17-7666.   Registered office; resident agent.(a) Each limited liabilitycompany shall have and maintain in the state of Kansas:

      (1)   A registered office, which may but need not be a place of its business inthe state ofKansas; and

      (2)   A resident agent for service of process on the limited liability company,which agent may be either an individual resident of the state of Kansas whosebusiness office is identical with thelimited liability company's registered office, or a domestic corporation, or adomestic limitedpartnership, or a domestic limited liability company, or a domestic businesstrust or a foreigncorporation, or a foreign limited partnership, or a foreign limited liabilitycompany, or foreign business trust authorized to dobusiness in the state of Kansas having a business office identical with suchregistered office, whichis generally open during normal business hours to accept service of process andotherwise performthe functions of a resident agent, or the limited liability company itself.

      (b)   A resident agent may change the address of the registered office of thelimited liabilitycompany or companies for which such resident agent is resident agent to anotheraddress in the stateof Kansas by paying a fee as set forth inK.S.A.17-76,136, andamendments thereto,and filing with thesecretary of state a certificate, executed by such resident agent, settingforth the names of all thelimited liability companies represented by such resident agent, and the addressat which such residentagent has maintained the registered office for each of such limited liabilitycompanies, and furthercertifying to the new address to which each such registered office will bechanged on a given day,and at which new address such resident agent will thereafter maintain theregistered office for eachof the limited liability companies recited in the certificate. Upon the filingof such certificate, thesecretary of state shall furnish to the resident agent a certified copy of thesame under the secretary'shand and seal of office, and thereafter, or until further change of address, asauthorized by law, theregistered office in the state of Kansas of each of the limited liabilitycompanies recited in thecertificate shall be located at the new address of the resident agent thereofas given in the certificate.In the event of a change of name of any person acting as a resident agent of alimited liabilitycompany, such resident agent shall file with the secretary of state acertificate, executed by such resident agent, setting forth the new name ofsuch resident agent, the name of such resident agentbefore it was changed, the names of all the limited liability companiesrepresented by such residentagent, and the address at which such resident agent has maintained theregistered office for each ofsuch limited liability companies, and shall pay a fee as set forth in K.S.A.17-76,136, and amendmentsthereto. Upon the filing of such certificate, the secretary of state shallfurnish to the resident agenta certified copy of the certificate under hand and seal of office. Filing acertificate under this sectionshall be deemed to be an amendment of the articles of organization of eachlimited liability companyaffected thereby and each such limited liability company shall not be requiredto take any furtheraction with respect thereto, to amend its articles of organization underK.S.A.17-76,136, and amendmentsthereto. Any resident agent filing a certificate under this section shallpromptly, upon such filing,deliver a copy of any such certificate to each limited liability companyaffected thereby.

      (c)   The resident agent of one or more limited liability companies may resignand appoint asuccessor resident agent by paying a fee as set forth inK.S.A.17-76,136, andamendments thereto, andfiling a certificate with the secretary of state, stating that the residentagent resigns andthe name and address of thesuccessor resident agent. There shall be attached to such certificate astatement executed by eachaffected limited liability company ratifying and approving such change ofresident agent. Upon suchfiling, the successor resident agent shall become the resident agent of suchlimited liabilitycompanies as have ratified and approved such substitution and the successorresident agent's address,as stated in such certificate, shall become the address of each such limitedliability company'sregistered office in the state of Kansas. The secretary of state shall furnishto the successor residentagent a certified copy of the certificate of resignation. Filing of suchcertificate of resignation shallbe deemed to be an amendment of the articles of organization of each limitedliability company affected thereby and each such limited liability companyshall not be required to take any furtheraction with respect thereto, to amend its articles of organization underK.S.A.17-76,136, and amendmentsthereto.

      (d)   The resident agent of a limited liability company may resign withoutappointing asuccessor resident agent by paying a fee as set forth inK.S.A.17-76,136, andamendments thereto, andfiling a certificate with the secretary of state stating that the residentagent resigns asresident agent for the limitedliability company identified in the certificate, but such resignation shall notbecome effective until60 days after the certificate is filed. There shall be attached to saidcertificate an affidavit of suchresident agent, if an individual, or the president, a vice-president or thesecretary thereof if acorporation, that at least 30 days prior to and on or about the date of thefiling of such certificate,notices were sent by certified or registered mail to the limited liabilitycompany for which suchresident agent is resigning as resident agent, at the principal office thereofwithin or outside the stateof Kansas, if known to such resident agent or, if not, to the last knownaddress of the attorney orother individual at whose request such resident agent was appointed for suchlimited liabilitycompany, of the resignation of such resident agent. After receipt of thenotice of the resignation ofits resident agent, the limited liability company for which such resident agentwas acting shall obtainand designate a new resident agent, to take the place of the resident agent soresigning. If suchlimited liability company fails to obtain and designate a new resident agent asaforesaid prior to theexpiration of the period of 60 days after the filing by the resident agent ofthe certificate ofresignation, the articles of organization of such limited liability companyshall be deemed to becanceled. After the resignation of the resident agent shall have becomeeffective as provided in thissection and if no new resident agent shall have been obtained and designated inthe time and manner aforesaid, service of legal process against the limitedliability company for which the resignedresident agent had been acting shall thereafter be upon the secretary of statein accordance withK.S.A.17-76,136, and amendments thereto.

      (e)   If a domestic limited liability company's resident agent dies or movesfrom the registeredoffice, the limited liability company shall designate and certify to thesecretary of state the name ofanother resident agent within 30 days of the death or move. If no new residentagent is designated,the service of legal process on the limited liability company may be made asprescribed in K.S.A.60-304, and amendments thereto. If any domestic limited liability company failsto designate a newresident agent as required by this subsection, the secretary of state, aftergiving 30 days' notice of theintended action, may declare the articles of organization canceled.

      History:   L. 1999, ch. 119, § 5;L. 2007, ch. 81, § 8; July 1.