CHAPTER 36 SENATE BILL No. 472 (Amended by Chapter 121)
      An Act concerning limited liability companies; relating to formation; articles of organization;
      dissolution; amending K.S.A. 17-7605, 17-7607 and 17-7622 and repealing the existing
      sections.

Be it enacted by the Legislature of the State of Kansas:

Section 1. K.S.A. 17-7605 is hereby amended to read as follows:
17-7605. Any person may form a limited liability company, which shall
have two one or more members, by executing and filing with the secretary
of state articles of organization for such limited liability company.

Sec. 2. K.S.A. 17-7607 is hereby amended to read as follows: 17-
7607. (a) The articles of organization of a limited liability company shall
set forth:

(1) The name of the limited liability company;

(2) the period of its duration or, the latest date upon which the limited
liability company is to dissolve;

(3) the purpose for which the limited liability company is organized;

(4) the address of its registered office in the state and the name and
address of its initial resident agent in the state;

(5) the right, if given, of the members to admit additional members
and the terms and conditions of the admissions;

(6) the right, if given, of the remaining members of the limited lia-
bility company to continue the business on the death, retirement, resig-
nation, expulsion, bankruptcy, or dissolution of a member or the occur-
rence of any other event which terminates the continued membership of
a member in the limited liability company;

(7) (6) (A) if the limited liability company is to be managed by a
manager or managers, a statement that the company is to be managed by
a manager or managers and the names and addresses of such managers
who are to serve as managers until their successors are elected and qual-
ify; and

(B) if the management of a limited liability company is reserved to
the members, the names and addresses of the members; and

(8) (7) any other provisions, not inconsistent with law, which the
members elect to set out in the articles of organization for the regulation
of the internal affairs of the limited liability company, including any pro-
visions which under the Kansas limited liability company act are required
or permitted to be set out in the operating agreement of the limited
liability company.

(b) It is not necessary to set out in the articles of organization any of
the powers enumerated in the Kansas limited liability company act.

Sec. 3. K.S.A. 17-7622 is hereby amended to read as follows: 17-
7622. (a) A limited liability company organized under the Kansas limited
liability company act shall be dissolved upon the occurrence of any of the
following events:

(1) When the period fixed for the duration of the limited liability
company expires As specified in the articles of organization;

(2) as specified in the operating agreement;

(3) at any time there are no members;

(4) upon the entry of a decree of judicial dissolution pursuant to
K.S.A. 17-7629 and amendments thereto; or

(5) by the unanimous written agreement of all members; or.

(3) upon the death, retirement, resignation, expulsion, bankruptcy or
dissolution of a member or upon the occurrence of any other event which
terminates the continued membership of a member in the limited liability
company, unless the business of the limited liability company is continued
by the consent of a majority in interest of the remaining members or
under a right to continue stated in the articles of organization or operating
agreement of the limited liability company. For purposes of this section,
``majority in interest'' means members who in the aggregate hold not less
than a majority of the profits interest and a majority of the capital interest
of the company owned by all of the remaining members. For the purposes
of the foregoing, profits are determined and allocated based upon any
reasonable estimate of profits from the date of the dissolution event to
the projected termination of the company, taking into account present
and future allocation of profits under the operating agreement that is in
effect as of the date of the dissolution event. For purposes of the fore-
going, capital is determined as of the date of the dissolution event.

(b) Unless otherwise provided in the operating agreement, the death,
retirement, resignation, expulsion, bankruptcy or dissolution of any mem-
ber or the occurrence of any other event that terminates the continued
membership of any member shall not cause the limited liability company
to be dissolved or its affairs to be wound up, and upon the occurrence of
any such event, the limited liability company shall be continued without
dissolution, unless within 90 days following the occurrence of such event,
members of the limited liability company or, if there is more than one
class or group of members, then each class or group of members, in either
case, by a majority in interest of the members of the limited liability com-
pany or by the members in each class or group, as appropriate, agree in
writing to dissolve the limited liability company.

(c) As soon as possible following the occurrence of any of the events
specified in subsection (a) this section which effects the dissolution of the
limited liability company, the limited liability company shall execute a
statement of intent to dissolve in the form prescribed by the secretary of
state.

Sec. 4. K.S.A. 17-7605, 17-7607 and 17-7622 are hereby repealed.

Sec. 5. This act shall take effect and be in force from and after its
publication in the statute book.

Approved March 27, 1998