This bill amends the Kansas Revised Limited Liability Company Act to provide clearer guidelines for series limited liability companies (LLCs) and introduces new provisions regarding the amendment and cancellation of certificates of designation for LLCs. It allows LLCs and their series to elect to consolidate operations as a single taxpayer and be treated as a single business for certain purposes. The bill specifies that operating agreements can impose specific restrictions, duties, and obligations on members, and it establishes that any wrongful transfer of property intended to hinder, delay, or defraud creditors will be deemed void. Key provisions include the establishment of series within an LLC, which can have separate rights, powers, and duties, as well as detailed management structures and voting rights.

Additionally, the bill outlines the process for amending certificates of designation, stating that such amendments become effective upon filing with the Secretary of State unless a later date is specified. It also details the conditions for canceling a certificate of designation, including the cancellation of the LLC's articles of organization. The bill requires foreign limited liability companies to disclose whether they operate with series that have separate rights and obligations and allows for corrections to be made to erroneously executed certificates. Notably, K.S.A. 17-76,143 is repealed, and the act will take effect upon publication in the statute book.

Statutes affected:
As Introduced: 17-76, 33-102
As introduced: 17-76, 33-102