17-76,100. Liability for contribution. (a) Except as provided in an operating agreement, a member is obligated to a limited liability company to perform any promise to contribute cash or property or to perform services, even if the member is unable to perform because of death, disability or any other reason. If a member does not […]
17-76,101. Allocation of profits and losses. The profits and losses of a limited liability company shall be allocated among the members, and among classes or groups of members, in the manner provided in an operating agreement. If the operating agreement does not so provide, profits and losses shall be allocated on the basis of the […]
17-76,102. Allocation of distributions. Distributions of cash or other assets of a limited liability company shall be allocated among the members, and among classes or groups of members, in the manner provided in an operating agreement. If the operating agreement does not so provide, distributions shall be made on the basis of the agreed value […]
17-76,103. Defense of usury not available. No obligation of a member or manager of a limited liability company to the limited liability company, or to a member or manager of the limited liability company, arising under the operating agreement or a separate agreement or writing, and no note, instrument or other writing evidencing any such […]
17-76,104. Interim distributions. Except as provided in K.S.A. 17-76,104 through 17-76,110, and amendments thereto, to the extent and at the times or upon the happening of the events specified in an operating agreement, a member is entitled to receive from a limited liability company distributions before the member’s resignation from the limited liability company and […]
17-76,105. Resignation of manager. A manager may resign as a manager of a limited liability company at the time or upon the happening of events specified in an operating agreement and in accordance with the operating agreement. An operating agreement may provide that a manager shall not have the right to resign as a manager […]
17-76,106. Resignation of member. (a) A member may resign from a limited liability company only at the time or upon the happening of events specified in an operating agreement and in accordance with the operating agreement. Notwithstanding anything to the contrary under applicable law, unless an operating agreement provides otherwise, a member may not resign […]
17-76,107. Distribution upon resignation. (a) Except as provided in K.S.A. 17-76,104 through 17-76,110, and amendments thereto, upon resignation any resigning member is entitled to receive any distribution to which such member is entitled under an operating agreement and, if not otherwise provided in an operating agreement, such member is entitled to receive, within a reasonable […]
17-76,108. Distribution in kind. Except as provided in an operating agreement, a member, regardless of the nature of the member’s contribution, has no right to demand and receive any distribution from a limited liability company in any form other than cash. Except as provided in an operating agreement, a member may not be compelled to […]
17-76,109. Right to distribution. Subject to K.S.A. 17-76,110 and 17-76,119, and amendments thereto, and unless otherwise provided in an operating agreement, at the time a member becomes entitled to receive a distribution, the member has the status of, and is entitled to all remedies available to, a creditor of a limited liability company with respect […]
17-76,110. Limitations on distribution. (a) A limited liability company shall not make a distribution to a member to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of the limited liability company, other than liabilities to members on account of their limited liability company interests and liabilities […]
17-76,111. Nature of limited liability company interest. A limited liability company interest is personal property. A member has no interest in specific limited liability company property. History: L. 1999, ch. 119, § 50; January 1, 2000.
17-76,112. Assignment of limited liability company interest. (a) A limited liability company interest is assignable in whole or in part except as provided in an operating agreement. The assignee of a member’s limited liability company interest shall have no right to participate in the management of the business and affairs of a limited liability company, […]
17-76,113. Rights of judgment creditor; charging orders. (a) On application by a judgment creditor of a member or of a member’s assignee, a court having jurisdiction may charge the limited liability company interest of the judgment debtor to satisfy the judgment. To the extent so charged, the judgment creditor has only the right to receive […]
17-76,114. Right of assignee to become member. (a) An assignee of a limited liability company interest becomes a member: (1) As provided in the operating agreement; (2) unless otherwise provided in the operating agreement, upon the vote, consent or approval of all of the members of the limited liability company; or (3) unless otherwise provided […]
17-76,115. Powers of estate of deceased or incompetent member. If a member who is an individual dies or a court of competent jurisdiction adjudges the member to be incompetent to manage the member’s person or property, the member’s personal representative may exercise all of the member’s rights for the purpose of settling the member’s estate […]
17-76,116. Dissolution. (a) A limited liability company is dissolved and its affairs shall be wound up upon the first to occur of the following: (1) At the time specified in an operating agreement, but if no such time is set forth in the operating agreement, then the limited liability company shall have a perpetual existence; […]
17-76,117. Involuntary dissolution. (a) A limited liability company may be dissolved involuntarily by order of the district court for the county in which the registered office of the limited liability company is located in an action filed by the attorney general when it is established that the limited liability company: (1) Has procured its articles […]
17-76,118. Winding up. (a) (1) Unless otherwise provided in the operating agreement, a manager who has not wrongfully dissolved a limited liability company or, if none, the members or a person consented to or approved by the members, in either case, by members who own more than 50% of the then-current percentage or other interest […]
17-76,119. Distribution of assets. (a) Upon the winding up of a limited liability company, the assets shall be distributed as follows: (1) To creditors, including members and managers who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the limited liability company, whether by payment or the making of reasonable […]
