Kansas Statutes 17-76,117. Involuntary dissolution
Terms Used In Kansas Statutes 17-76,117
- Answer: The formal written statement by a defendant responding to a civil complaint and setting forth the grounds for defense.
- Articles of organization: means the articles of organization referred to in Kan. See Kansas Statutes 17-7663
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
- Fraud: Intentional deception resulting in injury to another.
- Manager: means a person who is named as a manager of a limited liability company in, or designated as a manager of a limited liability company pursuant to, an operating agreement or similar instrument under which the limited liability company is formed. See Kansas Statutes 17-7663
- Member: means a person who is admitted to a limited liability company as a member as provided in Kan. See Kansas Statutes 17-7663
- Operating agreement: means any agreement, whether referred to as an operating agreement, limited liability company agreement or otherwise, written, oral, or implied, of the member or members as to the affairs of a limited liability company and the conduct of its business. See Kansas Statutes 17-7663
- State: means the District of Columbia or the commonwealth of Puerto Rico or any state, territory, possession or other jurisdiction of the United States other than the state of Kansas. See Kansas Statutes 17-7663
- Trustee: A person or institution holding and administering property in trust.
(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 of organization through fraud;
(2) has exceeded the authority conferred upon it by law;
(3) has committed a violation of any provision of law whereby it has forfeited its articles of organization;
(4) has carried on, conducted or transacted its business in a persistently fraudulent or illegal manner; or
(5) by the abuse of its powers contrary to the public policy of the state, has become liable to be dissolved.
(b) If the business of the limited liability company is suffering or is threatened with irreparable injury because the members of a limited liability company, or the managers of a limited liability company having more than one manager, are so deadlocked respecting the management of the affairs of the limited liability company that the requisite vote for action cannot be obtained and the members are unable to terminate such deadlock, then any member or members in the aggregate owning at least 25% of the outstanding interests in either capital or profits and losses in the limited liability company may file with the district court a petition stating that such member or members desire to dissolve the limited liability company and to dispose of the assets thereof in accordance with a plan to be agreed upon by the members or as determined by the district court in the absence of such agreement. Such petition shall have attached thereto a copy of a proposed plan of dissolution and distribution and a certificate stating that copies of such petition and plan have been transmitted in writing to all of the other members of the limited liability company at least 30 days before the filing of the petition and that the members having the requisite vote required to cause dissolution under the operating agreement have failed or refused to consent to such plan. Unless members who own more than of the then current percentage or other interest in profits of the limited liability company owned by all members, or if there is more than one class or group of members, then by each class or group, or such other number of members having the requisite vote to cause dissolution as the operating agreement may provide, file with the district court within the time period for the answer date of the petition, an answer and a certificate stating that they have agreed on either the petitioner’s plan, or a modification or alternative thereof, then the district court shall order that such limited liability company be dissolved, if the district court determines that such irreparable injury and deadlock exists. In any proceeding under this section, the court may appoint one or more trustees or receivers with all the powers and title of a trustee or receiver appointed under Kan. Stat. Ann. § 17-6808, and amendments thereto, to administer and wind up the limited liability company’s affairs and may grant such other relief as the court deems equitable.