17-76,126. Same; maintenance of action or suit by foreign limited liability company not registered; effect of failure to register. (a) A foreign limited liability company doing business in the state of Kansas may not maintain any action, suit or proceeding in the state of Kansas until it has registered in this state and has paid […]
17-76,128. Execution; liability. K.S.A. 2021 Supp. 17-7909(b), and amendments thereto, shall be applicable to foreign limited liability companies as if they were domestic limited liability companies. History: L. 1999, ch. 119, § 67; L. 2014, ch. 40, § 53; L. 2015, ch. 65, § 10; July 1.
17-76,129. Service of process; venue. Service of process in any action against any foreign limited liability company, whether or not that limited liability company is qualified to do business in this state, shall be made in the manner prescribed by K.S.A. 60-304, and amendments thereto. Any person who has a cause of action against any […]
17-76,130. Right to bring action by a member or an assignee. A member or an assignee of a limited liability company interest may bring an action in the district court in the right of a limited liability company to recover a judgment in its favor if managers or members with authority to do so have […]
17-76,131. Proper plaintiff in a derivative action. In a derivative action, the plaintiff must be a member or an assignee of a limited liability company interest at the time of bringing the action and: (a) At the time of the transaction of which the plaintiff complains; or (b) the plaintiff’s status as a member or […]
17-76,132. Petition. In a derivative action, the petition shall set forth with particularity the effort, if any, of the plaintiff to secure initiation of the action by a manager or member or the reasons for not making the effort. History: L. 1999, ch. 119, § 71; January 1, 2000.
17-76,133. Expenses. If a derivative action is successful, in whole or in part, as a result of a judgment, compromise or settlement of any such action, the court may award the plaintiff reasonable expenses, including reasonable attorney’s fees, from any recovery in any such action or from a limited liability company. History: L. 1999, ch. […]
17-76,134. Construction and application of act and operating agreement. (a) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this act. (b) It is the policy of this act to give the maximum effect to the principle of freedom of contract and to the […]
17-76,135. Cases not provided for in this act. In any case not provided for in the Kansas revised limited liability company act, the rules of law and equity, including the rules of law and equity relating to fiduciary duties and the law merchant, shall govern. History: L. 1999, ch. 119, § 74; L. 2019, ch. […]
17-76,136. Fees for documents or services of secretary of state. [See Revisor’s Note] (a) The secretary of state shall charge each domestic and foreign limited liability company the following fees: (1) A fee of $20 for issuing or filing and indexing any of the following documents: (A) A certificate of amendment of articles of organization; […]
17-76,137. Reserved power of state to alter or repeal act. All provisions of this act may be altered from time to time or repealed and all rights of members and managers are subject to this reservation. Unless expressly stated to the contrary in this act, all amendments of this act shall apply to limited liability […]
17-76,138. Taxation of limited liability companies. For purposes of any tax imposed by the state of Kansas or any instrumentality, agency or political subdivision of the state of Kansas, a domestic limited liability company or a foreign limited liability company qualified to do business in the state of Kansas shall be classified as a partnership […]
17-76,139. Limited liability company and series thereof; annual report; annual report fee; copies of applications of extension of time to file income tax returns with secretary of state, confidentiality. [See Revisor’s Note] (a) Every limited liability company organized and on and after July 1, 2020, each series thereof formed or in existence under the laws […]
17-76,140. Effective date. From and after July 1, 2014, this act shall be applicable to all limited liability companies formed in Kansas, whether formed before or after such date. History: L. 1999, ch. 119, § 79; L. 2014, ch. 40, § 61; July 1.
17-76,141. Severability clause. If any provision of this act or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of the act which can be given effect without the invalid provision or application. To this end, the provisions of this act are severable. History: L. […]
17-76,143. Series limited liability company. (a) An operating agreement may establish or provide for the establishment of one or more designated series of members, managers, limited liability company interests or assets. If an operating agreement so provides for the establishment or formation of one or more series, then a series may be formed by complying […]
17-76,143a. Merger or consolidation of one or more series. (a) Pursuant to an agreement of merger or consolidation, one or more series may merge or consolidate with or into one or more other series of the same limited liability company with such series as the agreement shall provide being the surviving or resulting series. Unless […]
17-76,144. Certification of cancellation; court appointments; powers of trustees or receivers. When the articles of organization of any limited liability company formed under this act shall be canceled by the filing of a certificate of cancellation pursuant to K.S.A. 17-7675, and amendments thereto, the district court, on application of any creditor, member or manager of […]
17-76,145. Procedure preventing dissolution or winding up; exception. (a) If an operating agreement provides the manner in which a dissolution may be revoked, it may be revoked in that manner and, unless an operating agreement prohibits revocation of dissolution, then notwithstanding the occurrence of an event set forth in K.S.A. 17-76,116(a)(1) through (a)(4), and amendments […]
17-76,146. Reinstatement of canceled or forfeited articles of organization or authority to do business. [See Revisor’s Note] (a) A domestic limited liability company whose articles of organization or a foreign limited liability company whose authority to do business has been canceled or forfeited pursuant to K.S.A. 2021 Supp. 17-7926(b), 17-7929(b) or 17-7934(f), and amendments thereto, […]
