Providing that artificial persons shall not possess any political powers relating to election activity or ballot-issue activity.

Session of 2026
HOUSE BILL No. 2766
By Committee on Judiciary
Requested by Representative Meyer
2-6
AN ACT concerning the powers of artificial persons and foreign artificial
persons; relating to political powers such as election activity or ballot-
issue activity; providing that artificial persons shall not possess any
such political powers and any exercise of such powers shall be void and
result in forfeiture of privileges granted pursuant to Kansas law;
amending K.S.A. 17-1503, 17-1605, 17-2034, 17-2204, 17-6001, 17-
6101, 17-6104, 17-7930, 56-1a106, 56-1a253 and 56a-306 and K.S.A.
2025 Supp. 17-7668 and repealing the existing sections.
Be it enacted by the Legislature of the State of Kansas:
New Section 1. (a) The legislature finds that the creation of a
corporation or other artificial legal entity or person is a privilege granted
by the state and is not a natural right. The legislature further finds that the
Kansas Constitution requires that corporations or other artificial legal
persons be created under general law and all such laws may be amended or
repealed. Judicial decisions of the supreme court of the United States
recognize that a state possesses plenary authority to determine the powers
and capacities of the artificial legal persons that the state creates and
define the scope of the privileges that the state confers. The legislature
finds that Kansas statutes have historically included broad grants of
powers to artificial legal persons, including powers and privileges
necessary or convenient to lawful business or purpose, and that such broad
grants of power have been construed in other jurisdictions to include
political powers.
(b) The legislature declares that powers related to election activity
and ballot-issue activity were never intended to be among the powers
granted to corporations and other artificial legal persons by the state of
Kansas, and it is the purpose of this act to make the intent explicit and
define the lawful powers of artificial legal persons accordingly. The
legislature further declares that the powers conferred on an artificial legal
person are separate and distinct from the rights retained by natural persons.
This act therefore does not regulate speech, petition or association by any
natural person. This act is intended to define and limit only the powers and
charter privileges that the state confers upon artificial legal persons that the
state charters or authorizes to do business.
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(c) Every artificial legal person formed under the laws of this state or
authorized to transact business in this state accepts such artificial legal
person's charter, organization, registration or authorization subject to
article 12, section 1 of the constitution of the state of Kansas. Every such
artificial legal person is on constructive notice that all charter privileges
and statutory grants of powers are subject to modification or withdrawal
by general law. No such artificial legal person has acquired or acquires any
vested right to the continuation of any statutory grant of power.
(d) This act shall apply to every artificial legal person organized
under the laws of this state and to every foreign artificial legal person to
the extent provided by this act, unless the artificial legal person is
expressly identified in statute as a public body corporate and politic.
(e) Nothing in this act shall apply to any agency or instrumentality of
the state or the state's political subdivisions.
(f) (1) The provisions of this act are severable. If any portion of this
act is declared unconstitutional or invalid, or the application of any portion
of the act to any person or circumstance is held unconstitutional or invalid,
the invalidity shall not affect other portions of the act that can be given
effect without the invalid portion or application, and the applicability of
such other portions of the act to any person or circumstance shall remain
valid and enforceable.
(2) In the event that any portion of this act is declared
unconstitutional or invalid, or the application of any portion of the act to
any person or circumstance is held unconstitutional or invalid, no prior
grant of powers to entities covered by this act shall be revived, reinstated
or implied by operation of law or judicial construction, and nothing in this
act shall be construed to authorize broader powers than are expressly
conferred herein.
New Sec. 2. (a) Except as expressly provided in K.S.A. 17-6101(d),
and amendments thereto:
(1) No artificial legal person formed under the laws of this state shall
possess any power to directly or indirectly engage in election activity or
ballot-issue activity; and
(2) no foreign artificial legal person that is authorized to transact
business, is otherwise transacting business or holds property in this state
possesses any power to directly or indirectly engage in election activity or
ballot-issue activity.
(b) A foreign artificial legal person that directly or indirectly
undertakes, finances or directs election activity or ballot-issue activity in
Kansas shall be conclusively deemed to be transacting business in this
state for purposes of jurisdiction and enforcement of Kansas law.
Sec. 3. K.S.A. 17-1503 is hereby amended to read as follows: 17-
1503. That every such cooperative corporation, when organized and
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HB 2766 3
incorporated, shall enjoy all the rights, privileges and powers not in
conflict with the provisions of this act, as are conferred by the statutes of
this state on other cooperative corporations. No such right, privilege or
power includes any power to directly or indirectly engage in election
activity or ballot-issue activity as defined in K.S.A. 17-6101, and
amendments thereto, except as expressly provided in K.S.A. 17-6101(d),
and amendments thereto. Any act constituting election activity or ballot-
issue activity, other than as expressly provided in K.S.A. 17-6101(d), and
amendments thereto, is ultra vires and void and shall result in forfeiture of
all charter privileges, including limited liability, as a matter of law.
Sec. 4. K.S.A. 17-1605 is hereby amended to read as follows: 17-
1605. Each association incorporated under this act shall have the following
powers:
(a) To engage in any activity in connection with the marketing,
selling, harvesting, threshing, milling, preserving, drying, processing,
canning, packing, storing, handling or utilization of any agricultural
products produced or delivered to the association by the association's
members; manufacturing or marketing of the agricultural by-products, or
in connection with the purchase, hiring, or use by the association's
members or other patrons of supplies, machinery, or equipment;
agricultural education, research, legislation and economic and social
conditions; improvement of livestock breeds by means of artificial
breeding or otherwise; or financing of any such activities; or in any one or
more of the activities specified in this section.
(b) To function as a general farm organization and to levy and collect
dues from the association's members.
(c) To borrow money without limitation as to amount of corporate
indebtedness or liability; and to make advances to members.
(d) To act as the agent or representative of any member or members
in any of the above-stated activities.
(e) To purchase or otherwise acquire; and to hold, own, and exercise
all rights of ownership in, and to sell, transfer or pledge or guarantee the
payment of dividends or interest on, or the retirement or redemption of
shares of the capital stock or bonds.
(f) To become a member, of any corporation or association engaged
in any lawful activity.
(g) To establish reserves and to invest the funds thereof in physical
facilities, stock of subsidiary corporations or bonds or in such other
property as may be provided in the bylaws.
(h) To buy, hold, and exercise all privileges of ownership over such
real and personal property as may be necessary or convenient for the
conduct and operation of any of the business of the association or
incidental thereto.
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(i) To do each and everything necessary, suitable, or proper for the
accomplishment of any one of the purposes or the attainment of any one or
more of the subjects herein enumerated; or conducive to or expedient for
the interest or benefit of the association; and to contract accordingly. The
association may exercise and possess all powers, rights, and privileges
granted by the laws of this state to ordinary corporations, except such as
are inconsistent with the express provisions of this act.
(j) Notwithstanding any other provision of law, an association
incorporated under this act may not directly or indirectly engage in
election activity or ballot-issue activity as defined in K.S.A. 17-6101, and
amendments thereto, except as expressly provided in K.S.A. 17-6101(d),
and amendments thereto. Any provision of the articles, bylaws or other
organizational documents purporting to grant or confer any power to
engage in election activity or ballot-issue activity, other than as expressly
provided in K.S.A. 17-6101(d), and amendments thereto, is void. Any act
constituting election activity or ballot-issue activity, other than as
expressly provided in K.S.A. 17-6101(d), and amendments thereto, is ultra
vires and void and shall result in forfeiture of all charter privileges,
including limited liability and perpetual duration, as a matter of law. The
secretary of state shall adopt rules and regulations for administrative
forfeiture, reinstatement upon disgorgement, certification of compliance
and any related civil enforcement.
Sec. 5. K.S.A. 17-2034 is hereby amended to read as follows: 17-
2034. (a) Subject to the provisions of K.S.A. 17-2035, and amendments
thereto, the powers and authority of any business trust authorized under
this act to transact business in this state shall be as specified in the
instrument by which it was created and any amendments thereto. Except as
otherwise provided, such instrument shall be construed and interpreted in
accordance with the common law applicable to business trusts. No
business trust shall possess any power which would violate the public
policy of this state or be authorized to engage in any business which a
private corporation for profit organized under the laws of this state may
not legally transact. Subject to the foregoing limitations on power and
authority, any person dealing with a business trust authorized under this
act to transact business in this state shall be bound by the terms and
conditions of the instrument by which the trust was created and by any
amendments thereto which have been filed in compliance with K.S.A. 17-
2033, and amendments thereto.
(b) No business trust shall possess any power to directly or indirectly
engage in election activity or ballot-issue activity as defined in K.S.A. 17-
6101, and amendments thereto, except as expressly provided in K.S.A. 17-
6101(d), and amendments thereto. Any act constituting election activity or
ballot-issue activity, other than as expressly provided in K.S.A. 17-
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6101(d), and amendments thereto, is ultra vires and void and shall result
in forfeiture of all charter privileges, including limited liability, as a
matter of law. The secretary of state shall adopt rules and regulations for
administrative forfeiture, reinstatement upon disgorgement, certification of
compliance and any related civil enforcement.
Sec. 6. K.S.A. 17-2204 is hereby amended to read as follows: 17-
2204. A credit union shall have the following powers:
(a) (1) A credit union may receive the savings of its members in
payment for shares, make contracts, sue and be sued, and provide
negotiable checks, money orders, any other money type instruments or
transfer methods, safe deposit boxes or similar safekeeping facilities to its
members.
(2) Notwithstanding any other provision of law, a credit union shall
not directly or indirectly engage in election activity or ballot-issue activity
as defined in K.S.A. 17-6101, and amendments thereto, except as expressly
provided in K.S.A. 17-6101(d), and amendments thereto. Any act
constituting election activity or ballot-issue activity, other than as
expressly provided in K.S.A. 17-6101(d), and amendments thereto, is ultra
vires and void and shall result in forfeiture of all charter privileges,
including limited liability, as a matter of law. The administrator and the
attorney general may pursue all available remedies under Kansas law to
enforce this paragraph. The secretary of state shall adopt rules and
regulations for administrative forfeiture, reinstatement upon disgorgement
certification of compliance and any related civil enforcement.
(b) A credit union may make loans to members through the credit
committee or authorized loan officer in the way and manner provided in
K.S.A. 17-2201 et seq., and amendments thereto.
(c) A credit union may invest under written investment policies
established by the board:
(1) In all types of shares and accounts of a corporate credit union that
is federally insured;
(2) in shares or accounts of any savings and loan association or
mutual savings bank the accounts of which are insured by an insurer
approved by the state in which the savings and loan association or mutual
savings bank operates for guaranteeing the shares or accounts of such
institutions;
(3) in the bonds or other obligations of the United States of America,
or securities fully guaranteed as to principal and interest thereby;
(4) in obligations of, or obligations issued by, any state or political
subdivision thereof, including any agency, corporation or instrumentality
of a state or political subdivision, except that no credit union may invest
more than 10% of its shares, undivided earnings and reserves in the
obligations of any one issuer, exclusive of general obligations of the
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HB 2766 6
issuer; or
(5) in savings banks, state banks, trust companies and national banks,
the accounts of which are insured by an insurer approved by the state in
which the savings bank, state bank, trust company or national bank
operates for guaranteeing the shares or accounts of such institutions.
(d) A credit union may enter into agreements with financial
institutions or organizations for the extension of credit or debit services.
(e) A credit union may do all things necessary to obtain, continue,
pay for and terminate insurance of its shares and share certificates with the
national credit union share insurance fund or its successor. A credit union
also may do all things necessary to obtain, continue, pay for and terminate
private insurance coverage of its shares and share certificates in excess of
the coverage for such shares and share certificates provided by the national
credit union share insurance fund or its successor. Such excess coverage
shall be obtained from an insurer approved by the commissioner of
insurance.
(f) A credit union may receive from its members or other insured
credit unions payments on shares and share certificates and may invest its
funds in shares, share certificates or other accounts of insured credit
unions.
(g) A corporate credit union, as defined by K.S.A. 17-2231(e), and
amendments thereto, may buy and sell investment securities, as defined by
the administrator, but the total amount of such investment securities of any
one obligor or maker held by such credit union shall at no time exceed
15% of the shares, undivided earnings and reserves of the credit union,
except that this limit shall not apply to obligations of the United States
government or any agency thereof.
(h) Credit unions may enter into agreements to discount or sell
student loans made pursuant to federally insured student loan programs
under Pub. L. No. 89-329, title IV part (b) of the higher education act of
1965 as amended.
(i) A credit union may discount or sell to such corporate credit union
or any financial institution or organization any real estate loan made by the
credit union.
(j) A credit union may enter into agreements with a corporate credit
union to discount or sell to such corporate credit union any obligation of
the United States government or any agency thereof, or of any state,
municipality or any agency thereof, if the obligation at the time of
purchase was a legal investment for credit unions.
(k) A credit union may provide that shares and share certificates may
be withdrawn for payment to the account holder or to third parties, in such
manner and in accordance with such procedures as may be established by
the board of directors.
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(l) Every credit union incorporated pursuant to or operating under the
provisions of the state credit union code may exercise such powers,
including incidental powers, as shall be necessary or requisite to enable it
to carry on effectively the purposes and business for which it is
incorporated.
(m) A credit union may receive from the national credit union central
liquidity facility created by title III of the federal credit union act, 12
U.S.C. § 1795 et seq., payments on: (1) Shares that may be issued at
varying dividend rates; (2) share certificates that may be issued at varying
dividend rates and maturities; and (3) investments in any other accounts of
the credit union. A credit union may invest its funds in the capital stock of
the national credit union central liquidity facility.
(n) Subject to written guidelines issued by the administrator, a credit
union may purchase notes made by individual borrowers to a financial
institution at such prices as may be agreed upon by the board of directors
of the purchasing credit union. No purchase may be made, however, under
authority of this subsection, unless approved in writing by the
administrator, if, upon the making of that purchase, the aggregate of the
unpaid balances of notes of nonmembers purchased under authority of this
subsection would exceed 5% of the shares, undivided earnings and
reserves of the credit union.
(o) Subject to rules and regulations adopted by the administrator, a
credit union, if designated by the administrator as a low-income credit
union, may accept payments to share accounts by nonmembers. Such rules
and regulations shall specify the maximum level of nonmember shares, the
use of such shares, the term of such accounts and other requirements to
address safety and soundness issues. Nonmember account holders shall not
have the same rights and privileges as members.
Sec. 7. K.S.A. 17-6001 is hereby amended to read as follows: 17-
6001. (a) Any person, partnership, association or corporation, singly or
jointly with others, and without regard to such person's or entity's
residence, domicile or state of incorporation, may incorporate or organize
a corporation under this code by filing with the secretary of state articles of
incorporation which shall be executed and filed in accordance with K.S.A.
17-7908 through 17-7910, and amendments thereto.
(b) Except as otherwise provided by law, a corporation may be
incorporated or organized under this code to conduct or promote any
lawful business or purposes. Notwithstanding any other provision of law,
election activity and ballot-issue activity, as defined in K.S.A. 17-6101,
and amendments thereto, shall not constitute a lawful business or purpose.
No power or activity related to election activity or ballot-issue activity
shall be deemed necessary or convenient to a lawful business or purpose.
(c) Corporations subject to special statutory regulation may be
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HB 2766 8
organized under this code if required by or otherwise consistent with such
other statutory regulation, but such corporations shall be subject to the
special provisions and requirements applicable to such corporations.
Where the provisions and requirements of this code are not inconsistent,
they shall be construed as supplemental to such other statutes and not in
derogation or limitation thereof, and such corporations shall be governed
thereby. Subject to the foregoing provisions of this subsection, any
corporation organized under the laws of this state or authorized to do
business in this state shall be governed by the applicable provisions of this
code.
Sec. 8. K.S.A. 17-6101 is hereby amended to read as follows: 17-
6101. (a) In addition to the powers enumerated in K.S.A. 17-6102, and
amendments thereto, every corporation, its officers, directors, and
stockholders shall possess and may exercise all the powers and privileges
granted by this code or by any other law or by its articles of incorporation,
together with any powers incidental thereto, so far as such powers and
privileges are necessary or convenient to the conduct, promotion or
attainment of the business or purposes set forth in its articles of
incorporation.
(b) The creation and continued existence of a corporation is not a right
but a conditional grant of legal status by the state and remains subject to
complete withdrawal at any time. All powers previously granted to
corporations under the laws of this state are revoked in their entirety,
except as such revocation may be limited retroactively pursuant to
subsection (h). A corporation operating under the jurisdiction of this state
shall possess no power unless specifically granted by this section.
(b) Every corporation is hereby granted the artificial person powers
defined in subsection (c)(5) and the powers enumerated in K.S.A. 17-6102,
and amendments thereto. No power granted by this section or prior to
January 1, 2027, by any other law or the corporation's articles of
incorporation shall be construed to authorize the corporation, directly or
indirectly, to engage in election activity or ballot issue activity, except as
expressly provided in subsection (d).
(c) As used in this section:
(1) "Election activity" means paying, contributing, or expending
money or anything of value to support or oppose a candidate, political
party or political committee. "Election activity" does not include any bona
fide news story, commentary or editorial distributed through the facilities
of a broadcasting station or of any print, online or digital newspaper,
magazine, blog or other periodical publication, unless the broadcasting,
print, online or digital facility is owned or controlled by a political party,
political committee or candidate;
(2) "ballot issue activity" means paying, contributing or expending
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HB 2766 9
money or anything of value to support or oppose a constitutional
amendment or other question after it has been formally certified or
submitted to the electors of the state or any political subdivision. "Ballot
issue activity" does not include any bona fide news story, commentary or
editorial distributed through the facilities of a broadcasting station or of
any print, online or digital newspaper, magazine, blog or other periodical
publication, unless the broadcasting, print, online or digital facility is
owned or controlled by a political party, political committee or candidate;
(3) "charter privilege" means any benefit that exists only because the
state confers such benefit on a corporation or other entity, including,
without limitation, limited liability, perpetual duration, succession in the
corporate name, business trusts, statutory trusts and tax credits or
abatements;
(4) "artificial legal person" means any person other than an
individual that:
(A) Is formed under the laws of this state; or
(B) is authorized to transact business, is otherwise transacting
business or holds property in this state; and
(C) claims any charter privilege under the laws of this state; and
(5) "artificial-person powers" means the same powers as an
individual to do all things necessary or convenient to carry out a
corporation's lawful business and affairs, excluding any power to directly
or indirectly engage in election activity or ballot-issue activity. Powers
related to election activity or ballot-issue activity shall not be considered
necessary or convenient to a corporation's business or affairs under any
circumstances.
(d) Political committees, candidate committees and party committees
registered under Kansas law or federal law are entities created for the
purpose of engaging in election activity and ballot-issue activity. Such
committees may be granted the power to engage in those activities
provided they exist solely for that purpose and claim no charter privilege
other than limited liability. This subsection does not grant any other
corporation the power to engage in election activity or ballot-issue
activity.
(e) Any provision of the articles of incorporation, bylaws or other
organizational documents of a corporation purporting to grant or confer
any power to engage in election activity or ballot-issue activity, directly or
indirectly, is void.
(f) Any act undertaken by a corporation that constitutes election
activity or ballot-issue activity is ultra vires and void. A corporation that
exercises any power not granted under this section forfeits all charter
privileges, including limited liability and perpetual duration, as a matter
of law. The secretary of state shall adopt rules and regulations for
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HB 2766 10
administrative forfeiture, reinstatement upon disgorgement and
certification of compliance and related civil enforcement.
(g) A foreign corporation that is authorized to transact business, is
otherwise transacting business or holds property in this state is subject to
this section. A foreign corporation that directly or indirectly undertakes,
finances or directs election activity or ballot-issue activity in Kansas shall
be conclusively deemed to be transacting business in this state for
purposes of jurisdiction and enforcement.
(h) Nothing in this section shall be construed to invalidate, impair or
modify any existing contract, debt instrument, security or other legal
obligation validly entered into before January 1, 2027, except that nothing
herein authorizes any election activity or ballot issue activity after such
date.
(i) Every corporation shall be governed by the provisions and be
subject to the restrictions and liabilities contained in this code.
Sec. 9. K.S.A. 17-6104 is hereby amended to read as follows: 17-
6104. No act of a corporation and no conveyance or transfer of real or
personal property to or by a corporation shall be invalid by reason of the
fact that the corporation was without capacity or power to do such act or to
make or receive such conveyance or transfer, but such lack of capacity or
power may be asserted:
(a) In a proceeding by a stockholder against the corporation to enjoin
the doing of any act or acts or the transfer of real or personal property by
or to the corporation. If the unauthorized acts or transfer sought to be
enjoined are being, or are to be, performed or made pursuant to any
contract to which the corporation is a party, the court may, if all of the
parties to the contract are parties to the proceeding and if it deems the
same to be equitable, set aside and enjoin the performance of such
contract, and in so doing may allow to the corporation or to the other
parties to the contract, as the case may be, such compensation as may be
equitable for the loss or damage sustained by any of them which may
result from the action of the court in setting aside and enjoining the
performance of such contract, but anticipated profits to be derived from
the performance of the contract shall not be awarded by the court as a loss
or damage sustained;
(b) in a proceeding by the corporation, whether acting directly or
through a receiver, trustee or other legal representative, or through
stockholders in a representative suit, against an incumbent or former
officer or director of the corporation, for loss or damage due to such
incumbent or former officer's or director's unauthorized act; and
(c) in a proceeding by the attorney general to dissolve the
corporation, or to enjoin the corporation from the transaction of
unauthorized business.
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HB 2766 11
(d) This section shall not apply to acts that constitute election activity
or ballot issue activity as defined in K.S.A. 17-6101, and amendments
thereto. Any such act is ultra vires and void pursuant to K.S.A. 17-6101(f),
and amendments thereto, and may be addressed in proceedings authorized
by K.S.A. 17-6101(f), and amendments thereto, or by the attorney general
under subsection (c) of this section.
Sec. 10. K.S.A. 2025 Supp. 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
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. Election activity and
ballot-issue activity, as those terms are defined in K.S.A. 17-6101, and
amendments thereto, are not lawful business, purpose or activity for a
limited liability company, except as expressly provided in K.S.A. 17-
6101(d), 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. Notwithstanding any other provision of law,
no power granted by this act, by any other law or by the operating
agreement or other organizational documents shall be construed to
authorize a limited liability company, directly or indirectly, to engage in
election activity or ballot-issue activity as defined in K.S.A. 17-6101, and
amendments thereto, except as expressly provided in K.S.A. 17-6101(d),
and amendments thereto. Any provision of the articles of organization,
operating agreement or other organizational documents purporting to
grant or confer any power to engage in election activity or ballot-issue
activity, other than as expressly provided in K.S.A. 17-6101(d), and
amendments thereto, is void. Any act undertaken by a limited liability
company that constitutes election activity or ballot-issue activity, other
than as expressly provided in K.S.A. 17-6101(d), and amendments thereto,
is ultra vires and void and shall result in forfeiture of all charter
privileges, including limited liability and perpetual duration, as a matter
of law. The secretary of state shall adopt rules and regulations for
administrative forfeiture, reinstatement upon disgorgement and
certification of compliance and related civil enforcement. A foreign limited
liability company that directly or indirectly undertakes, finances or directs
election activity or ballot-issue activity in Kansas shall be conclusively
deemed to be transacting business in this state for purposes of jurisdiction
and enforcement. Nothing in this subsection shall be construed to
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HB 2766 12
invalidate, impair or modify any existing contract, debt instrument,
security or other legal obligation validly entered into before January 1,
2027, except that nothing herein authorizes any election activity or ballot-
issue activity after such date.
(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;
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HB 2766 13
(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, 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
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HB 2766 14
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.
(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.
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HB 2766 15
Sec. 11. K.S.A. 17-7930 is hereby amended to read as follows: 17-
7930. (a) Subject to the constitution of the state of Kansas:
(1) The laws of the state, territory, possession, county or other
jurisdiction under which a foreign covered entity is organized govern its
organization and internal affairs and the liability of its members and
governors; and
(2) a foreign covered entity may not be denied registration by reason
of any difference between those laws and the laws of the state of Kansas.
(b) Registration with the secretary of state does not authorize a
foreign covered entity to engage in any business or exercise any power
that a covered entity may not engage in or exercise in this state as a foreign
covered entity.
(c) A foreign covered entity may conduct or promote any lawful
business or purposes, except as otherwise provided by the laws of this
state.
(d) This section shall take effect on and after January 1, 2015A
foreign covered entity that directly or indirectly undertakes, finances or
directs election activity or ballot-issue activity in Kansas, as defined in
K.S.A. 17-6101, and amendments thereto, shall be conclusively deemed to
be transacting business in this state for purposes of jurisdiction and
enforcement. Registration with the secretary of state shall not authorize a
foreign covered entity to engage in election activity or ballot-issue activity
in Kansas, except as expressly provided in K.S.A. 17-6101(d), and
amendments thereto. Any act undertaken by a foreign covered entity
constituting election activity or ballot-issue activity, other than as
expressly provided in K.S.A. 17-6101(d), and amendments thereto, is ultra
vires and void and shall subject such foreign covered entity to all
applicable remedies under Kansas law.
Sec. 12. K.S.A. 56a-306 is hereby amended to read as follows: 56a-
306. (a) Except as otherwise provided in subsections (b) and (c), all
partners are liable jointly and severally for all obligations of the
partnership unless otherwise agreed by the claimant or provided by law.
(b) A person admitted as a partner into an existing partnership is not
personally liable for any partnership obligation incurred before the
person's admission as a partner.
(c) An obligation of a partnership incurred while the partnership is a
limited liability partnership, whether arising in contract, tort, or otherwise,
is solely the obligation of the partnership. A partner is not personally
liable, directly or indirectly, by way of contribution or otherwise, for such
a partnership obligation solely by reason of being or so acting as a partner.
This subsection applies notwithstanding anything inconsistent in the
partnership agreement that existed immediately before the vote required to
become a limited liability partnership under subsection (b) of K.S.A. 56a-
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HB 2766 16
1001(b).
(d) Notwithstanding subsection (c), an obligation of a partnership
incurred while the partnership is a limited liability partnership that arises
from, is incurred for or is attributable to election activity or ballot-issue
activity as defined in K.S.A. 17-6101, and amendments thereto, is not
solely the obligation of the partnership, and each partner is personally
liable, directly and indirectly, for such obligation, except as expressly
provided in K.S.A. 17-6101(d), and amendments thereto. Any act by a
limited liability partnership that constitutes election activity or ballot-
issue activity, other than as expressly provided in K.S.A. 17-6101(d), and
amendments thereto, is ultra vires and void, and such partnership shall
forfeit the limited-liability privileges conferred by its registration until
reinstated by the secretary of state pursuant to rule, including
reinstatement upon disgorgement and certification of compliance. A
foreign limited liability partnership that directly or indirectly undertakes,
finances or directs election activity or ballot-issue activity in Kansas shall
be conclusively deemed to be transacting business in this state for
purposes of jurisdiction and enforcement.
Sec. 13. K.S.A. 56-1a106 is hereby amended to read as follows: 56-
1a106. A limited partnership may conduct or promote any lawful business
or purposes, except as otherwise provided by law of this state, which that a
partnership without limited partners may conduct or promote. Election
activity and ballot-issue activity, as defined in K.S.A. 17-6101, and
amendments thereto, are not lawful business or purpose for a limited
partnership, except as expressly provided in K.S.A. 17-6101(d), and
amendments thereto. Any act constituting election activity or ballot-issue
activity undertaken by a limited partnership, other than as expressly
provided in K.S.A. 17-6101(d), and amendments thereto, is ultra vires and
void and shall result in forfeiture of all charter privileges of such limited
partnership, including limited-liability protections, as a matter of law.
Sec. 14. K.S.A. 56-1a253 is hereby amended to read as follows: 56-
1a253. (a) Except as provided in this act or in the partnership agreement, a
general partner of a limited partnership has the rights and powers and is
subject to the restrictions of a partner in a partnership without limited
partners.
(b) Except as provided in this act, a general partner of a limited
partnership has the liabilities of a partner in a partnership without limited
partners to persons other than the partnership and the other partners.
(c) Except as provided in this act or in the partnership agreement, a
general partner of a limited partnership has the liabilities of a partner in a
partnership without limited partners to the partnership and to the other
partners.
(d) Notwithstanding any other provision of law, a general partner of
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HB 2766 17
a limited partnership organized under the laws of this state shall not, on
behalf of the limited partnership, exercise any power to directly or
indirectly engage in election activity or ballot-issue activity as defined in
K.S.A. 17-6101, and amendments thereto, except as expressly provided in
K.S.A. 17-6101(d), and amendments thereto.
(e) Any act undertaken by a general partner of a limited partnership
in violation of subsection (d) is ultra vires and void, and such general
partner shall forfeit all charter privileges, including limited-liability
protections, as a matter of law.
(f) A foreign limited partnership that directly or indirectly
undertakes, finances or directs election activity or ballot-issue activity in
Kansas shall be conclusively deemed to be transacting business in this
state for purposes of jurisdiction and enforcement.
(g) Nothing in subsections (d) through (f) shall be construed to
invalidate, impair or modify any existing contract, debt instrument,
security or other legal obligation validly entered into before January 1,
2027, except that nothing herein authorizes any election activity or ballot-
issue activity after such date.
Sec. 15. K.S.A. 17-1503, 17-1605, 17-2034, 17-2204, 17-6001, 17-
6101, 17-6104, 17-7930, 56-1a106, 56-1a253 and 56a-306 and K.S.A.
2025 Supp. 17-7668 are hereby repealed.
Sec. 16. This act shall take effect and be in force from and after
January 1, 2027, and its publication in the statute book.
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