident agent shall be deemed a
change of name of the person or entity acting as a resident agent; amending K.S.A.
17-7662, 17-7663, 17-7668, 17-7670, 17-7681, 17-7682, 17-7685a, 17-7686, 17-
7687, 17-7690, 17-7695, 17-7698, 17-76,143, 17-76,143a, 17-76,145, 17-76,146, 17-
76,148, 17-76,149, 17-76,151, 17-76,152, 17-78-205, 17-78-206, 17-78-305, 17-78-
306, 17-78-405, 17-78-505, 17-7904, 17-7925, 17-7927 and 17-7929 and K.S.A.
2024 Supp. 17-76,136 and repealing the existing sections; also repealing K.S.A. 17-
76,150
.
Be it enacted by the Legislature of the State of Kansas:
New Section 1. (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 governed by the
Kansas revised limited liability company act or the operating agreement
may be provided for in a document, and an electronic transmission is
the equivalent of a written document.
(B) Whenever the Kansas revised limited liability company act or
the operating agreement requires or permits a signature, the signature
may be a manual, facsimile, conformed or electronic signature.
"Electronic signature" means an electronic symbol or process that is
attached to, or logically associated with, a document and executed or
adopted by a person with an intent to execute, authenticate or adopt the
document. A person may execute a document with such person's
signature.
(C) Unless otherwise provided in the operating agreement or
agreed between the sender and recipient, an electronic transmission is
delivered to a person for purposes of the Kansas revised limited
liability company act and the operating agreement when it enters an
information processing system that the person has designated for the
purpose of receiving electronic transmissions of the type delivered if
the electronic transmission is in a form capable of being processed by
that system and such person is able to retrieve the electronic
transmission. Whether a person has so designated an information
processing system is determined by the operating agreement or from
the context and surrounding circumstances, including the parties'
conduct. An electronic transmission is delivered under this section even
if no person is aware of its receipt. Receipt of an electronic
acknowledgement from an information processing system establishes
that an electronic transmission was received but, by itself, does not
establish that the content sent corresponds to the content received.
(2) The Kansas revised limited liability company act shall not
prohibit one or more persons from conducting a transaction in
accordance with the uniform electronic transactions act, K.S.A. 16-601
et seq., and amendments thereto, if the part or parts of the transaction
that are governed by the Kansas revised limited liability company act
are documented, signed and delivered in accordance with this
subsection or otherwise in accordance with the Kansas revised limited
liability company act. This subsection shall apply solely for purposes of
determining whether an act or transaction has been documented, and
the document has been signed and delivered, in accordance with the
HOUSE BILL No. 2371—page 2
Kansas revised limited liability company act and the operating
agreement.
(b) (1) Subsection (a) shall not apply to:
(A) A document filed with or submitted to the secretary of state or
a court or other judicial or governmental body of this state;
(B) a certificate of limited liability company interest, except that a
signature on a certificate of limited liability company interest may be
manual, facsimile or electronic signature; and
(C) an act or transaction effected pursuant to article 79 of chapter
17 of the Kansas Statutes Annotated, and amendments thereto, or
K.S.A. 17-7667, 17-76,130, 17-76,131, 17-76,132 and 17-76,133, and
amendments thereto.
(2) The provisions of paragraph (1) shall not create any
presumption about the lawful means to document a matter addressed by
this subsection or the lawful means to sign or deliver a document
addressed by this subsection. A provision of the operating agreement
shall not limit the application of subsection (a) unless the provision
expressly restricts one or more of the means of documenting an act or
transaction, or of signing or delivering a document, permitted by
subsection (a).
(c) In the event that any provision of the Kansas revised limited
liability company act is deemed to modify, limit or supersede the
federal electronic signatures in global and national commerce act, 15
U.S.C. § 7001 et. seq., the provisions of the Kansas revised limited
liability company act shall control to the fullest extent permitted by 15
U.S.C. § 7002(a)(2).
(d) This section shall be a part of and supplemental to article 76 of
chapter 17 of the Kansas Statutes Annotated, and amendments thereto.
New Sec. 2. (a) For all purposes of the laws of the state of Kansas,
a subscription for a limited liability company interest, whether
submitted in writing, by means of electronic transmission or as
otherwise permitted by applicable law, is irrevocable if the subscription
states that such subscription is irrevocable to the extent provided by the
terms of the subscription.
(b) This section shall be a part of and supplemental to article 76 of
chapter 17 of the Kansas Statutes Annotated, and amendments thereto.
Sec. 3. K.S.A. 17-7662 is hereby amended to read as follows: 17-
7662. K.S.A. 17-7662 through 17-76,142, and amendments thereto, and
K.S.A. 17-76,143 through 17-76,146, 17-7676a, 17-7685a, 17-76,143a
and 17-76,147 through 17-76,155, and amendments thereto, and
sections 1 and 2, and amendments thereto, shall be known and may be
cited as the Kansas revised limited liability company act.
Sec. 4. K.S.A. 17-7663 is hereby amended to read as follows: 17-
7663. 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 amended.
(b) "Bankruptcy" means an event that causes a person to cease to
be a member as provided in K.S.A. 17-7689, and amendments thereto.
(c) "Contribution" means any cash, property, services rendered or
a promissory note or other obligation to contribute cash or property or
to perform services, which that a person contributes to a limited
liability company in such person's capacity as a member.
(d) "Document" means:
(1) Any tangible medium on which information is inscribed.
"Document" includes handwritten, typed, printed or similar
instruments and copies of such instruments; and
(2) an electronic transmission.
HOUSE BILL No. 2371—page 3
(e) "Electronic transmission" means any form of communication
not directly involving the physical transmission of paper, including the
use of, or participation in, one or more electronic networks or
databases, including one or more distributed electronic networks or
databases, that creates a record that may be retained, retrieved and
reviewed by a recipient thereof and directly reproduced in paper form
by such a recipient through an automated process.
(f) "Foreign limited liability company" means a limited liability
company formed under the laws of any state or under the laws of any
foreign country or other foreign jurisdiction. When used in the Kansas
revised limited liability company act in reference to a foreign limited
liability company, the terms "operating agreement," "limited liability
company interest," "manager" or "member" shall mean an operating
agreement, limited liability company interest, manager or member,
respectively, under the laws of the state or foreign country or other
foreign jurisdiction under which the foreign limited liability company is
formed.
(e)(g) "Knowledge" means a person's actual knowledge of a fact,
rather than the person's constructive knowledge of the fact.
(f)(h) "Limited liability company" and "domestic limited liability
company" means mean a limited liability company formed under the
laws of the state of Kansas and having one or more members.
(g)(i) "Limited liability company interest" means a member's
share of the profits and losses of a limited liability company and a
member's right to receive distributions of the limited liability
company's assets.
(h)(j) "Liquidating trustee" means a person carrying out the
winding up of a limited liability company.
(i)(k) "Manager" means a person who is named as a manager of a
limited liability company in, or designated as a manager of a limited
liability company pursuant to, an operating agreement or similar
instrument under which the limited liability company is formed.
"Manager" includes a manager of the limited liability company
generally and a manager associated with a series of the limited
liability company. Unless the context otherwise requires, references in
the Kansas revised limited liability company act to a manager,
including references in the Kansas revised limited liability company act
to a manager of a limited liability company, shall be deemed to be
references to a manager of the limited liability company generally and
to a manager associated with a series with respect to such series.
(j)(l) "Member" means a person who is admitted to a limited
liability company as a member as provided in K.S.A. 17-7686, and
amendments thereto. "Member" includes a member of the limited
liability company generally and a member associated with a series of
the limited liability company. Unless the context otherwise requires,
references in the Kansas revised limited liability company act to a
member, including references in the Kansas revised limited liability
company act to a member of a limited liability company, shall be
deemed to be references to a member of the limited liability company
generally and to a member associated with a series with respect to
such series.
(k)(m) "Operating agreement" means any agreement, whether
referred to as an operating agreement, limited liability company
agreement or otherwise, written, oral, or implied, of the member or
members as to the affairs of a limited liability company and the conduct
of its business. A member or manager of a limited liability company or
an assignee of a limited liability company interest is bound by the
operating agreement whether or not the member or manager or assignee
executes the operating agreement. A limited liability company ,
HOUSE BILL No. 2371—page 4
including any series thereof, is not required to execute its operating
agreement. A limited liability company, including any series thereof, is
bound by its operating agreement whether or not the limited liability
company, or any series thereof, executes the operating agreement. An
operating agreement of a limited liability company having only one
member shall not be unenforceable by reason of there being only one
person who is a party to the operating agreement. An operating
agreement is not subject to any statute of frauds, including K.S.A. 33-
106, and amendments thereto. An operating agreement may provide
rights to any person, including a person who is not a party to the
operating agreement, to the extent set forth therein. A written operating
agreement or another written agreement or writing:
(1) May provide that a person shall be admitted as a member of a
limited liability company, or shall become an assignee of a limited
liability company interest or other rights or powers of a member to the
extent assigned:
(A) If such person, or a representative authorized by such person
orally, in writing or by other action such as payment for a limited
liability company interest, executes the operating agreement or any
other writing evidencing the intent of such person to become a member
or assignee; or
(B) without such execution, if such person, or a representative
authorized by such person orally, in writing or by other action such as
payment for a limited liability company interest, complies with the
conditions for becoming a member or assignee as set forth in the
operating agreement or any other writing; and
(2) shall not be unenforceable by reason of its not having been
signed by a person being admitted as a member or becoming an
assignee as provided in subsection (k)(1), or by reason of its having
been signed by a representative as provided in the Kansas revised
limited liability company act; and
(3) may consist of one or more agreements, instruments or other
writings and include or incorporate one or more schedules,
supplements or other writings containing provisions as to the conduct
of the business and affairs of the limited liability company or any series
thereof.
(l)(n) "Person" means a natural person, partnership, whether
general or limited, limited liability company, trust, including a common
law trust, business trust, statutory trust, voting trust or any other form
of trust, estate, association, including any group, organization, co-
tenancy cotenancy , plan, board, council or committee, corporation,
government, including a country, state, county or any other
governmental subdivision, agency or instrumentality, custodian,
nominee or any other individual or entity, or series thereof, in its own
or any representative capacity, in each case, whether domestic or
foreign.
(m)(o) "Personal representative" means, as to a natural person, the
executor, administrator, guardian, conservator or other legal
representative thereof and, as to a person other than a natural person,
the legal representative or successor thereof.
(n)(p) "Series" means a designated series of members, managers,
limited liability company interests or assets that is established in
accordance with K.S.A. 17-76,143, and amendments thereto.
(o)(q) "State" means the District of Columbia or the
commonwealth of Puerto Rico or any state, territory, possession or
other jurisdiction of the United States other than the state of Kansas.
Sec. 5. K.S.A. 17-7668 is hereby amended to read as follows: 17-
7668. (a) Unless otherwise specifically prohibited by law, a limited
liability company may carry on any lawful business, purpose or
HOUSE BILL No. 2371—page 5
activity, whether or not for profit with the exception of the business of
granting policies of insurance, or assuming insurance risks or banking
as defined in K.S.A. 9-702, and amendments thereto.
(b) A limited liability company shall possess and may exercise all
the powers and privileges granted by this act or by any other law or by
its operating agreement, together with any powers incidental thereto,
including such powers and privileges as are necessary or convenient to
the conduct, promotion or attainment of the business, purposes or
activities of the limited liability company.
(c) A limited liability company organized and existing under the
Kansas revised limited liability company act or otherwise qualified to
do business in Kansas may have and exercise all powers that may be
exercised by a Kansas professional association or professional
corporation under the professional corporation law of Kansas,
including employment of professionals to practice a profession, which
shall be limited to the practice of one profession, except as provided in
K.S.A. 17-2710, and amendments thereto.
(d) Only a qualified person may be a member of a limited liability
company organized to exercise powers of a professional association or
professional corporation. No membership may be transferred to another
person until there is presented to such limited liability company a
certificate by the licensing body, as defined in K.S.A. 74-146, and
amendments thereto, stating that the person to whom the transfer is
made or the membership issued is duly licensed to render the same type
of professional services as that for which the limited liability company
was organized.
(e) As used in the section, "qualified person" means:
(1) Any natural person licensed to practice the same type of
profession that any professional association or professional corporation
is authorized to practice;
(2) the trustee of a trust that is a qualified trust under section
401(a) of the federal internal revenue code of 1986, as in effect, on July
1, 1999, or of a contribution plan that is a qualified employee stock
ownership plan under section 409A(a) of the federal internal revenue
code of 1986, as in effect, on July 1, 1999;
(3) the trustee of a revocable living trust established by a natural
person who is licensed to practice the type of profession that any
professional association or professional corporation is authorized to
practice, if the terms of such trust provide that such natural person is
the principal beneficiary and sole trustee of such trust and such trust
does not continue to hold title to membership in the limited liability
company following such natural person's death for more than a
reasonable period of time necessary to dispose of such membership;
(4) a Kansas professional corporation or foreign professional
corporation in which at least one member or shareholder is authorized
by a licensing body, as defined in K.S.A. 74-146, and amendments
thereto, to render in this state a professional service permitted by the
articles of organization;
(5) a general partnership or limited liability company, if all
partners or members thereof are authorized to render the professional
services permitted by the articles of organization of the limited liability
company formed pursuant to this section and in which at least one
partner or member is authorized by a licensing authority of this state to
render in this state the professional services permitted by the articles of
organization of the limited liability company; or
(6) a healing arts school clinic authorized to perform professional
services in accordance with K.S.A. 65-2877a, and amendments thereto.
(f) Nothing in this act shall restrict or limit in any manner the
authority and duty of any licensing body, as defined in K.S.A. 74-146,
HOUSE BILL No. 2371—page 6
and amendments thereto, for the licensing of individual persons
rendering a professional service or the practice of the profession that is
within the jurisdiction of the licensing body, notwithstanding that the
person is an officer, manager, member or employee of a limited liability
company organized to exercise powers of a professional association or
professional corporation. Each licensing body may adopt rules and
regulations governing the practice of each profession as are necessary
to enforce and comply with this act and the law applicable to each
profession.
(g) A licensing body, as defined in K.S.A. 74-146, and
amendments thereto, the attorney general or district or county attorney
may bring an action in the name of the state of Kansas in quo warranto
or injunction against a limited liability company engaging in the
practice of a profession without complying with the provisions of this
act.
(h) Notwithstanding any provision of this act to the contrary,
without limiting the general powers enumerated in subsection (b), a
limited liability company shall, subject to such standards and
restrictions, if any, as are set forth in its operating agreement, have the
power and authority to make contracts of guaranty and suretyship and
enter into interest rate, basis, currency, hedge or other swap agreements
or cap, floor, put, call, option, exchange or collar agreements,
derivative agreements, or other agreements similar to any of the
foregoing.
(i) Unless otherwise provided in an operating agreement, a limited
liability company has the power and authority to grant, hold or exercise
a power of attorney, including an irrevocable power of attorney.
(j) (1) (A) Except as provided in subparagraph (B), any act or
transaction that may be taken by or in respect of a limited liability
company under the Kansas revised limited liability company act or an
operating agreement, but that is void or voidable when taken, may be
ratified, or the failure to comply with any requirements of the operating
agreement making such act or transaction void or voidable may be
waived, by the members, managers or other persons whose approval
would be required under the operating agreement (i) for such act or
transaction to be validly taken, or (ii) to amend the operating
agreement in a manner that would permit such act or transaction to be
validly taken, in each case at the time of such ratification or waiver.
(B) If the void or voidable act or transaction was the issuance or
assignment of any limited liability company interests, the limited
liability company interests purportedly issued or assigned shall be
deemed not to have been issued or assigned for purposes of
determining whether the void or voidable act or transaction was
ratified or waived pursuant to this subsection.
(2) Any act or transaction that is ratified, or with respect to which
the failure to comply with any requirements of the operating agreement
is waived, pursuant to this subsection shall be deemed validly taken at
the time of such act or transaction.
(3) If an amendment to the operating agreement to permit any
such act or transaction to be validly taken would require notice to any
members, managers or other persons under the operating agreement
and the ratification or waiver of such act or transaction is effectuated
pursuant to this subsection by the members, managers or other persons
whose approval would be required to amend the operating agreement,
notice of such ratification or waiver shall be given following such
ratification or waiver to the members, managers or other persons who
would have been entitled to notice of such an amendment and who
have not otherwise received notice of, or participated in, such
ratification or waiver.
HOUSE BILL No. 2371—page 7
(4) The provisions of this subsection shall not be construed to
limit the accomplishment of a ratification or waiver of a void or
voidable act by other means permitted by law.
(5) Upon application of the limited liability company, any
member, manager or person claiming to be substantially and adversely
affected by a ratification or waiver pursuant to this subsection,
excluding any harm that would have resulted if such act or transaction
had been valid when taken, the district court may hear and determine
the validity and effectiveness of the ratification of, or waiver with
respect to, any void or voidable act or transaction effectuated pursuant
to this subsection. In any such application, the limited liability
company shall be named as a party and service of the application upon
the resident agent of the limited liability company shall be deemed to
be service upon the limited liability company, and no other party need
be joined in order for the court to adjudicate the validity and
effectiveness of the ratification or waiver. The court may make such
order respecting further or other notice of such application as it deems
proper under these circumstances. Nothing in this paragraph limits or
affects the right to serve process in any other manner now or hereafter
provided by law, and this provision is an extension of and not a
limitation upon the right otherwise existing of service of legal process
upon nonresidents.
Sec. 6. K.S.A. 17-7670 is hereby amended to read as follows: 17-
7670. (a) Subject to such standards and restrictions, if any, as are set
forth in its operating agreement, a limited liability company may, and
shall have the power to, indemnify and hold harmless any member or
manager or other person from and against any and all claims and
demands whatsoever.
(b) (1) Except as provided in the operating agreement, to the
extent that a present or former member, manager , or officer, employee
or agent of a limited liability company has been successful on the
merits or otherwise as a plaintiff in an action to determine that the
plaintiff is a member of a limited liability company or in defense of any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that
such person is or was a member, manager, officer, employee or agent of
the limited liability company, or is or was serving at the request of the
limited liability company as a member, manager, director, officer,
employee or agent of another limited liability company, corporation,
partnership, joint venture, trust or other enterprise, or in defense of any
claim, issue or matter therein, such member, manager, officer,
employee or agent shall be indemnified by the limited liability
company against expenses actually and reasonably incurred by such
person in connection therewith, including attorney fees.
(2) For indemnification with respect to any act or omission
occurring after June 30, 2025, references to "officer" for purposes of
this subsection only means an officer of the limited liability company
who:
(A) Is or was the president, chief executive officer, chief operating
officer, chief financial officer, chief legal officer, controller, treasurer or
chief accounting officer of the limited liability company; or
(B) is or was identified in the limited liability company's public
filings with the United States securities and exchange commission,
because such person is or was one of the most highly compensated
executive officers of the limited liability company.
Sec. 7. K.S.A. 17-7681 is hereby amended to read as follows: 17-
7681. (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
HOUSE BILL No. 2371—page 8
laws of the state of Kansas or any other state or any foreign country or
other foreign jurisdiction, or any combination thereof, with such limited
liability company as the agreement shall provide being the surviving or
resulting limited liability company.
(1) (A) Unless otherwise provided in the operating agreement, an
agreement of merger or consolidation shall be consented to or approved
by each domestic limited liability company which that is to merge or
consolidate by members who own more than 50% of the then-current
percentage or other interest in the profits of the domestic limited
liability company owned by all of the members;
(B) 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 subsection (a)(1)(A), but shall be
governed by this subparagraph. Unless otherwise provided in the
operating agreement, an agreement of merger or consolidation shall be
consented to or approved by each domestic limited liability company
which that is to merge or consolidate 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
domestic limited liability company owned by all of the members or by
the members in each class or group, as appropriate.
(2) In connection with a merger or consolidation hereunder, rights
or securities of, or interests in, a domestic limited liability company
which that is a constituent party to the merger or consolidation may be
exchanged for or converted into cash, property, rights or securities of,
or interests in, the surviving or resulting limited liability company or, in
addition to or in lieu thereof, may be exchanged for or converted into
cash, property, rights or securities of, or interests in, an entity as
defined in K.S.A. 17-78-102, and amendments thereto, that is not the
surviving or resulting limited liability company in the merger or
consolidation, may remain outstanding, or may be canceled.
(3) Notwithstanding prior consent or approval, an agreement of
merger or consolidation may be terminated or amended pursuant to a
provision for such termination or amendment contained in the
agreement of merger or consolidation.
(b) The limited liability company surviving or resulting in or from
the merger or consolidation shall file a certificate of merger or
consolidation executed by one or more authorized persons on behalf of
the domestic limited liability company when it is the surviving or
resulting entity with the secretary of state. The certificate of merger or
consolidation shall state:
(1) The name and jurisdiction of formation or organization of each
of the limited liability companies which that is to merge or consolidate;
(2) that an agreement of merger or consolidation has been
consented to or approved and executed by each of the limited liability
companies which that is to merge or consolidate;
(3) the name of the surviving or resulting limited liability
company;
(4) in the case of a merger in which a domestic limited liability
company is the surviving entity, such amendments, if any, to the
articles of organization of the surviving domestic limited liability
company to change its name, registered office or resident agent as are
desired to be effected by the merger, and such amendments may amend
and restate the articles of organization of the surviving domestic
limited liability company in its entirety;
(5) the future effective date or time, which shall be a date certain,
of the merger or consolidation if it is not to be effective upon the filing
HOUSE BILL No. 2371—page 9
of the certificate of merger or consolidation;
(6) that the agreement of merger or consolidation is on file at a
place of business of the surviving or resulting limited liability company,
and shall state the address thereof;
(7) that a copy of the agreement of merger or consolidation will be
furnished by the surviving or resulting limited liability company, on
request and without cost, to any member of any limited liability
company which that is to merge or consolidate; and
(8) if the surviving or resulting limited liability company is not a
domestic limited liability company, a statement that such surviving or
resulting limited liability company agrees that it may be served with
process in the state of Kansas in any action, suit or proceeding for the
enforcement of any obligation of any domestic limited liability
company which that is to merge or consolidate, irrevocably appointing
the secretary of state as its agent to accept service of process in any
such action, suit or proceeding and specifying the address to which a
copy of such process shall be mailed to it by the secretary of state.
(c) A certificate of merger or consolidation shall act as a certificate
of cancellation for a domestic limited liability company which that is
not the surviving or resulting limited liability company in the merger or
consolidation. A certificate of merger that sets forth any amendment in
accordance with subsection (b)(4) shall be deemed to be an amendment
to the articles of organization of the limited liability company, and the
limited liability company shall not be required to take any further
action to amend its articles of organization under K.S.A. 17-7674 or
17-7680, and amendments thereto, with respect to such amendments set
forth in the certificate of merger. Whenever this section requires the
filing of a certificate of merger or consolidation, such requirement shall
be deemed satisfied by the filing of an agreement of merger or
consolidation containing the information required by this section to be
set forth in the certificate of merger or consolidation.
(d) (1) For a limited liability company if it is the surviving or
resulting limited liability company in the merger or consolidation, an
agreement of merger or consolidation consented to or approved in
accordance with subsection (a) may:
(1)(A) Effect any amendment to the operating agreement; or
(2)(B) effect the adoption of a new operating agreement , for a
limited liability company if it is the surviving or resulting limited
liability company in the merger or consolidation.
(2) Any amendment to an operating agreement or adoption of a
new operating agreement made pursuant to the foregoing sentence
paragraph (1) shall be effective at the effective time or date of the
merger or consolidation and shall be effective notwithstanding any
provision of the operating agreement relating to amendment or
adoption of a new operating agreement, other than a provision that by
its terms applies to an amendment to the operating agreement or the
adoption of a new operating agreement, in either case, in connection
with a merger or consolidation. The provisions of this subsection shall
not be construed to limit the accomplishment of a merger or of any of
the matters referred to herein by any other means provided for in an
operating agreement or other agreement or as otherwise permitted by
law, including that the operating agreement of any constituent limited
liability company to the merger or consolidation, including a limited
liability company formed for the purpose of consummating a merger or
consolidation, shall be the operating agreement of the surviving or
resulting limited liability company.
(e) When any merger or consolidation shall have become effective
under this section, for all purposes of the laws of the state of Kansas, all
of the rights, privileges and powers of each of the limited liability
HOUSE BILL No. 2371—page 10
companies that have merged or consolidated, and all property, real,
personal and mixed, and all debts due to any of the limited liability
companies, as well as all other things and causes of action belonging to
each of such limited liability companies, shall be vested in the
surviving or resulting limited liability company, and shall thereafter be
the property of the surviving or resulting limited liability company as
they were of each of the limited liability companies that have merged
or consolidated, and the title to any real property vested by deed or
otherwise, under the laws of the state of Kansas, in any of such limited
liability companies, shall not revert or be in any way impaired by
reason of this act, but all rights of creditors and all liens upon any
property of any of the limited liability companies shall be preserved
unimpaired, and all debts, liabilities and duties of each of the limited
liability companies that have merged or consolidated shall thenceforth
attach to the surviving or resulting limited liability company, and may
be enforced against it to the same extent as if the debts, liabilities and
duties had been incurred or contracted by it. Unless otherwise agreed, a
merger or consolidation of a domestic limited liability company,
including a domestic limited liability company which that is not the
surviving or resulting entity in the merger or consolidation, shall not
require such domestic limited liability company to wind up its affairs
under K.S.A. 17-76,118, and amendments thereto, or pay its liabilities
and distribute its assets under K.S.A. 17-76,119, and amendments
thereto, and the merger or consolidation shall not constitute a
dissolution of such limited liability company.
(f) A limited liability company may merge or consolidate with or
into any other entity in accordance with the business entity transactions
act, K.S.A. 17-78-101 et seq., and amendments thereto.
(g) An operating agreement may provide that a domestic limited
liability company shall not have the power to merge or consolidate as
set forth in this section.
Sec. 8. K.S.A. 17-7682 is hereby amended to read as follows: 17-
7682. Unless otherwise provided in an operating agreement or an
agreement of merger or consolidation may provide that contractual or a
plan of division, no appraisal rights shall be available with respect to a
limited liability company interest or another interest in a limited
liability company shall be available for any class, group or series of
members or limited liability company interests, including in connection
with any amendment of an operating agreement, any merger or
consolidation in which the limited liability company or a series of the
limited liability company is a constituent party to the merger or
consolidation, any division of the limited liability company, or the sale
of all or substantially all of the limited liability company's assets. The
district court shall have jurisdiction to hear and determine any matter
relating to any such appraisal rights provided in an operating
agreement or an agreement of merger or consolidation or a plan of
division.
Sec. 9. K.S.A. 17-7685a is hereby amended to read as follows: 17-
7685a. (a) As used in this section, and K.S.A. 17-76,150, and
amendments thereto, and K.S.A. 17-7675 and 17-7686 , and
amendments thereto:
(1) "Dividing company" means the domestic limited liability
company that is effecting a division in the manner provided in this
section.
(2) "Division" means the division of a dividing company into two
or more domestic limited liability companies in accordance with this
section.
(3) "Division company" means a surviving company, if any, and
each resulting company.
HOUSE BILL No. 2371—page 11
(4) "Division contact" means, in connection with any division, a
natural person who is a Kansas resident, any division company in such
division or any other domestic limited liability company or other
domestic entity as defined in K.S.A. 17-78-102, and amendments
thereto, which division contact shall maintain a copy of the plan of
division for a period of six years from the effective date of the division
and shall comply with subsection (g)(3).
(5) "Organizational documents" means the articles of organization
and operating agreement of a domestic limited liability company.
(6) "Resulting company" means a domestic limited liability
company formed as a consequence of a division.
(7) "Surviving company" means a dividing company that survives
the division.
(b) Pursuant to a plan of division, any domestic limited liability
company may, in the manner provided in this section, be divided into
two or more domestic limited liability companies. The division of a
domestic limited liability company in accordance with this section and,
if applicable, the resulting cessation of the existence of the dividing
company pursuant to a certificate of division shall not be deemed to
affect the personal liability of any person incurred prior to such division
with respect to matters arising prior to such division, nor shall it be
deemed to affect the validity or enforceability of any obligations or
liabilities of the dividing company incurred prior to such division;,
except that such the obligations and liabilities of the dividing company
shall be allocated to and vested in, and valid and enforceable
obligations of, such division company or companies to which such
obligations and liabilities have been allocated pursuant to the plan of
division, as provided in subsection (l). Each resulting company in a
division shall be formed in compliance with the requirements of the
Kansas revised limited liability company act and subsection (i).
(c) If the operating agreement of the dividing company specifies
the manner of adopting a plan of division, the plan of division shall be
adopted as specified in the operating agreement. If the operating
agreement of the dividing company does not specify the manner of
adopting a plan of division and does not prohibit a division of the
limited liability company, the plan of division shall be adopted in the
same manner as is specified in the operating agreement for authorizing
a merger or consolidation that involves the limited liability company as
a constituent party to the merger or consolidation. If the operating
agreement of the dividing company does not specify the manner of
adopting a plan of division or authorizing a merger or consolidation
that involves the limited liability company as a constituent party and
does not prohibit a division of the limited liability company, the
adoption of a plan of division shall be authorized by the consent or
approval of members who own more than 50% of the then-current
percentage or other interest in the profits of the dividing company
owned by all of the members. Notwithstanding prior consent or
approval, a plan of division may be terminated or amended pursuant to
a provision for such termination or amendment contained in the plan of
division.
(d) Unless otherwise provided in a plan of division, the division of
a domestic limited liability company pursuant to this section shall not
require such limited liability company to wind up its affairs under
K.S.A. 17-76,118, and amendments thereto, or pay its liabilities and
distribute its assets under K.S.A. 17-76,119, and amendments thereto,
and the division shall not constitute a dissolution of such limited
liability company.
(e) In connection with a division under this section, rights or
securities of, or interests in, the dividing company may be exchanged
HOUSE BILL No. 2371—page 12
for or converted into cash, property, rights or securities of, or interests
in, the surviving company or any resulting company or, in addition to
or in lieu thereof, may be exchanged for or converted into cash,
property, rights or securities of, or interests in, an entity as defined in
K.S.A. 17-78-102, and amendments thereto, that is not a division
company, or may be canceled or remain outstanding, if the dividing
company is a surviving company.
(f) (1) A plan of division adopted in accordance with subsection
(c):
(A) May effect: (i) Any amendment to the operating agreement of
the dividing company if it is a surviving company in the division; or (ii)
the adoption of a new operating agreement for the dividing company if
it is a surviving company in the division; and
(B) shall effect the adoption of a new an operating agreement for
each resulting company.
(2) Any amendment to an operating agreement or adoption of a
new operating agreement for the dividing company, if it is a surviving
company in the division, or adoption of a new an operating agreement
for each resulting company made pursuant to this subsection shall be
effective at the effective time or date of the division. Any amendment
to an operating agreement or adoption of an operating agreement for
the dividing company, if it is a surviving company in the division, shall
be effective notwithstanding any provision in the operating agreement
of the dividing company relating to amendment or adoption of a new
operating agreement, other than a provision that by its terms applies to
an amendment to the operating agreement or the adoption of a new
operating agreement, in either case, in connection with a division,
merger or consolidation.
(g) If a domestic limited liability company is dividing under this
section, the dividing company shall adopt a plan of division that shall
set forth:
(1) The terms and conditions of the division, including:
(A) Any conversion or exchange of the limited liability company
interests of the dividing company into or for limited liability company
interests or other securities or obligations of any division company or
cash, property, or rights or securities or obligations of or interests in an
entity as defined in K.S.A. 17-78-102, and amendments thereto, that is
not a division company, or that the limited liability company interests
of the dividing company shall remain outstanding or be canceled, or
any combination of the foregoing; and
(B) the allocation of assets, property, rights, series, debts,
liabilities, and duties of the dividing company among the division
companies;
(2) the name of each resulting company and, if the dividing
company will survive the division, the name of the surviving company;
(3) the name and business address of a division contact, which
shall have custody of a copy of the plan of division. The division
contact, or any successor division contact, shall serve for a period of six
years following the effective date of the division. During such six-year
period, the division contact shall provide, without cost, to any creditor
of the dividing company, within 30 days following the division
contact's receipt of a written request from any creditor of the dividing
company, the name and business address of the division company to
which the claim of such creditor was allocated pursuant to the plan of
division; and
(4) any other matters that the dividing company determines to
include therein.
(h) (1) If a domestic limited liability company divides under this
section, the surviving dividing company, if any, or any other division
HOUSE BILL No. 2371—page 13
company shall file a certificate of division executed by one or more
authorized persons on behalf of such division dividing company in the
office of the secretary of state in accordance with K.S.A. 17-7910, and
amendments thereto, and articles of organization that comply with
K.S.A. 17-7673, and amendments thereto, for each resulting company
executed by one or more authorized persons in accordance with K.S.A.
17-7908(b), and amendments thereto.
(2) The certificate of division shall state:
(1)(A) The name of the dividing company and, if it has been
changed, the name under which its articles of organization were
originally filed and whether the dividing company is a surviving
company;
(2)(B) the name of each division company;
(3)(C) the name and business address of the division contact
required by subsection (g)(3);
(4)(D) the future effective date or time, which shall be a date or
time certain, of the division if it is not to be effective upon the filing of
the certificate of division;
(5)(E) that the division has been consented to or approved in
accordance with this section;
(6)(F) that the plan of division is on file at a place of business of
such division company as is specified therein, and shall state the
address thereof; and
(7)(G) that a copy of the plan of division will be furnished by such
division company as is specified therein, on request and without cost,
to any member of the dividing company; and
(H) any other information that the dividing company determines
to include therein.
(3) A certificate of division may be amended to change the name
or business address of the division contact in a certificate of division or
to change information in the certificate of division required by
subsection (h) (2)(F). A certificate of division is amended by filing a
certificate of amendment of certificate of division for each division
company that exists as a limited liability company in the office of the
secretary of state. Each certificate of amendment of certificate of
division shall include all of the following:
(A) The name of the dividing company and, if the name has been
changed, the name under which the dividing company's articles of
organization were originally filed;
(B) the name of the division company to which the amendment to
the certificate of division relates; and
(C) the amendment to the certificate of division.
(4) If the dividing company is a surviving company, a manager of
the dividing company or, if there is no manager of the dividing
company, any member of the dividing company who becomes aware
that the name or business address of the division contact, or
information in the certificate of division required by subsection (h)(2)
(F), in a certificate of division was false when made or that the name
or business address of the division contact, or information in the
certificate of division required by subsection (h)(2)(F), in a certificate
of division has changed, shall promptly amend the certificate of
division. If the dividing company is not a surviving company or no
longer exists as a limited liability company, a manager of any resulting
company or, if there is no manager of any resulting company, then any
member of any resulting company who becomes aware that the name
or business address of the division contact, or information in the
certificate of division required by subsection (h)(2)(F), in a certificate
of division was false when made or that the name or business address
of the division contact, or information in the certificate of division
HOUSE BILL No. 2371—page 14
required by subsection (h)(2)(F), in a certificate of division has
changed, shall promptly amend the certificate of division. This
subsection does not apply after the expiration of a period of six years
following the effective date of the division.
(5) (A) Unless otherwise provided in the plan of division or the
certificate of division, each certificate of amendment of certificate of
division shall be executed as follows:
(i) If the dividing company is a surviving company, by one or more
authorized persons on behalf of the dividing company acting on behalf
of the division company to which the certificate of amendment of
certificate of division relates; and
(ii) if the dividing company is not a surviving company or no
longer exists as a limited liability company, by one or more authorized
persons on behalf of a resulting company acting on behalf of the
division company to which the certificate of amendment of certificate
of division relates.
(B) Each division company is deemed to have consented to the
execution of a certificate of amendment of certificate of division under
this paragraph.
(6) Unless otherwise provided in the Kansas revised limited
liability company act or unless a later effective date or time, which
shall be a date or time certain, is provided for in the certificate of
amendment of certificate of division, a certificate of amendment of
certificate of division is effective at the time of its filing with the
secretary of state.
(7) Subject to the Kansas revised limited liability company act, the
secretary of state shall accept the filing of certificates of amendment of
certificate of division for all division companies resulting from the
same certificates of division if at least one division company is in good
standing at the time of such filings.
(i) The certificate of division and each articles of organization for
each resulting company required by subsection (h) shall be filed
simultaneously in the office of the secretary of state and, if such
certificate and articles of organization are not to become effective upon
their filing, then each such certificate shall provide for the same
effective date or time in accordance with K.S.A. 17-7911, and
amendments thereto. Concurrently with the effective date or time of a
division, the operating agreement of each resulting company shall
become effective.
(j) A certificate of division shall act as a certificate of cancellation
for a dividing company that is not a surviving company.
(k) An operating agreement may provide that a domestic limited
liability company shall not have the power to divide as set forth in this
section.
(l) Upon the division of a domestic limited liability company
becoming effective:
(1) The dividing company shall be subdivided divided into the
distinct and independent resulting division companies named in the
plan of division, and, if the dividing company is not a surviving
company, the existence of the dividing company shall cease.
(2) For all purposes of the laws of the state of Kansas, all of the
rights, privileges and powers, and all the property, real, personal, and
mixed, of the dividing company and all debts due on whatever account
to it, as well as all other things and other causes of action belonging to
it, shall without further action be allocated to and vested in the
applicable division company in such a manner and basis and with such
effect as is specified in the plan of division, and the title to any real
property or interest therein allocated to and vested in any division
company shall not revert or be in any way impaired by reason of the
HOUSE BILL No. 2371—page 15
division.
(3) Each division company shall, from and after effectiveness of
the certificate of division, be liable as a separate and distinct domestic
limited liability company for such debts, liabilities and duties of the
dividing company as are allocated to such division company pursuant
to the plan of division in the manner and on the basis provided in
subsection (g)(1)(B).
(4) Each of the debts, liabilities and duties of the dividing
company shall without further action be allocated to and be the debts,
liabilities and duties of such division company as is specified in the
plan of division as having such debts, liabilities and duties allocated to
it, in such a manner and basis and with such effect as is specified in the
plan of division, and no other division company shall be liable therefor,
so long as the plan of division does not constitute a fraudulent transfer
under applicable law, and all liens upon any property of the dividing
company shall be preserved unimpaired, and all debts, liabilities and
duties of the dividing company shall remain attached to the division
company to which such debts, liabilities and duties have been allocated
in the plan of division, and may be enforced against such division
company to the same extent as if such debts, liabilities and duties had
originally been incurred or contracted by it in its capacity as a domestic
limited liability company.
(5) In the event that any allocation of assets, debts, liabilities and
duties to division companies in accordance with a plan of division is
determined by a court of competent jurisdiction to constitute a
fraudulent transfer, each division company shall be jointly and
severally liable on account of such fraudulent transfer notwithstanding
the allocations made in the plan of division, except that the validity and
effectiveness of the division are not otherwise affected thereby.
(6) Debts and liabilities of the dividing company that are not
allocated by the plan of division shall be the joint and several debts and
liabilities of all of the division companies.
(7) It shall not be necessary for a plan of division to list each
individual asset, property, right, series, debt, liability or duty of the
dividing company to be allocated to a division company so long as the
assets, property, rights, series, debts, liabilities or duties so allocated are
reasonably identified by any method where the identity of such assets,
property, rights, series, debts, liabilities or duties is objectively
determinable.
(8) The rights, privileges, powers, and interests in property of the
dividing company that have been allocated to a division company, as
well as the debts, liabilities and duties of the dividing company that
have been allocated to such division company pursuant to a plan of
division, shall remain vested in each such division company and shall
not be deemed, as a result of the division, to have been assigned or
transferred to such division company for any purpose of the laws of the
state of Kansas.
(9) Any action or proceeding pending against a dividing company
may be continued against the surviving company, if any, as if the
division did not occur , but subject to paragraph (4), and against any
resulting company to which the asset, property, right, series, debt,
liability or duty associated with such action or proceeding was
allocated pursuant to the plan of division by adding or substituting such
resulting company as a party in the action or proceeding.
(m) In applying the provisions of the Kansas revised limited
liability company act on distributions, a direct or indirect allocation of
property or liabilities in a division is not deemed a distribution.
(n) The provisions of this section shall not be construed to limit
the means of accomplishing a division by any other means provided for
HOUSE BILL No. 2371—page 16
in an operating agreement or other agreement or as otherwise permitted
by the Kansas revised limited liability company act or as otherwise
permitted by law.
(o) All limited liability companies formed on and after July 1,
2019, shall be governed by this section. All limited liability companies
formed prior to July 1, 2019, shall be governed by this section, except
that if the dividing company is a party to any written contract, indenture
or other agreement entered into prior to July 1, 2019, that, by its terms,
restricts, conditions or prohibits the consummation of a merger or
consolidation by the dividing company with or into another party, or
the transfer of assets by the dividing company to another party, then
such restriction, condition or prohibition shall be deemed to apply to a
division as if it were a merger, consolidation or transfer of assets, as
applicable.
Sec. 10. K.S.A. 17-7686 is hereby amended to read as follows: 17-
7686. (a) In connection with the formation of a limited liability
company, a person is admitted as a member of the limited liability
company upon the later to occur of:
(1) The formation of the limited liability company; or
(2) the time provided in and upon compliance with the operating
agreement or, if the operating agreement does not so provide, when the
person's admission is reflected in the records of the limited liability
company or as otherwise provided in the operating agreement.
(b) After the formation of a limited liability company, a person is
admitted as a member of the limited liability company:
(1) In the case of a person who is not an assignee of a limited
liability company interest, including a person acquiring a limited
liability company interest directly from the limited liability company
and a person to be admitted as a member of the limited liability
company without acquiring a limited liability company interest in the
limited liability company at the time provided in and upon compliance
with the operating agreement or, if the operating agreement does not so
provide, upon the consent of all members and when the person's
admission is reflected in the records of the limited liability company or
as otherwise provided in the operating agreement;
(2) in the case of an assignee of a limited liability company
interest, as provided in subsection (a) of K.S.A. 17-76,114, and
amendments thereto, and at the time provided in and upon compliance
with the operating agreement or, if the operating agreement does not so
provide, when any such person's permitted admission is reflected in the
records of the limited liability company; or
(3) unless otherwise provided in an agreement of merger or
consolidation, in the case of a person acquiring a limited liability
company interest in a surviving or resulting limited liability company
pursuant to a merger or consolidation approved in accordance with
subsection (a) of K.S.A. 17-7681 (a), and amendments thereto, at the
time provided in and upon compliance with the operating agreement of
the surviving or resulting limited liability company; and in the case of a
person being admitted as a member of a limited liability company
pursuant to a merger or consolidation in which such limited liability
company is not the surviving or resulting limited liability company in
the merger or consolidation, as provided in the operating agreement of
such limited liability company; or
(4) in the case of a person being admitted as a member of a
division company pursuant to a division approved in accordance with
K.S.A. 17-7685a(c), and amendments thereto, as provided in the
operating agreement of such division company or in the plan of
division, and in the event of any inconsistency, the terms of the plan of
division shall control; and in the case of a person being admitted as a
HOUSE BILL No. 2371—page 17
member of a limited liability company pursuant to a division in which
such limited liability company is not a division company in the
division, as provided in the operating agreement of such limited
liability company.
(c) A person may be admitted to a limited liability company as a
member of the limited liability company and may receive a limited
liability company interest in the limited liability company without
making a contribution or being obligated to make a contribution to the
limited liability company. Unless otherwise provided in an operating
agreement, a person may be admitted to a limited liability company as a
member of the limited liability company without acquiring a limited
liability company interest in the limited liability company. Unless
otherwise provided in an operating agreement, a person may be
admitted as the sole member of a limited liability company without
making a contribution or being obligated to make a contribution to the
limited liability company or without acquiring a limited liability
company interest in the limited liability company.
(d) Unless otherwise provided in an operating agreement or
another agreement, a member shall have no preemptive right to
subscribe to any additional issue of limited liability company interests
or another interest in a limited liability company.
Sec. 11. K.S.A. 17-7687 is hereby amended to read as follows: 17-
7687. (a) An operating agreement may provide for classes or groups of
members having such relative rights, powers and duties as the
operating agreement may provide, and may make provision for the
future creation in the manner provided in the operating agreement of
additional classes or groups of members having such relative rights,
powers and duties as may from time to time be established, including
rights, powers and duties senior to existing classes and groups of
members. An operating agreement may provide for the taking of an
action, including the amendment of the operating agreement, without
the vote, consent or approval of any member or class or group of
members, including an action to create under the provisions of the
operating agreement a class or group of limited liability company
interests that was not previously outstanding. An operating agreement
may provide that any member or class or group of members shall have
no voting rights.
(b) An operating agreement may grant to all or certain identified
members or a specified class or group of the members the right to vote
separately or with all or any class or group of the members or
managers, on any matter. V oting by members may be on a per capita,
number, financial interest, class, group or any other basis.
(c) An operating agreement may set forth provisions relating to
notice of the time, place or purpose of any meeting at which any matter
is to be voted on by any members, waiver of any such notice, action by
consent or approval without a meeting, the establishment of a record
date, quorum requirements, voting in person or by proxy, or any other
matter with respect to the exercise of any such right to vote.
(d) Unless otherwise provided in an operating agreement,
meetings of members may be held by means of conference telephone or
other communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a
meeting pursuant to this subsection shall constitute presence in person
at the meeting. Unless otherwise provided in an operating agreement,
on any matter that is to be voted on, consented to or approved by
members, the members may take such action without a meeting,
without prior notice and without a vote, if consented to or approved, in
writing, by electronic transmission, or by any other means permitted by
law, by members having not less than the minimum number of votes
HOUSE BILL No. 2371—page 18
that would be necessary to authorize or take such action at a meeting at
which all members entitled to vote thereon were present and voted.
Unless otherwise provided in an operating agreement, if a person,
whether or not then a member, consents to or approves as a member
any matter and provides that such consent or approval will be effective
at a future time, including a time determined upon the happening of an
event, then such person shall be deemed to have consented or approved
as a member at such future time so long as such person is then a
member. Unless otherwise provided in an operating agreement, on any
matter that is to be voted on by members, the members may vote in
person or by proxy, and such proxy may be granted in writing, by
means of electronic transmission or as otherwise permitted by
applicable law. Unless otherwise provided in an operating agreement, a
consent or approval transmitted by electronic transmission by a
member or by a person or persons authorized to act for a member shall
be deemed to be written and signed for purposes of this subsection. For
purposes of this subsection, the term "electronic transmission" means
any form of communication not directly involving the physical
transmission of paper, including the use of, or participation in, one or
more electronic networks or databases, including one or more
distributed electronic networks or databases, that creates a record that
may be retained, retrieved and reviewed by a recipient thereof and that
may be directly reproduced in paper form by such a recipient through
an automated process.
(e) Unless otherwise provided in the operating agreement or in the
Kansas revised limited liability company act, every member holding an
interest in profits shall be entitled to vote.
(f) If an operating agreement provides for the manner in which it
may be amended, including by requiring the approval or consent of a
person who is not a party to the operating agreement or the satisfaction
of conditions, it may be amended only in that manner or as otherwise
permitted by law, including as permitted by K.S.A. 17-7681 (e)(d), and
amendments thereto, provided that the approval or consent of any
person may be waived by such person and that any such conditions
may be waived by all persons for whose benefit such conditions were
intended. Unless otherwise provided in an operating agreement, a
supermajority amendment provision shall only apply to provisions of
the operating agreement that are expressly included in the operating
agreement. As used in this section, "supermajority amendment
provision" means any amendment provision set forth in an operating
agreement requiring that an amendment to a provision of the operating
agreement be adopted by no less than the vote or consent or approval
required to take action under such latter provision.
(g) If an operating agreement does not provide for the manner in
which it may be amended, the operating agreement may be amended
with the approval or consent of all of the members or as otherwise
permitted by law, including as permitted by K.S.A. 17-7681 (e)(d), and
amendments thereto. This subsection shall only apply to a limited
liability company whose original articles of organization were filed
with the secretary of state on or after July 1, 2014.
Sec. 12. K.S.A. 17-7690 is hereby amended to read as follows: 17-
7690. (a) Each member of a limited liability company, in person or by
attorney or other agent, has the right, subject to such reasonable
standards, including standards governing what information , including
books, records and other documents are, is to be furnished at what time
and location and at whose expense, as may be set forth in an operating
agreement or otherwise established by the manager or, if there is no
manager, then by the members, to obtain from the limited liability
company from time to time upon reasonable demand for any purpose
HOUSE BILL No. 2371—page 19
reasonably related to the member's interest as a member of the limited
liability company:
(1) True and full information regarding the status of the business
and financial condition of the limited liability company;
(2) promptly after becoming available, a copy of the limited
liability company's federal, state and local income tax returns for each
year;
(3) a current list of the name and last known business, residence or
mailing address of each member and manager;
(4) a copy of any written operating agreement and articles of
organization and all amendments thereto, together with executed copies
of any written powers of attorney pursuant to which the operating
agreement and any certificate and all amendments thereto have been
executed;
(5) true and full information regarding the amount of cash and a
description and statement of the agreed value of any other property or
services contributed by each member and which each member has
agreed to contribute in the future, and the date on which each became a
member; and
(6) other information regarding the affairs of the limited liability
company as is just and reasonable.
(b) Each manager shall have the right to examine all of the
information described in subsection (a) for a purpose reasonably related
to the position of manager.
(c) The manager of a limited liability company shall have the right
to keep confidential from the members, for such period of time as the
manager deems reasonable, any information which that the manager
reasonably believes to be in the nature of trade secrets or other
information the disclosure of which the manager in good faith believes
is not in the best interest of the limited liability company or could
damage the limited liability company or its business or which the
limited liability company is required by law or by agreement with a
third party to keep confidential.
(d) A limited liability company may maintain its books, records
and other documents in other than a written paper form, including on,
by means of, or in the form of any information storage device, method,
or one or more electronic networks or databases, including one or more
distributed electronic networks or databases, if such form is capable of
conversion into written paper form within a reasonable time.
(e) Any demand under this section shall be in writing and shall
state the purpose of such demand. In every instance where an attorney
or other agent is the person who seeks the right to obtain the
information described in subsection (a), the demand shall be
accompanied by a power of attorney or such other writing that
authorizes the attorney or other agent to so act on behalf of the member.
(f) Any action to enforce any right arising under this section shall
be brought in the district court. If the limited liability company refuses
to permit a member, or attorney or other agent acting for the member,
to obtain or a manager to examine the information described in
subsection (a) or does not reply to the demand that has been made
within five business days, or such shorter or longer period of time as is
provided for in an operating agreement, but not longer than 30 business
days, after the demand has been made, the demanding member or
manager may apply to the district court for an order to compel such
disclosure. The district court may summarily order the limited liability
company to permit the demanding member to obtain or manager to
examine the information described in subsection (a) and to make copies
or abstracts therefrom, or the district court may summarily order the
limited liability company to furnish to the demanding member or
HOUSE BILL No. 2371—page 20
manager the information described in subsection (a) on the condition
that the demanding member or manager first pay to the limited liability
company the reasonable cost of obtaining and furnishing such
information and on such other conditions as the district court deems
appropriate. When a demanding member seeks to obtain or a manager
seeks to examine the information described in subsection (a), the
demanding member or manager shall first establish: (1) That the
demanding member or manager has complied with the provisions of
this section respecting the form and manner of making demand for
obtaining or examining of such information; and (2) that the
information the demanding member or manager seeks is reasonably
related to the member's interest as a member or the manager's position
as a manager, as the case may be. The district court may, in its
discretion, prescribe any limitations or conditions with reference to the
obtaining or examining of information, or award such other or further
relief as the district court may deem just and proper. The district court
may order books, documents and records and other documents,
pertinent extracts therefrom, or duly authenticated copies thereof, to be
brought within the state of Kansas and kept in the state of Kansas upon
such terms and conditions as the order may prescribe.
(g) If a member is entitled to obtain information under the Kansas
revised limited liability company act or an operating agreement for a
purpose reasonably related to the member's interest as a member or
other stated purpose, the member's right shall be to obtain such
information as is necessary and essential to achieving that purpose.
The rights of a member or manager to obtain or examine information as
provided in this section may be expanded or restricted in an original
operating agreement or in any subsequent amendment consented to,
approved or adopted by all of the members or in compliance with any
applicable requirements of the operating agreement. The provisions of
this subsection shall not be construed to limit the ability to impose
restrictions on expand or restrict the rights of a member or manager to
obtain or examine information by any other means permitted under the
Kansas revised limited liability company act by law.
(h) A limited liability company shall maintain a current record that
identifies the name and last known business, residence, or mailing
address of each member and manager.
Sec. 13. K.S.A. 17-7695 is hereby amended to read as follows: 17-
7695. (a) An operating agreement may provide for classes or groups of
managers having such relative rights, powers and duties as the
operating agreement may provide, and may make provision for the
future creation in the manner provided in the operating agreement of
additional classes or groups of managers having such relative rights,
powers and duties as may from time to time be established, including
rights, powers and duties senior to existing classes and groups of
managers. An operating agreement may provide for the taking of an
action, including the amendment of the operating agreement, without
the vote, consent or approval of any manager or class or group of
managers, including an action to create under the provisions of the
operating agreement a class or group of limited liability company
interests that was not previously outstanding.
(b) An operating agreement may grant to all or certain identified
managers or a specified class or group of the managers the right to
vote, separately or with all or any class or group of managers or
members, on any matter. V oting by managers may be on a per capita,
number, financial interest, class, group or any other basis. Unless
otherwise provided in an operating agreement, if more than one
manager is appointed, all managers shall have an equal vote per capita.
(c) An operating agreement may set forth provisions relating to
HOUSE BILL No. 2371—page 21
notice of the time, place or purpose of any meeting at which any matter
is to be voted on by any manager or class or group of managers, waiver
of any such notice, action by consent or approval without a meeting,
the establishment of a record date, quorum requirements, voting in
person or by proxy, or any other matter with respect to the exercise of
any such right to vote.
(d) Unless otherwise provided in an operating agreement,
meetings of managers may be held by means of conference telephone
or other communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a
meeting pursuant to this subsection shall constitute presence in person
at the meeting. Unless otherwise provided in an operating agreement,
on any matter that is to be voted on, consented to or approved by the
managers, the managers may take such action without a meeting,
without prior notice and without a vote, if consented to or approved, in
writing, by electronic transmission, or by any other means permitted by
law, by managers having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at
which all managers entitled to vote thereon were present and voted.
Unless otherwise provided in an operating agreement, if a person,
whether or not then a manager, consents to or approves as a manager
any matter and provides that such consent or approval will be effective
at a future time, including a time determined upon the happening of an
event, then such person shall be deemed to have consented or approved
as a manager at such future time, so long as such person is then a
manager. Unless otherwise provided in an operating agreement, on any
matter that is to be voted on by managers, the managers may vote in
person or by proxy, and such proxy may be granted in writing, by
means of electronic transmission or as otherwise permitted by
applicable law. Unless otherwise provided in an operating agreement, a
consent or approval transmitted by electronic transmission by a
manager or by a person or persons authorized to act for a manager shall
be deemed to be written and signed for purposes of this subsection. For
purposes of this subsection, the term "electronic transmission" means
any form of communication not directly involving the physical
transmission of paper, including the use of, or participation in, one or
more electronic networks or databases, including one or more
distributed electronic networks or databases, that creates a record that
may be retained, retrieved and reviewed by a recipient thereof and that
may be directly reproduced in paper form by such a recipient through
an automated process.
Sec. 14. K.S.A. 17-7698 is hereby amended to read as follows: 17-
7698. Unless otherwise provided in the operating agreement, a member
or manager of a limited liability company has the power and authority
to delegate to one or more other persons any or all of the member's or
manager's, as the case may be, rights, powers and duties to manage and
control the business and affairs of the limited liability company. Any
such delegation may be made irrespective of whether the member or
manager has a conflict of interest with respect to the matter as to which
its rights, powers or duties are being delegated, and the person or
persons to whom any such rights, powers or duties are being delegated
shall not be deemed conflicted solely by reason of the conflict of
interest of the member or manager. Any such delegation may be to
agents, officers and employees of a member or manager or the limited
liability company, and by a management agreement or another
agreement with, or otherwise to, other persons, including a committee
of one or more persons . Unless otherwise provided in the operating
agreement, such delegation by a member or manager shall be
irrevocable if it states that it is irrevocable. Unless otherwise provided
HOUSE BILL No. 2371—page 22
in the operating agreement, such delegation by a member or manager of
a limited liability company shall not cause the member or manager to
cease to be a member or manager, as the case may be, of the limited
liability company or cause the person to whom any such rights, powers
and duties have been delegated to be a member or manager, as the case
may be, of the limited liability company. No other provision of the
Kansas revised limited liability company act or other law shall be
construed to restrict a member's or manager's power and authority to
delegate any or all of its rights, powers, and duties to manage and
control the business and affairs of the limited liability company.
Sec. 15. K.S.A. 2024 Supp. 17-76,136 is hereby amended to read
as follows: 17-76,136. (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,
issued by the secretary of state; and
(4) 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 established by rules
and regulations of the secretary of state, except that such fee shall not
exceed $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 established by rules and regulations of
the secretary of state, except that such fee shall not exceed $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.
Sec. 16. K.S.A. 17-76,143 is hereby amended to read as follows:
17-76,143. (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 or formation of one or more series,
then a series may be formed by complying with this section. Any such
series may have separate rights, powers or duties with respect to
specified property or obligations of the limited liability company or
profits and losses associated with specified property or obligations, and
to the extent provided in the operating agreement, any such series may
have a separate business purpose or investment objective. A series is
formed by the filing of a certificate of designation in the office of the
HOUSE BILL No. 2371—page 23
secretary of state. Other than pursuant to K.S.A. 17-76,143a, and
amendments thereto, a series may not merge, convert, or consolidate
pursuant to any section of the Kansas revised limited liability company
act, the business entity transactions act, K.S.A. 17-78-101 et seq., and
amendments thereto, or any other statute of this state.
(b) Notice of the limitation on liabilities of a series as referenced
in subsection (c) shall be set forth in the articles of organization of the
limited liability company. Notice in articles of organization of the
limitation on liabilities of a series as referenced in subsection (c) shall
be sufficient for all purposes of this subsection whether or not the
limited liability company has formed any series when such notice is
included in the articles of organization, and there shall be no
requirement that any specific series of the limited liability company be
referenced in such notice. The fact that articles of organization that
contain the foregoing notice of the limitation on liabilities of a series is
on file in the office of the secretary of state shall constitute notice of
such limitation on liabilities of a series.
(c) Notwithstanding anything to the contrary set forth in the
Kansas revised limited liability company act or under other applicable
law, in the event that an operating agreement establishes or provides for
the establishment of one or more series, and if to the extent the records
maintained for any series account for the assets associated with such
series separately from the other assets of the limited liability company,
or any other series thereof, and if the operating agreement so provides,
and if notice of the limitation on liabilities of a series as referenced in
this subsection is set forth in the articles of organization of the limited
liability company and if the limited liability company has filed a
certificate of designation for each series which that is to have limited
liability under this section, then the debts, liabilities, obligations and
expenses incurred, contracted for or otherwise existing with respect to
such series shall be enforceable against the assets of such series only,
and not against the assets of the limited liability company generally or
any other series thereof, and, unless otherwise provided in the operating
agreement, none of the debts, liabilities, obligations and expenses
incurred, contracted for or otherwise existing with respect to the limited
liability company generally or any other series thereof shall be
enforceable against the assets of such series. Neither the preceding
sentences nor any provision pursuant thereto in an operating agreement,
articles of organization or certificate of designation shall: Restrict a
series or limited liability company on behalf of a series from agreeing
in the operating agreement or otherwise that any or all of the debts,
liabilities, obligations, and expenses incurred, contracted for, or
otherwise existing with respect to the limited liability company
generally or any other series thereof shall be enforceable against the
assets of such series; or restrict a limited liability company from
agreeing in the operating agreement or otherwise that any or all of the
debts, liabilities, obligations, and expenses incurred, contracted for, or
otherwise existing with respect to a series shall be enforceable against
the assets of the limited liability company generally. Assets associated
with a series may be held directly or indirectly, including in the name
of such series, in the name of the limited liability company, through a
nominee or otherwise. Records maintained for a series that reasonably
identify its assets, including by specific listing, category, type, quantity,
computational, or allocational formula or procedure, including a
percentage or share of any asset or assets, or by any other method
where the identity of such assets is objectively determinable, will be
deemed to account for the assets associated with such series separately
from the other assets of the limited liability company, or any other
series thereof. As used in the Kansas revised limited liability company
HOUSE BILL No. 2371—page 24
act, a reference to assets of a series includes assets associated with such
series, a reference to assets associated with a series includes assets of
such series, a reference to members or managers of a series includes
members or managers associated with such series, and a reference to
members or managers associated with a series includes members or
managers of such series. The following shall apply to a series:
(1) A series 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, assuming insurance risks, or banking as defined
in K.S.A. 9-702, and amendments thereto. Unless otherwise provided
in an operating agreement, a series shall have the power and capacity
to, in its own name, contract, hold title to assets, including real,
personal, and intangible property, grant liens and security interests, and
sue and be sued and otherwise conduct business and exercise the
power of a limited liability company under this article. The limited
liability company and any of its series may elect to consolidate its
operations as a single taxpayer to the extent required to file
consolidated tax returns as permitted under applicable law and elect to
be treated as a single business for the purposes of qualification or
authorization to do business in this or any other state. Such elections
shall not affect the limitation of liability set forth in this section except
to the extent that the series have specifically accepted joint liability by
contract.
(2) Except as otherwise provided by the Kansas revised limited
liability company act, no member or manager of a series shall be
obligated personally for any debt, obligation or liability of such series,
whether arising in contract, tort or otherwise, solely by reason of being
a member or acting as manager of such series. Notwithstanding the
preceding sentence, under an operating agreement or under another
agreement, a member or manager may agree to be obligated personally
for any or all of the debts, obligations and liabilities of one or more
series.
(3) An operating agreement may provide for classes or groups of
members or managers associated with a series having such relative
rights, powers and duties as the operating agreement may provide, and
may make provision for the future creation in the manner provided in
the operating agreement of additional classes or groups of members or
managers associated with such series having such relative rights,
powers and duties as may from time to time be established, including
rights, powers and duties senior to existing classes and groups of
members or managers associated with such series. An operating
agreement may provide for the taking of an action, including the
amendment of the operating agreement, without the vote, consent or
approval of any member or manager or class or group of members or
managers, including an action to create under the provisions of the
operating agreement a class or group of a series of limited liability
company interests that was not previously outstanding. An operating
agreement may provide that any member or class or group of members
associated with a series shall have no voting rights or ability to
otherwise participate in the management or governance of such series,
but any such member or class or group of members are owners of the
series.
(4) An operating agreement may grant to all or certain identified
members or managers or a specified class or group of the members or
managers associated with a series the right to vote separately or with all
or any class or group of the members or managers associated with such
series, on any matter. V oting by members or managers associated with a
series may be on a per capita, number, financial interest, class, group or
any other basis.
HOUSE BILL No. 2371—page 25
(5) Unless otherwise provided in an operating agreement, the
management of a series shall be vested in the members associated with
such series in proportion to the then-current percentage or other interest
of members in the profits of such series owned by all of the members
associated with such series, the decision of members owning more than
50% of such percentage or other interest in the profits controlling,
except that if an operating agreement provides for the management of a
series, in whole or in part, by a manager or managers, the management
of such series, to the extent so provided, shall be vested in the manager
or managers who shall be chosen in the manner provided in the
operating agreement. The manager of a series shall also hold the offices
and have the responsibilities accorded to the manager as set forth in an
operating agreement. A series may have more than one manager.
Subject to K.S.A. 17-76,105, and amendments thereto, a manager shall
cease to be a manager with respect to a series as provided in an
operating agreement. Except as otherwise provided in an operating
agreement, any event under the Kansas revised limited liability
company act or in an operating agreement that causes a manager to
cease to be a manager with respect to a series shall not, in itself, cause
such manager to cease to be a manager of the limited liability company
or with respect to any other series thereof.
(6) Notwithstanding K.S.A. 17-76,109, and amendments thereto,
but subject to subsections (c)(7) and (c)(10), and unless otherwise
provided in an operating agreement, at the time a member of a series
becomes entitled to receive a distribution with respect to such series,
the member has the status of, and is entitled to all remedies available to,
a creditor of such series, with respect to the distribution. An operating
agreement may provide for the establishment of a record date with
respect to allocations and distributions with respect to a series.
(7) Notwithstanding K.S.A. 17-76,110(a), and amendments
thereto, a limited liability company may make a distribution with
respect to a series. A limited liability company shall not make a
distribution with respect to a series to a member to the extent that at the
time of the distribution, after giving effect to the distribution, all
liabilities of such series, other than liabilities to members on account of
their limited liability company interests with respect to such series and
liabilities for which the recourse of creditors is limited to specified
property of such series, exceed the fair value of the assets associated
with such series, except that the fair value of property of such series
that is subject to a liability for which the recourse of creditors is limited
shall be included in the assets associated with such series only to the
extent that the fair value of that property exceeds that liability. For
purposes of the immediately preceding sentence, the term "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. A member who receives a distribution in violation of
this subsection, and who knew at the time of the distribution that the
distribution violated this subsection, shall be liable to the series for the
amount of the distribution. A member who receives a distribution in
violation of this subsection, and who did not know at the time of the
distribution that the distribution violated this subsection, shall not be
liable for the amount of the distribution. Subject to K.S.A. 17-
76,110(c), and amendments thereto, which shall apply to any
distribution made with respect to a series under this subsection, 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.
(8) Unless otherwise provided in the operating agreement, a
member shall cease to be associated with a series and to have the power
HOUSE BILL No. 2371—page 26
to exercise any rights or powers of a member with respect to such
series upon the assignment of all of the member's limited liability
company interest with respect to such series. Except as otherwise
provided in an operating agreement, any event under the Kansas
revised limited liability company act or an operating agreement that
causes a member to cease to be associated with a series shall not, in
itself, cause such member to cease to be associated with any other
series or terminate the continued membership of a member in the
limited liability company or cause the dissolution of the series,
regardless of whether such member was the last remaining member
associated with such series.
(9) Subject to K.S.A. 17-76,116, and amendments thereto, except
to the extent otherwise provided in the operating agreement, a series
may be dissolved and its affairs wound up without causing the
dissolution of the limited liability company. The dissolution of a series
shall not affect the limitation on liabilities of such series provided by
this subsection (c). A series is dissolved and its affairs shall be wound
up upon the dissolution of the limited liability company under K.S.A.
17-76,116, and amendments thereto, or otherwise upon the first to
occur of the following:
(A) At the time specified in the operating agreement;
(B) upon the happening of events specified in the operating
agreement;
(C) unless otherwise provided in the operating agreement, upon
the vote, consent or approval of members associated with such series
who own 2/3 or more of the then-current percentage or other interest in
the profits of such series of the limited liability company owned by all
of the members associated with such series; or
(D) the dissolution of such series under subsection (c)(11).
(10) Notwithstanding K.S.A. 17-76,118(a), and amendments
thereto, unless otherwise provided in the operating agreement, a
manager associated with a series who has not wrongfully dissolved
such series or, if none, the members associated with such series or a
person consented to or approved by the members associated with such
series, in either case, by members who own more than 50% of the then-
current percentage or other interest in the profits of such series owned
by all of the members associated with such series, may wind up the
affairs of such series, but the district court, upon cause shown, may
wind up the affairs of a series upon application of any member or
manager associated with such series, or the member's personal
representative or assignee, and in connection therewith, may appoint a
liquidating trustee. The persons winding up the affairs of a series may,
in the name of the limited liability company and for and on behalf of
the limited liability company and such series, take all actions with
respect to such series as are permitted under K.S.A. 17-76,118(b), and
amendments thereto. The persons winding up the affairs of a series
shall provide for the claims and obligations of such series and distribute
the assets of such series as provided in K.S.A. 17-76,119, and
amendments thereto, which section shall apply to the winding up and
distribution of assets of a series. Actions taken in accordance with this
subsection shall not affect the liability of members and shall not impose
liability on a liquidating trustee.
(11) On application by or for a member or manager associated
with a series, the district court may decree dissolution of such series
whenever it is not reasonably practicable to carry on the business of
such series in conformity with an operating agreement.
(12) For all purposes of the laws of the state of Kansas, a series is
an association, regardless of the number of members or managers, if
any, of such series.
HOUSE BILL No. 2371—page 27
(d) In order to form a series of a limited liability company, a
certificate of designation must be filed in accordance with this
subsection.
(1) (A) A certificate of designation shall set forth:
(i) The name of the limited liability company; and
(ii) the name of the series.
(B) A certificate of designation may include any other matter that
the members of such series determine to include therein.
(C) A certificate of designation properly filed with the secretary of
state prior to July 1, 2020, shall be deemed to comply with the
requirements of this paragraph.
(2) A certificate of designation shall be executed in accordance
with K.S.A. 17-7908(b), and amendments thereto, and shall be filed in
the office of the secretary of state in accordance with K.S.A. 17-7910,
and amendments thereto. A certificate of designation is not an
amendment to the articles of organization of the limited liability
company.
(3) A certificate of designation may be amended by filing a
certificate of amendment thereto in the office of the secretary of state.
(A) The certificate of amendment of certificate of designation
shall set forth:
(i) The name of the limited liability company;
(ii) the name of the series; and
(iii) the amendment to the certificate of designation.
(B) A certificate of designation properly filed with the secretary of
state prior to July 1, 2020, that changed a previously filed certificate of
designation shall be deemed to be a certificate of amendment thereto
for purposes of this paragraph.
(4) A manager of a series or, if there is no manager, then any
member of a series who becomes aware that any statement in a
certificate of designation filed with respect to such series was false
when made, or that any matter described therein has changed making
the certificate of designation false in any material respect or
noncompliant with subsection (e)(1), shall promptly amend the
certificate of designation.
(5) A certificate of designation may be amended at any time for
any other proper purpose.
(6) Unless otherwise provided in the Kansas revised limited
liability company act or unless a later effective date or time, which
shall be a date or time certain, is provided for in the certificate of
amendment of certificate of designation, a certificate of amendment of
certificate of designation shall be effective at the time of its filing with
the secretary of state.
(7) A certificate of designation shall be canceled upon the
cancellation of the articles of organization of the limited liability
company named in the certificate of designation, or upon the filing of a
certificate of cancellation of the certificate of designation, or upon the
future effective date or time of a certificate of cancellation of the
certificate of designation, or as provided in K.S.A. 17-76,139(d)(g), and
amendments thereto, or upon the filing of a certificate of merger or
consolidation if the of a series if the series is not the surviving or
resulting series in a merger or consolidation or upon the future effective
date or time of a certificate of merger or consolidation of a series if the
series is not the surviving or resulting series in a merger or
consolidation. A certificate of cancellation of the certificate of
designation may be filed at any time, and shall be filed, in the office of
the secretary of state to accomplish the cancellation of a certificate of
designation upon the dissolution of a series for which a certificate of
designation was filed and completion of the winding up of such series.
HOUSE BILL No. 2371—page 28
(A) A certificate of cancellation of the certificate of designation
shall set forth:
(i) The name of the limited liability company;
(ii) the name of the series;
(iii) the future effective date or time, which shall be a date or time
certain, of cancellation if it is not to be effective upon the filing of the
certificate of cancellation; and
(iv) any other information the person filing the certificate of
cancellation of the certificate of designation determines.
(B) A certificate of designation properly filed with the secretary of
state prior to July 1, 2020, that dissolved a series shall be deemed to be
a certificate of cancellation thereto for purposes of this paragraph.
(8) A certificate of cancellation of the certificate of designation
that is filed in the office of the secretary of state prior to the dissolution
or the completion of winding up of a series may be corrected as an
erroneously executed certificate of cancellation of the certificate of
designation by filing with the office of the secretary of state a
certificate of correction of such certificate of cancellation of the
certificate of designation in accordance with K.S.A. 17-7912, and
amendments thereto.
(9) The secretary of state shall not issue a certificate of good
standing with respect to a series if the certificate of designation is
canceled or the limited liability company has ceased to be in good
standing.
(e) The name of each series as set forth in its certificate of
designation:
(1) Shall include the name of the limited liability company,
including any word, abbreviation or designation required by K.S.A. 17-
7920, and amendments thereto;
(2) may contain the name of a member or manager;
(3) must comply with the requirements of K.S.A. 17-7918, and
amendments thereto, to the same extent as a covered entity; and
(4) may contain any word permitted by K.S.A. 17-7920, and
amendments thereto, and may not contain any word prohibited to be
included in the name of a limited liability company under Kansas law.
(f) If a foreign limited liability company that is registered to do
business in this state in accordance with K.S.A. 17-7931, and
amendments thereto, is governed by an operating agreement that
establishes or provides for the establishment of a series of members,
managers, limited liability company interests or assets having separate
rights, powers or duties with respect to specified property or
obligations of the foreign limited liability company or profits and losses
associated with specified property or obligations, that fact shall be so
stated on the application for registration as a foreign limited liability
company. In addition, the foreign limited liability company shall state
on such application whether the debts, liabilities and obligations
incurred, contracted for or otherwise existing with respect to a
particular series, if any, are enforceable against the assets of such series
only, and not against the assets of the foreign limited liability company
generally or any other series thereof, and whether any of the debts,
liabilities, obligations and expenses incurred, contracted for or
otherwise existing with respect to the foreign limited liability company
generally or any other series thereof shall be enforceable against the
assets of such series.
(g) (1) If an operating agreement provides the manner in which a
dissolution of a series may be revoked, it may be revoked in such
manner and, unless the limited liability company has dissolved and
such dissolution has not been revoked or the operating agreement
prohibits revocation of dissolution of a series, then notwithstanding the
HOUSE BILL No. 2371—page 29
occurrence of an event set forth in subsection (c)(9)(A) through (C), the
series shall not be dissolved and the series' affairs shall not be wound
up if, prior to the filing of a certificate of cancellation of the certificate
of designation in the office of the secretary of state, the series is
continued, effective as of the occurrence of such event:
(A) In the case of dissolution effected by the vote or consent of the
members associated with the series, or other persons whose approval
is required for such dissolution pursuant to the operating agreement
pursuant to such vote or consent, and the approval of any members
associated with the series or other persons whose approval is required
under the operating agreement to revoke a dissolution contemplated by
this paragraph; and
(B) in the case of dissolution under subsection (c)(9)(A) or (B),
other than a dissolution effected by the vote or consent of the members
associated with the series, or other persons whose approval is required
for such dissolution pursuant to the operating agreement, pursuant to
such vote or consent that, pursuant to the terms of the operating
agreement, is required to amend the provision of the operating
agreement effecting such dissolution, and the approval of any members
associated with the series or other persons whose approval is required
under the operating agreement to revoke a dissolution contemplated by
this paragraph.
(2) If a series is dissolved by the dissolution of the limited liability
company, unless a certificate of cancellation of the certificate of
designation with respect to such series has been filed in the office of
the secretary of state or the operating agreement prohibits revocation
of dissolution of the series, the dissolution of the series shall be
automatically revoked upon any revocation of dissolution of the limited
liability company in accordance with K.S.A. 17-76,145, and
amendments thereto.
(3) The provisions of this subsection shall not be construed to
limit the accomplishment of a revocation of dissolution of a series by
other means permitted by law.
(h) An operating agreement may impose restrictions, duties and
obligations on members of the limited liability company or any series
thereof as a manner of internal governance, including, without
limitation, those with regard to:
(1) Choice of law, forum selection or consent to personal
jurisdiction;
(2) capital contributions;
(3) restrictions on, or terms and conditions of, the transfer of
membership interests;
(4) restrictive covenants, including noncompetition,
nonsolicitation and confidentiality provisions;
(5) fiduciary duties; and
(6) restrictions, duties or obligations to or for the benefit of the
limited liability company, other series thereof or their affiliates.
(i) The wrongful transfer of property from a series to another
series or the limited liability company as a whole with intent to hinder,
delay or defraud creditors of their just and lawful debts or damages, or
to defraud, shall be subject to K.S.A. 33-102, and amendments thereto.
Sec. 17. K.S.A. 17-76,143a is hereby amended to read as follows:
17-76,143a. (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 provide being the surviving or resulting series.
Unless otherwise provided in the operating agreement, an agreement of
merger or consolidation shall be consented to or approved by each
series that is to merge or consolidate by members of such series who
HOUSE BILL No. 2371—page 30
own more than 50% of the then-current percentage or other interest in
the profits of such series owned by all of the members of such series. In
connection with a merger or consolidation hereunder, rights or
securities of, or interests in, a series which that is a constituent party to
the merger or consolidation may be exchanged for or converted into
cash, property, rights, or securities of, or interests in, the surviving or
resulting series or, in addition to or in lieu thereof, may be exchanged
for or converted into cash, property, rights, or securities of, or interests
in, an entity as defined in K.S.A. 17-78-102, and amendments thereto,
that is not the surviving or resulting series in the merger or
consolidation, may remain outstanding or may be canceled.
Notwithstanding prior consent or approval, an agreement of merger or
consolidation may be terminated or amended pursuant to a provision
for such termination or amendment contained in the agreement of
merger or consolidation.
(b) If a series is merging or consolidating under this section, the
series surviving or resulting in or from the merger or consolidation
shall file a certificate of merger or consolidation of series executed by
one or more authorized persons on behalf of the series when it is the
surviving or resulting series in the office of the secretary of state. The
certificate of merger or consolidation of series shall state:
(1) The name of each series that is to merge or consolidate and the
name of the limited liability company that formed such series;
(2) that an agreement of merger or consolidation has been
consented to or approved and executed by or on behalf of each series
that is to merge or consolidate;
(3) the name of the surviving or resulting series;
(4) such amendment amendments , if any, to the certificate of
designation of the series that is the surviving or resulting series to
change the name of the surviving series, as is are desired to be effected
by the merger, and such amendments may amend and restate the
certificate of designation of the surviving series in its entirety;
(5) the future effective date or time, which shall be a date or time
certain, of the merger or consolidation if it is not to be effective upon
the filing of the certificate of merger or consolidation;
(6) that the agreement of merger or consolidation is on file at a
place of business of the surviving or resulting series or the limited
liability company that formed such series and shall state the address
thereof; and
(7) that a copy of the agreement of merger or consolidation will be
furnished by the surviving or resulting series, upon request and without
cost, to any member of any series that is to merge or consolidate.
(c) Unless a future effective date or time is provided in a
certificate of merger or consolidation, a merger or consolidation of
series pursuant to this section shall be effective upon the filing of a
certificate of merger or consolidation of series in the office of the
secretary of state.
(d) A certificate of merger or consolidation of series shall act as a
certificate of cancellation of the certificate of designation of the series
that is not the surviving or resulting series in the merger or
consolidation. A certificate of merger or consolidation of series that sets
forth any amendment in accordance with subsection (b)(4) shall be
deemed to be an amendment to the certificate of designation of the
surviving or resulting series, and no further action shall be required to
amend the certificate of designation of the surviving or resulting series
under K.S.A. 17-76,143, and amendments thereto, with respect to such
amendments set forth in the such certificate of merger or consolidation
of series . Whenever this section requires the filing of a certificate of
merger or consolidation of series , such requirement shall be deemed
HOUSE BILL No. 2371—page 31
satisfied by the filing of an agreement of merger or consolidation
containing the information required by this section to be set forth in the
such certificate of merger or consolidation.
(e) An agreement of merger or consolidation consented to or
approved in accordance with subsection (a) may effect any amendment
to the operating agreement relating solely to the series that are
constituent parties to the merger or consolidation. Any amendment to
an operating agreement relating solely to the series that are constituent
parties to the merger or consolidation made pursuant to the foregoing
sentence shall be effective at the effective time or date of the merger or
consolidation and shall be effective notwithstanding any provision of
the operating agreement relating to amendment of the operating
agreement, other than a provision that by its terms applies to an
amendment to the operating agreement in connection with a merger or
consolidation. The provisions of this subsection shall not be construed
to limit the accomplishment of a merger or of any of the matters
referred to herein by any other means provided for in an operating
agreement or other agreement or as otherwise permitted by law,
including that the operating agreement relating to any constituent series
to the merger or consolidation, including a series formed for the
purpose of consummating a merger or consolidation, shall be the
operating agreement of the surviving or resulting series.
(f) (1) (A) When any merger or consolidation shall have become
effective under this section, for all purposes of the laws of the state of
Kansas, all of the rights, privileges and powers of each of the series that
have merged or consolidated, and all property, real, personal and
mixed, and all debts due to any of such series, as well as all other
things and causes of action belonging to each of such series, shall be
vested in the surviving or resulting series, and shall thereafter be the
property of the surviving or resulting series as they were of each of the
series that have merged or consolidated, and the title to any real
property vested by deed or otherwise, under the laws of the state of
Kansas, in any of such series, shall not revert or be in any way impaired
by reason of the Kansas revised limited liability company act.
(B) All rights of creditors and all liens upon any property of any of
the series that have merged or consolidated shall be preserved
unimpaired, and all debts, liabilities and duties of each of such series
that have merged or consolidated shall thereafter attach to the surviving
or resulting series, and may be enforced against it to the same extent as
if such debts, liabilities and duties had been incurred or contracted by
it.
(2) Unless otherwise agreed, a merger or consolidation of a series
that is not the surviving or resulting series in the merger or
consolidation, shall not require such series to wind up its affairs under
K.S.A. 17-76,143, and amendments thereto, or pay its liabilities and
distribute its assets under K.S.A. 17-76,143, and amendments thereto,
and the merger or consolidation shall not constitute a dissolution of
such series.
(g) An operating agreement may provide that a series of such
limited liability company shall not have the power to merge or
consolidate as set forth in this section.
(h) This section shall take effect on and after July 1, 2020.
Sec. 18. K.S.A. 17-76,145 is hereby amended to read as follows:
17-76,145. (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
HOUSE BILL No. 2371—page 32
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 whose vote, consent or
approval is required for such dissolution pursuant to the operating
agreement, 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 whose vote,
consent or approval is required for such dissolution pursuant to the
operating agreement, 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.
Sec. 19. K.S.A. 17-76,146 is hereby amended to read as follows:
17-76,146. (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 pursuant to K.S.A. 17-
7926(b), 17-7929(b) or 17-7934(f), and amendments thereto, or whose
articles of organization or authority to do business has been forfeited
pursuant to K.S.A. 17-76,139(d)(g), and amendments thereto, may be
reinstated by filing with the secretary of state a certificate of
reinstatement of limited liability company accompanied by the payment
of the fee required by K.S.A. 17-76,136(d), and amendments thereto,
and payment of the business entity information report fees due under
K.S.A. 17-76,139(c), and amendments thereto, for all past due reports
for the immediately preceding 10 years, and payment to the secretary of
state an amount equal to all fees and any penalties due. The certificate
of reinstatement of limited liability company shall set forth:
(1) The name of the limited liability company at the time its
articles of organization or authority to do business was canceled or
HOUSE BILL No. 2371—page 33
forfeited and, if such name is not available at the time of reinstatement,
the name under which the limited liability company is to be reinstated;
(2) the address of the limited liability company's registered office
in the state of Kansas and the name and address of the limited liability
company's resident agent in the state of Kansas;
(3) a statement that the certificate of reinstatement of limited
liability company is filed by one or more persons authorized to execute
and file the such certificate of reinstatement to reinstate the limited
liability company; and
(4) any other matters the persons executing the certificate of
reinstatement of limited liability company determine to include therein.
(b) The certificate of reinstatement of limited liability company
shall be deemed to be an amendment to the articles of organization or
application for registration of the limited liability company, and the
limited liability company shall not be required to take any further
action to amend its articles of organization or application for
registration under K.S.A. 17-7674 or K.S.A. 17-7935, and amendments
thereto, with respect to the matters set forth in the such certificate of
reinstatement.
(c) Upon the filing of a certificate of reinstatement of limited
liability company, a limited liability company and all , each series
thereof that have been formed and whose certificate of designation has
not been canceled prior to as a result of the cancellation of the articles
of organization of the limited liability company pursuant to K.S.A. 17-
7926(b), 17-7929(b) or 17-7934(c), and amendments thereto, and each
series thereof that has not been terminated and wound up, shall be
reinstated with the same force and effect as if its the articles of
organization or authority to do business of the limited liability company
had not been canceled or forfeited pursuant to K.S.A. 17-76,139(d)(g)
or K.S.A., 17-7926(b), 17-7929(b) or 17-7934(f), and amendments
thereto. Such reinstatement shall validate all contracts, acts, matters and
things made, done and performed by the limited liability company, its
any series thereof or by the members, managers, employees and agents
of the limited liability company during the time when its the articles of
organization or authority to do business was canceled or forfeited
pursuant to K.S.A. 17-76,139 (d)(g) or K.S.A. , 17-7926(b), 17- 7929(b)
or 17-7934(f), and amendments thereto, with the same force and effect
and to all intents and purposes as if the articles of organization or
authority to do business of the limited liability company had remained
in full force and effect. All real and personal property, and all rights and
interests, which that belonged to the limited liability company or any
series thereof at the time its the articles of organization or authority to
do business of the limited liability company was canceled or forfeited
pursuant to K.S.A. 17-76,139 (d)(g) or K.S.A. , 17-7926(b), 17-7929(b)
or 17-7934(f), and amendments thereto, or which that were acquired by
the limited liability company following the cancellation or forfeiture of
its articles of organization or authority to do business pursuant to
K.S.A. 17-76,139(d)(g) or K.S.A. , 17-7926(b), 17-7929(b) or 17-
7934(f), and amendments thereto, and which that were not disposed of
prior to the time of its the limited liability company reinstatement, shall
be vested in the limited liability company or the applicable series after
its the reinstatement as fully as they were held by the limited liability
company or the applicable series at, and after, as the case may be, the
time its that the articles of organization or authority to do business of
the limited liability company was canceled or forfeited pursuant to
K.S.A. 17-76,139(d)(g) or K.S.A. , 17-7926(b), 17-7929(b) or 17-
7934(f), and amendments thereto. After its the reinstatement of the
limited liability company, the limited liability company and any series
thereof shall be as exclusively liable for all contracts, acts, matters and
HOUSE BILL No. 2371—page 34
things made, done or performed in its the name of and on its behalf of
the limited liability company or such series by its the members,
managers, employees and agents prior to its the reinstatement as if its
the articles of organization or authority to do business of the limited
liability company had at all times remained in full force and effect.
Sec. 20. K.S.A. 17-76,148 is hereby amended to read as follows:
17-76,148. 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 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 this section , it
such limited liability company shall be subject in all respects to the
provisions of the Kansas revised limited liability company act, except
to the extent that K.S.A. 17-76,148 through 17-76,155, and
amendments thereto, impose additional or different requirements, such
additional or different 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 additional or
different requirements imposed by K.S.A. 17-76,148 through 17-
76,155, and amendments thereto, may not be altered in the operating
agreement. If a limited liability company is not formed as a statutory
public benefit limited liability company, such limited liability company
may become a statutory public benefit limited liability company in the
manner specified in its operating agreement or by amending its
operating agreement and articles of organization to comply with the
requirements of K.S.A. 17-76,148 through 17-76,155, and amendments
thereto.
Sec. 21. K.S.A. 17-76,149 is hereby amended to read as follows:
17-76,149. (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 operating agreement
and in its articles of organization. A statutory public benefit limited
liability company shall state in its operating agreement and in the
heading of its articles of organization that it is a statutory public benefit
limited liability company, and shall set forth in its operating agreement
and articles of organization one or more specific public benefits to be
promoted by the limited liability company. In the event of any
inconsistency between the public benefit or benefits to be promoted by
the limited liability company as set forth in its operating agreement
and in its articles of organization., the operating agreement shall
control as among the members, the managers and other persons who
are party to or otherwise bound by the operating agreement. A
manager of a statutory public benefit limited liability company may not
contain any provision or, if there is no manager, then any member of a
statutory public benefit limited liability company who becomes aware
that the specific public benefit or benefits to be promoted by the limited
liability company as set forth in its operating agreement are
inaccurately set forth in its articles of organization, shall promptly
amend the articles of organization. Any provision in the operating
agreement or articles of organization of a statutory public benefit
limited liability company that is inconsistent with K.S.A. 17-76,148
HOUSE BILL No. 2371—page 35
through 17-76,155, and amendments thereto, shall not be effective to
the extent of such inconsistency.
(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.
Sec. 22. K.S.A. 17-76,151 is hereby amended to read as follows:
17-76,151. (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 limited liability company in a
manner that balances the pecuniary interests of the members, the best
interests of those materially affected by the limited liability company's
conduct, and the specific public benefit or public benefits set forth in its
operating agreement and articles of organization. Unless otherwise
provided in an operating agreement, a member, manager or other
person with authority to manage or direct the business and affairs of the
statutory public benefit limited liability company shall not have any
liability for monetary damages for the failure to manage or direct the
business and affairs of the statutory public benefit limited liability
company as provided in this subsection.
(b) A member, manager or other person with authority to manage
or direct the business and affairs of the statutory public benefit limited
liability company shall not, by virtue of the public benefit provisions or
K.S.A. 2024 Supp. 17-76,149(a), and amendments thereto, have any
duty to any person on account of any interest of such person in the
public benefit or public benefits set forth in its operating agreement
and articles of organization or on account of any interest materially
affected by the limited liability company's conduct and, with respect to
a decision implicating the balance requirement in subsection (a), will be
deemed to satisfy such person's fiduciary duties to members and the
limited liability company if such person's decision is both informed and
disinterested and not such that no person of ordinary, sound judgment
would approve.
Sec. 23. K.S.A. 17-76,152 is hereby amended to read as follows:
17-76,152. (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 in its operating agreement and articles of organization
and as to the best interests of those materially affected by the limited
HOUSE BILL No. 2371—page 36
liability company's conduct. The statement shall include:
(1) The objectives that have been established to promote such
public benefit or public benefits and interests;
(2) the standards that have been adopted to measure the limited
liability company's progress in promoting such public benefit or public
benefits and interests;
(3) objective factual information based on those standards
regarding the limited liability company's success in meeting the
objectives for promoting such public benefit or public benefits and
interests; and
(4) an assessment of the limited liability company's success in
meeting the objectives and promoting such public benefit or public
benefits and interests.
(b) A statutory public benefit limited liability company shall
provide the statement in subsection (a) to its members at the time
prescribed by K.S.A. 17-76,139, and amendments thereto, for the filing
of the statutory public benefit limited liability company's annual report.
(c) The statement described in subsection (a) shall be based on a
third-party standard. A "third-party standard" means a standard for
defining, reporting and assessing promotion of the public benefit or
public benefits identified in the statutory public benefit limited liability
company's operating agreement or articles of organization that: (1) Is
developed by a person or entity that is independent of the statutory
public benefit limited liability company; and (2) is transparent because
the following information about the standard is publicly available: (A)
The factors considered when measuring the performance of a business;
(B) the relative weightings of those factors; and (C) the identity of the
persons who developed the standard and who control changes to the
standard and the process by which those changes are made. For
purposes of this section, the term "independent" means having no
material relationship with the statutory public benefit limited liability
company or any of its members, managers, affiliates or other persons
with authority to manage or direct the business and affairs of the
statutory public benefit limited liability company.
(d) A statutory public benefit limited liability company shall post
its most recent statement described in subsection (a) on the public
portion of its website, if any, concurrently with the delivery of such
statement to its members under subsection (b). If a statutory public
benefit limited liability company does not have a website, it shall
provide a copy of such statement, without charge, to any person that
requests a copy. Any compensation paid to any person and any other
financial or proprietary information contained in the statement
described in subsection (a) may be omitted from any statement that is
publicly posted or provided to any person pursuant to this subsection,
other than a statement provided to a member, manager or other person
with authority to manage or direct the business and affairs of the
statutory public benefit limited liability company.
(e) The articles of organization or the operating agreement of a
statutory public benefit limited liability company may require that the
statutory public benefit limited liability company obtain a periodic
third-party certification addressing the statutory public benefit limited
liability company's promotion of the public benefit or public benefits
identified in the operating agreement or articles of organization or the
best interests of those materially affected by the statutory public benefit
limited liability company's conduct, or both.
Sec. 24. K.S.A. 17-78-205 is hereby amended to read as follows:
17-78-205. (a) A certificate of merger shall be signed on behalf of the
surviving entity and filed with the secretary of state.
(b) A certificate of merger shall contain:
HOUSE BILL No. 2371—page 37
(1) The name, jurisdiction of organization and type of each
merging entity that is not the surviving entity;
(2) the name, jurisdiction of organization and type of the surviving
entity;
(3) if the certificate of merger is not to be effective upon filing, the
later date and time when it will become effective, which shall not be
more than 90 days after the date of filing;
(4) a statement that the merger was will be approved by each
domestic merging entity, if any, in accordance with K.S.A. 17-78-201
through 17-78-206, and amendments thereto, prior to the time that the
certificate of merger becomes effective or if not required to be approved
under the circumstances stated in K.S.A. 17-78-203(c), and
amendments thereto, a statement that the circumstances stated in
K.S.A. 17-78-203(c), and amendments thereto, apply, and by each
foreign merging entity, if any, in accordance with the law of its
jurisdiction of organization;
(5) if the surviving entity exists before the merger and is a
domestic filing entity, any amendment to its public organic document
approved as part of the agreement of merger, which may amend and
restate its public organic document;
(6) if the surviving entity is created by the merger and is a
domestic filing entity, its public organic document, as an attachment;
(7) if the surviving entity is created by the merger and is a
domestic limited liability partnership, its statement of qualification, as
an attachment; and
(8) if the surviving entity is a foreign entity that is not a qualified
foreign entity, a postal address to which the secretary of state may send
any process served on the secretary of state pursuant to K.S.A. 17-78-
206(e), and amendments thereto.
(c) In addition to the requirements of subsection (b), a certificate
of merger may contain any other provision not prohibited by law.
(d) If the surviving entity is a domestic entity, its name and any
attached public organic document shall satisfy the requirements of the
law of this state, except that it does not need to be signed and may omit
any provision that is not required to be included in a restatement of the
public organic document. If the surviving entity is a qualified foreign
entity, its name shall satisfy the requirements of the law of this state.
(e) An agreement of merger that is signed on behalf of all of the
merging entities, or under the circumstances stated in K.S.A. 17-78-
203(c), and amendments thereto, only signed on behalf of the merging
entity that owns at least 90% of the interest of a domestic corporation
or corporations, and meets all of the requirements of subsection (b)
may be filed with the secretary of state instead of a certificate of merger
and upon filing has the same effect. If an agreement of merger is filed
as provided in this subsection, references in this act to a certificate of
merger refer to the agreement of merger filed under this subsection.
(f) A certificate of merger becomes effective upon the date and
time of filing or the later date and time specified in the certificate of
merger.
Sec. 25. K.S.A. 17-78-206 is hereby amended to read as follows:
17-78-206. (a) When a merger becomes effective:
(1) The surviving entity continues or comes into existence;
(2) each merging entity that is not the surviving entity ceases to
exist;
(3) all property of each merging entity vests in the surviving entity
without assignment, reversion or impairment;
(4) all liabilities of each merging entity are liabilities of the
surviving entity;
(5) except as otherwise provided by law other than this act or the
HOUSE BILL No. 2371—page 38
agreement of merger, all of the rights, privileges, immunities, powers
and purposes of each merging entity vest in the surviving entity;
(6) if the surviving entity exists before the merger:
(A) All of its property continues to be vested in it without
reversion or impairment;
(B) it remains subject to all of its liabilities; and
(C) all of its rights, privileges, immunities, powers and purposes
continue to be vested in it;
(7) the name of the surviving entity may be substituted for the
name of any merging entity that is a party to any pending action or
proceeding;
(8) if the surviving entity exists before the merger:
(A) Its public organic document, if any, is amended , and such
amendment may amend and restate the public organic document
entirely, as provided in the certificate of merger and is binding on its
interest holders; and
(B) its private organic rules that are to be in a record, if any, are
amended to the extent provided in the agreement of merger and are
binding on and enforceable by:
(i) Its interest holders; and
(ii) in the case of a surviving entity that is not a corporation, any
other person that is a party to an agreement that is part of the surviving
entity's private organic rules;
(9) if the surviving entity is created by the merger:
(A) Its public organic document, if any, is effective and is binding
on its interest holders; and
(B) its private organic rules are effective and are binding on and
enforceable by:
(i) Its interest holders; and
(ii) in the case of a surviving entity that is not a corporation, any
other person that was a party to an agreement that was part of the
organic rules of a merging entity if that person has agreed to be a party
to an agreement that is part of the surviving entity's private organic
rules; and
(10) the interests in each merging entity that are to be converted in
the merger are converted and the interest holders of those interests are
entitled only to the rights provided to them under the agreement of
merger and to any appraisal rights they have under K.S.A. 17-78-109,
and amendments thereto, and the merging entity's organic law.
(b) Except as otherwise provided in the organic law or organic
rules of a merging entity, the merger does not give rise to any rights
that an interest holder, governor or third party would otherwise have
upon a dissolution, liquidation or winding-up of the merging entity.
(c) When a merger becomes effective, a person that did not have
interest holder liability with respect to any of the merging entities and
that becomes subject to interest holder liability with respect to a
domestic entity as a result of a merger has interest holder liability only
to the extent provided by the organic law of the entity and only for
those liabilities that arise after the merger becomes effective.
(d) When a merger becomes effective, the interest holder liability
of a person that ceases to hold an interest in a domestic merging entity
with respect to which the person had interest holder liability is as
follows:
(1) The merger does not discharge any interest holder liability
under the organic law of the domestic merging entity to the extent the
interest holder liability arose before the merger became effective;
(2) the person does not have interest holder liability under the
organic law of the domestic merging entity for any liability that arises
after the merger becomes effective;
HOUSE BILL No. 2371—page 39
(3) the organic law of the domestic merging entity continues to
apply to the release, collection or discharge of any interest holder
liability preserved under paragraph (1) as if the merger had not
occurred and the surviving entity were the domestic merging entity;
and
(4) the person has whatever rights of contribution from any other
person as are provided by the organic law or organic rules of the
domestic merging entity with respect to any interest holder liability
preserved under paragraph (1) as if the merger had not occurred.
(e) When a merger becomes effective, a foreign entity that is the
surviving entity:
(1) May be served with process in this state for the collection and
enforcement of any liabilities of a domestic merging entity; and
(2) irrevocably appoints the secretary of state as its agent to accept
service of process in any such suit or other proceeding. Service of
process shall be made on the foreign entity pursuant to K.S.A. 60-304,
and amendments thereto.
(f) When a merger becomes effective, the certificate of authority
or other foreign qualification of any foreign merging entity that is not
the surviving entity is canceled.
Sec. 26. K.S.A. 17-78-305 is hereby amended to read as follows:
17-78-305. (a) A certificate of interest exchange shall be signed on
behalf of a domestic acquired entity and filed with the secretary of
state.
(b) A certificate of interest exchange must contain:
(1) The name and type of the acquired entity;
(2) the name, jurisdiction of organization and type of the acquiring
entity;
(3) if the certificate of interest exchange is not to be effective upon
filing, the later date and time on which it will become effective, which
may not be more than 90 days after the date of filing;
(4) a statement that the agreement of interest exchange was will be
approved by the acquired entity in accordance with K.S.A. 17-78-301
through 17-78-306, and amendments thereto , prior to the time that the
certificate of interest exchange becomes effective; and
(5) any amendments to the acquired entity's public organic
document approved as part of the agreement of interest exchange.
(c) In addition to the requirements of subsection (b), a certificate
of interest exchange may contain any other provision not prohibited by
law.
(d) An agreement of interest exchange that is signed on behalf of a
domestic acquired entity and meets all of the requirements of
subsection (b) may be filed with the secretary of state instead of a
certificate of interest exchange and upon filing has the same effect. If
an agreement of interest exchange is filed as provided in this
subsection, references in this act to a certificate of interest exchange
refer to the agreement of interest exchange filed under this subsection.
(e) A certificate of interest exchange becomes effective upon the
date and time of filing or the later date and time specified in the
certificate of interest exchange.
Sec. 27. K.S.A. 17-78-306 is hereby amended to read as follows:
17-78-306. (a) When an interest exchange becomes effective:
(1) The interests in the acquired entity that are the subject of the
interest exchange cease to exist or are converted or exchanged and the
interest holders of those interests are entitled only to the rights provided
to them under the agreement of interest exchange and to any appraisal
rights they have under K.S.A. 17-78-109, and amendments thereto, and
the acquired entity's organic law;
(2) the acquiring entity becomes the interest holder of the interests
HOUSE BILL No. 2371—page 40
in the acquired entity stated in the agreement of interest exchange to be
acquired by the acquiring entity;
(3) the public organic document, if any, of the acquired entity is
amended, and such amendment may amend and restate the public
organic document in its entirety, as provided in the certificate of
interest exchange and is binding on its interest holders; and
(4) the private organic rules of the acquired entity that are to be in
a record, if any, are amended to the extent provided in the agreement of
interest exchange and are binding on and enforceable by:
(A) Its interest holders; and
(B) in the case of an acquired entity that is not a corporation, any
other person that is a party to an agreement that is part of the acquired
entity's private organic rules.
(b) Except as otherwise provided in the organic law or organic
rules of the acquired entity, the interest exchange does not give rise to
any rights that an interest holder, governor or third party would
otherwise have upon a dissolution, liquidation or winding-up of the
acquired entity.
(c) When an interest exchange becomes effective, a person that
did not have interest holder liability with respect to the acquired entity
and that becomes subject to interest holder liability with respect to a
domestic entity as a result of the interest exchange has interest holder
liability only to the extent provided by the organic law of the entity and
only for those liabilities that arise after the interest exchange becomes
effective.
(d) When an interest exchange becomes effective, the interest
holder liability of a person that ceases to hold an interest in a domestic
acquired entity with respect to which the person had interest holder
liability is as follows:
(1) The interest exchange does not discharge any interest holder
liability under the organic law of the domestic acquired entity to the
extent the interest holder liability arose before the interest exchange
became effective;
(2) the person does not have interest holder liability under the
organic law of the domestic acquired entity for any liability that arises
after the interest exchange becomes effective;
(3) the organic law of the domestic acquired entity continues to
apply to the release, collection or discharge of any interest holder
liability preserved under paragraph (1) as if the interest exchange had
not occurred; and
(4) the person has whatever rights of contribution from any other
person as are provided by the organic law or organic rules of the
domestic acquired entity with respect to any interest holder liability
preserved under paragraph (1) as if the interest exchange had not
occurred.
Sec. 28. K.S.A. 17-78-405 is hereby amended to read as follows:
17-78-405. (a) A certificate of conversion shall be signed on behalf of
the converting entity and filed with the secretary of state.
(b) A certificate of conversion shall contain:
(1) The name, jurisdiction of organization and type of the
converting entity;
(2) the name, jurisdiction of organization and type of the
converted entity;
(3) if the certificate of conversion is not to be effective upon
filing, the later date and time on which it will become effective, which
may not be more than 90 days after the date of filing;
(4) if the converting entity is a domestic entity, a statement that the
agreement of conversion was will be approved in accordance with
K.S.A. 17-78-401 through 17-78-406, and amendments thereto, prior
HOUSE BILL No. 2371—page 41
to the time that the certificate of conversion becomes effective or, if the
converting entity is a foreign entity, a statement that the conversion was
approved by the foreign converting entity in accordance with the law of
its jurisdiction of organization;
(5) if the converted entity is a domestic filing entity, the text of its
public organic document, as an attachment;
(6) if the converted entity is a domestic limited liability
partnership, the text of its statement of qualification, as an attachment;
and
(7) if the converted entity is a foreign entity, a mailing address to
which the secretary of state may send any process served on the
secretary of state pursuant to subsection (e) of K.S.A. 17-78-406, and
amendments thereto.
(c) In addition to the requirements of subsection (b), a certificate
of conversion may contain any other provision not prohibited by law.
(d) If the converted entity is a domestic entity, its name and public
organic document, if any, must shall satisfy the requirements of the law
of this state, except that it does not need to be signed and may omit any
provision that is not required to be included in a restatement of the
public organic document.
(e) An agreement of conversion that is signed on behalf of a
domestic converting entity and meets all of the requirements of
subsection (b) may be filed with the secretary of state instead of a
certificate of conversion and upon filing has the same effect. If an
agreement of conversion is filed as provided in this subsection,
references in this act to a certificate of conversion refer to the
agreement of conversion filed under this subsection.
(f) A certificate of conversion becomes effective upon the date and
time of filing or the later date and time specified in the certificate of
conversion.
Sec. 29. K.S.A. 17-78-505 is hereby amended to read as follows:
17-78-505. (a) A certificate of domestication shall be signed on behalf
of the domesticating entity and filed with the secretary of state.
(b) A certificate of domestication shall contain:
(1) The name, jurisdiction of organization and type of the
domesticating entity;
(2) the name and jurisdiction of organization of the domesticated
entity;
(3) if the certificate of domestication is not to be effective upon
filing, the later date and time on which it will become effective, which
may not be more than 90 days after the date of filing;
(4) if the domesticating entity is a domestic entity, a statement that
the agreement of domestication was will be approved in accordance
with K.S.A. 17-78-501 through 17-78-506, and amendments thereto,
prior to the time that the certificate of domestication becomes effective
or, if the domesticating entity is a foreign entity, a statement that the
domestication was approved in accordance with the law of its
jurisdiction of organization;
(5) if the domesticated entity is a domestic filing entity, its public
organic document, as an attachment;
(6) if the domesticated entity is a domestic limited liability
partnership, its statement of qualification, as an attachment; and
(7) if the domesticated entity is a foreign entity, a mailing address
to which the secretary of state may send any process served on the
secretary of state pursuant to subsection (e) of K.S.A. 17-78-506, and
amendments thereto.
(c) In addition to the requirements of subsection (b), a certificate
of domestication may contain any other provision not prohibited by
law.
HOUSE BILL No. 2371—page 42
(d) If the domesticated entity is a domestic entity, its name and
public organic document, if any, must satisfy the requirements of the
law of this state, except that it does not need to be signed and may omit
any provision that is not required to be included in a restatement of the
public organic document.
(e) An agreement of domestication that is signed on behalf of a
domesticating domestic entity and meets all of the requirements of
subsection (b) may be filed with the secretary of state instead of a
certificate of domestication and upon filing has the same effect. If an
agreement of domestication is filed as provided in this subsection,
references in this act to a certificate of domestication refer to the
agreement of domestication filed under this subsection.
(f) A certificate of domestication becomes effective upon the date
and time of filing or the later date and time specified in the certificate
of domestication.
Sec. 30. K.S.A. 17-7904 is hereby amended to read as follows: 17-
7904. The following documents related to limited liability companies
shall be filed with the secretary of state:
(a) Articles of organization as set forth in K.S.A. 17-7673 and
K.S.A. 17-7673a, and amendments thereto;
(b) professional articles of organization as set forth in K.S.A. 17-
7673 and K.S.A. 17-7673a, and amendments thereto;
(c) series limited liability company articles of organization as set
forth in K.S.A. 17-76,143, and amendments thereto;
(d) foreign limited liability company application for authority as
set forth in K.S.A. 17-7931, and amendments thereto;
(e) foreign series limited liability company application for
admission to transact business as set forth in K.S.A. 17-76,143 and 17-
7931, and amendments thereto;
(f) business entity information report as set forth in K.S.A. 17-
76,139, and amendments thereto;
(g) certificate of amendment as set forth in K.S.A. 17-7674 and
K.S.A. 17-7674a and 17-76,143, and amendments thereto;
(h) restated articles of organization as set forth in K.S.A. 17-7680,
and amendments thereto;
(i) series certificate of designation as set forth in K.S.A. 17-
76,143, and amendments thereto;
(j) certificate of amendment or termination to certificate of merger
or consolidation as set forth in K.S.A. 17-7681 or K.S.A. 17-76,143a,
and amendments thereto;
(k) certificate of correction as set forth in K.S.A. 17-7912, and
amendments thereto;
(l) foreign certificate of correction as set forth in K.S.A. 17-7912,
and amendments thereto;
(m) change of registered office or resident agent as set forth in
K.S.A. 17-7926, 17-7927, 17-7928 and 17-7929, and amendments
thereto;
(n) mergers or consolidations as set forth in K.S.A. 17-7681 or
K.S.A. 17-76,143a, and amendments thereto;
(o) reinstatement as set forth in K.S.A. 17-76,139 or K.S.A. 17-
76-147, and amendments thereto;
(p) certificate of cancellation as set forth in K.S.A. 17-7675 or
K.S.A. 17-76,143, and amendments thereto;
(q) foreign cancellation of registration as set forth in K.S.A. 17-
7936, and amendments thereto; and
(r) certificate of division as set forth in K.S.A. 17-7685a, and
amendments thereto;
(s) certificate of amendment to certificate of designation as set
forth in K.S.A. 17-7685a, and amendments thereto; and
HOUSE BILL No. 2371—page 43
(t) certificate of merger or consolidation of series as set forth in
K.S.A. 17-76,143a, and amendments thereto.
Sec. 31. K.S.A. 17-7925 is hereby amended to read as follows: 17-
7925. (a) Every covered entity shall have and maintain in this state a
resident agent, which agent may be either:
(1) The covered entity itself;
(2) an individual resident in this state;
(3) a domestic corporation, a domestic limited partnership, a
domestic limited liability partnership, a domestic limited liability
company or a domestic business trust; or
(4) a foreign corporation, a foreign limited partnership, a foreign
limited liability partnership, a foreign limited liability company or a
foreign business trust.
(b) Every resident agent for a covered entity shall:
(1) If a domestic entity, be in good standing and maintain a
business office identical with the registered office which that is
generally open, or if an individual, be generally present at a designated
location in this state at sufficiently frequent times to accept service of
process and otherwise perform the functions of a resident agent;
(2) if a foreign entity, be authorized to transact business in this
state;
(3) accept service of process and other communications directed to
the covered entity for which it serves as resident agent and forward the
same to the covered entity to which the service or communication is
directed; and
(4) forward to the covered entity for which it serves as a resident
agent documents sent by the secretary of state.
(c) Unless the context otherwise requires, whenever the term
"resident agent" or "registered agent" or "resident agent in charge of a
(applicable covered entity's) principal office or place of business in this
state," or other term of like import which that refers to a covered
entity's agent required by statute to be located in this state, is or has
been used in a covered entity's public organic documents, or in any
other document, or in any statute, it shall be deemed to mean and refer
to the covered entity's resident agent required by this section, and it
shall not be necessary for any covered entity to amend its public
organic documents, or any other document, to comply with this section.
Sec. 32. K.S.A. 17-7927 is hereby amended to read as follows: 17-
7927. (a) A resident agent may change the address of the registered
office of any covered entities for which such agent is resident agent to
another address in this state by paying a fee if authorized by law, as
provided by K.S.A. 17-7910, and amendments thereto, and filing with
the secretary of state a certificate, executed by such resident agent,
setting forth the names of all the covered entities represented by such
resident agent, and the address at which such resident agent has
maintained the registered office for each of such covered entities, and
further certifying to the new address to which each such registered
office will be changed on a given day, and at which new address such
resident agent will thereafter maintain the registered office for each of
the covered entities recited in the certificate. Thereafter, or until further
change of address, as authorized by law, the registered office in this
state of each of the covered entities for which it is a resident agent shall
be located at the new address of the resident agent thereof as given in
the certificate.
(b) Whenever the location of a resident agent's office is moved to
another room or suite within the same structure and such change is
reported in writing to the secretary of state, no fee shall be charged for
recording such change on the appropriate records on file with the
secretary of state.
HOUSE BILL No. 2371—page 44
(c) In the event of a change of name of any person or entity acting
as resident agent in this state, such resident agent shall pay a fee if
authorized by law, as provided by K.S.A. 17-7910, and amendments
thereto, and file with the secretary of state a certificate, executed by
such resident agent, setting forth the new name of such resident agent,
the name of such resident agent before it was changed, the names of all
the covered entities represented by such resident agent, and the address
at which such resident agent has maintained the registered office for
each of such covered entities. A change of name of any person or entity
acting as a resident agent as a result of the following shall be deemed a
change of name for purposes of this section:
(1) A merger or consolidation of the resident agent, with or into
another entity which that succeeds to its assets by operation of law ,
shall be deemed a change of name for purposes of this section;
(2) the conversion of the resident agent into another person; or
(3) a division of the resident agent in which an identified resulting
person succeeds to all of the assets and liabilities of the resident agent
related to its resident agent business pursuant to the plan of division,
as set forth in the certificate of division.
(d) In the event of both a change of name of any person or entity
acting as resident agent for any covered entity and a change of address,
such resident agent shall pay a fee if authorized by law, as provided by
K.S.A. 17-7910, and amendments thereto, and file with the secretary of
state a certificate, executed by such resident agent, setting forth the new
name of such resident agent, the name of such resident agent before it
was changed, the names of all the covered entities represented by such
resident agent and the address at which such resident agent has
maintained the registered office for each such covered entity, and
further certifying to the new address to which each such registered
office will be changed on a given day, and at which new address such
resident agent will thereafter maintain the registered office for each of
the covered entities recited in the certificate. Upon the filing of such
certificate, and thereafter, or until further change of address or change
of name, as authorized by law, the registered office in this state of each
of the covered entities recited in the certificate shall be located at the
new address of the resident agent as given in the certificate and the
change of name shall be effective.
Sec. 33. K.S.A. 17-7929 is hereby amended to read as follows: 17-
7929. (a) The resident agent of a covered entity, including a resident
agent that no longer qualifies to be a resident agent under K.S.A. 17-
7925, and amendments thereto, may resign without appointing a
successor by paying a fee if authorized by law, as provided by K.S.A.
17-7910, and amendments thereto, and filing a certificate of
resignation, with the secretary of state stating that the resident agent
resigns as resident agent for the covered entity or entities identified in
the certificate, but such resignation shall not become effective until 30
days after the certificate is filed. The certificate shall be executed by the
resident agent, shall contain a statement that written notice of
resignation was given to each affected the covered entity at least 30
days prior to the filing of the certificate by mailing or delivering such
notice to the covered entity at its address last known to the resident
agent and shall set forth the date of such notice. The certificate shall
also include the postal address and name and contact information of an
officer, director, employee or designated agent who is then authorized
to receive communications from the resident agent with respect to the
affected covered entities last known to the resident agent, and such
information shall not be deemed public information and will not
constitute a public record as defined in K.S.A. 45-217, and
amendments thereto.
HOUSE BILL No. 2371—page 45
(b) After receipt of the notice of the resignation of its resident
agent, provided for in subsection (a), any covered entity for which such
resident agent was acting shall obtain and designate a new resident
agent to take the place of the resident agent so resigning. Such covered
entity shall pay a fee if authorized by law, as provided by K.S.A. 17-
7910, and amendments thereto, and file with the secretary of state a
certificate setting forth the name and postal address of the successor
resident agent. Upon such filing, the successor resident agent shall
become the resident agent of such covered entity and the successor
resident agent's postal address, as stated in such certificate, shall
become the postal address of the covered entity's registered office in
this state. If such covered entity fails to obtain and designate a new
resident agent as aforesaid, prior to the expiration of the period of 60
days after the filing by the resident agent of the certificate of
resignation, the secretary of state shall declare the entity's organizing
documents forfeited.
(c) After the resignation of the resident agent shall have become
effective, as provided in subsection (a), and if no new resident agent
shall have been obtained and designated in the time and manner
provided for in subsection (b), service of legal process against the
covered entity, or in the case of a domestic or foreign limited liability
company, any series of such limited liability company, for which the
resigned resident agent had been acting shall thereafter be upon the
secretary of state in the manner prescribed by K.S.A. 60-304, and
amendments thereto.
(d) Any covered entity affected by the filing of a certificate under
this section shall not be required to take any further action to amend its
public organic documents to reflect a change of registered office or
resident agent.
HOUSE BILL No. 2371—page 46
Sec. 34. K.S.A. 17-7662, 17-7663, 17-7668, 17-7670, 17-7681,
17-7682, 17-7685a, 17-7686, 17-7687, 17-7690, 17-7695, 17-7698, 17-
76,143, 17-76,143a, 17-76,145, 17-76,146, 17-76,148, 17-76,149, 17-
76,150, 17-76,151, 17-76,152, 17-78-205, 17-78-206, 17-78-305, 17-
78-306, 17-78-405, 17-78-505, 17-7904, 17-7925, 17-7927 and 17-
7929 and K.S.A. 2024 Supp. 17-76,136 are hereby repealed.
Sec. 35. This act shall take effect and be in force from and after its
publication in the statute book.
I hereby certify that the above BILL originated in the HOUSE, and was
adopted by that body

HOUSE adopted
Conference Committee Report

Speaker of the House.

Chief Clerk of the House.
Passed the SENATE
as amended
SENATE adopted
Conference Committee Report

President of the Senate.

Secretary of the Senate.
APPROVED

Governor.