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The Kansas LLC operating agreement is a document that LLCs can use to organize the operations of their business and provide members with their rights and responsibilities. The recommended legal agreement also allows for a separation of personal liability, protecting the members’ finances in the case of litigation.

From KS Stat § 17-7663 (2019):

(k) “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.

Kansas Operating Agreement Law

Per KS Stat § 17-7663 (2019):

…A member or manager of a limited liability company or an assignee of a limited liability company interest is bound by the operating agreement whether or not the member or manager or assignee executes the operating agreement. A limited liability company is not required to execute its operating agreement. A limited liability company is bound by its operating agreement whether or not the limited liability company executes the operating agreement. An operating agreement of a limited liability company having only one member shall not be unenforceable by reason of there being only one person who is a party to the operating agreement. An operating agreement is not subject to any statute of frauds, including K.S.A. 33-106, and amendments thereto. An operating agreement may provide rights to any person, including a person who is not a party to the operating agreement, to the extent set forth therein. A written operating agreement or another written agreement or writing:
(1) May provide that a person shall be admitted as a member of a limited liability company, or shall become an assignee of a limited liability company interest or other rights or powers of a member to the extent assigned:
(A) If such person, or a representative authorized by such person orally, in writing or by other action such as payment for a limited liability company interest, executes the operating agreement or any other writing evidencing the intent of such person to become a member or assignee; or
(B) without such execution, if such person, or a representative authorized by such person orally, in writing or by other action such as payment for a limited liability company interest, complies with the conditions for becoming a member or assignee as set forth in the operating agreement or any other writing; and
(2) shall not be unenforceable by reason of its not having been signed by a person being admitted as a member or becoming an assignee as provided in subsection (k)(1), or by reason of its having been signed by a representative as provided in the Kansas revised limited liability company act.

Forming an LLC in Kansas

  1. Conduct a name search
  2. Choose a registered agent
  3. File formation articles
  4. Draft an operating agreement

To file formation articles, all Kansas LLCs need a legally registered business name.

Names must include one of the following:

  • LLC
  • L.L.C.
  • Limited Liability Company

Additionally, they cannot include “corp”, “inc”, or other designators, government titles or acronyms, or names that are too similar to an existing entity within the state.

The name may include restricted words that relate to the professional business type being included (university, attorney, bank), as long as a licensed practitioner is an LLC member and completes required verification.

To conduct the name search, use the Kansas Secretary of State Business Entity Search website.

Step 2: Choose Your Registered Agent

Kansas LLCs must appoint an individual or business to be the registered agent that will accept legal documentation on behalf of the company. The chosen representative accepts legal responsibility for receiving service of process and other documentation.

An individual agent must:

  • Be 18 years or older
  • Be available during business hours (9am – 5pm local time)
  • Be a resident of the state
  • Have a physical (not a P.O. Box) address in Kansas

If using a registered agent service, the agent must be authorized to do business in Kansas to be a valid registered agent appointment.

Step 3: File Your Formation Articles

Kansas Domestic LLCs (in-state) are required to complete Articles of Organization and submit online, by mail, by fax, or in-person to file for the registration of their LLC.

Online Filing (Domestic):

  • $160 filing fee
  • Turnaround time: Immediate
  • Create an account and submit online

Mailed Filing (Domestic):

  • $165 filing fee
  • Turnaround time: 3-5 business days upon receipt
  • Fill out the form online or after printing and mail to:

Kansas Secretary of State
Memorial Hall, 1st Floor
120 SW 10th Avenue
Topeka, KS 66612-1594

In-Person Filing (Domestic):

  • $165 filing fee
  • Turnaround time: 3-5 business days
  • Fill out the form online or after printing and deliver to:

Kansas Secretary of State
Memorial Hall, 1st Floor
120 SW 10th Avenue
Topeka, KS 66612-1594

Fax Filing (Domestic):

  • $165 filing fee (+ additional $20 processing fee)
  • Turnaround time: 3-5 business days
  • Fill out the form online or after printing and fax to:

(785) 296-4570

Foreign LLCs expanding to Kansas are required to complete and file a Certificate of Authority, and must also include a Certificate of Existence from the state of original formation of the business.

Foreign LLCs must be completed physically through mail, hand delivery, or fax.

Mailed Filing (Foreign):

  • $165 filing fee
  • Turnaround time: 3-5 business days upon receipt
  • Fill out the form and mail to:

Kansas Secretary of State
Memorial Hall, 1st Floor
120 SW 10th Avenue
Topeka, KS 66612-1594

In-Person Filing (Foreign):

  • $165 filing fee
  • Turnaround time: 3-5 business days
  • Fill out the form online or after printing and deliver to:

Kansas Secretary of State
Memorial Hall, 1st Floor
120 SW 10th Avenue
Topeka, KS 66612-1594

Fax Filing (Foreign):

  • $165 filing fee (+ additional $20 processing fee)
  • Turnaround time: 1-3 business days
  • Fill out the form online or after printing and fax to:

(785) 296-4570

Step 4: Draft a Kansas Operating Agreement

While not a legally required document, Kansas LLCs should draft and implement an operating agreement regardless of the number of members involved. The agreement is used to document capital contributions, organize the business, distribute voting rights, allocate ownership percentage, assign responsibilities, manage profit and loss distribution, and more.

The document can settle disputes between multiple directors or act as proof in court when signed and acknowledged by all parties involved. Additionally, it separates the individual members’ assets from those of the company, providing personal financial protection to members in the case of a lawsuit.

The Kansas operating agreement does not need to be filed with the state, but each member should keep a signed copy in addition to keeping a copy with the original business documents.