17-76,117. Involuntary dissolution. (a) A limited liability company may be dissolved involuntarily by order of the district court for the county in which the registered office of the limited liability company is located in an action filed by the attorney general when it is established that the limited liability company:
(1) Has procured its articles of organization through fraud;
(2) has exceeded the authority conferred upon it by law;
(3) has committed a violation of any provision of law whereby it has forfeited its articles of organization;
(4) has carried on, conducted or transacted its business in a persistently fraudulent or illegal manner; or
(5) by the abuse of its powers contrary to the public policy of the state, has become liable to be dissolved.
(b) If the business of the limited liability company is suffering or is threatened with irreparable injury because the members of a limited liability company, or the managers of a limited liability company having more than one manager, are so deadlocked respecting the management of the affairs of the limited liability company that the requisite vote for action cannot be obtained and the members are unable to terminate such deadlock, then any member or members in the aggregate owning at least 25% of the outstanding interests in either capital or profits and losses in the limited liability company may file with the district court a petition stating that such member or members desire to dissolve the limited liability company and to dispose of the assets thereof in accordance with a plan to be agreed upon by the members or as determined by the district court in the absence of such agreement. Such petition shall have attached thereto a copy of a proposed plan of dissolution and distribution and a certificate stating that copies of such petition and plan have been transmitted in writing to all of the other members of the limited liability company at least 30 days before the filing of the petition and that the members having the requisite vote required to cause dissolution under the operating agreement have failed or refused to consent to such plan. Unless members who own more than ⅔ of the then current percentage or other interest in profits of the limited liability company owned by all members, or if there is more than one class or group of members, then by each class or group, or such other number of members having the requisite vote to cause dissolution as the operating agreement may provide, file with the district court within the time period for the answer date of the petition, an answer and a certificate stating that they have agreed on either the petitioner's plan, or a modification or alternative thereof, then the district court shall order that such limited liability company be dissolved, if the district court determines that such irreparable injury and deadlock exists. In any proceeding under this section, the court may appoint one or more trustees or receivers with all the powers and title of a trustee or receiver appointed under K.S.A. 17-6808, and amendments thereto, to administer and wind up the limited liability company's affairs and may grant such other relief as the court deems equitable.
History: L. 1999, ch. 119, § 56; L. 2014, ch. 40, § 42; 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.