17-7680. Restated articles of organization; restated certificate of designation. (a) Restated articles of organization.
(1) A limited liability company may, whenever desired, integrate into a single instrument all of the provisions of its articles of organization which are then in effect and operative as a result of there having previously been filed with the secretary of state one or more certificates or other instruments pursuant to K.S.A. 17-7673 through 17-7683, and amendments thereto, and the business entity standard treatment act, K.S.A. 2021 Supp. 17-7901 et seq., and amendments thereto, and K.S.A. 2021 Supp. 17-7685a and 17-76,143a, and amendments thereto, and it may at the same time also further amend its articles of organization by adopting restated articles of organization.
(2) If restated articles of organization merely restate and integrate but do not further amend the initial articles of organization, as previously amended or supplemented by any certificate or instrument that was executed and filed pursuant to K.S.A. 17-7673 through 17-7683, and amendments thereto, and the business entity standard treatment act, K.S.A. 2021 Supp. 17-7901 et seq., and amendments thereto, they shall be specifically designated in their heading as "restated articles of organization" together with such other words as the limited liability company may deem appropriate and shall be executed by an authorized person and filed with the secretary of state as provided in K.S.A. 2021 Supp. 17-7910, and amendments thereto. If restated articles of organization restate and integrate and also further amend in any respect the articles of organization, as previously amended or supplemented, they shall be specifically designated in their heading as "amended and restated articles of organization" together with such other words as the limited liability company may deem appropriate and shall be executed by at least one authorized person and filed as provided in K.S.A. 2021 Supp. 17-7910, and amendments thereto.
(3) Restated articles of organization shall state, either in their heading or in an introductory paragraph, the limited liability company's present name; if it has been changed, the name under which it was originally filed; the date of filing of its original articles of organization with the secretary of state; and the future effective date, which shall be a date certain, of the restated articles of organization if they are not to be effective upon the filing of the restated articles of organization with the secretary of state. Restated articles of organization shall also state that they were duly executed and are being filed in accordance with this section. If restated articles of organization only restate and integrate and do not further amend a limited liability company's articles of organization as previously amended or supplemented and there is no discrepancy between those provisions and the restated articles of organization, they shall state that fact as well.
(4) Upon the filing of restated articles of organization with the secretary of state, or upon the future effective date of restated articles of organization as provided for therein, the initial articles of organization, as previously amended or supplemented, shall be superseded. Thereafter the restated articles of organization, including any further amendment or changes made thereby, shall be the articles of organization of the limited liability company, but the original effective date of formation shall remain unchanged.
(5) Any amendment or change effected in connection with the restatement and integration of the articles of organization shall be subject to any other provision of this act, not inconsistent with this section, which would apply if a separate certificate of amendment were filed to effect such amendment or change.
(b) Restated certificate of designation.
(1) A series of a limited liability company may, whenever desired, integrate into a single instrument all of the provisions of its certificate of designation that are then in effect and operative as a result of there having previously been filed with the secretary of state one or more certificates or other instruments pursuant to K.S.A. 17-7673 through 17-7683, and amendments thereto, the business entity standard treatment act, K.S.A. 2021 Supp. 17-7901 et seq., and amendments thereto, and K.S.A. 2021 Supp. 17-7685a and 17-76,143a, and amendments thereto, and it may at the same time further amend its certificate of designation by adopting a restated certificate of designation.
(2) If a restated certificate of designation merely restates and integrates but does not further amend the initial certificate of designation, as previously amended or supplemented by any instrument that was executed and filed pursuant to K.S.A. 17-7673 through 17-7683, and amendments thereto, the business entity standard treatment act, K.S.A. 2021 Supp. 17-7901 et seq., and amendments thereto, and K.S.A. 2021 Supp. 17-7685a and 17-76,143a, and amendments thereto, it shall be specifically designated in its heading as a "restated certificate of designation" together with such other words as the series may deem appropriate and shall be executed by an authorized person and filed as provided in K.S.A. 2021 Supp. 17-7910, and amendments thereto. If a restated certificate restates and integrates and also further amends in any respect the certificate of designation as previously amended or supplemented, it shall be specifically designated in its heading as an "amended and restated certificate of designation" together with such other words as the series may deem appropriate and shall be executed by at least one authorized person and filed as provided in K.S.A. 2021 Supp. 17-7910, and amendments thereto.
(3) A restated certificate of designation shall state, either in its heading or in an introductory paragraph, the name of the limited liability company, the present name of the series, and, if the name of the series has been changed, the name under which it was originally filed, and the future effective date or time, which shall be a date or time certain, of the restated certificate of designation if it is not to be effective upon the filing of the restated certificate of designation. A restated certificate shall also state that it was duly executed and is being filed in accordance with this section. If a restated certificate only restates and integrates and does not further amend a certificate of designation, as previously amended or supplemented and there is no discrepancy between those provisions and the restated certificate, it shall state that fact as well.
(4) Upon the filing of a restated certificate of designation with the secretary of state, or upon the future effective date or time of a restated certificate of designation as provided for therein, the initial certificate of designation, as theretofore amended or supplemented, shall be superseded. Thereafter, the restated certificate of designation, including any further amendment or changes made thereby, shall be the certificate of designation of such series, but the original effective date of formation of the series, as applicable, shall remain unchanged.
(5) Any amendment or change effected in connection with the restatement and integration of a certificate of designation shall be subject to any other provision of the Kansas revised limited liability company act, not inconsistent with this section, which would apply if a separate certificate of amendment were filed to effect such amendment or change.
History: L. 1999, ch. 119, § 19; L. 2014, ch. 40, § 16; L. 2015, ch. 65, § 8; L. 2019, ch. 47, § 20; L. 2019, ch. 47, § 21; 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.