Kansas House Bill HB2371 Amended / Bill

                    As Amended by Senate Committee
As Amended by House Committee
Session of 2025
HOUSE BILL No. 2371
By Committee on Judiciary
Requested by Joe Molina on behalf of the Kansas Bar Association
2-7
AN ACT 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 
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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 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 
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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 
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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.
(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 
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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, 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 
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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 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 
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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 
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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 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 
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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.
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 
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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 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 
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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 
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43 HB 2371—Am. by SC 12
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 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 
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43 HB 2371—Am. by SC 13
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 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.
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(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.
(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 
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43 HB 2371—Am. by SC 15
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 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 
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43 HB 2371—Am. by SC 16
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 
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43 HB 2371—Am. by SC 17
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 
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 
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43 HB 2371—Am. by SC 18
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 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 
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43 HB 2371—Am. by SC 19
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 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 
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43 HB 2371—Am. by SC 20
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.
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43 HB 2371—Am. by SC 21
(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 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, 
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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 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 
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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. Voting 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 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 
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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 
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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 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 
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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 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 
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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. Voting 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 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 
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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 
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manager shall be irrevocable if it states that it is irrevocable. Unless 
otherwise provided 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.
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(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 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, 
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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 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 
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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. Voting by members or managers associated with a 
series may be on a per capita, number, financial interest, class, group or 
any other basis.
(5) Unless otherwise provided in an operating agreement, the 
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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 
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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 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 
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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.
(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.
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(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.
(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;
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(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, 
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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 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 
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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 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 
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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 enirety;
(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 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 
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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.
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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 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 
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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 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 
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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 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, 
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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 
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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 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 
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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 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 
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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:
(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 
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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;
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(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 
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 
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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;
(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 
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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 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 
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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. 
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17-78-401 through 17-78-406, and amendments thereto, prior 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 
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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.
(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 
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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
(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.
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(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 
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of state.
(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 
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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.
(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.
Sec. 34. K.S.A. 17-7662, 17-7663, 17-7668, 17-7670, 17-7681, 17-
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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 Kansas register.
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