This bill amends the Kansas Revised Limited Liability Company Act to enhance the framework for series limited liability companies (LLCs). It introduces provisions that allow an LLC and its series to consolidate operations and be treated as a single taxpayer for certain purposes. The bill clarifies that operating agreements can impose specific restrictions and obligations on members, and it establishes that any wrongful transfer of property intended to defraud creditors will be considered void. Key features include the ability for series within an LLC to have distinct rights and obligations, maintain separate records, and enforce debts and liabilities solely against their own assets, thereby protecting the overall assets of the LLC. The existing section K.S.A. 17-76,143 is repealed and replaced with these new provisions.

Additionally, the bill outlines the processes for amending and canceling certificates of designation for LLCs, allowing amendments to be made at any time and becoming effective upon filing with the Secretary of State. It specifies conditions for cancellation of a certificate, including the cancellation of the LLC's articles of organization. The bill also mandates that foreign limited liability companies disclose whether they operate with series that have separate rights and obligations. It further allows for internal governance restrictions within operating agreements and addresses wrongful transfers of property, ensuring compliance with existing fraud statutes. The act will take effect upon publication in the statute book.

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