Understanding Kansas LLC Laws
The rules for starting and running a Kansas limited liability company (LLC) are laid out by Kansas's LLC laws.
In this guide, we offer simple explanations to Kansas LLC laws about:
- LLC Formation Requirements
- Resident Agent Duties and Appointment
- Operating Agreements
- Annual Report Requirements
To learn more about starting an LLC, visit our form an LLC guide.
Kansas LLC Framework and Statutes Overview
Kansas LLC laws set out the requirements for forming an LLC. The State of Kansas has created the KanAccess online portal and PDF Articles of Organization form to simplify the process.
Kansas LLC Formation Statute
The following LLC formation statutes are from the Kansas Revised Limited Liability Company Act:
17-7673a. Articles of organization. [See Revisor's Note] (a) In order to form a limited liability company, articles of organization shall be filed with the secretary of state and set forth:
(1) The name of the limited liability company;
(2) the address of the registered office and the name and address of the resident agent for service of process required to be maintained by K.S.A. 2014 Supp. 17-7924 and 17-7925, and amendments thereto;
(3) any other matters the members determine to include therein; and
(4) if the limited liability company is organized to exercise the powers of a professional association or corporation, each such profession shall be stated.
(b) A limited liability company formed under this act shall be a separate legal entity, the existence of which as a separate legal entity shall continue until cancellation of the limited liability company's articles of organization.
(c) An operating agreement may be entered into either before, after or at the time of the filing of the articles of organization and, whether entered into before, after or at the time of such filing, may be made effective as of the formation of the limited liability company or at such other time or date as provided in the operating agreement.
(d) The articles of organization shall be amended as provided in a certificate of amendment or judicial decree of amendment upon the filing of the certificate of amendment or judicial decree of amendment with the secretary of state or upon the future effective date specified in the certificate of amendment.
(e) Upon filing the articles of organization of a limited liability company organized to exercise powers of a professional association or professional corporation, the limited liability company shall file with the secretary of state a certificate by the licensing body, as defined in K.S.A. 74-146, and amendments thereto, of the profession involved that each of the members is duly licensed to practice that profession, and that the proposed company name has been approved.
History: L. 1999, ch. 119, § 12; L. 2014, ch. 121, § 42; Jan. 1, 2015.
Start forming your LLC by reading our formation services review.
What This Means: Key Takeaways*
The Kansas LLC statute provides the requirements for setting up (or forming) an LLC. The State of Kansas offers online and mail-in LLC filing to meet these requirements.
Required Information for Kansas LLC Formation:
- LLC’s name (Must meet Kansas LLC naming requirements)
- LLC principal office’s street and mailing address
- Resident agent’s name and Kansas registered office address
- If a professional LLC, list profession
Recommended: For help with completing the LLC formation forms, visit our Kansas LLC Articles of Organization guide.
Resident Agent Duties and Appointment
Kansas LLC laws define the duties and appointment of the LLC resident agent, known as a registered agent in most states.
Kansas LLC Resident Agent Statute
The following resident agent statutes are from the Kansas Revised Limited Liability Company Act:
17-7666. Registered office; resident agent. (a) Each limited liability company shall have and maintain in the state of Kansas:
(1) A registered office, which may but need not be a place of its business in the state of Kansas; and
(2) a resident agent for service of process on the limited liability company, which agent may be either an individual resident of the state of Kansas whose business office is identical with the limited liability company's registered office, or a domestic corporation, or a domestic limited partnership, or a domestic limited liability company, or a domestic business trust or a foreign corporation, or a foreign limited partnership, or a foreign limited liability company, or foreign business trust authorized to do business in the state of Kansas having a business office identical with such registered office, which is generally open during normal business hours to accept service of process and otherwise perform the functions of a resident agent, or the limited liability company itself.
(b) A resident agent may change the address of the registered office of the limited liability company or companies for which such resident agent is resident agent to another address in the state of Kansas by paying a fee as set forth in K.S.A. 17-76,136, and amendments thereto, and filing with the secretary of state a certificate, executed by such resident agent, setting forth the names of all the limited liability companies represented by such resident agent, and the address at which such resident agent has maintained the registered office for each of such limited liability companies, and further certifying to the new address to which each such registered office will be changed on a given day, and at which new address such resident agent will thereafter maintain the registered office for each of the limited liability companies recited in the certificate. Upon the filing of such certificate, the secretary of state shall furnish to the resident agent a certified copy of the same under the secretary's hand and seal of office, and thereafter, or until further change of address, as authorized by law, the registered office in the state of Kansas of each of the limited liability companies recited in the certificate shall be located at the new address of the resident agent thereof as given in the certificate. In the event of a change of name of any person acting as a resident agent of a limited liability company, such resident agent shall file with the secretary of state a certificate, executed by such resident agent, setting forth the new name of such resident agent, the name of such resident agent before it was changed, the names of all the limited liability companies represented by such resident agent, and the address at which such resident agent has maintained the registered office for each of such limited liability companies, and shall pay a fee as set forth in K.S.A. 17-76,136, and amendments thereto. Upon the filing of such certificate, the secretary of state shall furnish to the resident agent a certified copy of the certificate under hand and seal of office. Filing a certificate under this section shall be deemed to be an amendment of the articles of organization of each limited liability company affected thereby and each such limited liability company shall not be required to take any further action with respect thereto, to amend its articles of organization under K.S.A. 17-7674, and amendments thereto. Any resident agent filing a certificate under this section shall promptly, upon such filing, deliver a copy of any such certificate to each limited liability company affected thereby.
(c) The resident agent of one or more limited liability companies may resign and appoint a successor resident agent by paying a fee as set forth in K.S.A. 17-76,136, and amendments thereto, and filing a certificate with the secretary of state, stating that the resident agent resigns and the name and address of the successor resident agent. There shall be attached to such certificate a statement executed by each affected limited liability company ratifying and approving such change of resident agent. Upon such filing, the successor resident agent shall become the resident agent of such limited liability companies as have ratified and approved such substitution and the successor resident agent's address, as stated in such certificate, shall become the address of each such limited liability company's registered office in the state of Kansas. The secretary of state shall furnish to the successor resident agent a certified copy of the certificate of resignation. Filing of such certificate of resignation shall be deemed to be an amendment of the articles of organization of each limited liability company affected thereby and each such limited liability company shall not be required to take any further action with respect thereto, to amend its articles of organization under K.S.A. 17-7674, and amendments thereto.
(d) The resident agent of a limited liability company may resign without appointing a successor resident agent by paying a fee as set forth in K.S.A. 17-76,136, and amendments thereto, and filing a certificate with the secretary of state stating that the resident agent resigns as resident agent for the limited liability company identified in the certificate, but such resignation shall not become effective until 60 days after the certificate is filed. There shall be attached to said certificate an affidavit of such resident agent, if an individual, or the president, a vice-president or the secretary thereof if a corporation, that at least 30 days prior to and on or about the date of the filing of such certificate, notices were sent by certified or registered mail to the limited liability company for which such resident agent is resigning as resident agent, at the principal office thereof within or outside the state of Kansas, if known to such resident agent or, if not, to the last known address of the attorney or other individual at whose request such resident agent was appointed for such limited liability company, of the resignation of such resident agent. After receipt of the notice of the resignation of its resident agent, the limited liability company for which such resident agent was acting shall obtain and designate a new resident agent, to take the place of the resident agent so resigning. If such limited liability company fails to obtain and designate a new resident agent as aforesaid prior to the expiration of the period of 60 days after the filing by the resident agent of the certificate of resignation, the articles of organization of such limited liability company shall be deemed to be canceled. After the resignation of the resident agent shall have become effective as provided in this section and if no new resident agent shall have been obtained and designated in the time and manner aforesaid, service of legal process against the limited liability company for which the resigned resident agent had been acting shall thereafter be upon the secretary of state in accordance with K.S.A. 60-304, and amendments thereto.
(e) If a domestic limited liability company's resident agent dies or moves from the registered office, the limited liability company shall designate and certify to the secretary of state the name of another resident agent within 30 days of the death or move. If no new resident agent is designated, the service of legal process on the limited liability company may be made as prescribed in K.S.A. 60-304, and amendments thereto. If any domestic limited liability company fails to designate a new resident agent as required by this subsection, the secretary of state, after giving 30 days' notice of the intended action, may declare the articles of organization canceled.
History: L. 1999, ch. 119, § 5; L. 2007, ch. 81, § 8; L. 2014, ch. 40, § 4; July 1.
What This Means: Key Takeaways*
A resident agent’s job is to accept service of process (legal summons to a lawsuit).
A Kansas resident agent must:
- Maintain a registered office in Kansas (i.e., no P.O. Boxes)
- Be an individual, a Kansas corporation or LLC, or foreign corporation or LLC with a business address that is the same as the registered office address
Resident agent information is kept on file by the State of Kansas. If you change your resident agent or if your resident agent resigns, you must file a change of resident agent form.
Operating Agreements
Kansas LLC laws provide guidelines for creating and maintaining an LLC operating agreement.
The following operating agreement statutes are from the Kansas Revised Limited Liability Company Act:
17-7672. Interpretation and enforcement of operating agreement. (a) Any action to interpret, apply or enforce the provisions of an operating agreement, or the duties, obligations or liabilities of a limited liability company to the members or managers of the limited liability company, or the duties, obligations or liabilities among members or managers and of members or managers to the limited liability company, or the rights or powers of, or restrictions on, the limited liability company, members or managers, or any provision of this act, or any other instrument, document, agreement, articles of organization or certificate contemplated by any provision of this act, may be brought in the district court.
(b) As used in this section, the term "manager" refers to a person:
(1) Who is a manager as defined in subsection (i) of K.S.A. 17-7663, and amendments thereto; and
(2) whether or not a member of a limited liability company, who, although not a manager as defined in subsection (i) of K.S.A. 17-7663, and amendments thereto, participates materially in the management of the limited liability company, except that the power to elect or otherwise select or to participate in the election or selection of a person to be a manager as defined in subsection (i) of K.S.A. 17-7663, and amendments thereto, shall not, by itself, constitute participation in the management of the limited liability company.
History: L. 1999, ch. 119, § 11; L. 2014, ch. 40, § 8; July 1.
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 enforceability of operating agreements.
(c) To the extent that, at law or in equity, a member or manager or other person has duties, including fiduciary duties, to a limited liability company or to another member or manager or to another person that is a party to or is otherwise bound by an operating agreement, the member's or manager's or other person's duties may be expanded or restricted or eliminated by provisions in the operating agreement, except that the operating agreement may not eliminate the implied contractual covenant of good faith and fair dealing.
(d) Unless otherwise provided in an operating agreement, a member or manager or other person shall not be liable to a limited liability company or to another member or manager or to another person who is a party to or is otherwise bound by an operating agreement for breach of fiduciary duty for the member's or manager's or other person's good faith reliance on the provisions of the operating agreement.
(e) An operating agreement may provide for the limitation or elimination of any and all liabilities for breach of contract and breach of duties, including fiduciary duties, of a member, manager or other person to a limited liability company or to another member or manager or to another person that is a party to or is otherwise bound by an operating agreement, except that an operating agreement may not limit or eliminate liability for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing.
(f) Unless the context otherwise requires, as used herein, the singular shall include the plural and the plural may refer to only the singular.
(g) K.S.A. 84-9-406 and 84-9-408, and amendments thereto, do not apply to any interest in a limited liability company, including all rights, powers and interests arising under an operating agreement or this act. This provision prevails over K.S.A. 84-9-406 and 84-9-408, and amendments thereto.
(h) Action validly taken pursuant to one provision of this act shall not be deemed invalid solely because it is identical or similar in substance to an action that could have been taken pursuant to some other provision of this act but fails to satisfy one or more requirements prescribed by such other provision.
(i) An operating agreement that provides for the application of Kansas law shall be governed by and construed under the laws of the state of Kansas in accordance with its terms.
History: L. 1999, ch. 119, § 73; L. 2014, ch. 40, § 57; July 1.
What This Means: Key Takeaways*
An LLC operating agreement allows LLC members to create rules for how their unique LLC operates. These rules are often called “terms” or “provisions.”
Operating agreements are limited by state statute. For example, if the statute says LLC members can’t dissolve an LLC without all members agreeing, LLC members can’t change or override the statute with an operating agreement.
When an operating agreement is in place, it’s easier to navigate situations involving the operation of the LLC. And, if a lawsuit or dispute arises, LLC members (or the courts) have something to reference.
If a dispute arises that can’t be resolved by LLC members and there isn’t an operating agreement, the courts will use LLC statute to resolve disputes.
Creating an Operating Agreement
Some LLCs, such as professional LLCs or real estate LLCs, might need unique terms, while others might only need to cover standard provisions:
- Each member’s responsibilities
- How new members will be admitted
- How existing members may transfer or terminate their membership
- How profits and dividends will be distributed
- The process for amending the operating agreement
Use our free operating agreement template or learn more with our What Is an Operating Agreement guide.
Annual Report Requirements
Kansas LLC laws set out the requirements for annual LLC reporting. The State of Kansas has created the Secretary of State online annual report portal and PDF annual report form to simplify the process.
Kansas LLC Annual Report Statute
The following annual report statutes are from the Kansas Revised Limited Liability Company Act:
17-76,139. Limited liability company; annual report; annual report fee; copies of applications of extension of time to file income tax returns with secretary of state, confidentiality. (a) Every limited liability company organized under the laws of this state shall make an annual report in writing to the secretary of state, stating the prescribed information concerning the limited liability company at the close of business on the last day of its tax period next preceding the date of filing. If the limited liability company's tax period is other than the calendar year, it shall give notice of its different tax period in writing to the secretary of state prior to December 31 of the year it commences the different tax period. The annual report shall be filed at the time prescribed by law for filing the limited liability company's annual Kansas income tax return. The annual report shall be made on a form prescribed by the secretary of state. The report shall contain the following information:
(1) The name of the limited liability company; and
(2) a list of the members owning at least 5% of the capital of the limited liability company, with the post office address of each.
(b) Every foreign limited liability company shall make an annual report in writing to the secretary of state, stating the prescribed information concerning the limited liability company at the close of business on the last day of its tax period next preceding the date of filing. If the limited liability company's tax period is other than the calendar year, it shall give notice in writing of its different tax period to the secretary of state prior to December 31 of the year it commences the different tax period. The annual report shall be filed at the time prescribed by law for filing the limited liability company's annual Kansas income tax return. The annual report shall be made on a form prescribed by the secretary of state. The report shall contain the name of the limited liability company.
(c) The annual report required by this section shall be dated, executed by one or more authorized persons, and filed with the secretary of state. The execution of such annual report by a person who is authorized by this act to execute such annual report, upon filing such annual report with the secretary of state, constitutes an oath or affirmation, under penalties of perjury that, to the best of such person's knowledge and belief, the facts stated therein are true. At the time of filing the report, the limited liability company shall pay to the secretary of state an annual report fee in an amount equal to $40.
(e) No limited liability company shall be required to file its first annual report under this act, or pay any annual report fee required to accompany such report, unless such limited liability company has filed its articles of organization or application for authority at least six months prior to the last day of its tax period.
(f) All copies of applications for extension of the time for filing income tax returns submitted to the secretary of state pursuant to law shall be maintained by the secretary of state in a confidential file and shall not be disclosed to any person except as authorized pursuant to the provisions of K.S.A. 79-3234, and amendments thereto, a proper judicial order, or subsection (g). All copies of such applications shall be preserved for one year and thereafter until the secretary of state orders that they be destroyed.
(g) A copy of such application shall be open to inspection by or disclosure to any person who was a member of such limited liability company during any part of the period covered by the extension.
History: L. 1999, ch. 119, § 78; L. 2000, ch. 172, § 4; L. 2002, ch. 185, § 44; L. 2004, ch. 171, § 29; L. 2005, ch. 157, § 20; L. 2007, ch. 81, § 10; L. 2014, ch. 40, § 60; July 1.
What This Means: Key Takeaways*
You can file your Kansas annual report online or by mail.
Your Kansas LLC annual report must state the following information (and must be current as of the date of filing):
- The name of the LLC
- The street address and name of each member owning at least 5% of the capital of the LLC
Annual Report Due Dates:
- Due by the 15th day of the fourth month after an LLC's tax closing month. For example, if your LLC's tax closing month is December, your annual report will be due by April 15.
*This information is provided for educational and entertainment purposes only. Please consult a lawyer for legal advice.