17-7675. Articles of organization; cancellation; certificates of cancellation and correction. (a) Articles of organization shall be canceled upon the dissolution and the completion of winding up of a limited liability company, or as provided in K.S.A. 17-76,117 or 17-76,139 or K.S.A. 2021 Supp. 17-7926(b) or 17-7929(b), and amendments thereto, or upon the filing of a certificate of merger or consolidation if the limited liability company is not the surviving or resulting entity in a merger or consolidation or upon the future effective date of a certificate of merger or consolidation if the limited liability company is not the surviving or resulting entity in a merger or consolidation or upon the filing of a certificate of division if the limited liability company is a dividing company that is not a surviving company or upon the future effective date of a certificate of division if the limited liability company is a dividing company that is not a surviving company. A certificate of cancellation shall be filed with the secretary of state to accomplish the cancellation of articles of organization upon the dissolution and the completion of winding up of a limited liability company. The certificate shall set forth:
(1) The name of the limited liability company;
(2) the reason for filing the certificate of cancellation;
(3) if the limited liability company has formed one or more series whose certificate of designation has not been canceled prior to the filing of the certificate of cancellation, the name of each such series;
(4) the future effective date or time of cancellation if it is not to be effective upon the filing of the certificate; and
(5) any other information the person filing the certificate of cancellation determines.
(b) A certificate of cancellation that is filed with the secretary of state prior to the dissolution or the completion of winding up of a limited liability company may be corrected as an erroneously executed certificate of cancellation by filing with the secretary of state a certificate of correction of such certificate of cancellation in accordance with K.S.A. 2021 Supp. 17-7912, and amendments thereto.
(c) The secretary of state shall not issue a certificate of good standing with respect to a limited liability company, or any series thereof, if its articles of organization are canceled.
History: L. 1999, ch. 119, § 14; L. 2009, ch. 47, § 43; L. 2014, ch. 40, § 11; L. 2015, ch. 65, § 6; L. 2019, ch. 47, § 16; L. 2019, ch. 47, § 17; July 1, 2020.
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.