17-76,112. Assignment of limited liability company interest. (a) A limited liability company interest is assignable in whole or in part except as provided in an operating agreement. The assignee of a member's limited liability company interest shall have no right to participate in the management of the business and affairs of a limited liability company, except as provided in an operating agreement or, unless otherwise provided in the operating agreement, upon the vote, consent or approval of all of the members of the limited liability company. Notwithstanding anything to the contrary under applicable law, an operating agreement may provide that a limited liability company interest may not be assigned prior to the dissolution and winding up of the limited liability company.
(b) Unless otherwise provided in an operating agreement:
(1) An assignment of a limited liability company interest does not entitle the assignee to become or to exercise any rights or powers of a member;
(2) an assignment of a limited liability company interest entitles the assignee to share in such profits and losses, to receive such distribution or distributions, and to receive such allocation of income, gain, loss, deduction, or credit or similar item to which the assignor was entitled, to the extent assigned; and
(3) a member ceases to be a member and to have the power to exercise any rights or powers of a member upon assignment of all of the member's limited liability company interest. Unless otherwise provided in an operating agreement, the pledge of, or granting of a security interest, lien or other encumbrance in or against, any or all of the limited liability company interest of a member shall not cause the member to cease to be a member or to have the power to exercise any rights or powers of a member.
(c) Unless otherwise provided in an operating agreement, a member's interest in a limited liability company may be evidenced by a certificate of limited liability company interest issued by the limited liability company. An operating agreement may provide for the assignment or transfer of any limited liability company interest represented by such a certificate and make other provisions with respect to such certificates. A limited liability company shall not have the power to issue a certificate of limited liability company interest in bearer form.
(d) Unless otherwise provided in an operating agreement and except to the extent assumed by agreement, until an assignee of a limited liability company interest becomes a member, the assignee shall have no liability as a member solely as a result of the assignment.
(e) Unless otherwise provided in the operating agreement, a limited liability company may acquire, by purchase, redemption or otherwise, any limited liability company interest or other interest of a member or manager in the limited liability company. Unless otherwise provided in the operating agreement, any such interest so acquired by the limited liability company shall be deemed canceled.
History: L. 1999, ch. 119, § 51; L. 2014, ch. 40, § 37; L. 2019, ch. 47, § 29; July 1.
Structure Kansas Statutes
Article 76 - Limited Liability Companies
17-7667 Service of process or service of any notice or demand.
17-7668 Nature of business permitted; powers.
17-7669 Business transactions of member or manager with the limited liability company.
17-7671 Contested matters relating to manager; contested votes.
17-7672 Interpretation and enforcement of operating agreement.
17-7675 Articles of organization; cancellation; certificates of cancellation and correction.
17-7676a Execution by agent; power of attorney or proxy.
17-7677 Execution by judicial order.
17-7680 Restated articles of organization; restated certificate of designation.
17-7681 Merger or consolidation.
17-7682 Contractual appraisal rights.
17-7685a Division of a limited liability company.
17-7687 Classes; voting; meetings of members; amendment of operating agreement.
17-7688 Liability to third parties.
17-7689 Events; ceasing membership of a limited liability company.
17-7691 Remedies for breach of operating agreement by member.
17-7692 Admission of managers.
17-7693 Management of limited liability company.
17-7694 Contributions by a manager.
17-7695 Classes and voting; meetings of managers.
17-7696 Remedies for breach of operating agreement by manager.
17-7697 Reliance on reports and information by member, manager or liquidating trustee.
17-7698 Delegation of rights and powers to manage.
17-76,100 Liability for contribution.
17-76,101 Allocation of profits and losses.
17-76,102 Allocation of distributions.
17-76,103 Defense of usury not available.
17-76,104 Interim distributions.
17-76,105 Resignation of manager.
17-76,106 Resignation of member.
17-76,107 Distribution upon resignation.
17-76,108 Distribution in kind.
17-76,109 Right to distribution.
17-76,110 Limitations on distribution.
17-76,111 Nature of limited liability company interest.
17-76,112 Assignment of limited liability company interest.
17-76,113 Rights of judgment creditor; charging orders.
17-76,114 Right of assignee to become member.
17-76,115 Powers of estate of deceased or incompetent member.
17-76,117 Involuntary dissolution.
17-76,119 Distribution of assets.
17-76,128 Execution; liability.
17-76,129 Service of process; venue.
17-76,130 Right to bring action by a member or an assignee.
17-76,131 Proper plaintiff in a derivative action.
17-76,134 Construction and application of act and operating agreement.
17-76,135 Cases not provided for in this act.
17-76,136 Fees for documents or services of secretary of state. [See Revisor's Note]
17-76,137 Reserved power of state to alter or repeal act.
17-76,138 Taxation of limited liability companies.
17-76,141 Severability clause.
17-76,143 Series limited liability company.
17-76,143a Merger or consolidation of one or more series.
17-76,144 Certification of cancellation; court appointments; powers of trustees or receivers.
17-76,145 Procedure preventing dissolution or winding up; exception.
17-76,147 Reinstatement of a series. [See Revisor's Note]
17-76,148 Statutory public benefit limited liability companies; applicable law; how formed.
17-76,149 Same; definitions; contents of articles of organization and operating agreement.
17-76,150 Same; vote, consent or approval required for certain actions.
17-76,151 Same; duties of members or managers.
17-76,152 Same; periodic statements and third-party certification.
17-76,153 Same; derivative lawsuits.