KS
Kansas House Bill HB2371

Kansas 2025-2026 Regular Session

Kansas House Bill HB2371 Compare Versions

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1+Session of 2025
12 HOUSE BILL No. 2371
2-AN ACT concerning business entities; relating to the Kansas revised limited liability
3-company act; providing for document form, signature and delivery options;
4-specifying that a subscription for a limited liability company interest is irrevocable
5-under certain circumstances; modifying requirements related to domestic limited
6-liability company division, certificates of division and certificates of amendment of
7-certificate of division and certificates of merger or consolidation of series; relating to
8-series limited liability companies; authorizing a limited liability company and any of
9-its series to elect to consolidate its operations as a single taxpayer and elect to be
10-treated as a single business for certain purposes; permitting operating agreements to
11-impose restrictions, duties and obligations on members; specifying that wrongful
12-transfer of property with intent to hinder, delay or defraud creditors or to defraud
13-shall be deemed void; relating to the business entity transactions act; modifying
14-requirements related to certificates of merger, certificates of interest exchange,
15-certificates of conversion and certificates of domestication; relating to the business
16-entity standard treatment act; including certificates of amendment to certificate of
17-designation and certificates of merger or consolidation of series as documents related
18-to limited liability companies to be filed with the secretary of state; specifying
19-circumstances under which changes related to a resident agent shall be deemed a
20-change of name of the person or entity acting as a resident agent; amending K.S.A.
21-17-7662, 17-7663, 17-7668, 17-7670, 17-7681, 17-7682, 17-7685a, 17-7686, 17-
22-7687, 17-7690, 17-7695, 17-7698, 17-76,143, 17-76,143a, 17-76,145, 17-76,146, 17-
23-76,148, 17-76,149, 17-76,151, 17-76,152, 17-78-205, 17-78-206, 17-78-305, 17-78-
24-306, 17-78-405, 17-78-505, 17-7904, 17-7925, 17-7927 and 17-7929 and K.S.A.
25-2024 Supp. 17-76,136 and repealing the existing sections; also repealing K.S.A. 17-
26-76,150
27-.
3+By Committee on Judiciary
4+Requested by Joe Molina on behalf of the Kansas Bar Association
5+2-7
6+AN ACT concerning business entities; relating to the Kansas revised
7+limited liability company act; providing for document form, signature
8+and delivery options; specifying that a subscription for a limited
9+liability company interest is irrevocable under certain circumstances;
10+modifying requirements related to domestic limited liability company
11+division, certificates of division and certificates of amendment of
12+certificate of division and certificates of merger or consolidation of
13+series; relating to the business entity transactions act; modifying
14+requirements related to certificates of merger, certificates of interest
15+exchange, certificates of conversion and certificates of domestication;
16+relating to the business entity standard treatment act; including
17+certificates of amendment to certificate of designation and certificates
18+of merger or consolidation of series as documents related to limited
19+liability companies to be filed with the secretary of state; specifying
20+circumstances under which changes related to a resident agent shall be
21+deemed a change of name of the person or entity acting as a resident
22+agent; amending K.S.A. 17-7662, 17-7663, 17-7668, 17-7670, 17-
23+7681, 17-7682, 17-7685a, 17-7686, 17-7687, 17-7690, 17-7695, 17-
24+7698, 17-76,143, 17-76,143a, 17-76,145, 17-76,146, 17-76,148, 17-
25+76,149, 17-76,151, 17-76,152, 17-78-205, 17-78-206, 17-78-305, 17-
26+78-306, 17-78-405, 17-78-505, 17-7904, 17-7925, 17-7927 and 17-
27+7929 and K.S.A. 2024 Supp. 17-76,136 and repealing the existing
28+sections; also repealing K.S.A. 17-76,150.
2829 Be it enacted by the Legislature of the State of Kansas:
29-New Section 1. (a) (1) Except as provided in subsection (b),
30-without limiting the manner in which any act or transaction may be
31-documented or the manner in which a document may be signed or
32-delivered:
33-(A) Any act or transaction contemplated or governed by the
34-Kansas revised limited liability company act or the operating agreement
35-may be provided for in a document, and an electronic transmission is
36-the equivalent of a written document.
37-(B) Whenever the Kansas revised limited liability company act or
38-the operating agreement requires or permits a signature, the signature
39-may be a manual, facsimile, conformed or electronic signature.
40-"Electronic signature" means an electronic symbol or process that is
41-attached to, or logically associated with, a document and executed or
42-adopted by a person with an intent to execute, authenticate or adopt the
43-document. A person may execute a document with such person's
44-signature.
45-(C) Unless otherwise provided in the operating agreement or
46-agreed between the sender and recipient, an electronic transmission is
47-delivered to a person for purposes of the Kansas revised limited
48-liability company act and the operating agreement when it enters an
49-information processing system that the person has designated for the
50-purpose of receiving electronic transmissions of the type delivered if
51-the electronic transmission is in a form capable of being processed by
52-that system and such person is able to retrieve the electronic
53-transmission. Whether a person has so designated an information
54-processing system is determined by the operating agreement or from
55-the context and surrounding circumstances, including the parties'
56-conduct. An electronic transmission is delivered under this section even
57-if no person is aware of its receipt. Receipt of an electronic
58-acknowledgement from an information processing system establishes
59-that an electronic transmission was received but, by itself, does not
60-establish that the content sent corresponds to the content received.
30+New Section 1. (a) (1) Except as provided in subsection (b), without
31+limiting the manner in which any act or transaction may be documented or
32+the manner in which a document may be signed or delivered:
33+(A) Any act or transaction contemplated or governed by the Kansas
34+revised limited liability company act or the operating agreement may be
35+provided for in a document, and an electronic transmission is the
36+equivalent of a written document.
37+(B) Whenever the Kansas revised limited liability company act or the
38+operating agreement requires or permits a signature, the signature may be
39+a manual, facsimile, conformed or electronic signature. "Electronic
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75+signature" means an electronic symbol or process that is attached to, or
76+logically associated with, a document and executed or adopted by a person
77+with an intent to execute, authenticate or adopt the document. A person
78+may execute a document with such person's signature.
79+(C) Unless otherwise provided in the operating agreement or agreed
80+between the sender and recipient, an electronic transmission is delivered to
81+a person for purposes of the Kansas revised limited liability company act
82+and the operating agreement when it enters an information processing
83+system that the person has designated for the purpose of receiving
84+electronic transmissions of the type delivered if the electronic transmission
85+is in a form capable of being processed by that system and such person is
86+able to retrieve the electronic transmission. Whether a person has so
87+designated an information processing system is determined by the
88+operating agreement or from the context and surrounding circumstances,
89+including the parties' conduct. An electronic transmission is delivered
90+under this section even if no person is aware of its receipt. Receipt of an
91+electronic acknowledgement from an information processing system
92+establishes that an electronic transmission was received but, by itself, does
93+not establish that the content sent corresponds to the content received.
6194 (2) The Kansas revised limited liability company act shall not
62-prohibit one or more persons from conducting a transaction in
63-accordance with the uniform electronic transactions act, K.S.A. 16-601
64-et seq., and amendments thereto, if the part or parts of the transaction
65-that are governed by the Kansas revised limited liability company act
66-are documented, signed and delivered in accordance with this
67-subsection or otherwise in accordance with the Kansas revised limited
68-liability company act. This subsection shall apply solely for purposes of
69-determining whether an act or transaction has been documented, and
70-the document has been signed and delivered, in accordance with the HOUSE BILL No. 2371—page 2
71-Kansas revised limited liability company act and the operating
72-agreement.
95+prohibit one or more persons from conducting a transaction in accordance
96+with the uniform electronic transactions act, K.S.A. 16-601 et seq., and
97+amendments thereto, if the part or parts of the transaction that are
98+governed by the Kansas revised limited liability company act are
99+documented, signed and delivered in accordance with this subsection or
100+otherwise in accordance with the Kansas revised limited liability company
101+act. This subsection shall apply solely for purposes of determining whether
102+an act or transaction has been documented, and the document has been
103+signed and delivered, in accordance with the Kansas revised limited
104+liability company act and the operating agreement.
73105 (b) (1) Subsection (a) shall not apply to:
74-(A) A document filed with or submitted to the secretary of state or
75-a court or other judicial or governmental body of this state;
106+(A) A document filed with or submitted to the secretary of state or a
107+court or other judicial or governmental body of this state;
76108 (B) a certificate of limited liability company interest, except that a
77109 signature on a certificate of limited liability company interest may be
78110 manual, facsimile or electronic signature; and
79-(C) an act or transaction effected pursuant to article 79 of chapter
80-17 of the Kansas Statutes Annotated, and amendments thereto, or
81-K.S.A. 17-7667, 17-76,130, 17-76,131, 17-76,132 and 17-76,133, and
82-amendments thereto.
83-(2) The provisions of paragraph (1) shall not create any
84-presumption about the lawful means to document a matter addressed by
85-this subsection or the lawful means to sign or deliver a document
86-addressed by this subsection. A provision of the operating agreement
87-shall not limit the application of subsection (a) unless the provision
88-expressly restricts one or more of the means of documenting an act or
89-transaction, or of signing or delivering a document, permitted by
90-subsection (a).
111+(C) an act or transaction effected pursuant to article 79 of chapter 17
112+of the Kansas Statutes Annotated, and amendments thereto, or K.S.A. 17-
113+7667, 17-76,130, 17-76,131, 17-76,132 and 17-76,133, and amendments
114+thereto.
115+(2) The provisions of paragraph (1) shall not create any presumption
116+about the lawful means to document a matter addressed by this subsection
117+or the lawful means to sign or deliver a document addressed by this
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161+subsection. A provision of the operating agreement shall not limit the
162+application of subsection (a) unless the provision expressly restricts one or
163+more of the means of documenting an act or transaction, or of signing or
164+delivering a document, permitted by subsection (a).
91165 (c) In the event that any provision of the Kansas revised limited
92-liability company act is deemed to modify, limit or supersede the
93-federal electronic signatures in global and national commerce act, 15
94-U.S.C. § 7001 et. seq., the provisions of the Kansas revised limited
95-liability company act shall control to the fullest extent permitted by 15
96-U.S.C. § 7002(a)(2).
166+liability company act is deemed to modify, limit or supersede the federal
167+electronic signatures in global and national commerce act, 15 U.S.C. §
168+7001 et. seq., the provisions of the Kansas revised limited liability
169+company act shall control to the fullest extent permitted by 15 U.S.C. §
170+7002(a)(2).
97171 (d) This section shall be a part of and supplemental to article 76 of
98172 chapter 17 of the Kansas Statutes Annotated, and amendments thereto.
99-New Sec. 2. (a) For all purposes of the laws of the state of Kansas,
100-a subscription for a limited liability company interest, whether
101-submitted in writing, by means of electronic transmission or as
102-otherwise permitted by applicable law, is irrevocable if the subscription
103-states that such subscription is irrevocable to the extent provided by the
104-terms of the subscription.
173+New Sec. 2. (a) For all purposes of the laws of the state of Kansas, a
174+subscription for a limited liability company interest, whether submitted in
175+writing, by means of electronic transmission or as otherwise permitted by
176+applicable law, is irrevocable if the subscription states that such
177+subscription is irrevocable to the extent provided by the terms of the
178+subscription.
105179 (b) This section shall be a part of and supplemental to article 76 of
106180 chapter 17 of the Kansas Statutes Annotated, and amendments thereto.
107181 Sec. 3. K.S.A. 17-7662 is hereby amended to read as follows: 17-
108182 7662. K.S.A. 17-7662 through 17-76,142, and amendments thereto, and
109-K.S.A. 17-76,143 through 17-76,146, 17-7676a, 17-7685a, 17-76,143a
110-and 17-76,147 through 17-76,155, and amendments thereto, and
111-sections 1 and 2, and amendments thereto, shall be known and may be
112-cited as the Kansas revised limited liability company act.
183+K.S.A. 17-76,143 through 17-76,146, 17-7676a, 17-7685a, 17-76,143a and
184+17-76,147 through 17-76,155, and amendments thereto, and sections 1
185+and 2, and amendments thereto, shall be known and may be cited as the
186+Kansas revised limited liability company act.
113187 Sec. 4. K.S.A. 17-7663 is hereby amended to read as follows: 17-
114-7663. As used in the Kansas revised limited liability company act
115-unless the context otherwise requires:
188+7663. As used in the Kansas revised limited liability company act unless
189+the context otherwise requires:
116190 (a) "Articles of organization" means the articles of organization
117-referred to in K.S.A. 17-7673, and amendments thereto, and the articles
118-of organization as amended.
119-(b) "Bankruptcy" means an event that causes a person to cease to
120-be a member as provided in K.S.A. 17-7689, and amendments thereto.
121-(c) "Contribution" means any cash, property, services rendered or
122-a promissory note or other obligation to contribute cash or property or
123-to perform services, which that a person contributes to a limited
124-liability company in such person's capacity as a member.
191+referred to in K.S.A. 17-7673, and amendments thereto, and the articles of
192+organization as amended.
193+(b) "Bankruptcy" means an event that causes a person to cease to be a
194+member as provided in K.S.A. 17-7689, and amendments thereto.
195+(c) "Contribution" means any cash, property, services rendered or a
196+promissory note or other obligation to contribute cash or property or to
197+perform services, which that a person contributes to a limited liability
198+company in such person's capacity as a member.
125199 (d) "Document" means:
126200 (1) Any tangible medium on which information is inscribed.
127-"Document" includes handwritten, typed, printed or similar
128-instruments and copies of such instruments; and
129-(2) an electronic transmission. HOUSE BILL No. 2371—page 3
130-(e) "Electronic transmission" means any form of communication
131-not directly involving the physical transmission of paper, including the
132-use of, or participation in, one or more electronic networks or
133-databases, including one or more distributed electronic networks or
134-databases, that creates a record that may be retained, retrieved and
135-reviewed by a recipient thereof and directly reproduced in paper form
136-by such a recipient through an automated process.
201+"Document" includes handwritten, typed, printed or similar instruments
202+and copies of such instruments; and
203+(2) an electronic transmission.
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247+(e) "Electronic transmission" means any form of communication not
248+directly involving the physical transmission of paper, including the use of,
249+or participation in, one or more electronic networks or databases,
250+including one or more distributed electronic networks or databases, that
251+creates a record that may be retained, retrieved and reviewed by a
252+recipient thereof and directly reproduced in paper form by such a recipient
253+through an automated process.
137254 (f) "Foreign limited liability company" means a limited liability
138255 company formed under the laws of any state or under the laws of any
139256 foreign country or other foreign jurisdiction. When used in the Kansas
140257 revised limited liability company act in reference to a foreign limited
141258 liability company, the terms "operating agreement," "limited liability
142259 company interest," "manager" or "member" shall mean an operating
143260 agreement, limited liability company interest, manager or member,
144-respectively, under the laws of the state or foreign country or other
145-foreign jurisdiction under which the foreign limited liability company is
146-formed.
261+respectively, under the laws of the state or foreign country or other foreign
262+jurisdiction under which the foreign limited liability company is formed.
147263 (e)(g) "Knowledge" means a person's actual knowledge of a fact,
148264 rather than the person's constructive knowledge of the fact.
149265 (f)(h) "Limited liability company" and "domestic limited liability
150-company" means mean a limited liability company formed under the
151-laws of the state of Kansas and having one or more members.
152-(g)(i) "Limited liability company interest" means a member's
153-share of the profits and losses of a limited liability company and a
154-member's right to receive distributions of the limited liability
155-company's assets.
156-(h)(j) "Liquidating trustee" means a person carrying out the
157-winding up of a limited liability company.
266+company" means mean a limited liability company formed under the laws
267+of the state of Kansas and having one or more members.
268+(g)(i) "Limited liability company interest" means a member's share of
269+the profits and losses of a limited liability company and a member's right
270+to receive distributions of the limited liability company's assets.
271+(h))(j) "Liquidating trustee" means a person carrying out the winding
272+up of a limited liability company.
158273 (i)(k) "Manager" means a person who is named as a manager of a
159274 limited liability company in, or designated as a manager of a limited
160275 liability company pursuant to, an operating agreement or similar
161276 instrument under which the limited liability company is formed.
162-"Manager" includes a manager of the limited liability company
163-generally and a manager associated with a series of the limited
164-liability company. Unless the context otherwise requires, references in
165-the Kansas revised limited liability company act to a manager,
166-including references in the Kansas revised limited liability company act
167-to a manager of a limited liability company, shall be deemed to be
168-references to a manager of the limited liability company generally and
169-to a manager associated with a series with respect to such series.
170-(j)(l) "Member" means a person who is admitted to a limited
171-liability company as a member as provided in K.S.A. 17-7686, and
172-amendments thereto. "Member" includes a member of the limited
173-liability company generally and a member associated with a series of
174-the limited liability company. Unless the context otherwise requires,
175-references in the Kansas revised limited liability company act to a
176-member, including references in the Kansas revised limited liability
177-company act to a member of a limited liability company, shall be
178-deemed to be references to a member of the limited liability company
179-generally and to a member associated with a series with respect to
180-such series.
277+"Manager" includes a manager of the limited liability company generally
278+and a manager associated with a series of the limited liability company.
279+Unless the context otherwise requires, references in the Kansas revised
280+limited liability company act to a manager, including references in the
281+Kansas revised limited liability company act to a manager of a limited
282+liability company, shall be deemed to be references to a manager of the
283+limited liability company generally and to a manager associated with a
284+series with respect to such series.
285+(j)(l) "Member" means a person who is admitted to a limited liability
286+company as a member as provided in K.S.A. 17-7686, and amendments
287+thereto. "Member" includes a member of the limited liability company
288+generally and a member associated with a series of the limited liability
289+company. Unless the context otherwise requires, references in the Kansas
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333+revised limited liability company act to a member, including references in
334+the Kansas revised limited liability company act to a member of a limited
335+liability company, shall be deemed to be references to a member of the
336+limited liability company generally and to a member associated with a
337+series with respect to such series.
181338 (k)(m) "Operating agreement" means any agreement, whether
182-referred to as an operating agreement, limited liability company
183-agreement or otherwise, written, oral, or implied, of the member or
184-members as to the affairs of a limited liability company and the conduct
185-of its business. A member or manager of a limited liability company or
186-an assignee of a limited liability company interest is bound by the
187-operating agreement whether or not the member or manager or assignee
188-executes the operating agreement. A limited liability company, HOUSE BILL No. 2371—page 4
189-including any series thereof, is not required to execute its operating
190-agreement. A limited liability company, including any series thereof, is
191-bound by its operating agreement whether or not the limited liability
192-company, or any series thereof, executes the operating agreement. An
193-operating agreement of a limited liability company having only one
194-member shall not be unenforceable by reason of there being only one
195-person who is a party to the operating agreement. An operating
196-agreement is not subject to any statute of frauds, including K.S.A. 33-
197-106, and amendments thereto. An operating agreement may provide
198-rights to any person, including a person who is not a party to the
339+referred to as an operating agreement, limited liability company agreement
340+or otherwise, written, oral, or implied, of the member or members as to the
341+affairs of a limited liability company and the conduct of its business. A
342+member or manager of a limited liability company or an assignee of a
343+limited liability company interest is bound by the operating agreement
344+whether or not the member or manager or assignee executes the operating
345+agreement. A limited liability company, including any series thereof, is not
346+required to execute its operating agreement. A limited liability company,
347+including any series thereof, is bound by its operating agreement whether
348+or not the limited liability company, or any series thereof, executes the
349+operating agreement. An operating agreement of a limited liability
350+company having only one member shall not be unenforceable by reason of
351+there being only one person who is a party to the operating agreement. An
352+operating agreement is not subject to any statute of frauds, including
353+K.S.A. 33-106, and amendments thereto. An operating agreement may
354+provide rights to any person, including a person who is not a party to the
199355 operating agreement, to the extent set forth therein. A written operating
200356 agreement or another written agreement or writing:
201357 (1) May provide that a person shall be admitted as a member of a
202-limited liability company, or shall become an assignee of a limited
203-liability company interest or other rights or powers of a member to the
204-extent assigned:
358+limited liability company, or shall become an assignee of a limited liability
359+company interest or other rights or powers of a member to the extent
360+assigned:
205361 (A) If such person, or a representative authorized by such person
206-orally, in writing or by other action such as payment for a limited
207-liability company interest, executes the operating agreement or any
208-other writing evidencing the intent of such person to become a member
209-or assignee; or
362+orally, in writing or by other action such as payment for a limited liability
363+company interest, executes the operating agreement or any other writing
364+evidencing the intent of such person to become a member or assignee; or
210365 (B) without such execution, if such person, or a representative
211366 authorized by such person orally, in writing or by other action such as
212367 payment for a limited liability company interest, complies with the
213-conditions for becoming a member or assignee as set forth in the
214-operating agreement or any other writing; and
215-(2) shall not be unenforceable by reason of its not having been
216-signed by a person being admitted as a member or becoming an
217-assignee as provided in subsection (k)(1), or by reason of its having
218-been signed by a representative as provided in the Kansas revised
219-limited liability company act; and
368+conditions for becoming a member or assignee as set forth in the operating
369+agreement or any other writing; and
370+(2) shall not be unenforceable by reason of its not having been signed
371+by a person being admitted as a member or becoming an assignee as
372+provided in subsection (k)(1), or by reason of its having been signed by a
373+representative as provided in the Kansas revised limited liability company
374+act; and
220375 (3) may consist of one or more agreements, instruments or other
221-writings and include or incorporate one or more schedules,
222-supplements or other writings containing provisions as to the conduct
223-of the business and affairs of the limited liability company or any series
224-thereof.
225-(l)(n) "Person" means a natural person, partnership, whether
226-general or limited, limited liability company, trust, including a common
227-law trust, business trust, statutory trust, voting trust or any other form
228-of trust, estate, association, including any group, organization, co-
229-tenancy cotenancy, plan, board, council or committee, corporation,
230-government, including a country, state, county or any other
231-governmental subdivision, agency or instrumentality, custodian,
232-nominee or any other individual or entity, or series thereof, in its own
233-or any representative capacity, in each case, whether domestic or
234-foreign.
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419+writings and include or incorporate one or more schedules, supplements
420+or other writings containing provisions as to the conduct of the business
421+and affairs of the limited liability company or any series thereof.
422+(l)(n) "Person" means a natural person, partnership, whether general
423+or limited, limited liability company, trust, including a common law trust,
424+business trust, statutory trust, voting trust or any other form of trust, estate,
425+association, including any group, organization, co-tenancy cotenancy, plan,
426+board, council or committee, corporation, government, including a
427+country, state, county or any other governmental subdivision, agency or
428+instrumentality, custodian, nominee or any other individual or entity, or
429+series thereof, in its own or any representative capacity, in each case,
430+whether domestic or foreign.
235431 (m)(o) "Personal representative" means, as to a natural person, the
236-executor, administrator, guardian, conservator or other legal
237-representative thereof and, as to a person other than a natural person,
238-the legal representative or successor thereof.
432+executor, administrator, guardian, conservator or other legal representative
433+thereof and, as to a person other than a natural person, the legal
434+representative or successor thereof.
239435 (n)(p) "Series" means a designated series of members, managers,
240436 limited liability company interests or assets that is established in
241437 accordance with K.S.A. 17-76,143, and amendments thereto.
242-(o)(q) "State" means the District of Columbia or the
243-commonwealth of Puerto Rico or any state, territory, possession or
244-other jurisdiction of the United States other than the state of Kansas.
438+(o)(q) "State" means the District of Columbia or the commonwealth
439+of Puerto Rico or any state, territory, possession or other jurisdiction of the
440+United States other than the state of Kansas.
245441 Sec. 5. K.S.A. 17-7668 is hereby amended to read as follows: 17-
246442 7668. (a) Unless otherwise specifically prohibited by law, a limited
247-liability company may carry on any lawful business, purpose or HOUSE BILL No. 2371—page 5
248-activity, whether or not for profit with the exception of the business of
249-granting policies of insurance, or assuming insurance risks or banking
250-as defined in K.S.A. 9-702, and amendments thereto.
251-(b) A limited liability company shall possess and may exercise all
252-the powers and privileges granted by this act or by any other law or by
253-its operating agreement, together with any powers incidental thereto,
254-including such powers and privileges as are necessary or convenient to
255-the conduct, promotion or attainment of the business, purposes or
256-activities of the limited liability company.
443+liability company may carry on any lawful business, purpose or activity,
444+whether or not for profit with the exception of the business of granting
445+policies of insurance, or assuming insurance risks or banking as defined in
446+K.S.A. 9-702, and amendments thereto.
447+(b) A limited liability company shall possess and may exercise all the
448+powers and privileges granted by this act or by any other law or by its
449+operating agreement, together with any powers incidental thereto,
450+including such powers and privileges as are necessary or convenient to the
451+conduct, promotion or attainment of the business, purposes or activities of
452+the limited liability company.
257453 (c) A limited liability company organized and existing under the
258-Kansas revised limited liability company act or otherwise qualified to
259-do business in Kansas may have and exercise all powers that may be
260-exercised by a Kansas professional association or professional
261-corporation under the professional corporation law of Kansas,
262-including employment of professionals to practice a profession, which
263-shall be limited to the practice of one profession, except as provided in
264-K.S.A. 17-2710, and amendments thereto.
454+Kansas revised limited liability company act or otherwise qualified to do
455+business in Kansas may have and exercise all powers that may be
456+exercised by a Kansas professional association or professional corporation
457+under the professional corporation law of Kansas, including employment
458+of professionals to practice a profession, which shall be limited to the
459+practice of one profession, except as provided in K.S.A. 17-2710, and
460+amendments thereto.
265461 (d) Only a qualified person may be a member of a limited liability
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266505 company organized to exercise powers of a professional association or
267506 professional corporation. No membership may be transferred to another
268507 person until there is presented to such limited liability company a
269508 certificate by the licensing body, as defined in K.S.A. 74-146, and
270-amendments thereto, stating that the person to whom the transfer is
271-made or the membership issued is duly licensed to render the same type
272-of professional services as that for which the limited liability company
273-was organized.
509+amendments thereto, stating that the person to whom the transfer is made
510+or the membership issued is duly licensed to render the same type of
511+professional services as that for which the limited liability company was
512+organized.
274513 (e) As used in the section, "qualified person" means:
275514 (1) Any natural person licensed to practice the same type of
276-profession that any professional association or professional corporation
277-is authorized to practice;
278-(2) the trustee of a trust that is a qualified trust under section
279-401(a) of the federal internal revenue code of 1986, as in effect, on July
280-1, 1999, or of a contribution plan that is a qualified employee stock
281-ownership plan under section 409A(a) of the federal internal revenue
282-code of 1986, as in effect, on July 1, 1999;
515+profession that any professional association or professional corporation is
516+authorized to practice;
517+(2) the trustee of a trust that is a qualified trust under section 401(a)
518+of the federal internal revenue code of 1986, as in effect, on July 1, 1999,
519+or of a contribution plan that is a qualified employee stock ownership plan
520+under section 409A(a) of the federal internal revenue code of 1986, as in
521+effect, on July 1, 1999;
283522 (3) the trustee of a revocable living trust established by a natural
284523 person who is licensed to practice the type of profession that any
285524 professional association or professional corporation is authorized to
286-practice, if the terms of such trust provide that such natural person is
287-the principal beneficiary and sole trustee of such trust and such trust
288-does not continue to hold title to membership in the limited liability
289-company following such natural person's death for more than a
290-reasonable period of time necessary to dispose of such membership;
525+practice, if the terms of such trust provide that such natural person is the
526+principal beneficiary and sole trustee of such trust and such trust does not
527+continue to hold title to membership in the limited liability company
528+following such natural person's death for more than a reasonable period of
529+time necessary to dispose of such membership;
291530 (4) a Kansas professional corporation or foreign professional
292-corporation in which at least one member or shareholder is authorized
293-by a licensing body, as defined in K.S.A. 74-146, and amendments
294-thereto, to render in this state a professional service permitted by the
295-articles of organization;
296-(5) a general partnership or limited liability company, if all
297-partners or members thereof are authorized to render the professional
298-services permitted by the articles of organization of the limited liability
299-company formed pursuant to this section and in which at least one
300-partner or member is authorized by a licensing authority of this state to
301-render in this state the professional services permitted by the articles of
302-organization of the limited liability company; or
531+corporation in which at least one member or shareholder is authorized by a
532+licensing body, as defined in K.S.A. 74-146, and amendments thereto, to
533+render in this state a professional service permitted by the articles of
534+organization;
535+(5) a general partnership or limited liability company, if all partners
536+or members thereof are authorized to render the professional services
537+permitted by the articles of organization of the limited liability company
538+formed pursuant to this section and in which at least one partner or
539+member is authorized by a licensing authority of this state to render in this
540+state the professional services permitted by the articles of organization of
541+the limited liability company; or
303542 (6) a healing arts school clinic authorized to perform professional
304543 services in accordance with K.S.A. 65-2877a, and amendments thereto.
305544 (f) Nothing in this act shall restrict or limit in any manner the
306-authority and duty of any licensing body, as defined in K.S.A. 74-146, HOUSE BILL No. 2371—page 6
307-and amendments thereto, for the licensing of individual persons
308-rendering a professional service or the practice of the profession that is
309-within the jurisdiction of the licensing body, notwithstanding that the
310-person is an officer, manager, member or employee of a limited liability
311-company organized to exercise powers of a professional association or
312-professional corporation. Each licensing body may adopt rules and
313-regulations governing the practice of each profession as are necessary
314-to enforce and comply with this act and the law applicable to each
315-profession.
316-(g) A licensing body, as defined in K.S.A. 74-146, and
317-amendments thereto, the attorney general or district or county attorney
318-may bring an action in the name of the state of Kansas in quo warranto
319-or injunction against a limited liability company engaging in the
320-practice of a profession without complying with the provisions of this
321-act.
322-(h) Notwithstanding any provision of this act to the contrary,
323-without limiting the general powers enumerated in subsection (b), a
324-limited liability company shall, subject to such standards and
325-restrictions, if any, as are set forth in its operating agreement, have the
326-power and authority to make contracts of guaranty and suretyship and
327-enter into interest rate, basis, currency, hedge or other swap agreements
328-or cap, floor, put, call, option, exchange or collar agreements,
329-derivative agreements, or other agreements similar to any of the
330-foregoing.
545+authority and duty of any licensing body, as defined in K.S.A. 74-146, and
546+amendments thereto, for the licensing of individual persons rendering a
547+professional service or the practice of the profession that is within the
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591+jurisdiction of the licensing body, notwithstanding that the person is an
592+officer, manager, member or employee of a limited liability company
593+organized to exercise powers of a professional association or professional
594+corporation. Each licensing body may adopt rules and regulations
595+governing the practice of each profession as are necessary to enforce and
596+comply with this act and the law applicable to each profession.
597+(g) A licensing body, as defined in K.S.A. 74-146, and amendments
598+thereto, the attorney general or district or county attorney may bring an
599+action in the name of the state of Kansas in quo warranto or injunction
600+against a limited liability company engaging in the practice of a profession
601+without complying with the provisions of this act.
602+(h) Notwithstanding any provision of this act to the contrary, without
603+limiting the general powers enumerated in subsection (b), a limited
604+liability company shall, subject to such standards and restrictions, if any,
605+as are set forth in its operating agreement, have the power and authority to
606+make contracts of guaranty and suretyship and enter into interest rate,
607+basis, currency, hedge or other swap agreements or cap, floor, put, call,
608+option, exchange or collar agreements, derivative agreements, or other
609+agreements similar to any of the foregoing.
331610 (i) Unless otherwise provided in an operating agreement, a limited
332-liability company has the power and authority to grant, hold or exercise
333-a power of attorney, including an irrevocable power of attorney.
611+liability company has the power and authority to grant, hold or exercise a
612+power of attorney, including an irrevocable power of attorney.
334613 (j) (1) (A) Except as provided in subparagraph (B), any act or
335614 transaction that may be taken by or in respect of a limited liability
336615 company under the Kansas revised limited liability company act or an
337616 operating agreement, but that is void or voidable when taken, may be
338617 ratified, or the failure to comply with any requirements of the operating
339618 agreement making such act or transaction void or voidable may be
340619 waived, by the members, managers or other persons whose approval
341620 would be required under the operating agreement (i) for such act or
342-transaction to be validly taken, or (ii) to amend the operating
343-agreement in a manner that would permit such act or transaction to be
344-validly taken, in each case at the time of such ratification or waiver.
621+transaction to be validly taken, or (ii) to amend the operating agreement
622+in a manner that would permit such act or transaction to be validly taken,
623+in each case at the time of such ratification or waiver.
345624 (B) If the void or voidable act or transaction was the issuance or
346-assignment of any limited liability company interests, the limited
347-liability company interests purportedly issued or assigned shall be
348-deemed not to have been issued or assigned for purposes of
349-determining whether the void or voidable act or transaction was
350-ratified or waived pursuant to this subsection.
351-(2) Any act or transaction that is ratified, or with respect to which
352-the failure to comply with any requirements of the operating agreement
353-is waived, pursuant to this subsection shall be deemed validly taken at
354-the time of such act or transaction.
355-(3) If an amendment to the operating agreement to permit any
356-such act or transaction to be validly taken would require notice to any
357-members, managers or other persons under the operating agreement
358-and the ratification or waiver of such act or transaction is effectuated
359-pursuant to this subsection by the members, managers or other persons
360-whose approval would be required to amend the operating agreement,
361-notice of such ratification or waiver shall be given following such
362-ratification or waiver to the members, managers or other persons who
363-would have been entitled to notice of such an amendment and who
364-have not otherwise received notice of, or participated in, such
365-ratification or waiver. HOUSE BILL No. 2371—page 7
366-(4) The provisions of this subsection shall not be construed to
367-limit the accomplishment of a ratification or waiver of a void or
368-voidable act by other means permitted by law.
369-(5) Upon application of the limited liability company, any
370-member, manager or person claiming to be substantially and adversely
371-affected by a ratification or waiver pursuant to this subsection,
372-excluding any harm that would have resulted if such act or transaction
373-had been valid when taken, the district court may hear and determine
374-the validity and effectiveness of the ratification of, or waiver with
375-respect to, any void or voidable act or transaction effectuated pursuant
376-to this subsection. In any such application, the limited liability
377-company shall be named as a party and service of the application upon
378-the resident agent of the limited liability company shall be deemed to
379-be service upon the limited liability company, and no other party need
380-be joined in order for the court to adjudicate the validity and
381-effectiveness of the ratification or waiver. The court may make such
382-order respecting further or other notice of such application as it deems
383-proper under these circumstances. Nothing in this paragraph limits or
384-affects the right to serve process in any other manner now or hereafter
385-provided by law, and this provision is an extension of and not a
386-limitation upon the right otherwise existing of service of legal process
387-upon nonresidents.
625+assignment of any limited liability company interests, the limited liability
626+company interests purportedly issued or assigned shall be deemed not to
627+have been issued or assigned for purposes of determining whether the void
628+or voidable act or transaction was ratified or waived pursuant to this
629+subsection.
630+(2) Any act or transaction that is ratified, or with respect to which the
631+failure to comply with any requirements of the operating agreement is
632+waived, pursuant to this subsection shall be deemed validly taken at the
633+time of such act or transaction.
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677+(3) If an amendment to the operating agreement to permit any such
678+act or transaction to be validly taken would require notice to any
679+members, managers or other persons under the operating agreement and
680+the ratification or waiver of such act or transaction is effectuated pursuant
681+to this subsection by the members, managers or other persons whose
682+approval would be required to amend the operating agreement, notice of
683+such ratification or waiver shall be given following such ratification or
684+waiver to the members, managers or other persons who would have been
685+entitled to notice of such an amendment and who have not otherwise
686+received notice of, or participated in, such ratification or waiver.
687+(4) The provisions of this subsection shall not be construed to limit
688+the accomplishment of a ratification or waiver of a void or voidable act by
689+other means permitted by law.
690+(5) Upon application of the limited liability company, any member,
691+manager or person claiming to be substantially and adversely affected by
692+a ratification or waiver pursuant to this subsection, excluding any harm
693+that would have resulted if such act or transaction had been valid when
694+taken, the district court may hear and determine the validity and
695+effectiveness of the ratification of, or waiver with respect to, any void or
696+voidable act or transaction effectuated pursuant to this subsection. In any
697+such application, the limited liability company shall be named as a party
698+and service of the application upon the resident agent of the limited
699+liability company shall be deemed to be service upon the limited liability
700+company, and no other party need be joined in order for the court to
701+adjudicate the validity and effectiveness of the ratification or waiver. The
702+court may make such order respecting further or other notice of such
703+application as it deems proper under these circumstances. Nothing in this
704+paragraph limits or affects the right to serve process in any other manner
705+now or hereafter provided by law, and this provision is an extension of and
706+not a limitation upon the right otherwise existing of service of legal
707+process upon nonresidents.
388708 Sec. 6. K.S.A. 17-7670 is hereby amended to read as follows: 17-
389-7670. (a) Subject to such standards and restrictions, if any, as are set
390-forth in its operating agreement, a limited liability company may, and
391-shall have the power to, indemnify and hold harmless any member or
392-manager or other person from and against any and all claims and
393-demands whatsoever.
394-(b) (1) Except as provided in the operating agreement, to the
395-extent that a present or former member, manager, or officer, employee
396-or agent of a limited liability company has been successful on the
397-merits or otherwise as a plaintiff in an action to determine that the
398-plaintiff is a member of a limited liability company or in defense of any
399-threatened, pending or completed action, suit or proceeding, whether
400-civil, criminal, administrative or investigative, by reason of the fact that
401-such person is or was a member, manager, officer, employee or agent of
402-the limited liability company, or is or was serving at the request of the
403-limited liability company as a member, manager, director, officer,
404-employee or agent of another limited liability company, corporation,
405-partnership, joint venture, trust or other enterprise, or in defense of any
406-claim, issue or matter therein, such member, manager, officer,
407-employee or agent shall be indemnified by the limited liability
408-company against expenses actually and reasonably incurred by such
409-person in connection therewith, including attorney fees.
410-(2) For indemnification with respect to any act or omission
411-occurring after June 30, 2025, references to "officer" for purposes of
412-this subsection only means an officer of the limited liability company
413-who:
709+7670. (a) Subject to such standards and restrictions, if any, as are set forth
710+in its operating agreement, a limited liability company may, and shall have
711+the power to, indemnify and hold harmless any member or manager or
712+other person from and against any and all claims and demands whatsoever.
713+(b) (1) Except as provided in the operating agreement, to the extent
714+that a present or former member, manager, or officer, employee or agent of
715+a limited liability company has been successful on the merits or otherwise
716+as a plaintiff in an action to determine that the plaintiff is a member of a
717+limited liability company or in defense of any threatened, pending or
718+completed action, suit or proceeding, whether civil, criminal,
719+administrative or investigative, by reason of the fact that such person is or
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763+was a member, manager, officer, employee or agent of the limited liability
764+company, or is or was serving at the request of the limited liability
765+company as a member, manager, director, officer, employee or agent of
766+another limited liability company, corporation, partnership, joint venture,
767+trust or other enterprise, or in defense of any claim, issue or matter therein,
768+such member, manager, officer, employee or agent shall be indemnified by
769+the limited liability company against expenses actually and reasonably
770+incurred by such person in connection therewith, including attorney fees.
771+(2) For indemnification with respect to any act or omission occurring
772+after June 30, 2025, references to "officer" for purposes of this subsection
773+only means an officer of the limited liability company who:
414774 (A) Is or was the president, chief executive officer, chief operating
415775 officer, chief financial officer, chief legal officer, controller, treasurer or
416776 chief accounting officer of the limited liability company; or
417777 (B) is or was identified in the limited liability company's public
418778 filings with the United States securities and exchange commission,
419779 because such person is or was one of the most highly compensated
420780 executive officers of the limited liability company.
421781 Sec. 7. K.S.A. 17-7681 is hereby amended to read as follows: 17-
422782 7681. (a) Pursuant to an agreement of merger or consolidation, one or
423-more domestic limited liability companies may merge or consolidate
424-with or into one or more limited liability companies formed under the HOUSE BILL No. 2371—page 8
425-laws of the state of Kansas or any other state or any foreign country or
426-other foreign jurisdiction, or any combination thereof, with such limited
427-liability company as the agreement shall provide being the surviving or
428-resulting limited liability company.
783+more domestic limited liability companies may merge or consolidate with
784+or into one or more limited liability companies formed under the laws of
785+the state of Kansas or any other state or any foreign country or other
786+foreign jurisdiction, or any combination thereof, with such limited liability
787+company as the agreement shall provide being the surviving or resulting
788+limited liability company.
429789 (1) (A) Unless otherwise provided in the operating agreement, an
430-agreement of merger or consolidation shall be consented to or approved
431-by each domestic limited liability company which that is to merge or
790+agreement of merger or consolidation shall be consented to or approved by
791+each domestic limited liability company which that is to merge or
432792 consolidate by members who own more than 50% of the then-current
433-percentage or other interest in the profits of the domestic limited
434-liability company owned by all of the members;
435-(B) unless otherwise provided in the operating agreement, a
436-limited liability company whose original articles of organization were
437-filed with the secretary of state and effective on or prior to June 30,
438-2019, shall not be governed by subsection (a)(1)(A), but shall be
439-governed by this subparagraph. Unless otherwise provided in the
440-operating agreement, an agreement of merger or consolidation shall be
441-consented to or approved by each domestic limited liability company
442-which that is to merge or consolidate by the members, or if there is
443-more than one class or group of members, then by each class or group
444-of members, in either case, by members who own more than 50% of
445-the then current percentage or other interest in the profits of the
446-domestic limited liability company owned by all of the members or by
447-the members in each class or group, as appropriate.
448-(2) In connection with a merger or consolidation hereunder, rights
449-or securities of, or interests in, a domestic limited liability company
450-which that is a constituent party to the merger or consolidation may be
451-exchanged for or converted into cash, property, rights or securities of,
452-or interests in, the surviving or resulting limited liability company or, in
453-addition to or in lieu thereof, may be exchanged for or converted into
454-cash, property, rights or securities of, or interests in, an entity as
455-defined in K.S.A. 17-78-102, and amendments thereto, that is not the
456-surviving or resulting limited liability company in the merger or
457-consolidation, may remain outstanding, or may be canceled.
793+percentage or other interest in the profits of the domestic limited liability
794+company owned by all of the members;
795+(B) unless otherwise provided in the operating agreement, a limited
796+liability company whose original articles of organization were filed with
797+the secretary of state and effective on or prior to June 30, 2019, shall not
798+be governed by subsection (a)(1)(A), but shall be governed by this
799+subparagraph. Unless otherwise provided in the operating agreement, an
800+agreement of merger or consolidation shall be consented to or approved by
801+each domestic limited liability company which that is to merge or
802+consolidate by the members, or if there is more than one class or group of
803+members, then by each class or group of members, in either case, by
804+members who own more than 50% of the then current percentage or other
805+interest in the profits of the domestic limited liability company owned by
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849+all of the members or by the members in each class or group, as
850+appropriate.
851+(2) In connection with a merger or consolidation hereunder, rights or
852+securities of, or interests in, a domestic limited liability company which
853+that is a constituent party to the merger or consolidation may be exchanged
854+for or converted into cash, property, rights or securities of, or interests in,
855+the surviving or resulting limited liability company or, in addition to or in
856+lieu thereof, may be exchanged for or converted into cash, property, rights
857+or securities of, or interests in, an entity as defined in K.S.A. 17-78-102,
858+and amendments thereto, that is not the surviving or resulting limited
859+liability company in the merger or consolidation, may remain outstanding,
860+or may be canceled.
458861 (3) Notwithstanding prior consent or approval, an agreement of
459862 merger or consolidation may be terminated or amended pursuant to a
460-provision for such termination or amendment contained in the
461-agreement of merger or consolidation.
462-(b) The limited liability company surviving or resulting in or from
463-the merger or consolidation shall file a certificate of merger or
464-consolidation executed by one or more authorized persons on behalf of
465-the domestic limited liability company when it is the surviving or
466-resulting entity with the secretary of state. The certificate of merger or
467-consolidation shall state:
468-(1) The name and jurisdiction of formation or organization of each
469-of the limited liability companies which that is to merge or consolidate;
470-(2) that an agreement of merger or consolidation has been
471-consented to or approved and executed by each of the limited liability
472-companies which that is to merge or consolidate;
473-(3) the name of the surviving or resulting limited liability
474-company;
863+provision for such termination or amendment contained in the agreement
864+of merger or consolidation.
865+(b) The limited liability company surviving or resulting in or from the
866+merger or consolidation shall file a certificate of merger or consolidation
867+executed by one or more authorized persons on behalf of the domestic
868+limited liability company when it is the surviving or resulting entity with
869+the secretary of state. The certificate of merger or consolidation shall state:
870+(1) The name and jurisdiction of formation or organization of each of
871+the limited liability companies which that is to merge or consolidate;
872+(2) that an agreement of merger or consolidation has been consented
873+to or approved and executed by each of the limited liability companies
874+which that is to merge or consolidate;
875+(3) the name of the surviving or resulting limited liability company;
475876 (4) in the case of a merger in which a domestic limited liability
476-company is the surviving entity, such amendments, if any, to the
477-articles of organization of the surviving domestic limited liability
478-company to change its name, registered office or resident agent as are
479-desired to be effected by the merger, and such amendments may amend
480-and restate the articles of organization of the surviving domestic
481-limited liability company in its entirety;
482-(5) the future effective date or time, which shall be a date certain,
483-of the merger or consolidation if it is not to be effective upon the filing HOUSE BILL No. 2371—page 9
484-of the certificate of merger or consolidation;
485-(6) that the agreement of merger or consolidation is on file at a
486-place of business of the surviving or resulting limited liability company,
487-and shall state the address thereof;
877+company is the surviving entity, such amendments, if any, to the articles of
878+organization of the surviving domestic limited liability company to change
879+its name, registered office or resident agent as are desired to be effected by
880+the merger, and such amendments may amend and restate the articles of
881+organization of the surviving domestic limited liability company in its
882+entirety;
883+(5) the future effective date or time, which shall be a date certain, of
884+the merger or consolidation if it is not to be effective upon the filing of the
885+certificate of merger or consolidation;
886+(6) that the agreement of merger or consolidation is on file at a place
887+of business of the surviving or resulting limited liability company, and
888+shall state the address thereof;
488889 (7) that a copy of the agreement of merger or consolidation will be
489890 furnished by the surviving or resulting limited liability company, on
490-request and without cost, to any member of any limited liability
491-company which that is to merge or consolidate; and
891+request and without cost, to any member of any limited liability company
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935+which that is to merge or consolidate; and
492936 (8) if the surviving or resulting limited liability company is not a
493937 domestic limited liability company, a statement that such surviving or
494938 resulting limited liability company agrees that it may be served with
495939 process in the state of Kansas in any action, suit or proceeding for the
496-enforcement of any obligation of any domestic limited liability
497-company which that is to merge or consolidate, irrevocably appointing
498-the secretary of state as its agent to accept service of process in any
499-such action, suit or proceeding and specifying the address to which a
500-copy of such process shall be mailed to it by the secretary of state.
501-(c) A certificate of merger or consolidation shall act as a certificate
502-of cancellation for a domestic limited liability company which that is
503-not the surviving or resulting limited liability company in the merger or
940+enforcement of any obligation of any domestic limited liability company
941+which that is to merge or consolidate, irrevocably appointing the secretary
942+of state as its agent to accept service of process in any such action, suit or
943+proceeding and specifying the address to which a copy of such process
944+shall be mailed to it by the secretary of state.
945+(c) A certificate of merger or consolidation shall act as a certificate of
946+cancellation for a domestic limited liability company which that is not the
947+surviving or resulting limited liability company in the merger or
504948 consolidation. A certificate of merger that sets forth any amendment in
505-accordance with subsection (b)(4) shall be deemed to be an amendment
506-to the articles of organization of the limited liability company, and the
507-limited liability company shall not be required to take any further
508-action to amend its articles of organization under K.S.A. 17-7674 or
509-17-7680, and amendments thereto, with respect to such amendments set
510-forth in the certificate of merger. Whenever this section requires the
511-filing of a certificate of merger or consolidation, such requirement shall
512-be deemed satisfied by the filing of an agreement of merger or
513-consolidation containing the information required by this section to be
514-set forth in the certificate of merger or consolidation.
949+accordance with subsection (b)(4) shall be deemed to be an amendment to
950+the articles of organization of the limited liability company, and the limited
951+liability company shall not be required to take any further action to amend
952+its articles of organization under K.S.A. 17-7674 or 17-7680, and
953+amendments thereto, with respect to such amendments set forth in the
954+certificate of merger. Whenever this section requires the filing of a
955+certificate of merger or consolidation, such requirement shall be deemed
956+satisfied by the filing of an agreement of merger or consolidation
957+containing the information required by this section to be set forth in the
958+certificate of merger or consolidation.
515959 (d) (1) For a limited liability company if it is the surviving or
516960 resulting limited liability company in the merger or consolidation, an
517961 agreement of merger or consolidation consented to or approved in
518962 accordance with subsection (a) may:
519963 (1)(A) Effect any amendment to the operating agreement; or
520-(2)(B) effect the adoption of a new operating agreement, for a
521-limited liability company if it is the surviving or resulting limited
522-liability company in the merger or consolidation.
523-(2) Any amendment to an operating agreement or adoption of a
524-new operating agreement made pursuant to the foregoing sentence
525-paragraph (1) shall be effective at the effective time or date of the
526-merger or consolidation and shall be effective notwithstanding any
527-provision of the operating agreement relating to amendment or
528-adoption of a new operating agreement, other than a provision that by
529-its terms applies to an amendment to the operating agreement or the
530-adoption of a new operating agreement, in either case, in connection
531-with a merger or consolidation. The provisions of this subsection shall
532-not be construed to limit the accomplishment of a merger or of any of
533-the matters referred to herein by any other means provided for in an
534-operating agreement or other agreement or as otherwise permitted by
535-law, including that the operating agreement of any constituent limited
536-liability company to the merger or consolidation, including a limited
537-liability company formed for the purpose of consummating a merger or
538-consolidation, shall be the operating agreement of the surviving or
539-resulting limited liability company.
964+(2)(B) effect the adoption of a new operating agreement, for a limited
965+liability company if it is the surviving or resulting limited liability
966+company in the merger or consolidation.
967+(2) Any amendment to an operating agreement or adoption of a new
968+operating agreement made pursuant to the foregoing sentence paragraph
969+(1) shall be effective at the effective time or date of the merger or
970+consolidation and shall be effective notwithstanding any provision of the
971+operating agreement relating to amendment or adoption of a new operating
972+agreement, other than a provision that by its terms applies to an
973+amendment to the operating agreement or the adoption of a new operating
974+agreement, in either case, in connection with a merger or consolidation.
975+The provisions of this subsection shall not be construed to limit the
976+accomplishment of a merger or of any of the matters referred to herein by
977+any other means provided for in an operating agreement or other
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1021+agreement or as otherwise permitted by law, including that the operating
1022+agreement of any constituent limited liability company to the merger or
1023+consolidation, including a limited liability company formed for the
1024+purpose of consummating a merger or consolidation, shall be the operating
1025+agreement of the surviving or resulting limited liability company.
5401026 (e) When any merger or consolidation shall have become effective
541-under this section, for all purposes of the laws of the state of Kansas, all
542-of the rights, privileges and powers of each of the limited liability HOUSE BILL No. 2371—page 10
543-companies that have merged or consolidated, and all property, real,
544-personal and mixed, and all debts due to any of the limited liability
545-companies, as well as all other things and causes of action belonging to
546-each of such limited liability companies, shall be vested in the
547-surviving or resulting limited liability company, and shall thereafter be
548-the property of the surviving or resulting limited liability company as
549-they were of each of the limited liability companies that have merged
550-or consolidated, and the title to any real property vested by deed or
551-otherwise, under the laws of the state of Kansas, in any of such limited
552-liability companies, shall not revert or be in any way impaired by
553-reason of this act, but all rights of creditors and all liens upon any
554-property of any of the limited liability companies shall be preserved
555-unimpaired, and all debts, liabilities and duties of each of the limited
556-liability companies that have merged or consolidated shall thenceforth
557-attach to the surviving or resulting limited liability company, and may
558-be enforced against it to the same extent as if the debts, liabilities and
559-duties had been incurred or contracted by it. Unless otherwise agreed, a
560-merger or consolidation of a domestic limited liability company,
1027+under this section, for all purposes of the laws of the state of Kansas, all of
1028+the rights, privileges and powers of each of the limited liability companies
1029+that have merged or consolidated, and all property, real, personal and
1030+mixed, and all debts due to any of the limited liability companies, as well
1031+as all other things and causes of action belonging to each of such limited
1032+liability companies, shall be vested in the surviving or resulting limited
1033+liability company, and shall thereafter be the property of the surviving or
1034+resulting limited liability company as they were of each of the limited
1035+liability companies that have merged or consolidated, and the title to any
1036+real property vested by deed or otherwise, under the laws of the state of
1037+Kansas, in any of such limited liability companies, shall not revert or be in
1038+any way impaired by reason of this act, but all rights of creditors and all
1039+liens upon any property of any of the limited liability companies shall be
1040+preserved unimpaired, and all debts, liabilities and duties of each of the
1041+limited liability companies that have merged or consolidated shall
1042+thenceforth attach to the surviving or resulting limited liability company,
1043+and may be enforced against it to the same extent as if the debts, liabilities
1044+and duties had been incurred or contracted by it. Unless otherwise agreed,
1045+a merger or consolidation of a domestic limited liability company,
5611046 including a domestic limited liability company which that is not the
5621047 surviving or resulting entity in the merger or consolidation, shall not
5631048 require such domestic limited liability company to wind up its affairs
564-under K.S.A. 17-76,118, and amendments thereto, or pay its liabilities
565-and distribute its assets under K.S.A. 17-76,119, and amendments
566-thereto, and the merger or consolidation shall not constitute a
567-dissolution of such limited liability company.
568-(f) A limited liability company may merge or consolidate with or
569-into any other entity in accordance with the business entity transactions
570-act, K.S.A. 17-78-101 et seq., and amendments thereto.
1049+under K.S.A. 17-76,118, and amendments thereto, or pay its liabilities and
1050+distribute its assets under K.S.A. 17-76,119, and amendments thereto, and
1051+the merger or consolidation shall not constitute a dissolution of such
1052+limited liability company.
1053+(f) A limited liability company may merge or consolidate with or into
1054+any other entity in accordance with the business entity transactions act,
1055+K.S.A. 17-78-101 et seq., and amendments thereto.
5711056 (g) An operating agreement may provide that a domestic limited
572-liability company shall not have the power to merge or consolidate as
573-set forth in this section.
1057+liability company shall not have the power to merge or consolidate as set
1058+forth in this section.
5741059 Sec. 8. K.S.A. 17-7682 is hereby amended to read as follows: 17-
5751060 7682. Unless otherwise provided in an operating agreement or an
5761061 agreement of merger or consolidation may provide that contractual or a
5771062 plan of division, no appraisal rights shall be available with respect to a
578-limited liability company interest or another interest in a limited
579-liability company shall be available for any class, group or series of
580-members or limited liability company interests, including in connection
581-with any amendment of an operating agreement, any merger or
582-consolidation in which the limited liability company or a series of the
583-limited liability company is a constituent party to the merger or
584-consolidation, any division of the limited liability company, or the sale
585-of all or substantially all of the limited liability company's assets. The
586-district court shall have jurisdiction to hear and determine any matter
587-relating to any such appraisal rights provided in an operating
588-agreement or an agreement of merger or consolidation or a plan of
589-division.
1063+limited liability company interest or another interest in a limited liability
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1107+company shall be available for any class, group or series of members or
1108+limited liability company interests, including in connection with any
1109+amendment of an operating agreement, any merger or consolidation in
1110+which the limited liability company or a series of the limited liability
1111+company is a constituent party to the merger or consolidation, any division
1112+of the limited liability company, or the sale of all or substantially all of the
1113+limited liability company's assets. The district court shall have jurisdiction
1114+to hear and determine any matter relating to any such appraisal rights
1115+provided in an operating agreement or an agreement of merger or
1116+consolidation or a plan of division.
5901117 Sec. 9. K.S.A. 17-7685a is hereby amended to read as follows: 17-
591-7685a. (a) As used in this section, and K.S.A. 17-76,150, and
592-amendments thereto, and K.S.A. 17-7675 and 17-7686, and
593-amendments thereto:
1118+7685a. (a) As used in this section, and K.S.A. 17-76,150, and amendments
1119+thereto, and K.S.A. 17-7675 and 17-7686, and amendments thereto:
5941120 (1) "Dividing company" means the domestic limited liability
595-company that is effecting a division in the manner provided in this
596-section.
597-(2) "Division" means the division of a dividing company into two
598-or more domestic limited liability companies in accordance with this
599-section.
600-(3) "Division company" means a surviving company, if any, and
601-each resulting company. HOUSE BILL No. 2371—page 11
1121+company that is effecting a division in the manner provided in this section.
1122+(2) "Division" means the division of a dividing company into two or
1123+more domestic limited liability companies in accordance with this section.
1124+(3) "Division company" means a surviving company, if any, and each
1125+resulting company.
6021126 (4) "Division contact" means, in connection with any division, a
6031127 natural person who is a Kansas resident, any division company in such
604-division or any other domestic limited liability company or other
605-domestic entity as defined in K.S.A. 17-78-102, and amendments
606-thereto, which division contact shall maintain a copy of the plan of
607-division for a period of six years from the effective date of the division
608-and shall comply with subsection (g)(3).
1128+division or any other domestic limited liability company or other domestic
1129+entity as defined in K.S.A. 17-78-102, and amendments thereto, which
1130+division contact shall maintain a copy of the plan of division for a period
1131+of six years from the effective date of the division and shall comply with
1132+subsection (g)(3).
6091133 (5) "Organizational documents" means the articles of organization
6101134 and operating agreement of a domestic limited liability company.
611-(6) "Resulting company" means a domestic limited liability
612-company formed as a consequence of a division.
613-(7) "Surviving company" means a dividing company that survives
614-the division.
1135+(6) "Resulting company" means a domestic limited liability company
1136+formed as a consequence of a division.
1137+(7) "Surviving company" means a dividing company that survives the
1138+division.
6151139 (b) Pursuant to a plan of division, any domestic limited liability
616-company may, in the manner provided in this section, be divided into
617-two or more domestic limited liability companies. The division of a
618-domestic limited liability company in accordance with this section and,
619-if applicable, the resulting cessation of the existence of the dividing
620-company pursuant to a certificate of division shall not be deemed to
621-affect the personal liability of any person incurred prior to such division
622-with respect to matters arising prior to such division, nor shall it be
623-deemed to affect the validity or enforceability of any obligations or
624-liabilities of the dividing company incurred prior to such division;,
625-except that such the obligations and liabilities of the dividing company
626-shall be allocated to and vested in, and valid and enforceable
627-obligations of, such division company or companies to which such
628-obligations and liabilities have been allocated pursuant to the plan of
629-division, as provided in subsection (l). Each resulting company in a
630-division shall be formed in compliance with the requirements of the
631-Kansas revised limited liability company act and subsection (i).
632-(c) If the operating agreement of the dividing company specifies
633-the manner of adopting a plan of division, the plan of division shall be
634-adopted as specified in the operating agreement. If the operating
635-agreement of the dividing company does not specify the manner of
636-adopting a plan of division and does not prohibit a division of the
637-limited liability company, the plan of division shall be adopted in the
638-same manner as is specified in the operating agreement for authorizing
639-a merger or consolidation that involves the limited liability company as
640-a constituent party to the merger or consolidation. If the operating
641-agreement of the dividing company does not specify the manner of
642-adopting a plan of division or authorizing a merger or consolidation
643-that involves the limited liability company as a constituent party and
644-does not prohibit a division of the limited liability company, the
645-adoption of a plan of division shall be authorized by the consent or
646-approval of members who own more than 50% of the then-current
647-percentage or other interest in the profits of the dividing company
648-owned by all of the members. Notwithstanding prior consent or
649-approval, a plan of division may be terminated or amended pursuant to
650-a provision for such termination or amendment contained in the plan of
651-division.
652-(d) Unless otherwise provided in a plan of division, the division of
653-a domestic limited liability company pursuant to this section shall not
654-require such limited liability company to wind up its affairs under
655-K.S.A. 17-76,118, and amendments thereto, or pay its liabilities and
656-distribute its assets under K.S.A. 17-76,119, and amendments thereto,
657-and the division shall not constitute a dissolution of such limited
658-liability company.
1140+company may, in the manner provided in this section, be divided into two
1141+or more domestic limited liability companies. The division of a domestic
1142+limited liability company in accordance with this section and, if
1143+applicable, the resulting cessation of the existence of the dividing company
1144+pursuant to a certificate of division shall not be deemed to affect the
1145+personal liability of any person incurred prior to such division with respect
1146+to matters arising prior to such division, nor shall it be deemed to affect the
1147+validity or enforceability of any obligations or liabilities of the dividing
1148+company incurred prior to such division;, except that such the obligations
1149+and liabilities of the dividing company shall be allocated to and vested in,
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1193+and valid and enforceable obligations of, such division company or
1194+companies to which such obligations and liabilities have been allocated
1195+pursuant to the plan of division, as provided in subsection (l). Each
1196+resulting company in a division shall be formed in compliance with the
1197+requirements of the Kansas revised limited liability company act and
1198+subsection (i).
1199+(c) If the operating agreement of the dividing company specifies the
1200+manner of adopting a plan of division, the plan of division shall be adopted
1201+as specified in the operating agreement. If the operating agreement of the
1202+dividing company does not specify the manner of adopting a plan of
1203+division and does not prohibit a division of the limited liability company,
1204+the plan of division shall be adopted in the same manner as is specified in
1205+the operating agreement for authorizing a merger or consolidation that
1206+involves the limited liability company as a constituent party to the merger
1207+or consolidation. If the operating agreement of the dividing company does
1208+not specify the manner of adopting a plan of division or authorizing a
1209+merger or consolidation that involves the limited liability company as a
1210+constituent party and does not prohibit a division of the limited liability
1211+company, the adoption of a plan of division shall be authorized by the
1212+consent or approval of members who own more than 50% of the then-
1213+current percentage or other interest in the profits of the dividing company
1214+owned by all of the members. Notwithstanding prior consent or approval, a
1215+plan of division may be terminated or amended pursuant to a provision for
1216+such termination or amendment contained in the plan of division.
1217+(d) Unless otherwise provided in a plan of division, the division of a
1218+domestic limited liability company pursuant to this section shall not
1219+require such limited liability company to wind up its affairs under K.S.A.
1220+17-76,118, and amendments thereto, or pay its liabilities and distribute its
1221+assets under K.S.A. 17-76,119, and amendments thereto, and the division
1222+shall not constitute a dissolution of such limited liability company.
6591223 (e) In connection with a division under this section, rights or
660-securities of, or interests in, the dividing company may be exchanged HOUSE BILL No. 2371—page 12
661-for or converted into cash, property, rights or securities of, or interests
662-in, the surviving company or any resulting company or, in addition to
663-or in lieu thereof, may be exchanged for or converted into cash,
664-property, rights or securities of, or interests in, an entity as defined in
665-K.S.A. 17-78-102, and amendments thereto, that is not a division
666-company, or may be canceled or remain outstanding, if the dividing
667-company is a surviving company.
668-(f) (1) A plan of division adopted in accordance with subsection
669-(c):
670-(A) May effect: (i) Any amendment to the operating agreement of
671-the dividing company if it is a surviving company in the division; or (ii)
672-the adoption of a new operating agreement for the dividing company if
673-it is a surviving company in the division; and
1224+securities of, or interests in, the dividing company may be exchanged for
1225+or converted into cash, property, rights or securities of, or interests in, the
1226+surviving company or any resulting company or, in addition to or in lieu
1227+thereof, may be exchanged for or converted into cash, property, rights or
1228+securities of, or interests in, an entity as defined in K.S.A. 17-78-102, and
1229+amendments thereto, that is not a division company, or may be canceled or
1230+remain outstanding, if the dividing company is a surviving company.
1231+(f) (1) A plan of division adopted in accordance with subsection (c):
1232+(A) May effect: (i) Any amendment to the operating agreement of the
1233+dividing company if it is a surviving company in the division; or (ii) the
1234+adoption of a new operating agreement for the dividing company if it is a
1235+surviving company in the division; and
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6741279 (B) shall effect the adoption of a new an operating agreement for
6751280 each resulting company.
676-(2) Any amendment to an operating agreement or adoption of a
677-new operating agreement for the dividing company, if it is a surviving
678-company in the division, or adoption of a new an operating agreement
679-for each resulting company made pursuant to this subsection shall be
680-effective at the effective time or date of the division. Any amendment
681-to an operating agreement or adoption of an operating agreement for
682-the dividing company, if it is a surviving company in the division, shall
683-be effective notwithstanding any provision in the operating agreement
684-of the dividing company relating to amendment or adoption of a new
685-operating agreement, other than a provision that by its terms applies to
686-an amendment to the operating agreement or the adoption of a new
687-operating agreement, in either case, in connection with a division,
688-merger or consolidation.
1281+(2) Any amendment to an operating agreement or adoption of a new
1282+operating agreement for the dividing company, if it is a surviving company
1283+in the division, or adoption of a new an operating agreement for each
1284+resulting company made pursuant to this subsection shall be effective at
1285+the effective time or date of the division. Any amendment to an operating
1286+agreement or adoption of an operating agreement for the dividing
1287+company, if it is a surviving company in the division, shall be effective
1288+notwithstanding any provision in the operating agreement of the dividing
1289+company relating to amendment or adoption of a new operating
1290+agreement, other than a provision that by its terms applies to an
1291+amendment to the operating agreement or the adoption of a new operating
1292+agreement, in either case, in connection with a division, merger or
1293+consolidation.
6891294 (g) If a domestic limited liability company is dividing under this
690-section, the dividing company shall adopt a plan of division that shall
691-set forth:
1295+section, the dividing company shall adopt a plan of division that shall set
1296+forth:
6921297 (1) The terms and conditions of the division, including:
6931298 (A) Any conversion or exchange of the limited liability company
6941299 interests of the dividing company into or for limited liability company
695-interests or other securities or obligations of any division company or
696-cash, property, or rights or securities or obligations of or interests in an
697-entity as defined in K.S.A. 17-78-102, and amendments thereto, that is
698-not a division company, or that the limited liability company interests
699-of the dividing company shall remain outstanding or be canceled, or
700-any combination of the foregoing; and
701-(B) the allocation of assets, property, rights, series, debts,
702-liabilities, and duties of the dividing company among the division
703-companies;
704-(2) the name of each resulting company and, if the dividing
705-company will survive the division, the name of the surviving company;
706-(3) the name and business address of a division contact, which
707-shall have custody of a copy of the plan of division. The division
708-contact, or any successor division contact, shall serve for a period of six
709-years following the effective date of the division. During such six-year
710-period, the division contact shall provide, without cost, to any creditor
711-of the dividing company, within 30 days following the division
712-contact's receipt of a written request from any creditor of the dividing
713-company, the name and business address of the division company to
714-which the claim of such creditor was allocated pursuant to the plan of
715-division; and
716-(4) any other matters that the dividing company determines to
717-include therein.
1300+interests or other securities or obligations of any division company or cash,
1301+property, or rights or securities or obligations of or interests in an entity as
1302+defined in K.S.A. 17-78-102, and amendments thereto, that is not a
1303+division company, or that the limited liability company interests of the
1304+dividing company shall remain outstanding or be canceled, or any
1305+combination of the foregoing; and
1306+(B) the allocation of assets, property, rights, series, debts, liabilities,
1307+and duties of the dividing company among the division companies;
1308+(2) the name of each resulting company and, if the dividing company
1309+will survive the division, the name of the surviving company;
1310+(3) the name and business address of a division contact, which shall
1311+have custody of a copy of the plan of division. The division contact, or any
1312+successor division contact, shall serve for a period of six years following
1313+the effective date of the division. During such six-year period, the division
1314+contact shall provide, without cost, to any creditor of the dividing
1315+company, within 30 days following the division contact's receipt of a
1316+written request from any creditor of the dividing company, the name and
1317+business address of the division company to which the claim of such
1318+creditor was allocated pursuant to the plan of division; and
1319+(4) any other matters that the dividing company determines to include
1320+therein.
7181321 (h) (1) If a domestic limited liability company divides under this
719-section, the surviving dividing company, if any, or any other division HOUSE BILL No. 2371—page 13
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1365+section, the surviving dividing company, if any, or any other division
7201366 company shall file a certificate of division executed by one or more
7211367 authorized persons on behalf of such division dividing company in the
7221368 office of the secretary of state in accordance with K.S.A. 17-7910, and
723-amendments thereto, and articles of organization that comply with
724-K.S.A. 17-7673, and amendments thereto, for each resulting company
725-executed by one or more authorized persons in accordance with K.S.A.
726-17-7908(b), and amendments thereto.
1369+amendments thereto, and articles of organization that comply with K.S.A.
1370+17-7673, and amendments thereto, for each resulting company executed by
1371+one or more authorized persons in accordance with K.S.A. 17-7908(b),
1372+and amendments thereto.
7271373 (2) The certificate of division shall state:
728-(1)(A) The name of the dividing company and, if it has been
729-changed, the name under which its articles of organization were
730-originally filed and whether the dividing company is a surviving
731-company;
1374+(1)(A) The name of the dividing company and, if it has been changed,
1375+the name under which its articles of organization were originally filed and
1376+whether the dividing company is a surviving company;
7321377 (2)(B) the name of each division company;
733-(3)(C) the name and business address of the division contact
734-required by subsection (g)(3);
735-(4)(D) the future effective date or time, which shall be a date or
736-time certain, of the division if it is not to be effective upon the filing of
737-the certificate of division;
1378+(3)(C) the name and business address of the division contact required
1379+by subsection (g)(3);
1380+(4)(D) the future effective date or time, which shall be a date or time
1381+certain, of the division if it is not to be effective upon the filing of the
1382+certificate of division;
7381383 (5)(E) that the division has been consented to or approved in
7391384 accordance with this section;
740-(6)(F) that the plan of division is on file at a place of business of
741-such division company as is specified therein, and shall state the
742-address thereof; and
1385+(6)(F) that the plan of division is on file at a place of business of such
1386+division company as is specified therein, and shall state the address
1387+thereof; and
7431388 (7)(G) that a copy of the plan of division will be furnished by such
744-division company as is specified therein, on request and without cost,
745-to any member of the dividing company; and
746-(H) any other information that the dividing company determines
747-to include therein.
748-(3) A certificate of division may be amended to change the name
749-or business address of the division contact in a certificate of division or
750-to change information in the certificate of division required by
751-subsection (h)(2)(F). A certificate of division is amended by filing a
752-certificate of amendment of certificate of division for each division
753-company that exists as a limited liability company in the office of the
754-secretary of state. Each certificate of amendment of certificate of
755-division shall include all of the following:
1389+division company as is specified therein, on request and without cost, to
1390+any member of the dividing company; and
1391+(H) any other information that the dividing company determines to
1392+include therein.
1393+(3) A certificate of division may be amended to change the name or
1394+business address of the division contact in a certificate of division or to
1395+change information in the certificate of division required by subsection (h)
1396+(2)(F). A certificate of division is amended by filing a certificate of
1397+amendment of certificate of division for each division company that exists
1398+as a limited liability company in the office of the secretary of state. Each
1399+certificate of amendment of certificate of division shall include all of the
1400+following:
7561401 (A) The name of the dividing company and, if the name has been
7571402 changed, the name under which the dividing company's articles of
7581403 organization were originally filed;
759-(B) the name of the division company to which the amendment to
760-the certificate of division relates; and
1404+(B) the name of the division company to which the amendment to the
1405+certificate of division relates; and
7611406 (C) the amendment to the certificate of division.
762-(4) If the dividing company is a surviving company, a manager of
763-the dividing company or, if there is no manager of the dividing
764-company, any member of the dividing company who becomes aware
765-that the name or business address of the division contact, or
766-information in the certificate of division required by subsection (h)(2)
767-(F), in a certificate of division was false when made or that the name
768-or business address of the division contact, or information in the
769-certificate of division required by subsection (h)(2)(F), in a certificate
770-of division has changed, shall promptly amend the certificate of
771-division. If the dividing company is not a surviving company or no
772-longer exists as a limited liability company, a manager of any resulting
773-company or, if there is no manager of any resulting company, then any
774-member of any resulting company who becomes aware that the name
775-or business address of the division contact, or information in the
776-certificate of division required by subsection (h)(2)(F), in a certificate
777-of division was false when made or that the name or business address
778-of the division contact, or information in the certificate of division HOUSE BILL No. 2371—page 14
779-required by subsection (h)(2)(F), in a certificate of division has
780-changed, shall promptly amend the certificate of division. This
781-subsection does not apply after the expiration of a period of six years
782-following the effective date of the division.
1407+(4) If the dividing company is a surviving company, a manager of the
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1451+dividing company or, if there is no manager of the dividing company, any
1452+member of the dividing company who becomes aware that the name or
1453+business address of the division contact, or information in the certificate
1454+of division required by subsection (h)(2)(F), in a certificate of division was
1455+false when made or that the name or business address of the division
1456+contact, or information in the certificate of division required by subsection
1457+(h)(2)(F), in a certificate of division has changed, shall promptly amend
1458+the certificate of division. If the dividing company is not a surviving
1459+company or no longer exists as a limited liability company, a manager of
1460+any resulting company or, if there is no manager of any resulting company,
1461+then any member of any resulting company who becomes aware that the
1462+name or business address of the division contact, or information in the
1463+certificate of division required by subsection (h)(2)(F), in a certificate of
1464+division was false when made or that the name or business address of the
1465+division contact, or information in the certificate of division required by
1466+subsection (h)(2)(F), in a certificate of division has changed, shall
1467+promptly amend the certificate of division. This subsection does not apply
1468+after the expiration of a period of six years following the effective date of
1469+the division.
7831470 (5) (A) Unless otherwise provided in the plan of division or the
7841471 certificate of division, each certificate of amendment of certificate of
7851472 division shall be executed as follows:
7861473 (i) If the dividing company is a surviving company, by one or more
787-authorized persons on behalf of the dividing company acting on behalf
788-of the division company to which the certificate of amendment of
789-certificate of division relates; and
790-(ii) if the dividing company is not a surviving company or no
791-longer exists as a limited liability company, by one or more authorized
792-persons on behalf of a resulting company acting on behalf of the
793-division company to which the certificate of amendment of certificate
794-of division relates.
1474+authorized persons on behalf of the dividing company acting on behalf of
1475+the division company to which the certificate of amendment of certificate
1476+of division relates; and
1477+(ii) if the dividing company is not a surviving company or no longer
1478+exists as a limited liability company, by one or more authorized persons on
1479+behalf of a resulting company acting on behalf of the division company to
1480+which the certificate of amendment of certificate of division relates.
7951481 (B) Each division company is deemed to have consented to the
796-execution of a certificate of amendment of certificate of division under
797-this paragraph.
798-(6) Unless otherwise provided in the Kansas revised limited
799-liability company act or unless a later effective date or time, which
800-shall be a date or time certain, is provided for in the certificate of
801-amendment of certificate of division, a certificate of amendment of
802-certificate of division is effective at the time of its filing with the
803-secretary of state.
1482+execution of a certificate of amendment of certificate of division under this
1483+paragraph.
1484+(6) Unless otherwise provided in the Kansas revised limited liability
1485+company act or unless a later effective date or time, which shall be a date
1486+or time certain, is provided for in the certificate of amendment of
1487+certificate of division, a certificate of amendment of certificate of division
1488+is effective at the time of its filing with the secretary of state.
8041489 (7) Subject to the Kansas revised limited liability company act, the
8051490 secretary of state shall accept the filing of certificates of amendment of
806-certificate of division for all division companies resulting from the
807-same certificates of division if at least one division company is in good
808-standing at the time of such filings.
1491+certificate of division for all division companies resulting from the same
1492+certificates of division if at least one division company is in good standing
1493+at the time of such filings.
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8091537 (i) The certificate of division and each articles of organization for
8101538 each resulting company required by subsection (h) shall be filed
811-simultaneously in the office of the secretary of state and, if such
812-certificate and articles of organization are not to become effective upon
813-their filing, then each such certificate shall provide for the same
814-effective date or time in accordance with K.S.A. 17-7911, and
815-amendments thereto. Concurrently with the effective date or time of a
816-division, the operating agreement of each resulting company shall
817-become effective.
818-(j) A certificate of division shall act as a certificate of cancellation
819-for a dividing company that is not a surviving company.
1539+simultaneously in the office of the secretary of state and, if such certificate
1540+and articles of organization are not to become effective upon their filing,
1541+then each such certificate shall provide for the same effective date or time
1542+in accordance with K.S.A. 17-7911, and amendments thereto.
1543+Concurrently with the effective date or time of a division, the operating
1544+agreement of each resulting company shall become effective.
1545+(j) A certificate of division shall act as a certificate of cancellation for
1546+a dividing company that is not a surviving company.
8201547 (k) An operating agreement may provide that a domestic limited
8211548 liability company shall not have the power to divide as set forth in this
8221549 section.
8231550 (l) Upon the division of a domestic limited liability company
8241551 becoming effective:
8251552 (1) The dividing company shall be subdivided divided into the
826-distinct and independent resulting division companies named in the
827-plan of division, and, if the dividing company is not a surviving
828-company, the existence of the dividing company shall cease.
1553+distinct and independent resulting division companies named in the plan of
1554+division, and, if the dividing company is not a surviving company, the
1555+existence of the dividing company shall cease.
8291556 (2) For all purposes of the laws of the state of Kansas, all of the
8301557 rights, privileges and powers, and all the property, real, personal, and
831-mixed, of the dividing company and all debts due on whatever account
832-to it, as well as all other things and other causes of action belonging to
833-it, shall without further action be allocated to and vested in the
834-applicable division company in such a manner and basis and with such
835-effect as is specified in the plan of division, and the title to any real
836-property or interest therein allocated to and vested in any division
837-company shall not revert or be in any way impaired by reason of the HOUSE BILL No. 2371—page 15
838-division.
839-(3) Each division company shall, from and after effectiveness of
840-the certificate of division, be liable as a separate and distinct domestic
841-limited liability company for such debts, liabilities and duties of the
842-dividing company as are allocated to such division company pursuant
843-to the plan of division in the manner and on the basis provided in
844-subsection (g)(1)(B).
845-(4) Each of the debts, liabilities and duties of the dividing
846-company shall without further action be allocated to and be the debts,
847-liabilities and duties of such division company as is specified in the
848-plan of division as having such debts, liabilities and duties allocated to
849-it, in such a manner and basis and with such effect as is specified in the
850-plan of division, and no other division company shall be liable therefor,
851-so long as the plan of division does not constitute a fraudulent transfer
852-under applicable law, and all liens upon any property of the dividing
853-company shall be preserved unimpaired, and all debts, liabilities and
854-duties of the dividing company shall remain attached to the division
855-company to which such debts, liabilities and duties have been allocated
856-in the plan of division, and may be enforced against such division
857-company to the same extent as if such debts, liabilities and duties had
858-originally been incurred or contracted by it in its capacity as a domestic
859-limited liability company.
1558+mixed, of the dividing company and all debts due on whatever account to
1559+it, as well as all other things and other causes of action belonging to it,
1560+shall without further action be allocated to and vested in the applicable
1561+division company in such a manner and basis and with such effect as is
1562+specified in the plan of division, and the title to any real property or
1563+interest therein allocated to and vested in any division company shall not
1564+revert or be in any way impaired by reason of the division.
1565+(3) Each division company shall, from and after effectiveness of the
1566+certificate of division, be liable as a separate and distinct domestic limited
1567+liability company for such debts, liabilities and duties of the dividing
1568+company as are allocated to such division company pursuant to the plan of
1569+division in the manner and on the basis provided in subsection (g)(1)(B).
1570+(4) Each of the debts, liabilities and duties of the dividing company
1571+shall without further action be allocated to and be the debts, liabilities and
1572+duties of such division company as is specified in the plan of division as
1573+having such debts, liabilities and duties allocated to it, in such a manner
1574+and basis and with such effect as is specified in the plan of division, and no
1575+other division company shall be liable therefor, so long as the plan of
1576+division does not constitute a fraudulent transfer under applicable law, and
1577+all liens upon any property of the dividing company shall be preserved
1578+unimpaired, and all debts, liabilities and duties of the dividing company
1579+shall remain attached to the division company to which such debts,
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1623+liabilities and duties have been allocated in the plan of division, and may
1624+be enforced against such division company to the same extent as if such
1625+debts, liabilities and duties had originally been incurred or contracted by it
1626+in its capacity as a domestic limited liability company.
8601627 (5) In the event that any allocation of assets, debts, liabilities and
8611628 duties to division companies in accordance with a plan of division is
862-determined by a court of competent jurisdiction to constitute a
863-fraudulent transfer, each division company shall be jointly and
864-severally liable on account of such fraudulent transfer notwithstanding
865-the allocations made in the plan of division, except that the validity and
866-effectiveness of the division are not otherwise affected thereby.
1629+determined by a court of competent jurisdiction to constitute a fraudulent
1630+transfer, each division company shall be jointly and severally liable on
1631+account of such fraudulent transfer notwithstanding the allocations made
1632+in the plan of division, except that the validity and effectiveness of the
1633+division are not otherwise affected thereby.
8671634 (6) Debts and liabilities of the dividing company that are not
8681635 allocated by the plan of division shall be the joint and several debts and
8691636 liabilities of all of the division companies.
8701637 (7) It shall not be necessary for a plan of division to list each
8711638 individual asset, property, right, series, debt, liability or duty of the
8721639 dividing company to be allocated to a division company so long as the
8731640 assets, property, rights, series, debts, liabilities or duties so allocated are
8741641 reasonably identified by any method where the identity of such assets,
8751642 property, rights, series, debts, liabilities or duties is objectively
8761643 determinable.
8771644 (8) The rights, privileges, powers, and interests in property of the
878-dividing company that have been allocated to a division company, as
879-well as the debts, liabilities and duties of the dividing company that
880-have been allocated to such division company pursuant to a plan of
881-division, shall remain vested in each such division company and shall
882-not be deemed, as a result of the division, to have been assigned or
883-transferred to such division company for any purpose of the laws of the
884-state of Kansas.
1645+dividing company that have been allocated to a division company, as well
1646+as the debts, liabilities and duties of the dividing company that have been
1647+allocated to such division company pursuant to a plan of division, shall
1648+remain vested in each such division company and shall not be deemed, as
1649+a result of the division, to have been assigned or transferred to such
1650+division company for any purpose of the laws of the state of Kansas.
8851651 (9) Any action or proceeding pending against a dividing company
886-may be continued against the surviving company, if any, as if the
887-division did not occur, but subject to paragraph (4), and against any
888-resulting company to which the asset, property, right, series, debt,
889-liability or duty associated with such action or proceeding was
890-allocated pursuant to the plan of division by adding or substituting such
891-resulting company as a party in the action or proceeding.
892-(m) In applying the provisions of the Kansas revised limited
893-liability company act on distributions, a direct or indirect allocation of
894-property or liabilities in a division is not deemed a distribution.
895-(n) The provisions of this section shall not be construed to limit
896-the means of accomplishing a division by any other means provided for HOUSE BILL No. 2371—page 16
897-in an operating agreement or other agreement or as otherwise permitted
898-by the Kansas revised limited liability company act or as otherwise
899-permitted by law.
900-(o) All limited liability companies formed on and after July 1,
901-2019, shall be governed by this section. All limited liability companies
902-formed prior to July 1, 2019, shall be governed by this section, except
903-that if the dividing company is a party to any written contract, indenture
904-or other agreement entered into prior to July 1, 2019, that, by its terms,
905-restricts, conditions or prohibits the consummation of a merger or
906-consolidation by the dividing company with or into another party, or
907-the transfer of assets by the dividing company to another party, then
908-such restriction, condition or prohibition shall be deemed to apply to a
909-division as if it were a merger, consolidation or transfer of assets, as
910-applicable.
1652+may be continued against the surviving company, if any, as if the division
1653+did not occur, but subject to paragraph (4), and against any resulting
1654+company to which the asset, property, right, series, debt, liability or duty
1655+associated with such action or proceeding was allocated pursuant to the
1656+plan of division by adding or substituting such resulting company as a
1657+party in the action or proceeding.
1658+(m) In applying the provisions of the Kansas revised limited liability
1659+company act on distributions, a direct or indirect allocation of property or
1660+liabilities in a division is not deemed a distribution.
1661+(n) The provisions of this section shall not be construed to limit the
1662+means of accomplishing a division by any other means provided for in an
1663+operating agreement or other agreement or as otherwise permitted by the
1664+Kansas revised limited liability company act or as otherwise permitted by
1665+law.
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1709+(o) All limited liability companies formed on and after July 1, 2019,
1710+shall be governed by this section. All limited liability companies formed
1711+prior to July 1, 2019, shall be governed by this section, except that if the
1712+dividing company is a party to any written contract, indenture or other
1713+agreement entered into prior to July 1, 2019, that, by its terms, restricts,
1714+conditions or prohibits the consummation of a merger or consolidation by
1715+the dividing company with or into another party, or the transfer of assets
1716+by the dividing company to another party, then such restriction, condition
1717+or prohibition shall be deemed to apply to a division as if it were a merger,
1718+consolidation or transfer of assets, as applicable.
9111719 Sec. 10. K.S.A. 17-7686 is hereby amended to read as follows: 17-
912-7686. (a) In connection with the formation of a limited liability
913-company, a person is admitted as a member of the limited liability
914-company upon the later to occur of:
1720+7686. (a) In connection with the formation of a limited liability company, a
1721+person is admitted as a member of the limited liability company upon the
1722+later to occur of:
9151723 (1) The formation of the limited liability company; or
9161724 (2) the time provided in and upon compliance with the operating
9171725 agreement or, if the operating agreement does not so provide, when the
9181726 person's admission is reflected in the records of the limited liability
9191727 company or as otherwise provided in the operating agreement.
9201728 (b) After the formation of a limited liability company, a person is
9211729 admitted as a member of the limited liability company:
922-(1) In the case of a person who is not an assignee of a limited
923-liability company interest, including a person acquiring a limited
924-liability company interest directly from the limited liability company
925-and a person to be admitted as a member of the limited liability
926-company without acquiring a limited liability company interest in the
927-limited liability company at the time provided in and upon compliance
928-with the operating agreement or, if the operating agreement does not so
929-provide, upon the consent of all members and when the person's
930-admission is reflected in the records of the limited liability company or
931-as otherwise provided in the operating agreement;
932-(2) in the case of an assignee of a limited liability company
933-interest, as provided in subsection (a) of K.S.A. 17-76,114, and
934-amendments thereto, and at the time provided in and upon compliance
935-with the operating agreement or, if the operating agreement does not so
936-provide, when any such person's permitted admission is reflected in the
937-records of the limited liability company; or
1730+(1) In the case of a person who is not an assignee of a limited liability
1731+company interest, including a person acquiring a limited liability company
1732+interest directly from the limited liability company and a person to be
1733+admitted as a member of the limited liability company without acquiring a
1734+limited liability company interest in the limited liability company at the
1735+time provided in and upon compliance with the operating agreement or, if
1736+the operating agreement does not so provide, upon the consent of all
1737+members and when the person's admission is reflected in the records of the
1738+limited liability company or as otherwise provided in the operating
1739+agreement;
1740+(2) in the case of an assignee of a limited liability company interest,
1741+as provided in subsection (a) of K.S.A. 17-76,114, and amendments
1742+thereto, and at the time provided in and upon compliance with the
1743+operating agreement or, if the operating agreement does not so provide,
1744+when any such person's permitted admission is reflected in the records of
1745+the limited liability company; or
9381746 (3) unless otherwise provided in an agreement of merger or
939-consolidation, in the case of a person acquiring a limited liability
940-company interest in a surviving or resulting limited liability company
941-pursuant to a merger or consolidation approved in accordance with
942-subsection (a) of K.S.A. 17-7681(a), and amendments thereto, at the
943-time provided in and upon compliance with the operating agreement of
944-the surviving or resulting limited liability company; and in the case of a
945-person being admitted as a member of a limited liability company
946-pursuant to a merger or consolidation in which such limited liability
947-company is not the surviving or resulting limited liability company in
948-the merger or consolidation, as provided in the operating agreement of
949-such limited liability company; or
950-(4) in the case of a person being admitted as a member of a
951-division company pursuant to a division approved in accordance with
952-K.S.A. 17-7685a(c), and amendments thereto, as provided in the
953-operating agreement of such division company or in the plan of
954-division, and in the event of any inconsistency, the terms of the plan of
955-division shall control; and in the case of a person being admitted as a HOUSE BILL No. 2371—page 17
956-member of a limited liability company pursuant to a division in which
957-such limited liability company is not a division company in the
958-division, as provided in the operating agreement of such limited
959-liability company.
1747+consolidation, in the case of a person acquiring a limited liability company
1748+interest in a surviving or resulting limited liability company pursuant to a
1749+merger or consolidation approved in accordance with subsection (a) of
1750+K.S.A. 17-7681(a), and amendments thereto, at the time provided in and
1751+upon compliance with the operating agreement of the surviving or
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1795+resulting limited liability company; and in the case of a person being
1796+admitted as a member of a limited liability company pursuant to a merger
1797+or consolidation in which such limited liability company is not the
1798+surviving or resulting limited liability company in the merger or
1799+consolidation, as provided in the operating agreement of such limited
1800+liability company; or
1801+(4) in the case of a person being admitted as a member of a division
1802+company pursuant to a division approved in accordance with K.S.A. 17-
1803+7685a(c), and amendments thereto, as provided in the operating
1804+agreement of such division company or in the plan of division, and in the
1805+event of any inconsistency, the terms of the plan of division shall control;
1806+and in the case of a person being admitted as a member of a limited
1807+liability company pursuant to a division in which such limited liability
1808+company is not a division company in the division, as provided in the
1809+operating agreement of such limited liability company.
9601810 (c) A person may be admitted to a limited liability company as a
9611811 member of the limited liability company and may receive a limited
962-liability company interest in the limited liability company without
963-making a contribution or being obligated to make a contribution to the
964-limited liability company. Unless otherwise provided in an operating
965-agreement, a person may be admitted to a limited liability company as a
966-member of the limited liability company without acquiring a limited
967-liability company interest in the limited liability company. Unless
968-otherwise provided in an operating agreement, a person may be
969-admitted as the sole member of a limited liability company without
970-making a contribution or being obligated to make a contribution to the
971-limited liability company or without acquiring a limited liability
972-company interest in the limited liability company.
973-(d) Unless otherwise provided in an operating agreement or
974-another agreement, a member shall have no preemptive right to
975-subscribe to any additional issue of limited liability company interests
976-or another interest in a limited liability company.
1812+liability company interest in the limited liability company without making
1813+a contribution or being obligated to make a contribution to the limited
1814+liability company. Unless otherwise provided in an operating agreement, a
1815+person may be admitted to a limited liability company as a member of the
1816+limited liability company without acquiring a limited liability company
1817+interest in the limited liability company. Unless otherwise provided in an
1818+operating agreement, a person may be admitted as the sole member of a
1819+limited liability company without making a contribution or being obligated
1820+to make a contribution to the limited liability company or without
1821+acquiring a limited liability company interest in the limited liability
1822+company.
1823+(d) Unless otherwise provided in an operating agreement or another
1824+agreement, a member shall have no preemptive right to subscribe to any
1825+additional issue of limited liability company interests or another interest in
1826+a limited liability company.
9771827 Sec. 11. K.S.A. 17-7687 is hereby amended to read as follows: 17-
9781828 7687. (a) An operating agreement may provide for classes or groups of
979-members having such relative rights, powers and duties as the
980-operating agreement may provide, and may make provision for the
981-future creation in the manner provided in the operating agreement of
982-additional classes or groups of members having such relative rights,
983-powers and duties as may from time to time be established, including
984-rights, powers and duties senior to existing classes and groups of
985-members. An operating agreement may provide for the taking of an
986-action, including the amendment of the operating agreement, without
987-the vote, consent or approval of any member or class or group of
988-members, including an action to create under the provisions of the
989-operating agreement a class or group of limited liability company
990-interests that was not previously outstanding. An operating agreement
991-may provide that any member or class or group of members shall have
992-no voting rights.
1829+members having such relative rights, powers and duties as the operating
1830+agreement may provide, and may make provision for the future creation in
1831+the manner provided in the operating agreement of additional classes or
1832+groups of members having such relative rights, powers and duties as may
1833+from time to time be established, including rights, powers and duties
1834+senior to existing classes and groups of members. An operating agreement
1835+may provide for the taking of an action, including the amendment of the
1836+operating agreement, without the vote, consent or approval of any member
1837+or class or group of members, including an action to create under the
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1881+provisions of the operating agreement a class or group of limited liability
1882+company interests that was not previously outstanding. An operating
1883+agreement may provide that any member or class or group of members
1884+shall have no voting rights.
9931885 (b) An operating agreement may grant to all or certain identified
9941886 members or a specified class or group of the members the right to vote
995-separately or with all or any class or group of the members or
996-managers, on any matter. Voting by members may be on a per capita,
997-number, financial interest, class, group or any other basis.
998-(c) An operating agreement may set forth provisions relating to
999-notice of the time, place or purpose of any meeting at which any matter
1000-is to be voted on by any members, waiver of any such notice, action by
1001-consent or approval without a meeting, the establishment of a record
1002-date, quorum requirements, voting in person or by proxy, or any other
1003-matter with respect to the exercise of any such right to vote.
1004-(d) Unless otherwise provided in an operating agreement,
1005-meetings of members may be held by means of conference telephone or
1006-other communications equipment by means of which all persons
1007-participating in the meeting can hear each other, and participation in a
1008-meeting pursuant to this subsection shall constitute presence in person
1009-at the meeting. Unless otherwise provided in an operating agreement,
1010-on any matter that is to be voted on, consented to or approved by
1011-members, the members may take such action without a meeting,
1012-without prior notice and without a vote, if consented to or approved, in
1013-writing, by electronic transmission, or by any other means permitted by
1014-law, by members having not less than the minimum number of votes HOUSE BILL No. 2371—page 18
1015-that would be necessary to authorize or take such action at a meeting at
1016-which all members entitled to vote thereon were present and voted.
1017-Unless otherwise provided in an operating agreement, if a person,
1018-whether or not then a member, consents to or approves as a member
1019-any matter and provides that such consent or approval will be effective
1020-at a future time, including a time determined upon the happening of an
1021-event, then such person shall be deemed to have consented or approved
1022-as a member at such future time so long as such person is then a
1023-member. Unless otherwise provided in an operating agreement, on any
1024-matter that is to be voted on by members, the members may vote in
1025-person or by proxy, and such proxy may be granted in writing, by
1026-means of electronic transmission or as otherwise permitted by
1887+separately or with all or any class or group of the members or managers,
1888+on any matter. Voting by members may be on a per capita, number,
1889+financial interest, class, group or any other basis.
1890+(c) An operating agreement may set forth provisions relating to notice
1891+of the time, place or purpose of any meeting at which any matter is to be
1892+voted on by any members, waiver of any such notice, action by consent or
1893+approval without a meeting, the establishment of a record date, quorum
1894+requirements, voting in person or by proxy, or any other matter with
1895+respect to the exercise of any such right to vote.
1896+(d) Unless otherwise provided in an operating agreement, meetings of
1897+members may be held by means of conference telephone or other
1898+communications equipment by means of which all persons participating in
1899+the meeting can hear each other, and participation in a meeting pursuant to
1900+this subsection shall constitute presence in person at the meeting. Unless
1901+otherwise provided in an operating agreement, on any matter that is to be
1902+voted on, consented to or approved by members, the members may take
1903+such action without a meeting, without prior notice and without a vote, if
1904+consented to or approved, in writing, by electronic transmission, or by any
1905+other means permitted by law, by members having not less than the
1906+minimum number of votes that would be necessary to authorize or take
1907+such action at a meeting at which all members entitled to vote thereon
1908+were present and voted. Unless otherwise provided in an operating
1909+agreement, if a person, whether or not then a member, consents to or
1910+approves as a member any matter and provides that such consent or
1911+approval will be effective at a future time, including a time determined
1912+upon the happening of an event, then such person shall be deemed to have
1913+consented or approved as a member at such future time so long as such
1914+person is then a member. Unless otherwise provided in an operating
1915+agreement, on any matter that is to be voted on by members, the members
1916+may vote in person or by proxy, and such proxy may be granted in writing,
1917+by means of electronic transmission or as otherwise permitted by
10271918 applicable law. Unless otherwise provided in an operating agreement, a
1028-consent or approval transmitted by electronic transmission by a
1029-member or by a person or persons authorized to act for a member shall
1030-be deemed to be written and signed for purposes of this subsection. For
1031-purposes of this subsection, the term "electronic transmission" means
1032-any form of communication not directly involving the physical
1033-transmission of paper, including the use of, or participation in, one or
1034-more electronic networks or databases, including one or more
1035-distributed electronic networks or databases, that creates a record that
1036-may be retained, retrieved and reviewed by a recipient thereof and that
1037-may be directly reproduced in paper form by such a recipient through
1038-an automated process.
1919+consent or approval transmitted by electronic transmission by a member or
1920+by a person or persons authorized to act for a member shall be deemed to
1921+be written and signed for purposes of this subsection. For purposes of this
1922+subsection, the term "electronic transmission" means any form of
1923+communication not directly involving the physical transmission of paper,
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1967+including the use of, or participation in, one or more electronic networks
1968+or databases, including one or more distributed electronic networks or
1969+databases, that creates a record that may be retained, retrieved and
1970+reviewed by a recipient thereof and that may be directly reproduced in
1971+paper form by such a recipient through an automated process.
10391972 (e) Unless otherwise provided in the operating agreement or in the
10401973 Kansas revised limited liability company act, every member holding an
10411974 interest in profits shall be entitled to vote.
1042-(f) If an operating agreement provides for the manner in which it
1043-may be amended, including by requiring the approval or consent of a
1044-person who is not a party to the operating agreement or the satisfaction
1045-of conditions, it may be amended only in that manner or as otherwise
1975+(f) If an operating agreement provides for the manner in which it may
1976+be amended, including by requiring the approval or consent of a person
1977+who is not a party to the operating agreement or the satisfaction of
1978+conditions, it may be amended only in that manner or as otherwise
10461979 permitted by law, including as permitted by K.S.A. 17-7681(e)(d), and
1047-amendments thereto, provided that the approval or consent of any
1048-person may be waived by such person and that any such conditions
1049-may be waived by all persons for whose benefit such conditions were
1050-intended. Unless otherwise provided in an operating agreement, a
1051-supermajority amendment provision shall only apply to provisions of
1052-the operating agreement that are expressly included in the operating
1053-agreement. As used in this section, "supermajority amendment
1054-provision" means any amendment provision set forth in an operating
1055-agreement requiring that an amendment to a provision of the operating
1056-agreement be adopted by no less than the vote or consent or approval
1057-required to take action under such latter provision.
1980+amendments thereto, provided that the approval or consent of any person
1981+may be waived by such person and that any such conditions may be
1982+waived by all persons for whose benefit such conditions were intended.
1983+Unless otherwise provided in an operating agreement, a supermajority
1984+amendment provision shall only apply to provisions of the operating
1985+agreement that are expressly included in the operating agreement. As used
1986+in this section, "supermajority amendment provision" means any
1987+amendment provision set forth in an operating agreement requiring that an
1988+amendment to a provision of the operating agreement be adopted by no
1989+less than the vote or consent or approval required to take action under such
1990+latter provision.
10581991 (g) If an operating agreement does not provide for the manner in
1059-which it may be amended, the operating agreement may be amended
1060-with the approval or consent of all of the members or as otherwise
1061-permitted by law, including as permitted by K.S.A. 17-7681(e)(d), and
1062-amendments thereto. This subsection shall only apply to a limited
1063-liability company whose original articles of organization were filed
1064-with the secretary of state on or after July 1, 2014.
1992+which it may be amended, the operating agreement may be amended with
1993+the approval or consent of all of the members or as otherwise permitted by
1994+law, including as permitted by K.S.A. 17-7681(e)(d), and amendments
1995+thereto. This subsection shall only apply to a limited liability company
1996+whose original articles of organization were filed with the secretary of
1997+state on or after July 1, 2014.
10651998 Sec. 12. K.S.A. 17-7690 is hereby amended to read as follows: 17-
10661999 7690. (a) Each member of a limited liability company, in person or by
1067-attorney or other agent, has the right, subject to such reasonable
1068-standards, including standards governing what information, including
1069-books, records and other documents are, is to be furnished at what time
1070-and location and at whose expense, as may be set forth in an operating
1071-agreement or otherwise established by the manager or, if there is no
1072-manager, then by the members, to obtain from the limited liability
1073-company from time to time upon reasonable demand for any purpose HOUSE BILL No. 2371—page 19
1074-reasonably related to the member's interest as a member of the limited
1075-liability company:
1076-(1) True and full information regarding the status of the business
1077-and financial condition of the limited liability company;
1078-(2) promptly after becoming available, a copy of the limited
1079-liability company's federal, state and local income tax returns for each
1080-year;
2000+attorney or other agent, has the right, subject to such reasonable standards,
2001+including standards governing what information, including books, records
2002+and other documents are, is to be furnished at what time and location and
2003+at whose expense, as may be set forth in an operating agreement or
2004+otherwise established by the manager or, if there is no manager, then by
2005+the members, to obtain from the limited liability company from time to
2006+time upon reasonable demand for any purpose reasonably related to the
2007+member's interest as a member of the limited liability company:
2008+(1) True and full information regarding the status of the business and
2009+financial condition of the limited liability company;
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2053+(2) promptly after becoming available, a copy of the limited liability
2054+company's federal, state and local income tax returns for each year;
10812055 (3) a current list of the name and last known business, residence or
10822056 mailing address of each member and manager;
10832057 (4) a copy of any written operating agreement and articles of
1084-organization and all amendments thereto, together with executed copies
1085-of any written powers of attorney pursuant to which the operating
1086-agreement and any certificate and all amendments thereto have been
1087-executed;
2058+organization and all amendments thereto, together with executed copies of
2059+any written powers of attorney pursuant to which the operating agreement
2060+and any certificate and all amendments thereto have been executed;
10882061 (5) true and full information regarding the amount of cash and a
10892062 description and statement of the agreed value of any other property or
1090-services contributed by each member and which each member has
1091-agreed to contribute in the future, and the date on which each became a
1092-member; and
2063+services contributed by each member and which each member has agreed
2064+to contribute in the future, and the date on which each became a member;
2065+and
10932066 (6) other information regarding the affairs of the limited liability
10942067 company as is just and reasonable.
10952068 (b) Each manager shall have the right to examine all of the
1096-information described in subsection (a) for a purpose reasonably related
1097-to the position of manager.
1098-(c) The manager of a limited liability company shall have the right
1099-to keep confidential from the members, for such period of time as the
2069+information described in subsection (a) for a purpose reasonably related to
2070+the position of manager.
2071+(c) The manager of a limited liability company shall have the right to
2072+keep confidential from the members, for such period of time as the
11002073 manager deems reasonable, any information which that the manager
1101-reasonably believes to be in the nature of trade secrets or other
1102-information the disclosure of which the manager in good faith believes
1103-is not in the best interest of the limited liability company or could
1104-damage the limited liability company or its business or which the
1105-limited liability company is required by law or by agreement with a
1106-third party to keep confidential.
1107-(d) A limited liability company may maintain its books, records
1108-and other documents in other than a written paper form, including on,
1109-by means of, or in the form of any information storage device, method,
1110-or one or more electronic networks or databases, including one or more
2074+reasonably believes to be in the nature of trade secrets or other information
2075+the disclosure of which the manager in good faith believes is not in the
2076+best interest of the limited liability company or could damage the limited
2077+liability company or its business or which the limited liability company is
2078+required by law or by agreement with a third party to keep confidential.
2079+(d) A limited liability company may maintain its books, records and
2080+other documents in other than a written paper form, including on, by
2081+means of, or in the form of any information storage device, method, or one
2082+or more electronic networks or databases, including one or more
11112083 distributed electronic networks or databases, if such form is capable of
11122084 conversion into written paper form within a reasonable time.
1113-(e) Any demand under this section shall be in writing and shall
1114-state the purpose of such demand. In every instance where an attorney
1115-or other agent is the person who seeks the right to obtain the
1116-information described in subsection (a), the demand shall be
1117-accompanied by a power of attorney or such other writing that
1118-authorizes the attorney or other agent to so act on behalf of the member.
1119-(f) Any action to enforce any right arising under this section shall
1120-be brought in the district court. If the limited liability company refuses
1121-to permit a member, or attorney or other agent acting for the member,
1122-to obtain or a manager to examine the information described in
1123-subsection (a) or does not reply to the demand that has been made
1124-within five business days, or such shorter or longer period of time as is
1125-provided for in an operating agreement, but not longer than 30 business
1126-days, after the demand has been made, the demanding member or
1127-manager may apply to the district court for an order to compel such
1128-disclosure. The district court may summarily order the limited liability
1129-company to permit the demanding member to obtain or manager to
1130-examine the information described in subsection (a) and to make copies
1131-or abstracts therefrom, or the district court may summarily order the
1132-limited liability company to furnish to the demanding member or HOUSE BILL No. 2371—page 20
1133-manager the information described in subsection (a) on the condition
1134-that the demanding member or manager first pay to the limited liability
1135-company the reasonable cost of obtaining and furnishing such
1136-information and on such other conditions as the district court deems
1137-appropriate. When a demanding member seeks to obtain or a manager
1138-seeks to examine the information described in subsection (a), the
1139-demanding member or manager shall first establish: (1) That the
1140-demanding member or manager has complied with the provisions of
1141-this section respecting the form and manner of making demand for
1142-obtaining or examining of such information; and (2) that the
1143-information the demanding member or manager seeks is reasonably
1144-related to the member's interest as a member or the manager's position
1145-as a manager, as the case may be. The district court may, in its
1146-discretion, prescribe any limitations or conditions with reference to the
1147-obtaining or examining of information, or award such other or further
1148-relief as the district court may deem just and proper. The district court
1149-may order books, documents and records and other documents,
1150-pertinent extracts therefrom, or duly authenticated copies thereof, to be
1151-brought within the state of Kansas and kept in the state of Kansas upon
1152-such terms and conditions as the order may prescribe.
2085+(e) Any demand under this section shall be in writing and shall state
2086+the purpose of such demand. In every instance where an attorney or other
2087+agent is the person who seeks the right to obtain the information described
2088+in subsection (a), the demand shall be accompanied by a power of attorney
2089+or such other writing that authorizes the attorney or other agent to so act
2090+on behalf of the member.
2091+(f) Any action to enforce any right arising under this section shall be
2092+brought in the district court. If the limited liability company refuses to
2093+permit a member, or attorney or other agent acting for the member, to
2094+obtain or a manager to examine the information described in subsection (a)
2095+or does not reply to the demand that has been made within five business
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2139+days, or such shorter or longer period of time as is provided for in an
2140+operating agreement, but not longer than 30 business days, after the
2141+demand has been made, the demanding member or manager may apply to
2142+the district court for an order to compel such disclosure. The district court
2143+may summarily order the limited liability company to permit the
2144+demanding member to obtain or manager to examine the information
2145+described in subsection (a) and to make copies or abstracts therefrom, or
2146+the district court may summarily order the limited liability company to
2147+furnish to the demanding member or manager the information described in
2148+subsection (a) on the condition that the demanding member or manager
2149+first pay to the limited liability company the reasonable cost of obtaining
2150+and furnishing such information and on such other conditions as the
2151+district court deems appropriate. When a demanding member seeks to
2152+obtain or a manager seeks to examine the information described in
2153+subsection (a), the demanding member or manager shall first establish: (1)
2154+That the demanding member or manager has complied with the provisions
2155+of this section respecting the form and manner of making demand for
2156+obtaining or examining of such information; and (2) that the information
2157+the demanding member or manager seeks is reasonably related to the
2158+member's interest as a member or the manager's position as a manager, as
2159+the case may be. The district court may, in its discretion, prescribe any
2160+limitations or conditions with reference to the obtaining or examining of
2161+information, or award such other or further relief as the district court may
2162+deem just and proper. The district court may order books, documents and
2163+records and other documents, pertinent extracts therefrom, or duly
2164+authenticated copies thereof, to be brought within the state of Kansas and
2165+kept in the state of Kansas upon such terms and conditions as the order
2166+may prescribe.
11532167 (g) If a member is entitled to obtain information under the Kansas
11542168 revised limited liability company act or an operating agreement for a
1155-purpose reasonably related to the member's interest as a member or
1156-other stated purpose, the member's right shall be to obtain such
1157-information as is necessary and essential to achieving that purpose.
1158-The rights of a member or manager to obtain or examine information as
1159-provided in this section may be expanded or restricted in an original
1160-operating agreement or in any subsequent amendment consented to,
1161-approved or adopted by all of the members or in compliance with any
1162-applicable requirements of the operating agreement. The provisions of
1163-this subsection shall not be construed to limit the ability to impose
1164-restrictions on expand or restrict the rights of a member or manager to
1165-obtain or examine information by any other means permitted under the
1166-Kansas revised limited liability company act by law.
2169+purpose reasonably related to the member's interest as a member or other
2170+stated purpose, the member's right shall be to obtain such information as
2171+is necessary and essential to achieving that purpose. The rights of a
2172+member or manager to obtain or examine information as provided in this
2173+section may be expanded or restricted in an original operating agreement
2174+or in any subsequent amendment consented to, approved or adopted by all
2175+of the members or in compliance with any applicable requirements of the
2176+operating agreement. The provisions of this subsection shall not be
2177+construed to limit the ability to impose restrictions on expand or restrict
2178+the rights of a member or manager to obtain or examine information by
2179+any other means permitted under the Kansas revised limited liability
2180+company act by law.
11672181 (h) A limited liability company shall maintain a current record that
1168-identifies the name and last known business, residence, or mailing
1169-address of each member and manager.
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2225+identifies the name and last known business, residence, or mailing address
2226+of each member and manager.
11702227 Sec. 13. K.S.A. 17-7695 is hereby amended to read as follows: 17-
11712228 7695. (a) An operating agreement may provide for classes or groups of
1172-managers having such relative rights, powers and duties as the
1173-operating agreement may provide, and may make provision for the
1174-future creation in the manner provided in the operating agreement of
1175-additional classes or groups of managers having such relative rights,
1176-powers and duties as may from time to time be established, including
1177-rights, powers and duties senior to existing classes and groups of
1178-managers. An operating agreement may provide for the taking of an
1179-action, including the amendment of the operating agreement, without
1180-the vote, consent or approval of any manager or class or group of
1181-managers, including an action to create under the provisions of the
1182-operating agreement a class or group of limited liability company
1183-interests that was not previously outstanding.
2229+managers having such relative rights, powers and duties as the operating
2230+agreement may provide, and may make provision for the future creation in
2231+the manner provided in the operating agreement of additional classes or
2232+groups of managers having such relative rights, powers and duties as may
2233+from time to time be established, including rights, powers and duties
2234+senior to existing classes and groups of managers. An operating agreement
2235+may provide for the taking of an action, including the amendment of the
2236+operating agreement, without the vote, consent or approval of any manager
2237+or class or group of managers, including an action to create under the
2238+provisions of the operating agreement a class or group of limited liability
2239+company interests that was not previously outstanding.
11842240 (b) An operating agreement may grant to all or certain identified
1185-managers or a specified class or group of the managers the right to
1186-vote, separately or with all or any class or group of managers or
1187-members, on any matter. Voting by managers may be on a per capita,
1188-number, financial interest, class, group or any other basis. Unless
1189-otherwise provided in an operating agreement, if more than one
1190-manager is appointed, all managers shall have an equal vote per capita.
1191-(c) An operating agreement may set forth provisions relating to HOUSE BILL No. 2371—page 21
1192-notice of the time, place or purpose of any meeting at which any matter
1193-is to be voted on by any manager or class or group of managers, waiver
1194-of any such notice, action by consent or approval without a meeting,
1195-the establishment of a record date, quorum requirements, voting in
1196-person or by proxy, or any other matter with respect to the exercise of
1197-any such right to vote.
1198-(d) Unless otherwise provided in an operating agreement,
1199-meetings of managers may be held by means of conference telephone
1200-or other communications equipment by means of which all persons
1201-participating in the meeting can hear each other, and participation in a
1202-meeting pursuant to this subsection shall constitute presence in person
1203-at the meeting. Unless otherwise provided in an operating agreement,
1204-on any matter that is to be voted on, consented to or approved by the
1205-managers, the managers may take such action without a meeting,
1206-without prior notice and without a vote, if consented to or approved, in
1207-writing, by electronic transmission, or by any other means permitted by
1208-law, by managers having not less than the minimum number of votes
1209-that would be necessary to authorize or take such action at a meeting at
1210-which all managers entitled to vote thereon were present and voted.
1211-Unless otherwise provided in an operating agreement, if a person,
1212-whether or not then a manager, consents to or approves as a manager
1213-any matter and provides that such consent or approval will be effective
1214-at a future time, including a time determined upon the happening of an
1215-event, then such person shall be deemed to have consented or approved
1216-as a manager at such future time, so long as such person is then a
1217-manager. Unless otherwise provided in an operating agreement, on any
1218-matter that is to be voted on by managers, the managers may vote in
1219-person or by proxy, and such proxy may be granted in writing, by
1220-means of electronic transmission or as otherwise permitted by
2241+managers or a specified class or group of the managers the right to vote,
2242+separately or with all or any class or group of managers or members, on
2243+any matter. Voting by managers may be on a per capita, number, financial
2244+interest, class, group or any other basis. Unless otherwise provided in an
2245+operating agreement, if more than one manager is appointed, all managers
2246+shall have an equal vote per capita.
2247+(c) An operating agreement may set forth provisions relating to notice
2248+of the time, place or purpose of any meeting at which any matter is to be
2249+voted on by any manager or class or group of managers, waiver of any
2250+such notice, action by consent or approval without a meeting, the
2251+establishment of a record date, quorum requirements, voting in person or
2252+by proxy, or any other matter with respect to the exercise of any such right
2253+to vote.
2254+(d) Unless otherwise provided in an operating agreement, meetings of
2255+managers may be held by means of conference telephone or other
2256+communications equipment by means of which all persons participating in
2257+the meeting can hear each other, and participation in a meeting pursuant to
2258+this subsection shall constitute presence in person at the meeting. Unless
2259+otherwise provided in an operating agreement, on any matter that is to be
2260+voted on, consented to or approved by the managers, the managers may
2261+take such action without a meeting, without prior notice and without a
2262+vote, if consented to or approved, in writing, by electronic transmission, or
2263+by any other means permitted by law, by managers having not less than the
2264+minimum number of votes that would be necessary to authorize or take
2265+such action at a meeting at which all managers entitled to vote thereon
2266+were present and voted. Unless otherwise provided in an operating
2267+agreement, if a person, whether or not then a manager, consents to or
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2311+approves as a manager any matter and provides that such consent or
2312+approval will be effective at a future time, including a time determined
2313+upon the happening of an event, then such person shall be deemed to have
2314+consented or approved as a manager at such future time, so long as such
2315+person is then a manager. Unless otherwise provided in an operating
2316+agreement, on any matter that is to be voted on by managers, the managers
2317+may vote in person or by proxy, and such proxy may be granted in writing,
2318+by means of electronic transmission or as otherwise permitted by
12212319 applicable law. Unless otherwise provided in an operating agreement, a
1222-consent or approval transmitted by electronic transmission by a
1223-manager or by a person or persons authorized to act for a manager shall
1224-be deemed to be written and signed for purposes of this subsection. For
1225-purposes of this subsection, the term "electronic transmission" means
1226-any form of communication not directly involving the physical
1227-transmission of paper, including the use of, or participation in, one or
1228-more electronic networks or databases, including one or more
1229-distributed electronic networks or databases, that creates a record that
1230-may be retained, retrieved and reviewed by a recipient thereof and that
1231-may be directly reproduced in paper form by such a recipient through
1232-an automated process.
2320+consent or approval transmitted by electronic transmission by a manager
2321+or by a person or persons authorized to act for a manager shall be deemed
2322+to be written and signed for purposes of this subsection. For purposes of
2323+this subsection, the term "electronic transmission" means any form of
2324+communication not directly involving the physical transmission of paper,
2325+including the use of, or participation in, one or more electronic networks
2326+or databases, including one or more distributed electronic networks or
2327+databases, that creates a record that may be retained, retrieved and
2328+reviewed by a recipient thereof and that may be directly reproduced in
2329+paper form by such a recipient through an automated process.
12332330 Sec. 14. K.S.A. 17-7698 is hereby amended to read as follows: 17-
1234-7698. Unless otherwise provided in the operating agreement, a member
1235-or manager of a limited liability company has the power and authority
1236-to delegate to one or more other persons any or all of the member's or
2331+7698. Unless otherwise provided in the operating agreement, a member or
2332+manager of a limited liability company has the power and authority to
2333+delegate to one or more other persons any or all of the member's or
12372334 manager's, as the case may be, rights, powers and duties to manage and
1238-control the business and affairs of the limited liability company. Any
1239-such delegation may be made irrespective of whether the member or
1240-manager has a conflict of interest with respect to the matter as to which
1241-its rights, powers or duties are being delegated, and the person or
1242-persons to whom any such rights, powers or duties are being delegated
1243-shall not be deemed conflicted solely by reason of the conflict of
1244-interest of the member or manager. Any such delegation may be to
1245-agents, officers and employees of a member or manager or the limited
1246-liability company, and by a management agreement or another
1247-agreement with, or otherwise to, other persons, including a committee
1248-of one or more persons. Unless otherwise provided in the operating
1249-agreement, such delegation by a member or manager shall be
1250-irrevocable if it states that it is irrevocable. Unless otherwise provided HOUSE BILL No. 2371—page 22
1251-in the operating agreement, such delegation by a member or manager of
1252-a limited liability company shall not cause the member or manager to
1253-cease to be a member or manager, as the case may be, of the limited
1254-liability company or cause the person to whom any such rights, powers
1255-and duties have been delegated to be a member or manager, as the case
1256-may be, of the limited liability company. No other provision of the
1257-Kansas revised limited liability company act or other law shall be
2335+control the business and affairs of the limited liability company. Any such
2336+delegation may be made irrespective of whether the member or manager
2337+has a conflict of interest with respect to the matter as to which its rights,
2338+powers or duties are being delegated, and the person or persons to whom
2339+any such rights, powers or duties are being delegated shall not be deemed
2340+conflicted solely by reason of the conflict of interest of the member or
2341+manager. Any such delegation may be to agents, officers and employees
2342+of a member or manager or the limited liability company, and by a
2343+management agreement or another agreement with, or otherwise to, other
2344+persons, including a committee of one or more persons. Unless otherwise
2345+provided in the operating agreement, such delegation by a member or
2346+manager shall be irrevocable if it states that it is irrevocable. Unless
2347+otherwise provided in the operating agreement, such delegation by a
2348+member or manager of a limited liability company shall not cause the
2349+member or manager to cease to be a member or manager, as the case may
2350+be, of the limited liability company or cause the person to whom any such
2351+rights, powers and duties have been delegated to be a member or manager,
2352+as the case may be, of the limited liability company. No other provision of
2353+the Kansas revised limited liability company act or other law shall be
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12582397 construed to restrict a member's or manager's power and authority to
1259-delegate any or all of its rights, powers, and duties to manage and
1260-control the business and affairs of the limited liability company.
1261-Sec. 15. K.S.A. 2024 Supp. 17-76,136 is hereby amended to read
1262-as follows: 17-76,136. (a) The secretary of state shall charge each
1263-domestic and foreign limited liability company the following fees:
2398+delegate any or all of its rights, powers, and duties to manage and control
2399+the business and affairs of the limited liability company.
2400+Sec. 15. K.S.A. 2024 Supp. 17-76,136 is hereby amended to read as
2401+follows: 17-76,136. (a) The secretary of state shall charge each domestic
2402+and foreign limited liability company the following fees:
12642403 (1) A fee of $20 for issuing or filing and indexing any of the
12652404 following documents:
12662405 (A) A certificate of amendment of articles of organization;
12672406 (B) restated articles of organization;
12682407 (C) a certificate of cancellation, which shall be multiplied by the
1269-number of series of the limited liability company named in the
1270-certificate of cancellation;
1271-(D) a certificate of change of location of registered office or
1272-resident agent;
2408+number of series of the limited liability company named in the certificate
2409+of cancellation;
2410+(D) a certificate of change of location of registered office or resident
2411+agent;
12732412 (E) a certificate of merger or consolidation;
12742413 (F) a certificate of division; and
1275-(G) any certificate, affidavit, agreement or any other paper
1276-provided for in the Kansas revised limited liability company act, for
1277-which no different fee is specifically prescribed;
2414+(G) any certificate, affidavit, agreement or any other paper provided
2415+for in the Kansas revised limited liability company act, for which no
2416+different fee is specifically prescribed;
12782417 (2) a fee of $7.50 for each certified copy, regardless of whether the
12792418 secretary of state supplies the copy;
12802419 (3) a fee of $7.50 for each certificate of good standing, including a
12812420 certificate of good standing for a series of a limited liability company,
12822421 issued by the secretary of state; and
1283-(4) a fee of $20 for a copy of an instrument on file or prepared by
1284-the secretary of state's office, whether or not the copy is certified.
1285-(b) Every limited liability company hereafter formed in this state
1286-shall pay to the secretary of state, at the time of filing its articles of
1287-organization, an application and recording fee of established by rules
1288-and regulations of the secretary of state, except that such fee shall not
1289-exceed $150.
1290-(c) At the time of filing its application to do business, every
1291-foreign limited liability company shall pay to the secretary of state an
1292-application and recording fee of established by rules and regulations of
2422+(4) a fee of $20 for a copy of an instrument on file or prepared by the
2423+secretary of state's office, whether or not the copy is certified.
2424+(b) Every limited liability company hereafter formed in this state shall
2425+pay to the secretary of state, at the time of filing its articles of organization,
2426+an application and recording fee of established by rules and regulations of
12932427 the secretary of state, except that such fee shall not exceed $150.
1294-(d) The fee for filing a certificate of reinstatement shall be the
1295-same as that prescribed by K.S.A. 17-7506, and amendments thereto,
1296-for filing a certificate of reinstatement of a corporation's articles of
1297-incorporation.
1298-Sec. 16. K.S.A. 17-76,143 is hereby amended to read as follows:
1299-17-76,143. (a) An operating agreement may establish or provide for the
2428+(c) At the time of filing its application to do business, every foreign
2429+limited liability company shall pay to the secretary of state an application
2430+and recording fee of established by rules and regulations of the secretary
2431+of state, except that such fee shall not exceed $150.
2432+(d) The fee for filing a certificate of reinstatement shall be the same
2433+as that prescribed by K.S.A. 17-7506, and amendments thereto, for filing a
2434+certificate of reinstatement of a corporation's articles of incorporation.
2435+Sec. 16. K.S.A. 17-76,143 is hereby amended to read as follows: 17-
2436+76,143. (a) An operating agreement may establish or provide for the
13002437 establishment of one or more designated series of members, managers,
1301-limited liability company interests or assets. If an operating agreement
1302-so provides for the establishment or formation of one or more series,
1303-then a series may be formed by complying with this section. Any such
1304-series may have separate rights, powers or duties with respect to
1305-specified property or obligations of the limited liability company or
1306-profits and losses associated with specified property or obligations, and
1307-to the extent provided in the operating agreement, any such series may
1308-have a separate business purpose or investment objective. A series is
1309-formed by the filing of a certificate of designation in the office of the HOUSE BILL No. 2371—page 23
1310-secretary of state. Other than pursuant to K.S.A. 17-76,143a, and
1311-amendments thereto, a series may not merge, convert, or consolidate
1312-pursuant to any section of the Kansas revised limited liability company
1313-act, the business entity transactions act, K.S.A. 17-78-101 et seq., and
1314-amendments thereto, or any other statute of this state.
1315-(b) Notice of the limitation on liabilities of a series as referenced
1316-in subsection (c) shall be set forth in the articles of organization of the
1317-limited liability company. Notice in articles of organization of the
1318-limitation on liabilities of a series as referenced in subsection (c) shall
1319-be sufficient for all purposes of this subsection whether or not the
1320-limited liability company has formed any series when such notice is
1321-included in the articles of organization, and there shall be no
1322-requirement that any specific series of the limited liability company be
1323-referenced in such notice. The fact that articles of organization that
1324-contain the foregoing notice of the limitation on liabilities of a series is
1325-on file in the office of the secretary of state shall constitute notice of
1326-such limitation on liabilities of a series.
1327-(c) Notwithstanding anything to the contrary set forth in the
1328-Kansas revised limited liability company act or under other applicable
1329-law, in the event that an operating agreement establishes or provides for
1330-the establishment of one or more series, and if to the extent the records
1331-maintained for any series account for the assets associated with such
1332-series separately from the other assets of the limited liability company,
1333-or any other series thereof, and if the operating agreement so provides,
1334-and if notice of the limitation on liabilities of a series as referenced in
1335-this subsection is set forth in the articles of organization of the limited
1336-liability company and if the limited liability company has filed a
1337-certificate of designation for each series which that is to have limited
1338-liability under this section, then the debts, liabilities, obligations and
1339-expenses incurred, contracted for or otherwise existing with respect to
1340-such series shall be enforceable against the assets of such series only,
1341-and not against the assets of the limited liability company generally or
1342-any other series thereof, and, unless otherwise provided in the operating
1343-agreement, none of the debts, liabilities, obligations and expenses
1344-incurred, contracted for or otherwise existing with respect to the limited
1345-liability company generally or any other series thereof shall be
1346-enforceable against the assets of such series. Neither the preceding
1347-sentences nor any provision pursuant thereto in an operating agreement,
1348-articles of organization or certificate of designation shall: Restrict a
1349-series or limited liability company on behalf of a series from agreeing
1350-in the operating agreement or otherwise that any or all of the debts,
1351-liabilities, obligations, and expenses incurred, contracted for, or
1352-otherwise existing with respect to the limited liability company
1353-generally or any other series thereof shall be enforceable against the
1354-assets of such series; or restrict a limited liability company from
1355-agreeing in the operating agreement or otherwise that any or all of the
1356-debts, liabilities, obligations, and expenses incurred, contracted for, or
1357-otherwise existing with respect to a series shall be enforceable against
1358-the assets of the limited liability company generally. Assets associated
1359-with a series may be held directly or indirectly, including in the name
1360-of such series, in the name of the limited liability company, through a
1361-nominee or otherwise. Records maintained for a series that reasonably
1362-identify its assets, including by specific listing, category, type, quantity,
1363-computational, or allocational formula or procedure, including a
1364-percentage or share of any asset or assets, or by any other method
1365-where the identity of such assets is objectively determinable, will be
1366-deemed to account for the assets associated with such series separately
1367-from the other assets of the limited liability company, or any other
1368-series thereof. As used in the Kansas revised limited liability company HOUSE BILL No. 2371—page 24
1369-act, a reference to assets of a series includes assets associated with such
1370-series, a reference to assets associated with a series includes assets of
1371-such series, a reference to members or managers of a series includes
1372-members or managers associated with such series, and a reference to
1373-members or managers associated with a series includes members or
1374-managers of such series. The following shall apply to a series:
2438+limited liability company interests or assets. If an operating agreement so
2439+provides for the establishment or formation of one or more series, then a
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2483+series may be formed by complying with this section. Any such series may
2484+have separate rights, powers or duties with respect to specified property or
2485+obligations of the limited liability company or profits and losses associated
2486+with specified property or obligations, and to the extent provided in the
2487+operating agreement, any such series may have a separate business
2488+purpose or investment objective. A series is formed by the filing of a
2489+certificate of designation in the office of the secretary of state. Other than
2490+pursuant to K.S.A. 17-76,143a, and amendments thereto, a series may not
2491+merge, convert, or consolidate pursuant to any section of the Kansas
2492+revised limited liability company act, the business entity transactions act,
2493+K.S.A. 17-78-101 et seq., and amendments thereto, or any other statute of
2494+this state.
2495+(b) Notice of the limitation on liabilities of a series as referenced in
2496+subsection (c) shall be set forth in the articles of organization of the limited
2497+liability company. Notice in articles of organization of the limitation on
2498+liabilities of a series as referenced in subsection (c) shall be sufficient for
2499+all purposes of this subsection whether or not the limited liability company
2500+has formed any series when such notice is included in the articles of
2501+organization, and there shall be no requirement that any specific series of
2502+the limited liability company be referenced in such notice. The fact that
2503+articles of organization that contain the foregoing notice of the limitation
2504+on liabilities of a series is on file in the office of the secretary of state shall
2505+constitute notice of such limitation on liabilities of a series.
2506+(c) Notwithstanding anything to the contrary set forth in the Kansas
2507+revised limited liability company act or under other applicable law, in the
2508+event that an operating agreement establishes or provides for the
2509+establishment of one or more series, and if to the extent the records
2510+maintained for any series account for the assets associated with such series
2511+separately from the other assets of the limited liability company, or any
2512+other series thereof, and if the operating agreement so provides, and if
2513+notice of the limitation on liabilities of a series as referenced in this
2514+subsection is set forth in the articles of organization of the limited liability
2515+company and if the limited liability company has filed a certificate of
2516+designation for each series which that is to have limited liability under this
2517+section, then the debts, liabilities, obligations and expenses incurred,
2518+contracted for or otherwise existing with respect to such series shall be
2519+enforceable against the assets of such series only, and not against the assets
2520+of the limited liability company generally or any other series thereof, and,
2521+unless otherwise provided in the operating agreement, none of the debts,
2522+liabilities, obligations and expenses incurred, contracted for or otherwise
2523+existing with respect to the limited liability company generally or any
2524+other series thereof shall be enforceable against the assets of such series.
2525+Neither the preceding sentences nor any provision pursuant thereto in an
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2569+operating agreement, articles of organization or certificate of designation
2570+shall: Restrict a series or limited liability company on behalf of a series
2571+from agreeing in the operating agreement or otherwise that any or all of
2572+the debts, liabilities, obligations, and expenses incurred, contracted for, or
2573+otherwise existing with respect to the limited liability company generally
2574+or any other series thereof shall be enforceable against the assets of such
2575+series; or restrict a limited liability company from agreeing in the
2576+operating agreement or otherwise that any or all of the debts, liabilities,
2577+obligations, and expenses incurred, contracted for, or otherwise existing
2578+with respect to a series shall be enforceable against the assets of the
2579+limited liability company generally. Assets associated with a series may be
2580+held directly or indirectly, including in the name of such series, in the
2581+name of the limited liability company, through a nominee or otherwise.
2582+Records maintained for a series that reasonably identify its assets,
2583+including by specific listing, category, type, quantity, computational, or
2584+allocational formula or procedure, including a percentage or share of any
2585+asset or assets, or by any other method where the identity of such assets is
2586+objectively determinable, will be deemed to account for the assets
2587+associated with such series separately from the other assets of the limited
2588+liability company, or any other series thereof. As used in the Kansas
2589+revised limited liability company act, a reference to assets of a series
2590+includes assets associated with such series, a reference to assets associated
2591+with a series includes assets of such series, a reference to members or
2592+managers of a series includes members or managers associated with such
2593+series, and a reference to members or managers associated with a series
2594+includes members or managers of such series. The following shall apply to
2595+a series:
13752596 (1) A series may carry on any lawful business, purpose or activity,
13762597 whether or not for profit, with the exception of the business of granting
1377-policies of insurance, assuming insurance risks, or banking as defined
1378-in K.S.A. 9-702, and amendments thereto. Unless otherwise provided
1379-in an operating agreement, a series shall have the power and capacity
1380-to, in its own name, contract, hold title to assets, including real,
1381-personal, and intangible property, grant liens and security interests, and
1382-sue and be sued and otherwise conduct business and exercise the
1383-power of a limited liability company under this article. The limited
1384-liability company and any of its series may elect to consolidate its
1385-operations as a single taxpayer to the extent required to file
1386-consolidated tax returns as permitted under applicable law and elect to
1387-be treated as a single business for the purposes of qualification or
1388-authorization to do business in this or any other state. Such elections
1389-shall not affect the limitation of liability set forth in this section except
1390-to the extent that the series have specifically accepted joint liability by
1391-contract.
2598+policies of insurance, assuming insurance risks, or banking as defined in
2599+K.S.A. 9-702, and amendments thereto. Unless otherwise provided in an
2600+operating agreement, a series shall have the power and capacity to, in its
2601+own name, contract, hold title to assets, including real, personal, and
2602+intangible property, grant liens and security interests, and sue and be sued.
13922603 (2) Except as otherwise provided by the Kansas revised limited
1393-liability company act, no member or manager of a series shall be
1394-obligated personally for any debt, obligation or liability of such series,
1395-whether arising in contract, tort or otherwise, solely by reason of being
1396-a member or acting as manager of such series. Notwithstanding the
1397-preceding sentence, under an operating agreement or under another
1398-agreement, a member or manager may agree to be obligated personally
1399-for any or all of the debts, obligations and liabilities of one or more
1400-series.
2604+liability company act, no member or manager of a series shall be obligated
2605+personally for any debt, obligation or liability of such series, whether
2606+arising in contract, tort or otherwise, solely by reason of being a member
2607+or acting as manager of such series. Notwithstanding the preceding
2608+sentence, under an operating agreement or under another agreement, a
2609+member or manager may agree to be obligated personally for any or all of
2610+the debts, obligations and liabilities of one or more series.
14012611 (3) An operating agreement may provide for classes or groups of
1402-members or managers associated with a series having such relative
1403-rights, powers and duties as the operating agreement may provide, and
1404-may make provision for the future creation in the manner provided in
1405-the operating agreement of additional classes or groups of members or
1406-managers associated with such series having such relative rights,
1407-powers and duties as may from time to time be established, including
1408-rights, powers and duties senior to existing classes and groups of
1409-members or managers associated with such series. An operating
1410-agreement may provide for the taking of an action, including the
1411-amendment of the operating agreement, without the vote, consent or
1412-approval of any member or manager or class or group of members or
1413-managers, including an action to create under the provisions of the
1414-operating agreement a class or group of a series of limited liability
1415-company interests that was not previously outstanding. An operating
1416-agreement may provide that any member or class or group of members
1417-associated with a series shall have no voting rights or ability to
1418-otherwise participate in the management or governance of such series,
1419-but any such member or class or group of members are owners of the
1420-series.
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2655+members or managers associated with a series having such relative rights,
2656+powers and duties as the operating agreement may provide, and may make
2657+provision for the future creation in the manner provided in the operating
2658+agreement of additional classes or groups of members or managers
2659+associated with such series having such relative rights, powers and duties
2660+as may from time to time be established, including rights, powers and
2661+duties senior to existing classes and groups of members or managers
2662+associated with such series. An operating agreement may provide for the
2663+taking of an action, including the amendment of the operating agreement,
2664+without the vote, consent or approval of any member or manager or class
2665+or group of members or managers, including an action to create under the
2666+provisions of the operating agreement a class or group of a series of
2667+limited liability company interests that was not previously outstanding. An
2668+operating agreement may provide that any member or class or group of
2669+members associated with a series shall have no voting rights.
14212670 (4) An operating agreement may grant to all or certain identified
14222671 members or managers or a specified class or group of the members or
1423-managers associated with a series the right to vote separately or with all
1424-or any class or group of the members or managers associated with such
2672+managers associated with a series the right to vote separately or with all or
2673+any class or group of the members or managers associated with such
14252674 series, on any matter. Voting by members or managers associated with a
14262675 series may be on a per capita, number, financial interest, class, group or
1427-any other basis. HOUSE BILL No. 2371—page 25
2676+any other basis.
14282677 (5) Unless otherwise provided in an operating agreement, the
14292678 management of a series shall be vested in the members associated with
1430-such series in proportion to the then-current percentage or other interest
1431-of members in the profits of such series owned by all of the members
2679+such series in proportion to the then-current percentage or other interest of
2680+members in the profits of such series owned by all of the members
14322681 associated with such series, the decision of members owning more than
1433-50% of such percentage or other interest in the profits controlling,
1434-except that if an operating agreement provides for the management of a
1435-series, in whole or in part, by a manager or managers, the management
1436-of such series, to the extent so provided, shall be vested in the manager
1437-or managers who shall be chosen in the manner provided in the
1438-operating agreement. The manager of a series shall also hold the offices
1439-and have the responsibilities accorded to the manager as set forth in an
1440-operating agreement. A series may have more than one manager.
1441-Subject to K.S.A. 17-76,105, and amendments thereto, a manager shall
1442-cease to be a manager with respect to a series as provided in an
1443-operating agreement. Except as otherwise provided in an operating
1444-agreement, any event under the Kansas revised limited liability
1445-company act or in an operating agreement that causes a manager to
1446-cease to be a manager with respect to a series shall not, in itself, cause
1447-such manager to cease to be a manager of the limited liability company
1448-or with respect to any other series thereof.
1449-(6) Notwithstanding K.S.A. 17-76,109, and amendments thereto,
1450-but subject to subsections (c)(7) and (c)(10), and unless otherwise
1451-provided in an operating agreement, at the time a member of a series
1452-becomes entitled to receive a distribution with respect to such series,
1453-the member has the status of, and is entitled to all remedies available to,
1454-a creditor of such series, with respect to the distribution. An operating
1455-agreement may provide for the establishment of a record date with
1456-respect to allocations and distributions with respect to a series.
1457-(7) Notwithstanding K.S.A. 17-76,110(a), and amendments
1458-thereto, a limited liability company may make a distribution with
1459-respect to a series. A limited liability company shall not make a
1460-distribution with respect to a series to a member to the extent that at the
1461-time of the distribution, after giving effect to the distribution, all
1462-liabilities of such series, other than liabilities to members on account of
1463-their limited liability company interests with respect to such series and
1464-liabilities for which the recourse of creditors is limited to specified
1465-property of such series, exceed the fair value of the assets associated
1466-with such series, except that the fair value of property of such series
1467-that is subject to a liability for which the recourse of creditors is limited
1468-shall be included in the assets associated with such series only to the
1469-extent that the fair value of that property exceeds that liability. For
1470-purposes of the immediately preceding sentence, the term "distribution"
1471-shall not include amounts constituting reasonable compensation for
1472-present or past services or reasonable payments made in the ordinary
1473-course of business pursuant to a bona fide retirement plan or other
1474-benefits program. A member who receives a distribution in violation of
1475-this subsection, and who knew at the time of the distribution that the
2682+50% of such percentage or other interest in the profits controlling, except
2683+that if an operating agreement provides for the management of a series, in
2684+whole or in part, by a manager, the management of such series, to the
2685+extent so provided, shall be vested in the manager who shall be chosen in
2686+the manner provided in the operating agreement. The manager of a series
2687+shall also hold the offices and have the responsibilities accorded to the
2688+manager as set forth in an operating agreement. A series may have more
2689+than one manager. Subject to K.S.A. 17-76,105, and amendments thereto,
2690+a manager shall cease to be a manager with respect to a series as provided
2691+in an operating agreement. Except as otherwise provided in an operating
2692+agreement, any event under the Kansas revised limited liability company
2693+act or in an operating agreement that causes a manager to cease to be a
2694+manager with respect to a series shall not, in itself, cause such manager to
2695+cease to be a manager of the limited liability company or with respect to
2696+any other series thereof.
2697+(6) Notwithstanding K.S.A. 17-76,109, and amendments thereto, but
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2741+subject to subsections (c)(7) and (c)(10), and unless otherwise provided in
2742+an operating agreement, at the time a member of a series becomes entitled
2743+to receive a distribution with respect to such series, the member has the
2744+status of, and is entitled to all remedies available to, a creditor of such
2745+series, with respect to the distribution. An operating agreement may
2746+provide for the establishment of a record date with respect to allocations
2747+and distributions with respect to a series.
2748+(7) Notwithstanding K.S.A. 17-76,110(a), and amendments thereto, a
2749+limited liability company may make a distribution with respect to a series.
2750+A limited liability company shall not make a distribution with respect to a
2751+series to a member to the extent that at the time of the distribution, after
2752+giving effect to the distribution, all liabilities of such series, other than
2753+liabilities to members on account of their limited liability company
2754+interests with respect to such series and liabilities for which the recourse of
2755+creditors is limited to specified property of such series, exceed the fair
2756+value of the assets associated with such series, except that the fair value of
2757+property of such series that is subject to a liability for which the recourse
2758+of creditors is limited shall be included in the assets associated with such
2759+series only to the extent that the fair value of that property exceeds that
2760+liability. For purposes of the immediately preceding sentence, the term
2761+"distribution" shall not include amounts constituting reasonable
2762+compensation for present or past services or reasonable payments made in
2763+the ordinary course of business pursuant to a bona fide retirement plan or
2764+other benefits program. A member who receives a distribution in violation
2765+of this subsection, and who knew at the time of the distribution that the
14762766 distribution violated this subsection, shall be liable to the series for the
14772767 amount of the distribution. A member who receives a distribution in
14782768 violation of this subsection, and who did not know at the time of the
1479-distribution that the distribution violated this subsection, shall not be
1480-liable for the amount of the distribution. Subject to K.S.A. 17-
1481-76,110(c), and amendments thereto, which shall apply to any
1482-distribution made with respect to a series under this subsection, this
1483-subsection shall not affect any obligation or liability of a member under
1484-an agreement or other applicable law for the amount of a distribution.
1485-(8) Unless otherwise provided in the operating agreement, a
1486-member shall cease to be associated with a series and to have the power HOUSE BILL No. 2371—page 26
1487-to exercise any rights or powers of a member with respect to such
1488-series upon the assignment of all of the member's limited liability
1489-company interest with respect to such series. Except as otherwise
1490-provided in an operating agreement, any event under the Kansas
1491-revised limited liability company act or an operating agreement that
1492-causes a member to cease to be associated with a series shall not, in
1493-itself, cause such member to cease to be associated with any other
1494-series or terminate the continued membership of a member in the
1495-limited liability company or cause the dissolution of the series,
1496-regardless of whether such member was the last remaining member
1497-associated with such series.
1498-(9) Subject to K.S.A. 17-76,116, and amendments thereto, except
1499-to the extent otherwise provided in the operating agreement, a series
1500-may be dissolved and its affairs wound up without causing the
1501-dissolution of the limited liability company. The dissolution of a series
1502-shall not affect the limitation on liabilities of such series provided by
1503-this subsection (c). A series is dissolved and its affairs shall be wound
1504-up upon the dissolution of the limited liability company under K.S.A.
1505-17-76,116, and amendments thereto, or otherwise upon the first to
1506-occur of the following:
2769+distribution that the distribution violated this subsection, shall not be liable
2770+for the amount of the distribution. Subject to K.S.A. 17-76,110(c), and
2771+amendments thereto, which shall apply to any distribution made with
2772+respect to a series under this subsection, this subsection shall not affect any
2773+obligation or liability of a member under an agreement or other applicable
2774+law for the amount of a distribution.
2775+(8) Unless otherwise provided in the operating agreement, a member
2776+shall cease to be associated with a series and to have the power to exercise
2777+any rights or powers of a member with respect to such series upon the
2778+assignment of all of the member's limited liability company interest with
2779+respect to such series. Except as otherwise provided in an operating
2780+agreement, any event under the Kansas revised limited liability company
2781+act or an operating agreement that causes a member to cease to be
2782+associated with a series shall not, in itself, cause such member to cease to
2783+be associated with any other series or terminate the continued membership
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2827+of a member in the limited liability company or cause the dissolution of
2828+the series, regardless of whether such member was the last remaining
2829+member associated with such series.
2830+(9) Subject to K.S.A. 17-76,116, and amendments thereto, except to
2831+the extent otherwise provided in the operating agreement, a series may be
2832+dissolved and its affairs wound up without causing the dissolution of the
2833+limited liability company. The dissolution of a series shall not affect the
2834+limitation on liabilities of such series provided by this subsection (c). A
2835+series is dissolved and its affairs shall be wound up upon the dissolution of
2836+the limited liability company under K.S.A. 17-76,116, and amendments
2837+thereto, or otherwise upon the first to occur of the following:
15072838 (A) At the time specified in the operating agreement;
15082839 (B) upon the happening of events specified in the operating
15092840 agreement;
1510-(C) unless otherwise provided in the operating agreement, upon
1511-the vote, consent or approval of members associated with such series
1512-who own
1513-2
1514-/3 or more of the then-current percentage or other interest in
1515-the profits of such series of the limited liability company owned by all
1516-of the members associated with such series; or
2841+(C) unless otherwise provided in the operating agreement, upon the
2842+vote, consent or approval of members associated with such series who own
2843+2
2844+/3 or more of the then-current percentage or other interest in the profits of
2845+such series of the limited liability company owned by all of the members
2846+associated with such series; or
15172847 (D) the dissolution of such series under subsection (c)(11).
1518-(10) Notwithstanding K.S.A. 17-76,118(a), and amendments
1519-thereto, unless otherwise provided in the operating agreement, a
1520-manager associated with a series who has not wrongfully dissolved
1521-such series or, if none, the members associated with such series or a
1522-person consented to or approved by the members associated with such
1523-series, in either case, by members who own more than 50% of the then-
1524-current percentage or other interest in the profits of such series owned
1525-by all of the members associated with such series, may wind up the
1526-affairs of such series, but the district court, upon cause shown, may
1527-wind up the affairs of a series upon application of any member or
1528-manager associated with such series, or the member's personal
1529-representative or assignee, and in connection therewith, may appoint a
1530-liquidating trustee. The persons winding up the affairs of a series may,
1531-in the name of the limited liability company and for and on behalf of
1532-the limited liability company and such series, take all actions with
1533-respect to such series as are permitted under K.S.A. 17-76,118(b), and
1534-amendments thereto. The persons winding up the affairs of a series
1535-shall provide for the claims and obligations of such series and distribute
1536-the assets of such series as provided in K.S.A. 17-76,119, and
1537-amendments thereto, which section shall apply to the winding up and
1538-distribution of assets of a series. Actions taken in accordance with this
1539-subsection shall not affect the liability of members and shall not impose
1540-liability on a liquidating trustee.
1541-(11) On application by or for a member or manager associated
1542-with a series, the district court may decree dissolution of such series
1543-whenever it is not reasonably practicable to carry on the business of
1544-such series in conformity with an operating agreement.
1545-(12) For all purposes of the laws of the state of Kansas, a series is
1546-an association, regardless of the number of members or managers, if
1547-any, of such series. HOUSE BILL No. 2371—page 27
2848+(10) Notwithstanding K.S.A. 17-76,118(a), and amendments thereto,
2849+unless otherwise provided in the operating agreement, a manager
2850+associated with a series who has not wrongfully dissolved such series or, if
2851+none, the members associated with such series or a person consented to or
2852+approved by the members associated with such series, in either case, by
2853+members who own more than 50% of the then-current percentage or other
2854+interest in the profits of such series owned by all of the members
2855+associated with such series, may wind up the affairs of such series, but the
2856+district court, upon cause shown, may wind up the affairs of a series upon
2857+application of any member or manager associated with such series, or the
2858+member's personal representative or assignee, and in connection therewith,
2859+may appoint a liquidating trustee. The persons winding up the affairs of a
2860+series may, in the name of the limited liability company and for and on
2861+behalf of the limited liability company and such series, take all actions
2862+with respect to such series as are permitted under K.S.A. 17-76,118(b), and
2863+amendments thereto. The persons winding up the affairs of a series shall
2864+provide for the claims and obligations of such series and distribute the
2865+assets of such series as provided in K.S.A. 17-76,119, and amendments
2866+thereto, which section shall apply to the winding up and distribution of
2867+assets of a series. Actions taken in accordance with this subsection shall
2868+not affect the liability of members and shall not impose liability on a
2869+liquidating trustee.
2870+(11) On application by or for a member or manager associated with a
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2914+series, the district court may decree dissolution of such series whenever it
2915+is not reasonably practicable to carry on the business of such series in
2916+conformity with an operating agreement.
2917+(12) For all purposes of the laws of the state of Kansas, a series is an
2918+association, regardless of the number of members or managers, if any, of
2919+such series.
15482920 (d) In order to form a series of a limited liability company, a
1549-certificate of designation must be filed in accordance with this
1550-subsection.
2921+certificate of designation must be filed in accordance with this subsection.
15512922 (1) (A) A certificate of designation shall set forth:
15522923 (i) The name of the limited liability company; and
15532924 (ii) the name of the series.
1554-(B) A certificate of designation may include any other matter that
1555-the members of such series determine to include therein.
2925+(B) A certificate of designation may include any other matter that the
2926+members of such series determine to include therein.
15562927 (C) A certificate of designation properly filed with the secretary of
15572928 state prior to July 1, 2020, shall be deemed to comply with the
15582929 requirements of this paragraph.
1559-(2) A certificate of designation shall be executed in accordance
1560-with K.S.A. 17-7908(b), and amendments thereto, and shall be filed in
1561-the office of the secretary of state in accordance with K.S.A. 17-7910,
1562-and amendments thereto. A certificate of designation is not an
1563-amendment to the articles of organization of the limited liability
1564-company.
1565-(3) A certificate of designation may be amended by filing a
1566-certificate of amendment thereto in the office of the secretary of state.
1567-(A) The certificate of amendment of certificate of designation
1568-shall set forth:
2930+(2) A certificate of designation shall be executed in accordance with
2931+K.S.A. 17-7908(b), and amendments thereto, and shall be filed in the
2932+office of the secretary of state in accordance with K.S.A. 17-7910, and
2933+amendments thereto. A certificate of designation is not an amendment to
2934+the articles of organization of the limited liability company.
2935+(3) A certificate of designation may be amended by filing a certificate
2936+of amendment thereto in the office of the secretary of state.
2937+(A) The certificate of amendment of certificate of designation shall
2938+set forth:
15692939 (i) The name of the limited liability company;
15702940 (ii) the name of the series; and
15712941 (iii) the amendment to the certificate of designation.
15722942 (B) A certificate of designation properly filed with the secretary of
15732943 state prior to July 1, 2020, that changed a previously filed certificate of
1574-designation shall be deemed to be a certificate of amendment thereto
1575-for purposes of this paragraph.
1576-(4) A manager of a series or, if there is no manager, then any
1577-member of a series who becomes aware that any statement in a
1578-certificate of designation filed with respect to such series was false
1579-when made, or that any matter described therein has changed making
1580-the certificate of designation false in any material respect or
1581-noncompliant with subsection (e)(1), shall promptly amend the
1582-certificate of designation.
1583-(5) A certificate of designation may be amended at any time for
1584-any other proper purpose.
1585-(6) Unless otherwise provided in the Kansas revised limited
1586-liability company act or unless a later effective date or time, which
1587-shall be a date or time certain, is provided for in the certificate of
1588-amendment of certificate of designation, a certificate of amendment of
1589-certificate of designation shall be effective at the time of its filing with
1590-the secretary of state.
2944+designation shall be deemed to be a certificate of amendment thereto for
2945+purposes of this paragraph.
2946+(4) A manager of a series or, if there is no manager, then any member
2947+of a series who becomes aware that any statement in a certificate of
2948+designation filed with respect to such series was false when made, or that
2949+any matter described therein has changed making the certificate of
2950+designation false in any material respect or noncompliant with subsection
2951+(e)(1), shall promptly amend the certificate of designation.
2952+(5) A certificate of designation may be amended at any time for any
2953+other proper purpose.
2954+(6) Unless otherwise provided in the Kansas revised limited liability
2955+company act or unless a later effective date or time, which shall be a date
2956+or time certain, is provided for in the certificate of amendment of
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3000+certificate of designation, a certificate of amendment of certificate of
3001+designation shall be effective at the time of its filing with the secretary of
3002+state.
15913003 (7) A certificate of designation shall be canceled upon the
1592-cancellation of the articles of organization of the limited liability
1593-company named in the certificate of designation, or upon the filing of a
1594-certificate of cancellation of the certificate of designation, or upon the
1595-future effective date or time of a certificate of cancellation of the
1596-certificate of designation, or as provided in K.S.A. 17-76,139(d)(g), and
1597-amendments thereto, or upon the filing of a certificate of merger or
1598-consolidation if the of a series if the series is not the surviving or
1599-resulting series in a merger or consolidation or upon the future effective
1600-date or time of a certificate of merger or consolidation of a series if the
1601-series is not the surviving or resulting series in a merger or
1602-consolidation. A certificate of cancellation of the certificate of
1603-designation may be filed at any time, and shall be filed, in the office of
1604-the secretary of state to accomplish the cancellation of a certificate of
1605-designation upon the dissolution of a series for which a certificate of
1606-designation was filed and completion of the winding up of such series. HOUSE BILL No. 2371—page 28
1607-(A) A certificate of cancellation of the certificate of designation
1608-shall set forth:
3004+cancellation of the articles of organization of the limited liability company
3005+named in the certificate of designation, or upon the filing of a certificate of
3006+cancellation of the certificate of designation, or upon the future effective
3007+date or time of a certificate of cancellation of the certificate of designation,
3008+or as provided in K.S.A. 17-76,139(d)(g), and amendments thereto, or
3009+upon the filing of a certificate of merger or consolidation if the of a series
3010+if the series is not the surviving or resulting series in a merger or
3011+consolidation or upon the future effective date or time of a certificate of
3012+merger or consolidation of a series if the series is not the surviving or
3013+resulting series in a merger or consolidation. A certificate of cancellation
3014+of the certificate of designation may be filed at any time, and shall be filed,
3015+in the office of the secretary of state to accomplish the cancellation of a
3016+certificate of designation upon the dissolution of a series for which a
3017+certificate of designation was filed and completion of the winding up of
3018+such series.
3019+(A) A certificate of cancellation of the certificate of designation shall
3020+set forth:
16093021 (i) The name of the limited liability company;
16103022 (ii) the name of the series;
16113023 (iii) the future effective date or time, which shall be a date or time
16123024 certain, of cancellation if it is not to be effective upon the filing of the
16133025 certificate of cancellation; and
16143026 (iv) any other information the person filing the certificate of
16153027 cancellation of the certificate of designation determines.
16163028 (B) A certificate of designation properly filed with the secretary of
1617-state prior to July 1, 2020, that dissolved a series shall be deemed to be
1618-a certificate of cancellation thereto for purposes of this paragraph.
1619-(8) A certificate of cancellation of the certificate of designation
1620-that is filed in the office of the secretary of state prior to the dissolution
1621-or the completion of winding up of a series may be corrected as an
1622-erroneously executed certificate of cancellation of the certificate of
1623-designation by filing with the office of the secretary of state a
1624-certificate of correction of such certificate of cancellation of the
1625-certificate of designation in accordance with K.S.A. 17-7912, and
1626-amendments thereto.
1627-(9) The secretary of state shall not issue a certificate of good
1628-standing with respect to a series if the certificate of designation is
1629-canceled or the limited liability company has ceased to be in good
1630-standing.
3029+state prior to July 1, 2020, that dissolved a series shall be deemed to be a
3030+certificate of cancellation thereto for purposes of this paragraph.
3031+(8) A certificate of cancellation of the certificate of designation that is
3032+filed in the office of the secretary of state prior to the dissolution or the
3033+completion of winding up of a series may be corrected as an erroneously
3034+executed certificate of cancellation of the certificate of designation by
3035+filing with the office of the secretary of state a certificate of correction of
3036+such certificate of cancellation of the certificate of designation in
3037+accordance with K.S.A. 17-7912, and amendments thereto.
3038+(9) The secretary of state shall not issue a certificate of good standing
3039+with respect to a series if the certificate of designation is canceled or the
3040+limited liability company has ceased to be in good standing.
16313041 (e) The name of each series as set forth in its certificate of
16323042 designation:
1633-(1) Shall include the name of the limited liability company,
1634-including any word, abbreviation or designation required by K.S.A. 17-
1635-7920, and amendments thereto;
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3086+(1) Shall include the name of the limited liability company, including
3087+any word, abbreviation or designation required by K.S.A. 17-7920, and
3088+amendments thereto;
16363089 (2) may contain the name of a member or manager;
16373090 (3) must comply with the requirements of K.S.A. 17-7918, and
16383091 amendments thereto, to the same extent as a covered entity; and
16393092 (4) may contain any word permitted by K.S.A. 17-7920, and
16403093 amendments thereto, and may not contain any word prohibited to be
16413094 included in the name of a limited liability company under Kansas law.
16423095 (f) If a foreign limited liability company that is registered to do
1643-business in this state in accordance with K.S.A. 17-7931, and
1644-amendments thereto, is governed by an operating agreement that
1645-establishes or provides for the establishment of a series of members,
1646-managers, limited liability company interests or assets having separate
1647-rights, powers or duties with respect to specified property or
1648-obligations of the foreign limited liability company or profits and losses
1649-associated with specified property or obligations, that fact shall be so
1650-stated on the application for registration as a foreign limited liability
1651-company. In addition, the foreign limited liability company shall state
1652-on such application whether the debts, liabilities and obligations
1653-incurred, contracted for or otherwise existing with respect to a
3096+business in this state in accordance with K.S.A. 17-7931, and amendments
3097+thereto, is governed by an operating agreement that establishes or provides
3098+for the establishment of a series of members, managers, limited liability
3099+company interests or assets having separate rights, powers or duties with
3100+respect to specified property or obligations of the foreign limited liability
3101+company or profits and losses associated with specified property or
3102+obligations, that fact shall be so stated on the application for registration as
3103+a foreign limited liability company. In addition, the foreign limited liability
3104+company shall state on such application whether the debts, liabilities and
3105+obligations incurred, contracted for or otherwise existing with respect to a
16543106 particular series, if any, are enforceable against the assets of such series
16553107 only, and not against the assets of the foreign limited liability company
16563108 generally or any other series thereof, and whether any of the debts,
1657-liabilities, obligations and expenses incurred, contracted for or
1658-otherwise existing with respect to the foreign limited liability company
1659-generally or any other series thereof shall be enforceable against the
1660-assets of such series.
3109+liabilities, obligations and expenses incurred, contracted for or otherwise
3110+existing with respect to the foreign limited liability company generally or
3111+any other series thereof shall be enforceable against the assets of such
3112+series.
16613113 (g) (1) If an operating agreement provides the manner in which a
1662-dissolution of a series may be revoked, it may be revoked in such
1663-manner and, unless the limited liability company has dissolved and
1664-such dissolution has not been revoked or the operating agreement
1665-prohibits revocation of dissolution of a series, then notwithstanding the HOUSE BILL No. 2371—page 29
1666-occurrence of an event set forth in subsection (c)(9)(A) through (C), the
1667-series shall not be dissolved and the series' affairs shall not be wound
1668-up if, prior to the filing of a certificate of cancellation of the certificate
1669-of designation in the office of the secretary of state, the series is
1670-continued, effective as of the occurrence of such event:
3114+dissolution of a series may be revoked, it may be revoked in such manner
3115+and, unless the limited liability company has dissolved and such
3116+dissolution has not been revoked or the operating agreement prohibits
3117+revocation of dissolution of a series, then notwithstanding the occurrence
3118+of an event set forth in subsection (c)(9)(A) through (C), the series shall
3119+not be dissolved and the series' affairs shall not be wound up if, prior to
3120+the filing of a certificate of cancellation of the certificate of designation in
3121+the office of the secretary of state, the series is continued, effective as of
3122+the occurrence of such event:
16713123 (A) In the case of dissolution effected by the vote or consent of the
1672-members associated with the series, or other persons whose approval
1673-is required for such dissolution pursuant to the operating agreement
3124+members associated with the series, or other persons whose approval is
3125+required for such dissolution pursuant to the operating agreement
16743126 pursuant to such vote or consent, and the approval of any members
16753127 associated with the series or other persons whose approval is required
16763128 under the operating agreement to revoke a dissolution contemplated by
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16773172 this paragraph; and
1678-(B) in the case of dissolution under subsection (c)(9)(A) or (B),
1679-other than a dissolution effected by the vote or consent of the members
1680-associated with the series, or other persons whose approval is required
1681-for such dissolution pursuant to the operating agreement, pursuant to
1682-such vote or consent that, pursuant to the terms of the operating
1683-agreement, is required to amend the provision of the operating
1684-agreement effecting such dissolution, and the approval of any members
1685-associated with the series or other persons whose approval is required
1686-under the operating agreement to revoke a dissolution contemplated by
1687-this paragraph.
3173+(B) in the case of dissolution under subsection (c)(9)(A) or (B), other
3174+than a dissolution effected by the vote or consent of the members
3175+associated with the series, or other persons whose approval is required for
3176+such dissolution pursuant to the operating agreement, pursuant to such
3177+vote or consent that, pursuant to the terms of the operating agreement, is
3178+required to amend the provision of the operating agreement effecting such
3179+dissolution, and the approval of any members associated with the series or
3180+other persons whose approval is required under the operating agreement
3181+to revoke a dissolution contemplated by this paragraph.
16883182 (2) If a series is dissolved by the dissolution of the limited liability
16893183 company, unless a certificate of cancellation of the certificate of
1690-designation with respect to such series has been filed in the office of
1691-the secretary of state or the operating agreement prohibits revocation
1692-of dissolution of the series, the dissolution of the series shall be
3184+designation with respect to such series has been filed in the office of the
3185+secretary of state or the operating agreement prohibits revocation of
3186+dissolution of the series, the dissolution of the series shall be
16933187 automatically revoked upon any revocation of dissolution of the limited
1694-liability company in accordance with K.S.A. 17-76,145, and
1695-amendments thereto.
1696-(3) The provisions of this subsection shall not be construed to
1697-limit the accomplishment of a revocation of dissolution of a series by
1698-other means permitted by law.
1699-(h) An operating agreement may impose restrictions, duties and
1700-obligations on members of the limited liability company or any series
1701-thereof as a manner of internal governance, including, without
1702-limitation, those with regard to:
1703-(1) Choice of law, forum selection or consent to personal
1704-jurisdiction;
1705-(2) capital contributions;
1706-(3) restrictions on, or terms and conditions of, the transfer of
1707-membership interests;
1708-(4) restrictive covenants, including noncompetition,
1709-nonsolicitation and confidentiality provisions;
1710-(5) fiduciary duties; and
1711-(6) restrictions, duties or obligations to or for the benefit of the
1712-limited liability company, other series thereof or their affiliates.
1713-(i) The wrongful transfer of property from a series to another
1714-series or the limited liability company as a whole with intent to hinder,
1715-delay or defraud creditors of their just and lawful debts or damages, or
1716-to defraud, shall be subject to K.S.A. 33-102, and amendments thereto.
1717-Sec. 17. K.S.A. 17-76,143a is hereby amended to read as follows:
1718-17-76,143a. (a) Pursuant to an agreement of merger or consolidation,
1719-one or more series may merge or consolidate with or into one or more
1720-other series of the same limited liability company with such series as
1721-the agreement shall provide being the surviving or resulting series.
1722-Unless otherwise provided in the operating agreement, an agreement of
1723-merger or consolidation shall be consented to or approved by each
1724-series that is to merge or consolidate by members of such series who HOUSE BILL No. 2371—page 30
1725-own more than 50% of the then-current percentage or other interest in
1726-the profits of such series owned by all of the members of such series. In
1727-connection with a merger or consolidation hereunder, rights or
1728-securities of, or interests in, a series which that is a constituent party to
1729-the merger or consolidation may be exchanged for or converted into
1730-cash, property, rights, or securities of, or interests in, the surviving or
1731-resulting series or, in addition to or in lieu thereof, may be exchanged
1732-for or converted into cash, property, rights, or securities of, or interests
1733-in, an entity as defined in K.S.A. 17-78-102, and amendments thereto,
1734-that is not the surviving or resulting series in the merger or
1735-consolidation, may remain outstanding or may be canceled.
3188+liability company in accordance with K.S.A. 17-76,145, and amendments
3189+thereto.
3190+(3) The provisions of this subsection shall not be construed to limit
3191+the accomplishment of a revocation of dissolution of a series by other
3192+means permitted by law.
3193+Sec. 17. K.S.A. 17-76,143a is hereby amended to read as follows: 17-
3194+76,143a. (a) Pursuant to an agreement of merger or consolidation, one or
3195+more series may merge or consolidate with or into one or more other series
3196+of the same limited liability company with such series as the agreement
3197+shall provide being the surviving or resulting series. Unless otherwise
3198+provided in the operating agreement, an agreement of merger or
3199+consolidation shall be consented to or approved by each series that is to
3200+merge or consolidate by members of such series who own more than 50%
3201+of the then-current percentage or other interest in the profits of such series
3202+owned by all of the members of such series. In connection with a merger
3203+or consolidation hereunder, rights or securities of, or interests in, a series
3204+which that is a constituent party to the merger or consolidation may be
3205+exchanged for or converted into cash, property, rights, or securities of, or
3206+interests in, the surviving or resulting series or, in addition to or in lieu
3207+thereof, may be exchanged for or converted into cash, property, rights, or
3208+securities of, or interests in, an entity as defined in K.S.A. 17-78-102, and
3209+amendments thereto, that is not the surviving or resulting series in the
3210+merger or consolidation, may remain outstanding or may be canceled.
17363211 Notwithstanding prior consent or approval, an agreement of merger or
1737-consolidation may be terminated or amended pursuant to a provision
1738-for such termination or amendment contained in the agreement of
1739-merger or consolidation.
3212+consolidation may be terminated or amended pursuant to a provision for
3213+such termination or amendment contained in the agreement of merger or
3214+consolidation.
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17403258 (b) If a series is merging or consolidating under this section, the
1741-series surviving or resulting in or from the merger or consolidation
1742-shall file a certificate of merger or consolidation of series executed by
1743-one or more authorized persons on behalf of the series when it is the
1744-surviving or resulting series in the office of the secretary of state. The
1745-certificate of merger or consolidation of series shall state:
3259+series surviving or resulting in or from the merger or consolidation shall
3260+file a certificate of merger or consolidation of series executed by one or
3261+more authorized persons on behalf of the series when it is the surviving or
3262+resulting series in the office of the secretary of state. The certificate of
3263+merger or consolidation of series shall state:
17463264 (1) The name of each series that is to merge or consolidate and the
17473265 name of the limited liability company that formed such series;
1748-(2) that an agreement of merger or consolidation has been
1749-consented to or approved and executed by or on behalf of each series
1750-that is to merge or consolidate;
3266+(2) that an agreement of merger or consolidation has been consented
3267+to or approved and executed by or on behalf of each series that is to merge
3268+or consolidate;
17513269 (3) the name of the surviving or resulting series;
17523270 (4) such amendment amendments, if any, to the certificate of
1753-designation of the series that is the surviving or resulting series to
1754-change the name of the surviving series, as is are desired to be effected
1755-by the merger, and such amendments may amend and restate the
1756-certificate of designation of the surviving series in its entirety;
3271+designation of the series that is the surviving or resulting series to change
3272+the name of the surviving series, as is are desired to be effected by the
3273+merger, and such amendments may amend and restate the certificate of
3274+designation of the surviving series in its enirety;
17573275 (5) the future effective date or time, which shall be a date or time
1758-certain, of the merger or consolidation if it is not to be effective upon
1759-the filing of the certificate of merger or consolidation;
1760-(6) that the agreement of merger or consolidation is on file at a
1761-place of business of the surviving or resulting series or the limited
1762-liability company that formed such series and shall state the address
1763-thereof; and
3276+certain, of the merger or consolidation if it is not to be effective upon the
3277+filing of the certificate of merger or consolidation;
3278+(6) that the agreement of merger or consolidation is on file at a place
3279+of business of the surviving or resulting series or the limited liability
3280+company that formed such series and shall state the address thereof; and
17643281 (7) that a copy of the agreement of merger or consolidation will be
17653282 furnished by the surviving or resulting series, upon request and without
17663283 cost, to any member of any series that is to merge or consolidate.
1767-(c) Unless a future effective date or time is provided in a
1768-certificate of merger or consolidation, a merger or consolidation of
1769-series pursuant to this section shall be effective upon the filing of a
1770-certificate of merger or consolidation of series in the office of the
1771-secretary of state.
3284+(c) Unless a future effective date or time is provided in a certificate of
3285+merger or consolidation, a merger or consolidation of series pursuant to
3286+this section shall be effective upon the filing of a certificate of merger or
3287+consolidation of series in the office of the secretary of state.
17723288 (d) A certificate of merger or consolidation of series shall act as a
1773-certificate of cancellation of the certificate of designation of the series
1774-that is not the surviving or resulting series in the merger or
1775-consolidation. A certificate of merger or consolidation of series that sets
1776-forth any amendment in accordance with subsection (b)(4) shall be
1777-deemed to be an amendment to the certificate of designation of the
1778-surviving or resulting series, and no further action shall be required to
1779-amend the certificate of designation of the surviving or resulting series
1780-under K.S.A. 17-76,143, and amendments thereto, with respect to such
1781-amendments set forth in the such certificate of merger or consolidation
1782-of series. Whenever this section requires the filing of a certificate of
1783-merger or consolidation of series, such requirement shall be deemed HOUSE BILL No. 2371—page 31
1784-satisfied by the filing of an agreement of merger or consolidation
1785-containing the information required by this section to be set forth in the
1786-such certificate of merger or consolidation.
3289+certificate of cancellation of the certificate of designation of the series that
3290+is not the surviving or resulting series in the merger or consolidation. A
3291+certificate of merger or consolidation of series that sets forth any
3292+amendment in accordance with subsection (b)(4) shall be deemed to be an
3293+amendment to the certificate of designation of the surviving or resulting
3294+series, and no further action shall be required to amend the certificate of
3295+designation of the surviving or resulting series under K.S.A. 17-76,143,
3296+and amendments thereto, with respect to such amendments set forth in the
3297+such certificate of merger or consolidation of series. Whenever this section
3298+requires the filing of a certificate of merger or consolidation of series, such
3299+requirement shall be deemed satisfied by the filing of an agreement of
3300+merger or consolidation containing the information required by this section
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3344+to be set forth in the such certificate of merger or consolidation.
17873345 (e) An agreement of merger or consolidation consented to or
1788-approved in accordance with subsection (a) may effect any amendment
1789-to the operating agreement relating solely to the series that are
1790-constituent parties to the merger or consolidation. Any amendment to
1791-an operating agreement relating solely to the series that are constituent
1792-parties to the merger or consolidation made pursuant to the foregoing
1793-sentence shall be effective at the effective time or date of the merger or
1794-consolidation and shall be effective notwithstanding any provision of
1795-the operating agreement relating to amendment of the operating
1796-agreement, other than a provision that by its terms applies to an
1797-amendment to the operating agreement in connection with a merger or
1798-consolidation. The provisions of this subsection shall not be construed
1799-to limit the accomplishment of a merger or of any of the matters
1800-referred to herein by any other means provided for in an operating
1801-agreement or other agreement or as otherwise permitted by law,
1802-including that the operating agreement relating to any constituent series
1803-to the merger or consolidation, including a series formed for the
1804-purpose of consummating a merger or consolidation, shall be the
3346+approved in accordance with subsection (a) may effect any amendment to
3347+the operating agreement relating solely to the series that are constituent
3348+parties to the merger or consolidation. Any amendment to an operating
3349+agreement relating solely to the series that are constituent parties to the
3350+merger or consolidation made pursuant to the foregoing sentence shall be
3351+effective at the effective time or date of the merger or consolidation and
3352+shall be effective notwithstanding any provision of the operating
3353+agreement relating to amendment of the operating agreement, other than a
3354+provision that by its terms applies to an amendment to the operating
3355+agreement in connection with a merger or consolidation. The provisions of
3356+this subsection shall not be construed to limit the accomplishment of a
3357+merger or of any of the matters referred to herein by any other means
3358+provided for in an operating agreement or other agreement or as otherwise
3359+permitted by law, including that the operating agreement relating to any
3360+constituent series to the merger or consolidation, including a series formed
3361+for the purpose of consummating a merger or consolidation, shall be the
18053362 operating agreement of the surviving or resulting series.
18063363 (f) (1) (A) When any merger or consolidation shall have become
18073364 effective under this section, for all purposes of the laws of the state of
18083365 Kansas, all of the rights, privileges and powers of each of the series that
1809-have merged or consolidated, and all property, real, personal and
1810-mixed, and all debts due to any of such series, as well as all other
1811-things and causes of action belonging to each of such series, shall be
1812-vested in the surviving or resulting series, and shall thereafter be the
1813-property of the surviving or resulting series as they were of each of the
1814-series that have merged or consolidated, and the title to any real
1815-property vested by deed or otherwise, under the laws of the state of
1816-Kansas, in any of such series, shall not revert or be in any way impaired
1817-by reason of the Kansas revised limited liability company act.
3366+have merged or consolidated, and all property, real, personal and mixed,
3367+and all debts due to any of such series, as well as all other things and
3368+causes of action belonging to each of such series, shall be vested in the
3369+surviving or resulting series, and shall thereafter be the property of the
3370+surviving or resulting series as they were of each of the series that have
3371+merged or consolidated, and the title to any real property vested by deed or
3372+otherwise, under the laws of the state of Kansas, in any of such series,
3373+shall not revert or be in any way impaired by reason of the Kansas revised
3374+limited liability company act.
18183375 (B) All rights of creditors and all liens upon any property of any of
1819-the series that have merged or consolidated shall be preserved
1820-unimpaired, and all debts, liabilities and duties of each of such series
1821-that have merged or consolidated shall thereafter attach to the surviving
1822-or resulting series, and may be enforced against it to the same extent as
1823-if such debts, liabilities and duties had been incurred or contracted by
1824-it.
1825-(2) Unless otherwise agreed, a merger or consolidation of a series
1826-that is not the surviving or resulting series in the merger or
1827-consolidation, shall not require such series to wind up its affairs under
1828-K.S.A. 17-76,143, and amendments thereto, or pay its liabilities and
1829-distribute its assets under K.S.A. 17-76,143, and amendments thereto,
1830-and the merger or consolidation shall not constitute a dissolution of
1831-such series.
1832-(g) An operating agreement may provide that a series of such
1833-limited liability company shall not have the power to merge or
1834-consolidate as set forth in this section.
3376+the series that have merged or consolidated shall be preserved unimpaired,
3377+and all debts, liabilities and duties of each of such series that have merged
3378+or consolidated shall thereafter attach to the surviving or resulting series,
3379+and may be enforced against it to the same extent as if such debts,
3380+liabilities and duties had been incurred or contracted by it.
3381+(2) Unless otherwise agreed, a merger or consolidation of a series that
3382+is not the surviving or resulting series in the merger or consolidation, shall
3383+not require such series to wind up its affairs under K.S.A. 17-76,143, and
3384+amendments thereto, or pay its liabilities and distribute its assets under
3385+K.S.A. 17-76,143, and amendments thereto, and the merger or
3386+consolidation shall not constitute a dissolution of such series.
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3430+(g) An operating agreement may provide that a series of such limited
3431+liability company shall not have the power to merge or consolidate as set
3432+forth in this section.
18353433 (h) This section shall take effect on and after July 1, 2020.
1836-Sec. 18. K.S.A. 17-76,145 is hereby amended to read as follows:
1837-17-76,145. (a) If an operating agreement provides the manner in which
1838-a dissolution may be revoked, it may be revoked in that manner and,
1839-unless an operating agreement prohibits revocation of dissolution, then
3434+Sec. 18. K.S.A. 17-76,145 is hereby amended to read as follows: 17-
3435+76,145. (a) If an operating agreement provides the manner in which a
3436+dissolution may be revoked, it may be revoked in that manner and, unless
3437+an operating agreement prohibits revocation of dissolution, then
18403438 notwithstanding the occurrence of an event set forth in K.S.A. 17-
1841-76,116(a)(1) through (a)(4), and amendments thereto, the limited
1842-liability company shall not be dissolved and its affairs shall not be HOUSE BILL No. 2371—page 32
1843-wound up if, prior to the filing of a certificate of cancellation with the
1844-secretary of state, the limited liability company is continued, effective
1845-as of the occurrence of such event:
1846-(1) In the case of dissolution effected by the vote, consent or
1847-approval of the members, or other persons whose vote, consent or
3439+76,116(a)(1) through (a)(4), and amendments thereto, the limited liability
3440+company shall not be dissolved and its affairs shall not be wound up if,
3441+prior to the filing of a certificate of cancellation with the secretary of state,
3442+the limited liability company is continued, effective as of the occurrence of
3443+such event:
3444+(1) In the case of dissolution effected by the vote, consent or approval
3445+of the members, or other persons whose vote, consent or approval is
3446+required for such dissolution pursuant to the operating agreement,
3447+pursuant to such vote, consent or approval, and the vote, consent or
3448+approval of any members or other persons whose vote, consent or approval
3449+is required under the operating agreement to revoke a dissolution
3450+contemplated by this paragraph;
3451+(2) in the case of dissolution under K.S.A. 17-76,116(a)(1) or (2), and
3452+amendments thereto, other than a dissolution effected by the vote, consent
3453+or approval of the members, or other persons whose vote, consent or
18483454 approval is required for such dissolution pursuant to the operating
1849-agreement, pursuant to such vote, consent or approval, and the vote,
1850-consent or approval of any members or other persons whose vote,
1851-consent or approval is required under the operating agreement to
1852-revoke a dissolution contemplated by this paragraph;
1853-(2) in the case of dissolution under K.S.A. 17-76,116(a)(1) or (2),
1854-and amendments thereto, other than a dissolution effected by the vote,
1855-consent or approval of the members, or other persons whose vote,
1856-consent or approval is required for such dissolution pursuant to the
1857-operating agreement, or the occurrence of an event that causes the last
1858-remaining member to cease to be a member, pursuant to such vote,
1859-consent or approval that, pursuant to the terms of the operating
1860-agreement, is required to amend the provision of the operating
1861-agreement effecting such dissolution, and the vote, consent or approval
1862-of any members or other persons whose vote, consent or approval is
1863-required under the operating agreement to revoke a dissolution
1864-contemplated by this paragraph; and
1865-(3) in the case of dissolution effected by the occurrence of an
1866-event that causes the last remaining member to cease to be a member,
1867-pursuant to the vote, consent or approval of the personal representative
1868-of the last remaining member of the limited liability company or the
3455+agreement, or the occurrence of an event that causes the last remaining
3456+member to cease to be a member, pursuant to such vote, consent or
3457+approval that, pursuant to the terms of the operating agreement, is required
3458+to amend the provision of the operating agreement effecting such
3459+dissolution, and the vote, consent or approval of any members or other
3460+persons whose vote, consent or approval is required under the operating
3461+agreement to revoke a dissolution contemplated by this paragraph; and
3462+(3) in the case of dissolution effected by the occurrence of an event
3463+that causes the last remaining member to cease to be a member, pursuant
3464+to the vote, consent or approval of the personal representative of the last
3465+remaining member of the limited liability company or the assignee of all
3466+of the limited liability company interests in the limited liability company,
3467+and the vote, consent, or approval of any other person whose vote, consent
3468+or approval is required under the operating agreement to revoke a
3469+dissolution contemplated by this paragraph.
3470+(b) If there is no remaining member of the limited liability company
3471+and the personal representative of the last remaining member or the
18693472 assignee of all of the limited liability company interests in the limited
1870-liability company, and the vote, consent, or approval of any other
1871-person whose vote, consent or approval is required under the operating
1872-agreement to revoke a dissolution contemplated by this paragraph.
1873-(b) If there is no remaining member of the limited liability
1874-company and the personal representative of the last remaining member
1875-or the assignee of all of the limited liability company interests in the
1876-limited liability company votes in favor of, consents to or approves the
1877-continuation of the limited liability company, such personal
1878-representative or such assignee, as applicable, shall be required to agree
1879-to the admission of a nominee or designee as a member, effective as of
1880-the occurrence of the event that terminated the continued membership
1881-of the last remaining member.
1882-(c) The provisions of this section shall not be construed to limit
1883-the accomplishment of a revocation of dissolution by other means
1884-permitted by law.
1885-Sec. 19. K.S.A. 17-76,146 is hereby amended to read as follows:
1886-17-76,146. (a) A domestic limited liability company whose articles of
1887-organization or a foreign limited liability company whose authority to
1888-do business has been canceled or forfeited pursuant to K.S.A. 17-
1889-7926(b), 17-7929(b) or 17-7934(f), and amendments thereto, or whose
1890-articles of organization or authority to do business has been forfeited
1891-pursuant to K.S.A. 17-76,139(d)(g), and amendments thereto, may be
1892-reinstated by filing with the secretary of state a certificate of
1893-reinstatement of limited liability company accompanied by the payment
1894-of the fee required by K.S.A. 17-76,136(d), and amendments thereto,
1895-and payment of the business entity information report fees due under
1896-K.S.A. 17-76,139(c), and amendments thereto, for all past due reports
1897-for the immediately preceding 10 years, and payment to the secretary of
1898-state an amount equal to all fees and any penalties due. The certificate
1899-of reinstatement of limited liability company shall set forth:
1900-(1) The name of the limited liability company at the time its
1901-articles of organization or authority to do business was canceled or HOUSE BILL No. 2371—page 33
1902-forfeited and, if such name is not available at the time of reinstatement,
1903-the name under which the limited liability company is to be reinstated;
1904-(2) the address of the limited liability company's registered office
1905-in the state of Kansas and the name and address of the limited liability
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3516+liability company votes in favor of, consents to or approves the
3517+continuation of the limited liability company, such personal representative
3518+or such assignee, as applicable, shall be required to agree to the admission
3519+of a nominee or designee as a member, effective as of the occurrence of
3520+the event that terminated the continued membership of the last remaining
3521+member.
3522+(c) The provisions of this section shall not be construed to limit the
3523+accomplishment of a revocation of dissolution by other means permitted
3524+by law.
3525+Sec. 19. K.S.A. 17-76,146 is hereby amended to read as follows: 17-
3526+76,146. (a) A domestic limited liability company whose articles of
3527+organization or a foreign limited liability company whose authority to do
3528+business has been canceled or forfeited pursuant to K.S.A. 17-7926(b), 17-
3529+7929(b) or 17-7934(f), and amendments thereto, or whose articles of
3530+organization or authority to do business has been forfeited pursuant to
3531+K.S.A. 17-76,139(d)(g), and amendments thereto, may be reinstated by
3532+filing with the secretary of state a certificate of reinstatement of limited
3533+liability company accompanied by the payment of the fee required by
3534+K.S.A. 17-76,136(d), and amendments thereto, and payment of the
3535+business entity information report fees due under K.S.A. 17-76,139(c), and
3536+amendments thereto, for all past due reports for the immediately preceding
3537+10 years, and payment to the secretary of state an amount equal to all fees
3538+and any penalties due. The certificate of reinstatement of limited liability
3539+company shall set forth:
3540+(1) The name of the limited liability company at the time its articles
3541+of organization or authority to do business was canceled or forfeited and, if
3542+such name is not available at the time of reinstatement, the name under
3543+which the limited liability company is to be reinstated;
3544+(2) the address of the limited liability company's registered office in
3545+the state of Kansas and the name and address of the limited liability
19063546 company's resident agent in the state of Kansas;
1907-(3) a statement that the certificate of reinstatement of limited
1908-liability company is filed by one or more persons authorized to execute
1909-and file the such certificate of reinstatement to reinstate the limited
1910-liability company; and
3547+(3) a statement that the certificate of reinstatement of limited liability
3548+company is filed by one or more persons authorized to execute and file the
3549+such certificate of reinstatement to reinstate the limited liability company;
3550+and
19113551 (4) any other matters the persons executing the certificate of
19123552 reinstatement of limited liability company determine to include therein.
1913-(b) The certificate of reinstatement of limited liability company
1914-shall be deemed to be an amendment to the articles of organization or
1915-application for registration of the limited liability company, and the
1916-limited liability company shall not be required to take any further
1917-action to amend its articles of organization or application for
1918-registration under K.S.A. 17-7674 or K.S.A. 17-7935, and amendments
1919-thereto, with respect to the matters set forth in the such certificate of
1920-reinstatement.
1921-(c) Upon the filing of a certificate of reinstatement of limited
1922-liability company, a limited liability company and all, each series
1923-thereof that have been formed and whose certificate of designation has
1924-not been canceled prior to as a result of the cancellation of the articles
1925-of organization of the limited liability company pursuant to K.S.A. 17-
1926-7926(b), 17-7929(b) or 17-7934(c), and amendments thereto, and each
1927-series thereof that has not been terminated and wound up, shall be
1928-reinstated with the same force and effect as if its the articles of
1929-organization or authority to do business of the limited liability company
1930-had not been canceled or forfeited pursuant to K.S.A. 17-76,139(d)(g)
1931-or K.S.A., 17-7926(b), 17-7929(b) or 17-7934(f), and amendments
1932-thereto. Such reinstatement shall validate all contracts, acts, matters and
1933-things made, done and performed by the limited liability company, its
1934-any series thereof or by the members, managers, employees and agents
1935-of the limited liability company during the time when its the articles of
1936-organization or authority to do business was canceled or forfeited
1937-pursuant to K.S.A. 17-76,139(d)(g) or K.S.A., 17-7926(b), 17-7929(b)
1938-or 17-7934(f), and amendments thereto, with the same force and effect
1939-and to all intents and purposes as if the articles of organization or
1940-authority to do business of the limited liability company had remained
1941-in full force and effect. All real and personal property, and all rights and
3553+(b) The certificate of reinstatement of limited liability company shall
3554+be deemed to be an amendment to the articles of organization or
3555+application for registration of the limited liability company, and the limited
3556+liability company shall not be required to take any further action to amend
3557+its articles of organization or application for registration under K.S.A. 17-
3558+7674 or K.S.A. 17-7935, and amendments thereto, with respect to the
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3602+matters set forth in the such certificate of reinstatement.
3603+(c) Upon the filing of a certificate of reinstatement of limited liability
3604+company, a limited liability company and all, each series thereof that have
3605+been formed and whose certificate of designation has not been canceled
3606+prior to as a result of the cancellation of the articles of organization of the
3607+limited liability company pursuant to K.S.A. 17-7926(b), 17-7929(b) or
3608+17-7934(c), and amendments thereto, and each series thereof that has not
3609+been terminated and wound up, shall be reinstated with the same force and
3610+effect as if its the articles of organization or authority to do business of the
3611+limited liability company had not been canceled or forfeited pursuant to
3612+K.S.A. 17-76,139(d)(g) or K.S.A., 17-7926(b), 17-7929(b) or 17-7934(f),
3613+and amendments thereto. Such reinstatement shall validate all contracts,
3614+acts, matters and things made, done and performed by the limited liability
3615+company, its any series thereof or by the members, managers, employees
3616+and agents of the limited liability company during the time when its the
3617+articles of organization or authority to do business was canceled or
3618+forfeited pursuant to K.S.A. 17-76,139(d)(g) or K.S.A., 17-7926(b), 17-
3619+7929(b) or 17-7934(f), and amendments thereto, with the same force and
3620+effect and to all intents and purposes as if the articles of organization or
3621+authority to do business of the limited liability company had remained in
3622+full force and effect. All real and personal property, and all rights and
19423623 interests, which that belonged to the limited liability company or any
1943-series thereof at the time its the articles of organization or authority to
1944-do business of the limited liability company was canceled or forfeited
1945-pursuant to K.S.A. 17-76,139(d)(g) or K.S.A., 17-7926(b), 17-7929(b)
1946-or 17-7934(f), and amendments thereto, or which that were acquired by
1947-the limited liability company following the cancellation or forfeiture of
1948-its articles of organization or authority to do business pursuant to
1949-K.S.A. 17-76,139(d)(g) or K.S.A., 17-7926(b), 17-7929(b) or 17-
1950-7934(f), and amendments thereto, and which that were not disposed of
1951-prior to the time of its the limited liability company reinstatement, shall
1952-be vested in the limited liability company or the applicable series after
1953-its the reinstatement as fully as they were held by the limited liability
1954-company or the applicable series at, and after, as the case may be, the
1955-time its that the articles of organization or authority to do business of
1956-the limited liability company was canceled or forfeited pursuant to
1957-K.S.A. 17-76,139(d)(g) or K.S.A., 17-7926(b), 17-7929(b) or 17-
1958-7934(f), and amendments thereto. After its the reinstatement of the
1959-limited liability company, the limited liability company and any series
1960-thereof shall be as exclusively liable for all contracts, acts, matters and HOUSE BILL No. 2371—page 34
1961-things made, done or performed in its the name of and on its behalf of
1962-the limited liability company or such series by its the members,
1963-managers, employees and agents prior to its the reinstatement as if its
3624+series thereof at the time its the articles of organization or authority to do
3625+business of the limited liability company was canceled or forfeited
3626+pursuant to K.S.A. 17-76,139(d)(g) or K.S.A., 17-7926(b), 17-7929(b) or
3627+17-7934(f), and amendments thereto, or which that were acquired by the
3628+limited liability company following the cancellation or forfeiture of its
3629+articles of organization or authority to do business pursuant to K.S.A. 17-
3630+76,139(d)(g) or K.S.A., 17-7926(b), 17-7929(b) or 17-7934(f), and
3631+amendments thereto, and which that were not disposed of prior to the time
3632+of its the limited liability company reinstatement, shall be vested in the
3633+limited liability company or the applicable series after its the
3634+reinstatement as fully as they were held by the limited liability company
3635+or the applicable series at, and after, as the case may be, the time its that
19643636 the articles of organization or authority to do business of the limited
1965-liability company had at all times remained in full force and effect.
1966-Sec. 20. K.S.A. 17-76,148 is hereby amended to read as follows:
1967-17-76,148. K.S.A. 17-76,148 through 17-76,155, and amendments
1968-thereto, apply to all statutory public benefit limited liability companies,
1969-as defined in K.S.A. 17-76,149, and amendments thereto. If a limited
1970-liability company is formed as or elects to become a statutory public
1971-benefit limited liability company under K.S.A. 17-76,148 through 17-
1972-76,155, and amendments thereto, in the manner prescribed in K.S.A.
1973-17-76,148 through 17-76,155, and amendments thereto this section, it
1974-such limited liability company shall be subject in all respects to the
1975-provisions of the Kansas revised limited liability company act, except
1976-to the extent that K.S.A. 17-76,148 through 17-76,155, and
1977-amendments thereto, impose additional or different requirements, such
1978-additional or different requirements shall apply, and notwithstanding
1979-K.S.A. 17-76,134, and amendments thereto, or any other provision of
1980-the Kansas revised limited liability company act, such additional or
1981-different requirements imposed by K.S.A. 17-76,148 through 17-
1982-76,155, and amendments thereto, may not be altered in the operating
1983-agreement. If a limited liability company is not formed as a statutory
1984-public benefit limited liability company, such limited liability company
1985-may become a statutory public benefit limited liability company in the
1986-manner specified in its operating agreement or by amending its
1987-operating agreement and articles of organization to comply with the
1988-requirements of K.S.A. 17-76,148 through 17-76,155, and amendments
3637+liability company was canceled or forfeited pursuant to K.S.A. 17-
3638+76,139(d)(g) or K.S.A., 17-7926(b), 17-7929(b) or 17-7934(f), and
3639+amendments thereto. After its the reinstatement of the limited liability
3640+company, the limited liability company and any series thereof shall be as
3641+exclusively liable for all contracts, acts, matters and things made, done or
3642+performed in its the name of and on its behalf of the limited liability
3643+company or such series by its the members, managers, employees and
3644+agents prior to its the reinstatement as if its the articles of organization or
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3688+authority to do business of the limited liability company had at all times
3689+remained in full force and effect.
3690+Sec. 20. K.S.A. 17-76,148 is hereby amended to read as follows: 17-
3691+76,148. K.S.A. 17-76,148 through 17-76,155, and amendments thereto,
3692+apply to all statutory public benefit limited liability companies, as defined
3693+in K.S.A. 17-76,149, and amendments thereto. If a limited liability
3694+company is formed as or elects to become a statutory public benefit
3695+limited liability company under K.S.A. 17-76,148 through 17-76,155, and
3696+amendments thereto, in the manner prescribed in K.S.A. 17-76,148
3697+through 17-76,155, and amendments thereto this section, it such limited
3698+liability company shall be subject in all respects to the provisions of the
3699+Kansas revised limited liability company act, except to the extent that
3700+K.S.A. 17-76,148 through 17-76,155, and amendments thereto, impose
3701+additional or different requirements, such additional or different
3702+requirements shall apply, and notwithstanding K.S.A. 17-76,134, and
3703+amendments thereto, or any other provision of the Kansas revised limited
3704+liability company act, such additional or different requirements imposed
3705+by K.S.A. 17-76,148 through 17-76,155, and amendments thereto, may not
3706+be altered in the operating agreement. If a limited liability company is not
3707+formed as a statutory public benefit limited liability company, such limited
3708+liability company may become a statutory public benefit limited liability
3709+company in the manner specified in its operating agreement or by
3710+amending its operating agreement and articles of organization to comply
3711+with the requirements of K.S.A. 17-76,148 through 17-76,155, and
3712+amendments thereto.
3713+Sec. 21. K.S.A. 17-76,149 is hereby amended to read as follows: 17-
3714+76,149. (a) A "statutory public benefit limited liability company" is a for-
3715+profit limited liability company formed under and subject to the
3716+requirements of the Kansas revised limited liability company act that is
3717+intended to produce a public benefit or public benefits and to operate in a
3718+responsible and sustainable manner. To that end, a statutory public benefit
3719+limited liability company shall be managed in a manner that balances the
3720+members' pecuniary interests, the best interests of those materially affected
3721+by the limited liability company's conduct, and the public benefit or public
3722+benefits set forth in its operating agreement and in its articles of
3723+organization. A statutory public benefit limited liability company shall
3724+state in its operating agreement and in the heading of its articles of
3725+organization that it is a statutory public benefit limited liability company,
3726+and shall set forth in its operating agreement and articles of organization
3727+one or more specific public benefits to be promoted by the limited liability
3728+company. In the event of any inconsistency between the public benefit or
3729+benefits to be promoted by the limited liability company as set forth in its
3730+operating agreement and in its articles of organization., the operating
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3774+agreement shall control as among the members, the managers and other
3775+persons who are party to or otherwise bound by the operating agreement.
3776+A manager of a statutory public benefit limited liability company may not
3777+contain any provision or, if there is no manager, then any member of a
3778+statutory public benefit limited liability company who becomes aware that
3779+the specific public benefit or benefits to be promoted by the limited
3780+liability company as set forth in its operating agreement are inaccurately
3781+set forth in its articles of organization, shall promptly amend the articles
3782+of organization. Any provision in the operating agreement or articles of
3783+organization of a statutory public benefit limited liability company that is
3784+inconsistent with K.S.A. 17-76,148 through 17-76,155, and amendments
3785+thereto, shall not be effective to the extent of such inconsistency.
3786+(b) "Public benefit" means a positive effect, or reduction of negative
3787+effects, on one or more categories of persons, entities, communities or
3788+interests, other than members in their capacities as members, including,
3789+but not limited to, effects of an artistic, charitable, cultural, economic,
3790+educational, environmental, literary, medical, religious, scientific or
3791+technological nature. "Public benefit provisions" means the provisions of
3792+the articles of organization, an operating agreement, or both, in either case
3793+as contemplated by K.S.A. 17-76,148 through 17-76,155, and amendments
19893794 thereto.
1990-Sec. 21. K.S.A. 17-76,149 is hereby amended to read as follows:
1991-17-76,149. (a) A "statutory public benefit limited liability company" is
1992-a for-profit limited liability company formed under and subject to the
1993-requirements of the Kansas revised limited liability company act that is
1994-intended to produce a public benefit or public benefits and to operate in
1995-a responsible and sustainable manner. To that end, a statutory public
1996-benefit limited liability company shall be managed in a manner that
1997-balances the members' pecuniary interests, the best interests of those
3795+(c) If the name of a statutory public benefit limited liability company
3796+does not contain the term "statutory public benefit limited liability
3797+company," or the abbreviation "S.P.B.L.L.C.," or the designation
3798+"SPBLLC," or words or abbreviations of like import in other languages if
3799+they are written in Roman characters or letters, the statutory public benefit
3800+limited liability company shall, prior to issuing any limited liability
3801+company interest, provide notice to any person to whom such limited
3802+liability company interest is issued that it is a statutory public benefit
3803+limited liability company. Such notice need not be provided if the issuance
3804+is pursuant to an offering registered under the securities act of 1933, 15
3805+U.S.C. § 77r et seq., or if, at the time of issuance, the statutory public
3806+benefit limited liability company has a class of securities that is registered
3807+under the securities exchange act of 1934, 15 U.S.C. § 78a et seq.
3808+Sec. 22. K.S.A. 17-76,151 is hereby amended to read as follows: 17-
3809+76,151. (a) The members, managers or other persons with authority to
3810+manage or direct the business and affairs of a statutory public benefit
3811+limited liability company shall manage or direct the business and affairs of
3812+the statutory public benefit limited liability company in a manner that
3813+balances the pecuniary interests of the members, the best interests of those
19983814 materially affected by the limited liability company's conduct, and the
1999-public benefit or public benefits set forth in its operating agreement
2000-and in its articles of organization. A statutory public benefit limited
2001-liability company shall state in its operating agreement and in the
2002-heading of its articles of organization that it is a statutory public benefit
2003-limited liability company, and shall set forth in its operating agreement
2004-and articles of organization one or more specific public benefits to be
2005-promoted by the limited liability company. In the event of any
2006-inconsistency between the public benefit or benefits to be promoted by
2007-the limited liability company as set forth in its operating agreement
2008-and in its articles of organization., the operating agreement shall
2009-control as among the members, the managers and other persons who
2010-are party to or otherwise bound by the operating agreement. A
2011-manager of a statutory public benefit limited liability company may not
2012-contain any provision or, if there is no manager, then any member of a
2013-statutory public benefit limited liability company who becomes aware
2014-that the specific public benefit or benefits to be promoted by the limited
2015-liability company as set forth in its operating agreement are
2016-inaccurately set forth in its articles of organization, shall promptly
2017-amend the articles of organization. Any provision in the operating
2018-agreement or articles of organization of a statutory public benefit
2019-limited liability company that is inconsistent with K.S.A. 17-76,148 HOUSE BILL No. 2371—page 35
2020-through 17-76,155, and amendments thereto, shall not be effective to
2021-the extent of such inconsistency.
2022-(b) "Public benefit" means a positive effect, or reduction of
2023-negative effects, on one or more categories of persons, entities,
2024-communities or interests, other than members in their capacities as
2025-members, including, but not limited to, effects of an artistic, charitable,
2026-cultural, economic, educational, environmental, literary, medical,
2027-religious, scientific or technological nature. "Public benefit provisions"
2028-means the provisions of the articles of organization, an operating
2029-agreement, or both, in either case as contemplated by K.S.A. 17-76,148
2030-through 17-76,155, and amendments thereto.
2031-(c) If the name of a statutory public benefit limited liability
2032-company does not contain the term "statutory public benefit limited
2033-liability company," or the abbreviation "S.P.B.L.L.C.," or the
2034-designation "SPBLLC," or words or abbreviations of like import in
2035-other languages if they are written in Roman characters or letters, the
2036-statutory public benefit limited liability company shall, prior to issuing
2037-any limited liability company interest, provide notice to any person to
2038-whom such limited liability company interest is issued that it is a
2039-statutory public benefit limited liability company. Such notice need not
2040-be provided if the issuance is pursuant to an offering registered under
2041-the securities act of 1933, 15 U.S.C. § 77r et seq., or if, at the time of
2042-issuance, the statutory public benefit limited liability company has a
2043-class of securities that is registered under the securities exchange act of
2044-1934, 15 U.S.C. § 78a et seq.
2045-Sec. 22. K.S.A. 17-76,151 is hereby amended to read as follows:
2046-17-76,151. (a) The members, managers or other persons with authority
2047-to manage or direct the business and affairs of a statutory public benefit
2048-limited liability company shall manage or direct the business and
2049-affairs of the statutory public benefit limited liability company in a
2050-manner that balances the pecuniary interests of the members, the best
2051-interests of those materially affected by the limited liability company's
2052-conduct, and the specific public benefit or public benefits set forth in its
2053-operating agreement and articles of organization. Unless otherwise
2054-provided in an operating agreement, a member, manager or other
2055-person with authority to manage or direct the business and affairs of the
2056-statutory public benefit limited liability company shall not have any
2057-liability for monetary damages for the failure to manage or direct the
2058-business and affairs of the statutory public benefit limited liability
2059-company as provided in this subsection.
2060-(b) A member, manager or other person with authority to manage
2061-or direct the business and affairs of the statutory public benefit limited
3815+specific public benefit or public benefits set forth in its operating
3816+agreement and articles of organization. Unless otherwise provided in an
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3860+operating agreement, a member, manager or other person with authority to
3861+manage or direct the business and affairs of the statutory public benefit
3862+limited liability company shall not have any liability for monetary
3863+damages for the failure to manage or direct the business and affairs of the
3864+statutory public benefit limited liability company as provided in this
3865+subsection.
3866+(b) A member, manager or other person with authority to manage or
3867+direct the business and affairs of the statutory public benefit limited
20623868 liability company shall not, by virtue of the public benefit provisions or
2063-K.S.A. 2024 Supp. 17-76,149(a), and amendments thereto, have any
2064-duty to any person on account of any interest of such person in the
2065-public benefit or public benefits set forth in its operating agreement
2066-and articles of organization or on account of any interest materially
2067-affected by the limited liability company's conduct and, with respect to
2068-a decision implicating the balance requirement in subsection (a), will be
2069-deemed to satisfy such person's fiduciary duties to members and the
2070-limited liability company if such person's decision is both informed and
2071-disinterested and not such that no person of ordinary, sound judgment
2072-would approve.
2073-Sec. 23. K.S.A. 17-76,152 is hereby amended to read as follows:
2074-17-76,152. (a) A statutory public benefit limited liability company, at
2075-least annually, shall provide its members with a statement as to the
2076-limited liability company's promotion of the public benefit or public
2077-benefits set forth in its operating agreement and articles of organization
2078-and as to the best interests of those materially affected by the limited HOUSE BILL No. 2371—page 36
2079-liability company's conduct. The statement shall include:
2080-(1) The objectives that have been established to promote such
2081-public benefit or public benefits and interests;
3869+K.S.A. 2024 Supp. 17-76,149(a), and amendments thereto, have any duty
3870+to any person on account of any interest of such person in the public
3871+benefit or public benefits set forth in its operating agreement and articles
3872+of organization or on account of any interest materially affected by the
3873+limited liability company's conduct and, with respect to a decision
3874+implicating the balance requirement in subsection (a), will be deemed to
3875+satisfy such person's fiduciary duties to members and the limited liability
3876+company if such person's decision is both informed and disinterested and
3877+not such that no person of ordinary, sound judgment would approve.
3878+Sec. 23. K.S.A. 17-76,152 is hereby amended to read as follows: 17-
3879+76,152. (a) A statutory public benefit limited liability company, at least
3880+annually, shall provide its members with a statement as to the limited
3881+liability company's promotion of the public benefit or public benefits set
3882+forth in its operating agreement and articles of organization and as to the
3883+best interests of those materially affected by the limited liability company's
3884+conduct. The statement shall include:
3885+(1) The objectives that have been established to promote such public
3886+benefit or public benefits and interests;
20823887 (2) the standards that have been adopted to measure the limited
20833888 liability company's progress in promoting such public benefit or public
20843889 benefits and interests;
2085-(3) objective factual information based on those standards
2086-regarding the limited liability company's success in meeting the
2087-objectives for promoting such public benefit or public benefits and
2088-interests; and
3890+(3) objective factual information based on those standards regarding
3891+the limited liability company's success in meeting the objectives for
3892+promoting such public benefit or public benefits and interests; and
20893893 (4) an assessment of the limited liability company's success in
20903894 meeting the objectives and promoting such public benefit or public
20913895 benefits and interests.
2092-(b) A statutory public benefit limited liability company shall
2093-provide the statement in subsection (a) to its members at the time
2094-prescribed by K.S.A. 17-76,139, and amendments thereto, for the filing
2095-of the statutory public benefit limited liability company's annual report.
3896+(b) A statutory public benefit limited liability company shall provide
3897+the statement in subsection (a) to its members at the time prescribed by
3898+K.S.A. 17-76,139, and amendments thereto, for the filing of the statutory
3899+public benefit limited liability company's annual report.
20963900 (c) The statement described in subsection (a) shall be based on a
20973901 third-party standard. A "third-party standard" means a standard for
2098-defining, reporting and assessing promotion of the public benefit or
2099-public benefits identified in the statutory public benefit limited liability
3902+defining, reporting and assessing promotion of the public benefit or public
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3946+benefits identified in the statutory public benefit limited liability
21003947 company's operating agreement or articles of organization that: (1) Is
2101-developed by a person or entity that is independent of the statutory
2102-public benefit limited liability company; and (2) is transparent because
2103-the following information about the standard is publicly available: (A)
2104-The factors considered when measuring the performance of a business;
2105-(B) the relative weightings of those factors; and (C) the identity of the
2106-persons who developed the standard and who control changes to the
2107-standard and the process by which those changes are made. For
2108-purposes of this section, the term "independent" means having no
2109-material relationship with the statutory public benefit limited liability
2110-company or any of its members, managers, affiliates or other persons
2111-with authority to manage or direct the business and affairs of the
2112-statutory public benefit limited liability company.
2113-(d) A statutory public benefit limited liability company shall post
2114-its most recent statement described in subsection (a) on the public
2115-portion of its website, if any, concurrently with the delivery of such
2116-statement to its members under subsection (b). If a statutory public
2117-benefit limited liability company does not have a website, it shall
2118-provide a copy of such statement, without charge, to any person that
2119-requests a copy. Any compensation paid to any person and any other
2120-financial or proprietary information contained in the statement
2121-described in subsection (a) may be omitted from any statement that is
2122-publicly posted or provided to any person pursuant to this subsection,
2123-other than a statement provided to a member, manager or other person
2124-with authority to manage or direct the business and affairs of the
2125-statutory public benefit limited liability company.
3948+developed by a person or entity that is independent of the statutory public
3949+benefit limited liability company; and (2) is transparent because the
3950+following information about the standard is publicly available: (A) The
3951+factors considered when measuring the performance of a business; (B) the
3952+relative weightings of those factors; and (C) the identity of the persons
3953+who developed the standard and who control changes to the standard and
3954+the process by which those changes are made. For purposes of this section,
3955+the term "independent" means having no material relationship with the
3956+statutory public benefit limited liability company or any of its members,
3957+managers, affiliates or other persons with authority to manage or direct the
3958+business and affairs of the statutory public benefit limited liability
3959+company.
3960+(d) A statutory public benefit limited liability company shall post its
3961+most recent statement described in subsection (a) on the public portion of
3962+its website, if any, concurrently with the delivery of such statement to its
3963+members under subsection (b). If a statutory public benefit limited liability
3964+company does not have a website, it shall provide a copy of such
3965+statement, without charge, to any person that requests a copy. Any
3966+compensation paid to any person and any other financial or proprietary
3967+information contained in the statement described in subsection (a) may be
3968+omitted from any statement that is publicly posted or provided to any
3969+person pursuant to this subsection, other than a statement provided to a
3970+member, manager or other person with authority to manage or direct the
3971+business and affairs of the statutory public benefit limited liability
3972+company.
21263973 (e) The articles of organization or the operating agreement of a
21273974 statutory public benefit limited liability company may require that the
2128-statutory public benefit limited liability company obtain a periodic
2129-third-party certification addressing the statutory public benefit limited
2130-liability company's promotion of the public benefit or public benefits
2131-identified in the operating agreement or articles of organization or the
2132-best interests of those materially affected by the statutory public benefit
2133-limited liability company's conduct, or both.
2134-Sec. 24. K.S.A. 17-78-205 is hereby amended to read as follows:
2135-17-78-205. (a) A certificate of merger shall be signed on behalf of the
3975+statutory public benefit limited liability company obtain a periodic third-
3976+party certification addressing the statutory public benefit limited liability
3977+company's promotion of the public benefit or public benefits identified in
3978+the operating agreement or articles of organization or the best interests of
3979+those materially affected by the statutory public benefit limited liability
3980+company's conduct, or both.
3981+Sec. 24. K.S.A. 17-78-205 is hereby amended to read as follows: 17-
3982+78-205. (a) A certificate of merger shall be signed on behalf of the
21363983 surviving entity and filed with the secretary of state.
2137-(b) A certificate of merger shall contain: HOUSE BILL No. 2371—page 37
2138-(1) The name, jurisdiction of organization and type of each
2139-merging entity that is not the surviving entity;
3984+(b) A certificate of merger shall contain:
3985+(1) The name, jurisdiction of organization and type of each merging
3986+entity that is not the surviving entity;
21403987 (2) the name, jurisdiction of organization and type of the surviving
21413988 entity;
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21424032 (3) if the certificate of merger is not to be effective upon filing, the
2143-later date and time when it will become effective, which shall not be
2144-more than 90 days after the date of filing;
4033+later date and time when it will become effective, which shall not be more
4034+than 90 days after the date of filing;
21454035 (4) a statement that the merger was will be approved by each
21464036 domestic merging entity, if any, in accordance with K.S.A. 17-78-201
21474037 through 17-78-206, and amendments thereto, prior to the time that the
21484038 certificate of merger becomes effective or if not required to be approved
2149-under the circumstances stated in K.S.A. 17-78-203(c), and
2150-amendments thereto, a statement that the circumstances stated in
2151-K.S.A. 17-78-203(c), and amendments thereto, apply, and by each
2152-foreign merging entity, if any, in accordance with the law of its
2153-jurisdiction of organization;
2154-(5) if the surviving entity exists before the merger and is a
2155-domestic filing entity, any amendment to its public organic document
2156-approved as part of the agreement of merger, which may amend and
2157-restate its public organic document;
2158-(6) if the surviving entity is created by the merger and is a
2159-domestic filing entity, its public organic document, as an attachment;
2160-(7) if the surviving entity is created by the merger and is a
2161-domestic limited liability partnership, its statement of qualification, as
2162-an attachment; and
4039+under the circumstances stated in K.S.A. 17-78-203(c), and amendments
4040+thereto, a statement that the circumstances stated in K.S.A. 17-78-203(c),
4041+and amendments thereto, apply, and by each foreign merging entity, if any,
4042+in accordance with the law of its jurisdiction of organization;
4043+(5) if the surviving entity exists before the merger and is a domestic
4044+filing entity, any amendment to its public organic document approved as
4045+part of the agreement of merger, which may amend and restate its public
4046+organic document;
4047+(6) if the surviving entity is created by the merger and is a domestic
4048+filing entity, its public organic document, as an attachment;
4049+(7) if the surviving entity is created by the merger and is a domestic
4050+limited liability partnership, its statement of qualification, as an
4051+attachment; and
21634052 (8) if the surviving entity is a foreign entity that is not a qualified
21644053 foreign entity, a postal address to which the secretary of state may send
21654054 any process served on the secretary of state pursuant to K.S.A. 17-78-
21664055 206(e), and amendments thereto.
2167-(c) In addition to the requirements of subsection (b), a certificate
2168-of merger may contain any other provision not prohibited by law.
4056+(c) In addition to the requirements of subsection (b), a certificate of
4057+merger may contain any other provision not prohibited by law.
21694058 (d) If the surviving entity is a domestic entity, its name and any
2170-attached public organic document shall satisfy the requirements of the
2171-law of this state, except that it does not need to be signed and may omit
2172-any provision that is not required to be included in a restatement of the
2173-public organic document. If the surviving entity is a qualified foreign
2174-entity, its name shall satisfy the requirements of the law of this state.
4059+attached public organic document shall satisfy the requirements of the law
4060+of this state, except that it does not need to be signed and may omit any
4061+provision that is not required to be included in a restatement of the public
4062+organic document. If the surviving entity is a qualified foreign entity, its
4063+name shall satisfy the requirements of the law of this state.
21754064 (e) An agreement of merger that is signed on behalf of all of the
2176-merging entities, or under the circumstances stated in K.S.A. 17-78-
2177-203(c), and amendments thereto, only signed on behalf of the merging
2178-entity that owns at least 90% of the interest of a domestic corporation
2179-or corporations, and meets all of the requirements of subsection (b)
2180-may be filed with the secretary of state instead of a certificate of merger
2181-and upon filing has the same effect. If an agreement of merger is filed
2182-as provided in this subsection, references in this act to a certificate of
2183-merger refer to the agreement of merger filed under this subsection.
2184-(f) A certificate of merger becomes effective upon the date and
2185-time of filing or the later date and time specified in the certificate of
2186-merger.
2187-Sec. 25. K.S.A. 17-78-206 is hereby amended to read as follows:
2188-17-78-206. (a) When a merger becomes effective:
4065+merging entities, or under the circumstances stated in K.S.A. 17-78-203(c),
4066+and amendments thereto, only signed on behalf of the merging entity that
4067+owns at least 90% of the interest of a domestic corporation or corporations,
4068+and meets all of the requirements of subsection (b) may be filed with the
4069+secretary of state instead of a certificate of merger and upon filing has the
4070+same effect. If an agreement of merger is filed as provided in this
4071+subsection, references in this act to a certificate of merger refer to the
4072+agreement of merger filed under this subsection.
4073+(f) A certificate of merger becomes effective upon the date and time
4074+of filing or the later date and time specified in the certificate of merger.
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4118+Sec. 25. K.S.A. 17-78-206 is hereby amended to read as follows: 17-
4119+78-206. (a) When a merger becomes effective:
21894120 (1) The surviving entity continues or comes into existence;
2190-(2) each merging entity that is not the surviving entity ceases to
2191-exist;
4121+(2) each merging entity that is not the surviving entity ceases to exist;
21924122 (3) all property of each merging entity vests in the surviving entity
21934123 without assignment, reversion or impairment;
2194-(4) all liabilities of each merging entity are liabilities of the
2195-surviving entity;
2196-(5) except as otherwise provided by law other than this act or the HOUSE BILL No. 2371—page 38
2197-agreement of merger, all of the rights, privileges, immunities, powers
2198-and purposes of each merging entity vest in the surviving entity;
4124+(4) all liabilities of each merging entity are liabilities of the surviving
4125+entity;
4126+(5) except as otherwise provided by law other than this act or the
4127+agreement of merger, all of the rights, privileges, immunities, powers and
4128+purposes of each merging entity vest in the surviving entity;
21994129 (6) if the surviving entity exists before the merger:
2200-(A) All of its property continues to be vested in it without
2201-reversion or impairment;
4130+(A) All of its property continues to be vested in it without reversion
4131+or impairment;
22024132 (B) it remains subject to all of its liabilities; and
22034133 (C) all of its rights, privileges, immunities, powers and purposes
22044134 continue to be vested in it;
2205-(7) the name of the surviving entity may be substituted for the
2206-name of any merging entity that is a party to any pending action or
2207-proceeding;
4135+(7) the name of the surviving entity may be substituted for the name
4136+of any merging entity that is a party to any pending action or proceeding;
22084137 (8) if the surviving entity exists before the merger:
22094138 (A) Its public organic document, if any, is amended, and such
2210-amendment may amend and restate the public organic document
2211-entirely, as provided in the certificate of merger and is binding on its
2212-interest holders; and
4139+amendment may amend and restate the public organic document entirely,
4140+as provided in the certificate of merger and is binding on its interest
4141+holders; and
22134142 (B) its private organic rules that are to be in a record, if any, are
22144143 amended to the extent provided in the agreement of merger and are
22154144 binding on and enforceable by:
22164145 (i) Its interest holders; and
2217-(ii) in the case of a surviving entity that is not a corporation, any
2218-other person that is a party to an agreement that is part of the surviving
2219-entity's private organic rules;
4146+(ii) in the case of a surviving entity that is not a corporation, any other
4147+person that is a party to an agreement that is part of the surviving entity's
4148+private organic rules;
22204149 (9) if the surviving entity is created by the merger:
2221-(A) Its public organic document, if any, is effective and is binding
2222-on its interest holders; and
4150+(A) Its public organic document, if any, is effective and is binding on
4151+its interest holders; and
22234152 (B) its private organic rules are effective and are binding on and
22244153 enforceable by:
22254154 (i) Its interest holders; and
2226-(ii) in the case of a surviving entity that is not a corporation, any
2227-other person that was a party to an agreement that was part of the
2228-organic rules of a merging entity if that person has agreed to be a party
2229-to an agreement that is part of the surviving entity's private organic
2230-rules; and
4155+(ii) in the case of a surviving entity that is not a corporation, any other
4156+person that was a party to an agreement that was part of the organic rules
4157+of a merging entity if that person has agreed to be a party to an agreement
4158+that is part of the surviving entity's private organic rules; and
22314159 (10) the interests in each merging entity that are to be converted in
22324160 the merger are converted and the interest holders of those interests are
2233-entitled only to the rights provided to them under the agreement of
2234-merger and to any appraisal rights they have under K.S.A. 17-78-109,
2235-and amendments thereto, and the merging entity's organic law.
2236-(b) Except as otherwise provided in the organic law or organic
2237-rules of a merging entity, the merger does not give rise to any rights
2238-that an interest holder, governor or third party would otherwise have
2239-upon a dissolution, liquidation or winding-up of the merging entity.
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4204+entitled only to the rights provided to them under the agreement of merger
4205+and to any appraisal rights they have under K.S.A. 17-78-109, and
4206+amendments thereto, and the merging entity's organic law.
4207+(b) Except as otherwise provided in the organic law or organic rules
4208+of a merging entity, the merger does not give rise to any rights that an
4209+interest holder, governor or third party would otherwise have upon a
4210+dissolution, liquidation or winding-up of the merging entity.
22404211 (c) When a merger becomes effective, a person that did not have
2241-interest holder liability with respect to any of the merging entities and
2242-that becomes subject to interest holder liability with respect to a
2243-domestic entity as a result of a merger has interest holder liability only
2244-to the extent provided by the organic law of the entity and only for
2245-those liabilities that arise after the merger becomes effective.
2246-(d) When a merger becomes effective, the interest holder liability
2247-of a person that ceases to hold an interest in a domestic merging entity
2248-with respect to which the person had interest holder liability is as
2249-follows:
2250-(1) The merger does not discharge any interest holder liability
2251-under the organic law of the domestic merging entity to the extent the
2252-interest holder liability arose before the merger became effective;
2253-(2) the person does not have interest holder liability under the
2254-organic law of the domestic merging entity for any liability that arises
2255-after the merger becomes effective; HOUSE BILL No. 2371—page 39
2256-(3) the organic law of the domestic merging entity continues to
2257-apply to the release, collection or discharge of any interest holder
2258-liability preserved under paragraph (1) as if the merger had not
2259-occurred and the surviving entity were the domestic merging entity;
2260-and
4212+interest holder liability with respect to any of the merging entities and that
4213+becomes subject to interest holder liability with respect to a domestic
4214+entity as a result of a merger has interest holder liability only to the extent
4215+provided by the organic law of the entity and only for those liabilities that
4216+arise after the merger becomes effective.
4217+(d) When a merger becomes effective, the interest holder liability of a
4218+person that ceases to hold an interest in a domestic merging entity with
4219+respect to which the person had interest holder liability is as follows:
4220+(1) The merger does not discharge any interest holder liability under
4221+the organic law of the domestic merging entity to the extent the interest
4222+holder liability arose before the merger became effective;
4223+(2) the person does not have interest holder liability under the organic
4224+law of the domestic merging entity for any liability that arises after the
4225+merger becomes effective;
4226+(3) the organic law of the domestic merging entity continues to apply
4227+to the release, collection or discharge of any interest holder liability
4228+preserved under paragraph (1) as if the merger had not occurred and the
4229+surviving entity were the domestic merging entity; and
22614230 (4) the person has whatever rights of contribution from any other
2262-person as are provided by the organic law or organic rules of the
2263-domestic merging entity with respect to any interest holder liability
2264-preserved under paragraph (1) as if the merger had not occurred.
4231+person as are provided by the organic law or organic rules of the domestic
4232+merging entity with respect to any interest holder liability preserved under
4233+paragraph (1) as if the merger had not occurred.
22654234 (e) When a merger becomes effective, a foreign entity that is the
22664235 surviving entity:
22674236 (1) May be served with process in this state for the collection and
22684237 enforcement of any liabilities of a domestic merging entity; and
22694238 (2) irrevocably appoints the secretary of state as its agent to accept
2270-service of process in any such suit or other proceeding. Service of
2271-process shall be made on the foreign entity pursuant to K.S.A. 60-304,
2272-and amendments thereto.
2273-(f) When a merger becomes effective, the certificate of authority
2274-or other foreign qualification of any foreign merging entity that is not
2275-the surviving entity is canceled.
2276-Sec. 26. K.S.A. 17-78-305 is hereby amended to read as follows:
2277-17-78-305. (a) A certificate of interest exchange shall be signed on
2278-behalf of a domestic acquired entity and filed with the secretary of
2279-state.
4239+service of process in any such suit or other proceeding. Service of process
4240+shall be made on the foreign entity pursuant to K.S.A. 60-304, and
4241+amendments thereto.
4242+(f) When a merger becomes effective, the certificate of authority or
4243+other foreign qualification of any foreign merging entity that is not the
4244+surviving entity is canceled.
4245+Sec. 26. K.S.A. 17-78-305 is hereby amended to read as follows: 17-
4246+78-305. (a) A certificate of interest exchange shall be signed on behalf of a
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4289+43 HB 2371 51
4290+domestic acquired entity and filed with the secretary of state.
22804291 (b) A certificate of interest exchange must contain:
22814292 (1) The name and type of the acquired entity;
22824293 (2) the name, jurisdiction of organization and type of the acquiring
22834294 entity;
22844295 (3) if the certificate of interest exchange is not to be effective upon
22854296 filing, the later date and time on which it will become effective, which
22864297 may not be more than 90 days after the date of filing;
22874298 (4) a statement that the agreement of interest exchange was will be
22884299 approved by the acquired entity in accordance with K.S.A. 17-78-301
22894300 through 17-78-306, and amendments thereto, prior to the time that the
22904301 certificate of interest exchange becomes effective; and
2291-(5) any amendments to the acquired entity's public organic
2292-document approved as part of the agreement of interest exchange.
2293-(c) In addition to the requirements of subsection (b), a certificate
2294-of interest exchange may contain any other provision not prohibited by
2295-law.
4302+(5) any amendments to the acquired entity's public organic document
4303+approved as part of the agreement of interest exchange.
4304+(c) In addition to the requirements of subsection (b), a certificate of
4305+interest exchange may contain any other provision not prohibited by law.
22964306 (d) An agreement of interest exchange that is signed on behalf of a
2297-domestic acquired entity and meets all of the requirements of
2298-subsection (b) may be filed with the secretary of state instead of a
2299-certificate of interest exchange and upon filing has the same effect. If
2300-an agreement of interest exchange is filed as provided in this
2301-subsection, references in this act to a certificate of interest exchange
2302-refer to the agreement of interest exchange filed under this subsection.
2303-(e) A certificate of interest exchange becomes effective upon the
2304-date and time of filing or the later date and time specified in the
2305-certificate of interest exchange.
2306-Sec. 27. K.S.A. 17-78-306 is hereby amended to read as follows:
2307-17-78-306. (a) When an interest exchange becomes effective:
4307+domestic acquired entity and meets all of the requirements of subsection
4308+(b) may be filed with the secretary of state instead of a certificate of
4309+interest exchange and upon filing has the same effect. If an agreement of
4310+interest exchange is filed as provided in this subsection, references in this
4311+act to a certificate of interest exchange refer to the agreement of interest
4312+exchange filed under this subsection.
4313+(e) A certificate of interest exchange becomes effective upon the date
4314+and time of filing or the later date and time specified in the certificate of
4315+interest exchange.
4316+Sec. 27. K.S.A. 17-78-306 is hereby amended to read as follows: 17-
4317+78-306. (a) When an interest exchange becomes effective:
23084318 (1) The interests in the acquired entity that are the subject of the
23094319 interest exchange cease to exist or are converted or exchanged and the
2310-interest holders of those interests are entitled only to the rights provided
2311-to them under the agreement of interest exchange and to any appraisal
2312-rights they have under K.S.A. 17-78-109, and amendments thereto, and
2313-the acquired entity's organic law;
2314-(2) the acquiring entity becomes the interest holder of the interests HOUSE BILL No. 2371—page 40
2315-in the acquired entity stated in the agreement of interest exchange to be
4320+interest holders of those interests are entitled only to the rights provided to
4321+them under the agreement of interest exchange and to any appraisal rights
4322+they have under K.S.A. 17-78-109, and amendments thereto, and the
4323+acquired entity's organic law;
4324+(2) the acquiring entity becomes the interest holder of the interests in
4325+the acquired entity stated in the agreement of interest exchange to be
23164326 acquired by the acquiring entity;
23174327 (3) the public organic document, if any, of the acquired entity is
2318-amended, and such amendment may amend and restate the public
2319-organic document in its entirety, as provided in the certificate of
2320-interest exchange and is binding on its interest holders; and
2321-(4) the private organic rules of the acquired entity that are to be in
2322-a record, if any, are amended to the extent provided in the agreement of
4328+amended, and such amendment may amend and restate the public organic
4329+document in its entirety, as provided in the certificate of interest exchange
4330+and is binding on its interest holders; and
4331+(4) the private organic rules of the acquired entity that are to be in a
4332+record, if any, are amended to the extent provided in the agreement of
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4375+43 HB 2371 52
23234376 interest exchange and are binding on and enforceable by:
23244377 (A) Its interest holders; and
23254378 (B) in the case of an acquired entity that is not a corporation, any
23264379 other person that is a party to an agreement that is part of the acquired
23274380 entity's private organic rules.
2328-(b) Except as otherwise provided in the organic law or organic
2329-rules of the acquired entity, the interest exchange does not give rise to
2330-any rights that an interest holder, governor or third party would
2331-otherwise have upon a dissolution, liquidation or winding-up of the
2332-acquired entity.
2333-(c) When an interest exchange becomes effective, a person that
2334-did not have interest holder liability with respect to the acquired entity
2335-and that becomes subject to interest holder liability with respect to a
2336-domestic entity as a result of the interest exchange has interest holder
2337-liability only to the extent provided by the organic law of the entity and
2338-only for those liabilities that arise after the interest exchange becomes
2339-effective.
2340-(d) When an interest exchange becomes effective, the interest
2341-holder liability of a person that ceases to hold an interest in a domestic
2342-acquired entity with respect to which the person had interest holder
2343-liability is as follows:
4381+(b) Except as otherwise provided in the organic law or organic rules
4382+of the acquired entity, the interest exchange does not give rise to any rights
4383+that an interest holder, governor or third party would otherwise have upon
4384+a dissolution, liquidation or winding-up of the acquired entity.
4385+(c) When an interest exchange becomes effective, a person that did
4386+not have interest holder liability with respect to the acquired entity and that
4387+becomes subject to interest holder liability with respect to a domestic
4388+entity as a result of the interest exchange has interest holder liability only
4389+to the extent provided by the organic law of the entity and only for those
4390+liabilities that arise after the interest exchange becomes effective.
4391+(d) When an interest exchange becomes effective, the interest holder
4392+liability of a person that ceases to hold an interest in a domestic acquired
4393+entity with respect to which the person had interest holder liability is as
4394+follows:
23444395 (1) The interest exchange does not discharge any interest holder
2345-liability under the organic law of the domestic acquired entity to the
2346-extent the interest holder liability arose before the interest exchange
2347-became effective;
2348-(2) the person does not have interest holder liability under the
2349-organic law of the domestic acquired entity for any liability that arises
2350-after the interest exchange becomes effective;
2351-(3) the organic law of the domestic acquired entity continues to
2352-apply to the release, collection or discharge of any interest holder
2353-liability preserved under paragraph (1) as if the interest exchange had
2354-not occurred; and
4396+liability under the organic law of the domestic acquired entity to the extent
4397+the interest holder liability arose before the interest exchange became
4398+effective;
4399+(2) the person does not have interest holder liability under the organic
4400+law of the domestic acquired entity for any liability that arises after the
4401+interest exchange becomes effective;
4402+(3) the organic law of the domestic acquired entity continues to apply
4403+to the release, collection or discharge of any interest holder liability
4404+preserved under paragraph (1) as if the interest exchange had not occurred;
4405+and
23554406 (4) the person has whatever rights of contribution from any other
2356-person as are provided by the organic law or organic rules of the
2357-domestic acquired entity with respect to any interest holder liability
2358-preserved under paragraph (1) as if the interest exchange had not
2359-occurred.
2360-Sec. 28. K.S.A. 17-78-405 is hereby amended to read as follows:
2361-17-78-405. (a) A certificate of conversion shall be signed on behalf of
2362-the converting entity and filed with the secretary of state.
4407+person as are provided by the organic law or organic rules of the domestic
4408+acquired entity with respect to any interest holder liability preserved under
4409+paragraph (1) as if the interest exchange had not occurred.
4410+Sec. 28. K.S.A. 17-78-405 is hereby amended to read as follows: 17-
4411+78-405. (a) A certificate of conversion shall be signed on behalf of the
4412+converting entity and filed with the secretary of state.
23634413 (b) A certificate of conversion shall contain:
2364-(1) The name, jurisdiction of organization and type of the
2365-converting entity;
2366-(2) the name, jurisdiction of organization and type of the
2367-converted entity;
2368-(3) if the certificate of conversion is not to be effective upon
2369-filing, the later date and time on which it will become effective, which
2370-may not be more than 90 days after the date of filing;
4414+(1) The name, jurisdiction of organization and type of the converting
4415+entity;
4416+(2) the name, jurisdiction of organization and type of the converted
4417+entity;
4418+(3) if the certificate of conversion is not to be effective upon filing,
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4461+43 HB 2371 53
4462+the later date and time on which it will become effective, which may not
4463+be more than 90 days after the date of filing;
23714464 (4) if the converting entity is a domestic entity, a statement that the
2372-agreement of conversion was will be approved in accordance with
2373-K.S.A. 17-78-401 through 17-78-406, and amendments thereto, prior HOUSE BILL No. 2371—page 41
2374-to the time that the certificate of conversion becomes effective or, if the
2375-converting entity is a foreign entity, a statement that the conversion was
2376-approved by the foreign converting entity in accordance with the law of
2377-its jurisdiction of organization;
4465+agreement of conversion was will be approved in accordance with K.S.A.
4466+17-78-401 through 17-78-406, and amendments thereto, prior to the time
4467+that the certificate of conversion becomes effective or, if the converting
4468+entity is a foreign entity, a statement that the conversion was approved by
4469+the foreign converting entity in accordance with the law of its jurisdiction
4470+of organization;
23784471 (5) if the converted entity is a domestic filing entity, the text of its
23794472 public organic document, as an attachment;
2380-(6) if the converted entity is a domestic limited liability
2381-partnership, the text of its statement of qualification, as an attachment;
2382-and
4473+(6) if the converted entity is a domestic limited liability partnership,
4474+the text of its statement of qualification, as an attachment; and
23834475 (7) if the converted entity is a foreign entity, a mailing address to
2384-which the secretary of state may send any process served on the
2385-secretary of state pursuant to subsection (e) of K.S.A. 17-78-406, and
2386-amendments thereto.
2387-(c) In addition to the requirements of subsection (b), a certificate
2388-of conversion may contain any other provision not prohibited by law.
4476+which the secretary of state may send any process served on the secretary
4477+of state pursuant to subsection (e) of K.S.A. 17-78-406, and amendments
4478+thereto.
4479+(c) In addition to the requirements of subsection (b), a certificate of
4480+conversion may contain any other provision not prohibited by law.
23894481 (d) If the converted entity is a domestic entity, its name and public
2390-organic document, if any, must shall satisfy the requirements of the law
2391-of this state, except that it does not need to be signed and may omit any
2392-provision that is not required to be included in a restatement of the
2393-public organic document.
2394-(e) An agreement of conversion that is signed on behalf of a
2395-domestic converting entity and meets all of the requirements of
2396-subsection (b) may be filed with the secretary of state instead of a
2397-certificate of conversion and upon filing has the same effect. If an
2398-agreement of conversion is filed as provided in this subsection,
2399-references in this act to a certificate of conversion refer to the
2400-agreement of conversion filed under this subsection.
4482+organic document, if any, must shall satisfy the requirements of the law of
4483+this state, except that it does not need to be signed and may omit any
4484+provision that is not required to be included in a restatement of the public
4485+organic document.
4486+(e) An agreement of conversion that is signed on behalf of a domestic
4487+converting entity and meets all of the requirements of subsection (b) may
4488+be filed with the secretary of state instead of a certificate of conversion and
4489+upon filing has the same effect. If an agreement of conversion is filed as
4490+provided in this subsection, references in this act to a certificate of
4491+conversion refer to the agreement of conversion filed under this
4492+subsection.
24014493 (f) A certificate of conversion becomes effective upon the date and
24024494 time of filing or the later date and time specified in the certificate of
24034495 conversion.
2404-Sec. 29. K.S.A. 17-78-505 is hereby amended to read as follows:
2405-17-78-505. (a) A certificate of domestication shall be signed on behalf
2406-of the domesticating entity and filed with the secretary of state.
4496+Sec. 29. K.S.A. 17-78-505 is hereby amended to read as follows: 17-
4497+78-505. (a) A certificate of domestication shall be signed on behalf of the
4498+domesticating entity and filed with the secretary of state.
24074499 (b) A certificate of domestication shall contain:
24084500 (1) The name, jurisdiction of organization and type of the
24094501 domesticating entity;
24104502 (2) the name and jurisdiction of organization of the domesticated
24114503 entity;
2412-(3) if the certificate of domestication is not to be effective upon
2413-filing, the later date and time on which it will become effective, which
2414-may not be more than 90 days after the date of filing;
4504+(3) if the certificate of domestication is not to be effective upon filing,
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4548+the later date and time on which it will become effective, which may not
4549+be more than 90 days after the date of filing;
24154550 (4) if the domesticating entity is a domestic entity, a statement that
2416-the agreement of domestication was will be approved in accordance
2417-with K.S.A. 17-78-501 through 17-78-506, and amendments thereto,
2418-prior to the time that the certificate of domestication becomes effective
2419-or, if the domesticating entity is a foreign entity, a statement that the
2420-domestication was approved in accordance with the law of its
2421-jurisdiction of organization;
4551+the agreement of domestication was will be approved in accordance with
4552+K.S.A. 17-78-501 through 17-78-506, and amendments thereto, prior to
4553+the time that the certificate of domestication becomes effective or, if the
4554+domesticating entity is a foreign entity, a statement that the domestication
4555+was approved in accordance with the law of its jurisdiction of
4556+organization;
24224557 (5) if the domesticated entity is a domestic filing entity, its public
24234558 organic document, as an attachment;
24244559 (6) if the domesticated entity is a domestic limited liability
24254560 partnership, its statement of qualification, as an attachment; and
2426-(7) if the domesticated entity is a foreign entity, a mailing address
2427-to which the secretary of state may send any process served on the
2428-secretary of state pursuant to subsection (e) of K.S.A. 17-78-506, and
2429-amendments thereto.
2430-(c) In addition to the requirements of subsection (b), a certificate
2431-of domestication may contain any other provision not prohibited by
2432-law. HOUSE BILL No. 2371—page 42
2433-(d) If the domesticated entity is a domestic entity, its name and
2434-public organic document, if any, must satisfy the requirements of the
2435-law of this state, except that it does not need to be signed and may omit
2436-any provision that is not required to be included in a restatement of the
2437-public organic document.
4561+(7) if the domesticated entity is a foreign entity, a mailing address to
4562+which the secretary of state may send any process served on the secretary
4563+of state pursuant to subsection (e) of K.S.A. 17-78-506, and amendments
4564+thereto.
4565+(c) In addition to the requirements of subsection (b), a certificate of
4566+domestication may contain any other provision not prohibited by law.
4567+(d) If the domesticated entity is a domestic entity, its name and public
4568+organic document, if any, must satisfy the requirements of the law of this
4569+state, except that it does not need to be signed and may omit any provision
4570+that is not required to be included in a restatement of the public organic
4571+document.
24384572 (e) An agreement of domestication that is signed on behalf of a
24394573 domesticating domestic entity and meets all of the requirements of
24404574 subsection (b) may be filed with the secretary of state instead of a
24414575 certificate of domestication and upon filing has the same effect. If an
24424576 agreement of domestication is filed as provided in this subsection,
24434577 references in this act to a certificate of domestication refer to the
24444578 agreement of domestication filed under this subsection.
2445-(f) A certificate of domestication becomes effective upon the date
2446-and time of filing or the later date and time specified in the certificate
2447-of domestication.
4579+(f) A certificate of domestication becomes effective upon the date and
4580+time of filing or the later date and time specified in the certificate of
4581+domestication.
24484582 Sec. 30. K.S.A. 17-7904 is hereby amended to read as follows: 17-
2449-7904. The following documents related to limited liability companies
2450-shall be filed with the secretary of state:
2451-(a) Articles of organization as set forth in K.S.A. 17-7673 and
2452-K.S.A. 17-7673a, and amendments thereto;
2453-(b) professional articles of organization as set forth in K.S.A. 17-
2454-7673 and K.S.A. 17-7673a, and amendments thereto;
4583+7904. The following documents related to limited liability companies shall
4584+be filed with the secretary of state:
4585+(a) Articles of organization as set forth in K.S.A. 17-7673 and K.S.A.
4586+17-7673a, and amendments thereto;
4587+(b) professional articles of organization as set forth in K.S.A. 17-7673
4588+and K.S.A. 17-7673a, and amendments thereto;
24554589 (c) series limited liability company articles of organization as set
24564590 forth in K.S.A. 17-76,143, and amendments thereto;
2457-(d) foreign limited liability company application for authority as
2458-set forth in K.S.A. 17-7931, and amendments thereto;
2459-(e) foreign series limited liability company application for
2460-admission to transact business as set forth in K.S.A. 17-76,143 and 17-
2461-7931, and amendments thereto;
2462-(f) business entity information report as set forth in K.S.A. 17-
2463-76,139, and amendments thereto;
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4634+(d) foreign limited liability company application for authority as set
4635+forth in K.S.A. 17-7931, and amendments thereto;
4636+(e) foreign series limited liability company application for admission
4637+to transact business as set forth in K.S.A. 17-76,143 and 17-7931, and
4638+amendments thereto;
4639+(f) business entity information report as set forth in K.S.A. 17-76,139,
4640+and amendments thereto;
24644641 (g) certificate of amendment as set forth in K.S.A. 17-7674 and
24654642 K.S.A. 17-7674a and 17-76,143, and amendments thereto;
24664643 (h) restated articles of organization as set forth in K.S.A. 17-7680,
24674644 and amendments thereto;
2468-(i) series certificate of designation as set forth in K.S.A. 17-
2469-76,143, and amendments thereto;
2470-(j) certificate of amendment or termination to certificate of merger
2471-or consolidation as set forth in K.S.A. 17-7681 or K.S.A. 17-76,143a,
4645+(i) series certificate of designation as set forth in K.S.A. 17-76,143,
24724646 and amendments thereto;
4647+(j) certificate of amendment or termination to certificate of merger or
4648+consolidation as set forth in K.S.A. 17-7681 or K.S.A. 17-76,143a, and
4649+amendments thereto;
24734650 (k) certificate of correction as set forth in K.S.A. 17-7912, and
24744651 amendments thereto;
2475-(l) foreign certificate of correction as set forth in K.S.A. 17-7912,
2476-and amendments thereto;
2477-(m) change of registered office or resident agent as set forth in
2478-K.S.A. 17-7926, 17-7927, 17-7928 and 17-7929, and amendments
2479-thereto;
4652+(l) foreign certificate of correction as set forth in K.S.A. 17-7912, and
4653+amendments thereto;
4654+(m) change of registered office or resident agent as set forth in K.S.A.
4655+17-7926, 17-7927, 17-7928 and 17-7929, and amendments thereto;
24804656 (n) mergers or consolidations as set forth in K.S.A. 17-7681 or
24814657 K.S.A. 17-76,143a, and amendments thereto;
2482-(o) reinstatement as set forth in K.S.A. 17-76,139 or K.S.A. 17-
2483-76-147, and amendments thereto;
2484-(p) certificate of cancellation as set forth in K.S.A. 17-7675 or
2485-K.S.A. 17-76,143, and amendments thereto;
2486-(q) foreign cancellation of registration as set forth in K.S.A. 17-
2487-7936, and amendments thereto; and
4658+(o) reinstatement as set forth in K.S.A. 17-76,139 or K.S.A. 17-76-
4659+147, and amendments thereto;
4660+(p) certificate of cancellation as set forth in K.S.A. 17-7675 or K.S.A.
4661+17-76,143, and amendments thereto;
4662+(q) foreign cancellation of registration as set forth in K.S.A. 17-7936,
4663+and amendments thereto; and
24884664 (r) certificate of division as set forth in K.S.A. 17-7685a, and
24894665 amendments thereto;
2490-(s) certificate of amendment to certificate of designation as set
2491-forth in K.S.A. 17-7685a, and amendments thereto; and HOUSE BILL No. 2371—page 43
4666+(s) certificate of amendment to certificate of designation as set forth
4667+in K.S.A. 17-7685a, and amendments thereto; and
24924668 (t) certificate of merger or consolidation of series as set forth in
24934669 K.S.A. 17-76,143a, and amendments thereto.
24944670 Sec. 31. K.S.A. 17-7925 is hereby amended to read as follows: 17-
24954671 7925. (a) Every covered entity shall have and maintain in this state a
24964672 resident agent, which agent may be either:
24974673 (1) The covered entity itself;
24984674 (2) an individual resident in this state;
2499-(3) a domestic corporation, a domestic limited partnership, a
2500-domestic limited liability partnership, a domestic limited liability
2501-company or a domestic business trust; or
4675+(3) a domestic corporation, a domestic limited partnership, a domestic
4676+limited liability partnership, a domestic limited liability company or a
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4720+domestic business trust; or
25024721 (4) a foreign corporation, a foreign limited partnership, a foreign
25034722 limited liability partnership, a foreign limited liability company or a
25044723 foreign business trust.
25054724 (b) Every resident agent for a covered entity shall:
2506-(1) If a domestic entity, be in good standing and maintain a
2507-business office identical with the registered office which that is
2508-generally open, or if an individual, be generally present at a designated
2509-location in this state at sufficiently frequent times to accept service of
2510-process and otherwise perform the functions of a resident agent;
2511-(2) if a foreign entity, be authorized to transact business in this
2512-state;
4725+(1) If a domestic entity, be in good standing and maintain a business
4726+office identical with the registered office which that is generally open, or if
4727+an individual, be generally present at a designated location in this state at
4728+sufficiently frequent times to accept service of process and otherwise
4729+perform the functions of a resident agent;
4730+(2) if a foreign entity, be authorized to transact business in this state;
25134731 (3) accept service of process and other communications directed to
25144732 the covered entity for which it serves as resident agent and forward the
25154733 same to the covered entity to which the service or communication is
25164734 directed; and
25174735 (4) forward to the covered entity for which it serves as a resident
25184736 agent documents sent by the secretary of state.
25194737 (c) Unless the context otherwise requires, whenever the term
25204738 "resident agent" or "registered agent" or "resident agent in charge of a
25214739 (applicable covered entity's) principal office or place of business in this
2522-state," or other term of like import which that refers to a covered
2523-entity's agent required by statute to be located in this state, is or has
2524-been used in a covered entity's public organic documents, or in any
2525-other document, or in any statute, it shall be deemed to mean and refer
2526-to the covered entity's resident agent required by this section, and it
2527-shall not be necessary for any covered entity to amend its public
2528-organic documents, or any other document, to comply with this section.
4740+state," or other term of like import which that refers to a covered entity's
4741+agent required by statute to be located in this state, is or has been used in a
4742+covered entity's public organic documents, or in any other document, or in
4743+any statute, it shall be deemed to mean and refer to the covered entity's
4744+resident agent required by this section, and it shall not be necessary for any
4745+covered entity to amend its public organic documents, or any other
4746+document, to comply with this section.
25294747 Sec. 32. K.S.A. 17-7927 is hereby amended to read as follows: 17-
2530-7927. (a) A resident agent may change the address of the registered
2531-office of any covered entities for which such agent is resident agent to
2532-another address in this state by paying a fee if authorized by law, as
2533-provided by K.S.A. 17-7910, and amendments thereto, and filing with
2534-the secretary of state a certificate, executed by such resident agent,
2535-setting forth the names of all the covered entities represented by such
2536-resident agent, and the address at which such resident agent has
2537-maintained the registered office for each of such covered entities, and
2538-further certifying to the new address to which each such registered
2539-office will be changed on a given day, and at which new address such
2540-resident agent will thereafter maintain the registered office for each of
2541-the covered entities recited in the certificate. Thereafter, or until further
2542-change of address, as authorized by law, the registered office in this
2543-state of each of the covered entities for which it is a resident agent shall
2544-be located at the new address of the resident agent thereof as given in
2545-the certificate.
4748+7927. (a) A resident agent may change the address of the registered office
4749+of any covered entities for which such agent is resident agent to another
4750+address in this state by paying a fee if authorized by law, as provided by
4751+K.S.A. 17-7910, and amendments thereto, and filing with the secretary of
4752+state a certificate, executed by such resident agent, setting forth the names
4753+of all the covered entities represented by such resident agent, and the
4754+address at which such resident agent has maintained the registered office
4755+for each of such covered entities, and further certifying to the new address
4756+to which each such registered office will be changed on a given day, and at
4757+which new address such resident agent will thereafter maintain the
4758+registered office for each of the covered entities recited in the certificate.
4759+Thereafter, or until further change of address, as authorized by law, the
4760+registered office in this state of each of the covered entities for which it is
4761+a resident agent shall be located at the new address of the resident agent
4762+thereof as given in the certificate.
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25464806 (b) Whenever the location of a resident agent's office is moved to
25474807 another room or suite within the same structure and such change is
25484808 reported in writing to the secretary of state, no fee shall be charged for
2549-recording such change on the appropriate records on file with the
2550-secretary of state. HOUSE BILL No. 2371—page 44
2551-(c) In the event of a change of name of any person or entity acting
2552-as resident agent in this state, such resident agent shall pay a fee if
2553-authorized by law, as provided by K.S.A. 17-7910, and amendments
2554-thereto, and file with the secretary of state a certificate, executed by
2555-such resident agent, setting forth the new name of such resident agent,
2556-the name of such resident agent before it was changed, the names of all
2557-the covered entities represented by such resident agent, and the address
2558-at which such resident agent has maintained the registered office for
2559-each of such covered entities. A change of name of any person or entity
2560-acting as a resident agent as a result of the following shall be deemed a
2561-change of name for purposes of this section:
4809+recording such change on the appropriate records on file with the secretary
4810+of state.
4811+(c) In the event of a change of name of any person or entity acting as
4812+resident agent in this state, such resident agent shall pay a fee if authorized
4813+by law, as provided by K.S.A. 17-7910, and amendments thereto, and file
4814+with the secretary of state a certificate, executed by such resident agent,
4815+setting forth the new name of such resident agent, the name of such
4816+resident agent before it was changed, the names of all the covered entities
4817+represented by such resident agent, and the address at which such resident
4818+agent has maintained the registered office for each of such covered
4819+entities. A change of name of any person or entity acting as a resident
4820+agent as a result of the following shall be deemed a change of name for
4821+purposes of this section:
25624822 (1) A merger or consolidation of the resident agent, with or into
2563-another entity which that succeeds to its assets by operation of law,
2564-shall be deemed a change of name for purposes of this section;
4823+another entity which that succeeds to its assets by operation of law, shall
4824+be deemed a change of name for purposes of this section;
25654825 (2) the conversion of the resident agent into another person; or
25664826 (3) a division of the resident agent in which an identified resulting
25674827 person succeeds to all of the assets and liabilities of the resident agent
2568-related to its resident agent business pursuant to the plan of division,
2569-as set forth in the certificate of division.
4828+related to its resident agent business pursuant to the plan of division, as
4829+set forth in the certificate of division.
25704830 (d) In the event of both a change of name of any person or entity
25714831 acting as resident agent for any covered entity and a change of address,
25724832 such resident agent shall pay a fee if authorized by law, as provided by
25734833 K.S.A. 17-7910, and amendments thereto, and file with the secretary of
25744834 state a certificate, executed by such resident agent, setting forth the new
2575-name of such resident agent, the name of such resident agent before it
2576-was changed, the names of all the covered entities represented by such
2577-resident agent and the address at which such resident agent has
2578-maintained the registered office for each such covered entity, and
2579-further certifying to the new address to which each such registered
2580-office will be changed on a given day, and at which new address such
2581-resident agent will thereafter maintain the registered office for each of
2582-the covered entities recited in the certificate. Upon the filing of such
2583-certificate, and thereafter, or until further change of address or change
2584-of name, as authorized by law, the registered office in this state of each
2585-of the covered entities recited in the certificate shall be located at the
2586-new address of the resident agent as given in the certificate and the
2587-change of name shall be effective.
4835+name of such resident agent, the name of such resident agent before it was
4836+changed, the names of all the covered entities represented by such resident
4837+agent and the address at which such resident agent has maintained the
4838+registered office for each such covered entity, and further certifying to the
4839+new address to which each such registered office will be changed on a
4840+given day, and at which new address such resident agent will thereafter
4841+maintain the registered office for each of the covered entities recited in the
4842+certificate. Upon the filing of such certificate, and thereafter, or until
4843+further change of address or change of name, as authorized by law, the
4844+registered office in this state of each of the covered entities recited in the
4845+certificate shall be located at the new address of the resident agent as given
4846+in the certificate and the change of name shall be effective.
25884847 Sec. 33. K.S.A. 17-7929 is hereby amended to read as follows: 17-
2589-7929. (a) The resident agent of a covered entity, including a resident
2590-agent that no longer qualifies to be a resident agent under K.S.A. 17-
2591-7925, and amendments thereto, may resign without appointing a
2592-successor by paying a fee if authorized by law, as provided by K.S.A.
2593-17-7910, and amendments thereto, and filing a certificate of
2594-resignation, with the secretary of state stating that the resident agent
2595-resigns as resident agent for the covered entity or entities identified in
2596-the certificate, but such resignation shall not become effective until 30
2597-days after the certificate is filed. The certificate shall be executed by the
2598-resident agent, shall contain a statement that written notice of
2599-resignation was given to each affected the covered entity at least 30
2600-days prior to the filing of the certificate by mailing or delivering such
2601-notice to the covered entity at its address last known to the resident
2602-agent and shall set forth the date of such notice. The certificate shall
2603-also include the postal address and name and contact information of an
2604-officer, director, employee or designated agent who is then authorized
2605-to receive communications from the resident agent with respect to the
2606-affected covered entities last known to the resident agent, and such
2607-information shall not be deemed public information and will not
2608-constitute a public record as defined in K.S.A. 45-217, and
2609-amendments thereto. HOUSE BILL No. 2371—page 45
2610-(b) After receipt of the notice of the resignation of its resident
2611-agent, provided for in subsection (a), any covered entity for which such
2612-resident agent was acting shall obtain and designate a new resident
2613-agent to take the place of the resident agent so resigning. Such covered
2614-entity shall pay a fee if authorized by law, as provided by K.S.A. 17-
2615-7910, and amendments thereto, and file with the secretary of state a
2616-certificate setting forth the name and postal address of the successor
2617-resident agent. Upon such filing, the successor resident agent shall
2618-become the resident agent of such covered entity and the successor
2619-resident agent's postal address, as stated in such certificate, shall
2620-become the postal address of the covered entity's registered office in
2621-this state. If such covered entity fails to obtain and designate a new
2622-resident agent as aforesaid, prior to the expiration of the period of 60
2623-days after the filing by the resident agent of the certificate of
4848+7929. (a) The resident agent of a covered entity, including a resident agent
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4891+43 HB 2371 58
4892+that no longer qualifies to be a resident agent under K.S.A. 17-7925, and
4893+amendments thereto, may resign without appointing a successor by paying
4894+a fee if authorized by law, as provided by K.S.A. 17-7910, and
4895+amendments thereto, and filing a certificate of resignation, with the
4896+secretary of state stating that the resident agent resigns as resident agent
4897+for the covered entity or entities identified in the certificate, but such
4898+resignation shall not become effective until 30 days after the certificate is
4899+filed. The certificate shall be executed by the resident agent, shall contain a
4900+statement that written notice of resignation was given to each affected the
4901+covered entity at least 30 days prior to the filing of the certificate by
4902+mailing or delivering such notice to the covered entity at its address last
4903+known to the resident agent and shall set forth the date of such notice. The
4904+certificate shall also include the postal address and name and contact
4905+information of an officer, director, employee or designated agent who is
4906+then authorized to receive communications from the resident agent with
4907+respect to the affected covered entities last known to the resident agent,
4908+and such information shall not be deemed public information and will not
4909+constitute a public record as defined in K.S.A. 45-217, and amendments
4910+thereto.
4911+(b) After receipt of the notice of the resignation of its resident agent,
4912+provided for in subsection (a), any covered entity for which such resident
4913+agent was acting shall obtain and designate a new resident agent to take
4914+the place of the resident agent so resigning. Such covered entity shall pay a
4915+fee if authorized by law, as provided by K.S.A. 17-7910, and amendments
4916+thereto, and file with the secretary of state a certificate setting forth the
4917+name and postal address of the successor resident agent. Upon such filing,
4918+the successor resident agent shall become the resident agent of such
4919+covered entity and the successor resident agent's postal address, as stated
4920+in such certificate, shall become the postal address of the covered entity's
4921+registered office in this state. If such covered entity fails to obtain and
4922+designate a new resident agent as aforesaid, prior to the expiration of the
4923+period of 60 days after the filing by the resident agent of the certificate of
26244924 resignation, the secretary of state shall declare the entity's organizing
26254925 documents forfeited.
26264926 (c) After the resignation of the resident agent shall have become
2627-effective, as provided in subsection (a), and if no new resident agent
2628-shall have been obtained and designated in the time and manner
2629-provided for in subsection (b), service of legal process against the
2630-covered entity, or in the case of a domestic or foreign limited liability
2631-company, any series of such limited liability company, for which the
2632-resigned resident agent had been acting shall thereafter be upon the
2633-secretary of state in the manner prescribed by K.S.A. 60-304, and
2634-amendments thereto.
2635-(d) Any covered entity affected by the filing of a certificate under
2636-this section shall not be required to take any further action to amend its
2637-public organic documents to reflect a change of registered office or
2638-resident agent. HOUSE BILL No. 2371—page 46
2639-Sec. 34. K.S.A. 17-7662, 17-7663, 17-7668, 17-7670, 17-7681,
2640-17-7682, 17-7685a, 17-7686, 17-7687, 17-7690, 17-7695, 17-7698, 17-
4927+effective, as provided in subsection (a), and if no new resident agent shall
4928+have been obtained and designated in the time and manner provided for in
4929+subsection (b), service of legal process against the covered entity, or in the
4930+case of a domestic or foreign limited liability company, any series of such
4931+limited liability company, for which the resigned resident agent had been
4932+acting shall thereafter be upon the secretary of state in the manner
4933+prescribed by K.S.A. 60-304, and amendments thereto.
4934+(d) Any covered entity affected by the filing of a certificate under this
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4977+43 HB 2371 59
4978+section shall not be required to take any further action to amend its public
4979+organic documents to reflect a change of registered office or resident
4980+agent.
4981+Sec. 34. K.S.A. 17-7662, 17-7663, 17-7668, 17-7670, 17-7681, 17-
4982+7682, 17-7685a, 17-7686, 17-7687, 17-7690, 17-7695, 17-7698, 17-
26414983 76,143, 17-76,143a, 17-76,145, 17-76,146, 17-76,148, 17-76,149, 17-
2642-76,150, 17-76,151, 17-76,152, 17-78-205, 17-78-206, 17-78-305, 17-
2643-78-306, 17-78-405, 17-78-505, 17-7904, 17-7925, 17-7927 and 17-
2644-7929 and K.S.A. 2024 Supp. 17-76,136 are hereby repealed.
4984+76,150, 17-76,151, 17-76,152, 17-78-205, 17-78-206, 17-78-305, 17-78-
4985+306, 17-78-405, 17-78-505, 17-7904, 17-7925, 17-7927 and 17-7929 and
4986+K.S.A. 2024 Supp. 17-76,136 are hereby repealed.
26454987 Sec. 35. This act shall take effect and be in force from and after its
26464988 publication in the statute book.
2647-I hereby certify that the above BILL originated in the HOUSE, and was
2648-adopted by that body
2649-
2650-HOUSE adopted
2651-Conference Committee Report
2652-
2653-Speaker of the House.
2654-
2655-Chief Clerk of the House.
2656-Passed the SENATE
2657- as amended
2658-SENATE adopted
2659-Conference Committee Report
2660-
2661-President of the Senate.
2662-
2663-Secretary of the Senate.
2664-APPROVED
2665-
2666-
2667-Governor.
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