Kansas Statutes 17-7673. Articles of organization; procedure for amendment; professional limited liability company, certificate by licensing body
Terms Used In Kansas Statutes 17-7673
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Articles of organization: means the articles of organization referred to in Kan. See Kansas Statutes 17-7663
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- 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
- Series: means a designated series of members, managers, limited liability company interests or assets that is established in accordance with Kan. See Kansas Statutes 17-7663
- Service of process: The service of writs or summonses to the appropriate party.
- 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
(a) In order to form a limited liability company, one or more authorized persons must execute articles of organization. The 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 required to be maintained by Kan. Stat. Ann. § 17-7924, and amendments thereto, and the name of the resident agent for service of process required to be maintained by Kan. Stat. Ann. § 17-7925, and amendments thereto;
(3) any other matters the members determine to include therein;
(4) if the limited liability company is organized to exercise the powers of a professional association or professional corporation, each such profession shall be stated; and
(5) if the limited liability company will have series, the matters required by Kan. Stat. Ann. § 17-76,143, and amendments thereto.
(b) A limited liability company is formed at the time provided in Kan. Stat. Ann. § 17-7911, and amendments thereto, if there has been substantial compliance with the requirements of this section. A limited liability company formed under the Kansas revised limited liability company 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 shall be entered into or otherwise existing either before, after or at the time of the filing of the articles of organization and, whether entered into or otherwise existing before, after or at the time of such filing, may be made effective as of the effective time of such filing or at such other time or date as provided in or reflected by 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 Kan. Stat. Ann. § 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.