Articles of Organization
To form an LLC in Kansas, articles of organization must be signed by at least one person and then filed with the Secretary of State. State law requires that certain information be included in your articles of organization. This information must include:
- The company name
- The address of the registered office
- The name and address of the resident agent for service of process and amendments thereto
- Any other provisions, not inconsistent with law, that the member elect to be set forth
Your LLC is considered organized once the articles of organization and one duplicate copy (a signed or conformed copy) are delivered to the Secretary of State, and they are deemed to be in compliance with state requirements. The document must be executed by at least one authorized person, who need not be a member or manager of the LLC. A person who executes a certificate, statement or articles as an agent or fiduciary shall not be required to exhibit evidence of the person’s authority as a prerequisite to filing.
One certified copy of the articles of organization will be issued, and the other certified copy will be returned to the organizer or members.
Additionally, forming an LLC generally requires inclusion and/or consideration of the following:
Any person or entity may form a LLC. The person or entity need not be a member of the LLC.
- Minimum Number of Organizers: One or more persons or entities capable of contracting
- Eligibility: An organizer may be a natural person, partnership (whether general or limited and whether domestic or foreign), LLC, foreign LLC, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity
Although not required, LLC members may adopt an operating agreement for the company, which may also be amended and repealed as allowed by the agreement or applicable law. The articles of organization may contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement. If there is more than one member, any operating agreement shall initially be agreed to, in writing, by all of the members.
A limited liability company must have one or more members. Requirements:
- Minimum Number of Members: One or more
- Eligibility Requirements: A natural person or an entity
- Procedure for Membership: The member may acquire an interest in the LLC upon the later to occur of
- The formation of the LLC or
- The time provided in and upon compliance with the operating agreement, or if not provided, when the person’s admission is reflected in the LLC records
- After formation, a person is admitted as a member of the LLC directly from company
- At the time provided in and upon compliance with the operating agreement, or
- If the operating agreement does not so provide, upon the consent of all members and when the person’s admission is reflected in the LLC records
Resignation of Membership
Certain prohibitions exist surrounding the ability of a member to resign from the company.
- A member may resign from a limited liability company only at the time or upon the happening of an event specified in agreement and in accordance with the operating agreement
- Unless otherwise stated under law or unless otherwise stated in the operating agreement, a member may resign from an LLC prior to dissolution and winding up
- The resigned member is not released from the member’s liability, if any, to a LLC
- Notwithstanding anything to the contrary under applicable law, the operating agreement may provide that a LLC interest may not be assigned prior to the dissolution and winding up of the LLC
The contributions of a member to the limited liability company may be in cash, property or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.