17-7668.   Nature of business permitted;powers.(a) Unless otherwisespecifically prohibited by law, a limited liability company maycarry on any lawful business, purpose or activity, whether or not for profitwith the exception of thebusiness of granting policies of insurance, or assuming insurance risks orbanking as defined inK.S.A. 9-702, and amendments thereto.

      (b)   A limited liability company shall possess and may exercise all the powersand privilegesgranted by this act or by any other law or by its operating agreement, togetherwith any powersincidental thereto, so far as such powers and privileges are necessary orconvenient to the conduct,promotion or attainment of the business, purposes or activities of the limitedliability company.

      (c)   A limited liability company organized and existing under the Kansaslimited liabilitycompany act or otherwise qualified to do business in Kansas may have andexercise all powers whichmay be exercised by a Kansas professional association or professionalcorporation under theprofessional corporation law of Kansas, including employment of professionalsto practice aprofession, which shall be limited to the practice of one profession, except asprovided in K.S.A. 17-2710, and amendments thereto.

      (d)   Only a qualified person may be a member of a limited liability companyorganized toexercise powers of a professional association or professional corporation. Nomembership may betransferred to another person until there is presented to such limitedliability company a certificateby the licensing body, as defined in K.S.A. 74-146, and amendmentsthereto, stating thatthe person to whom the transfer is made or the membership issued is dulylicensed to render the sametype of professional services as that for which the limited liability companywas organized.

      (e)   As used in the section, "qualified person" means:

      (1)   Any natural person licensed to practice the same type of profession whichanyprofessional corporation is authorized to practice;

      (2)   the trustee of a trust which is a qualified trust under subsection (a)of section 401 of thefederal internal revenue code of 1986, as in effect, on July 1, 1999, or of acontribution plan whichis a qualified employee stock ownership plan under subsection (a) of section409A of the federalinternal revenue code of 1986, as in effect, on July 1, 1999;

      (3)   the trustee of a revocable living trust established by a natural personwho is licensed topractice the type of profession which any professional corporation isauthorized to practice, if theterms of such trust provide that such natural person is the principalbeneficiary and sole trustee ofsuch trust and such trust does not continue to hold title to membership in thelimited liabilitycompany following such natural person's death for more than a reasonableperiod of time necessaryto dispose of such membership; or

      (4)   a Kansas professional corporation or foreign professional corporation inwhich at leastone member or shareholder is authorized by a licensing body, as defined inK.S.A. 74-146, and amendments thereto, to render in this state aprofessional service permitted by the articlesof organization; or

      (5)   a general partnership or limited liability company, if all partners ormembers thereof areauthorized to render the professional services permitted by the articles oforganization of the issuinglimited liability company formed pursuant to this section and in which at leastone partner or memberis authorized by a licensing authority of this state to render in this statethe professional servicespermitted by the articles of organization of the limited liability company.

      (f)   Nothing in this act shall restrict or limit in any manner the authorityand duty of any licensing body, as defined in K.S.A. 74-146, andamendments thereto, for the licensingof individual persons rendering a professional service or the practice of theprofession which iswithin the jurisdiction of the licensing body, notwithstanding that the personis an officer, manager,member or employee of a limited liability company organized to exercise powersof a professionalassociation or corporation. Each licensing body may adopt rules andregulations governing thepractice of each profession as are necessary to enforce and comply with thisact and the lawapplicable to each profession.

      (g)   A licensing body, as defined in K.S.A. 74-146, and amendmentsthereto, theattorney general or district or county attorney may bring an action in the nameof the state of Kansasin quo warranto or injunction against a limited liability company engaging inthe practice of aprofession with complying with the provisions of this act.

      (h)   A limited liability company organized to exercise powers of aprofessional associationor professional corporation under the Kansas limited liability company actprior to July 1, 1999, shallfile with the secretary of state at the time of making an annual report for thecalendar year 1999 acertificate by the licensing body, as defined in K.S.A. 74-146, andamendments thereto,of the profession involved that each of the members is duly licensed topractice that profession, andthat the proposed company name has been approved.

      History:   L. 1999, ch. 119, § 7; Jan. 1, 2000.