17-76,123.   Same; similar name requirements;registered office and resident agent; charge.(a) The secretary of stateshall not issue a registration to a foreign limited liabilitycompany unless the name of such limited liability company is such as todistinguish it upon therecords of the office of the secretary of state from the names of other limitedliability companies,corporations or limited partnerships organized under the laws of this state orreserved or registeredas a foreign limited liability company, foreign corporation or foreign limitedpartnership under thelaws of this state, except that a foreign limited liability company mayregister under a name whichis not such as to distinguish it upon the records of the office of thesecretary of state from the nameof other limited liability companies, corporations or limited partnershipsorganized under the lawsof this state or reserved or registered as a foreign limited liability company,foreign corporation orforeign limited partnership under the laws of this state if:

      (1)   Written consent is obtained from the other limited liability company,corporation orlimited partnership and filed with the secretary of state; or

      (2)   it indicates as a means of identification and in its advertising withinthis state, the state in which the limited liability company was formed, andthe application sets forth this condition.

      (b)   Each foreign limited liability company shall have and maintain in thestate of Kansas:

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

      (2)   a resident agent for service of process on the limited liability company,which agent may bean individual resident of the state of Kansas, a domestic corporation, adomestic limited partnership, adomestic limited liability company, a domestic business trust, or a foreigncorporation, foreign limited partnership, foreign limited liability company orforeign business trust authorized to do business in the state of Kansaswhose business office is identical with the limited liability company'sregistered office.

      (c)   A resident agent may change the address of the registered office of theforeign limitedliability companies for which the resident agent is resident agent to anotheraddress in the state ofKansas by (1) paying the fee required by this act; (2) filing with thesecretary of state a certificateexecuted by the resident agent, setting forth the names ofallthe foreign limited liabilitycompanies represented by the resident agent and the address at which theresident agent hasmaintained the registered office for each of such foreign limited liabilitycompanies; and (3)certifying to the new address to which each such registered office will bechanged on a given day andat which the resident agent will thereafter maintain the registered office foreach of the foreignlimited liability companies recited in the certificate. Upon the filing of thecertificate, the secretaryof state shall furnish to the resident agent a certified copy of suchcertificate. Thereafter, or untilfurther change of address, as authorized by law, the registered office in thestate of Kansas of eachof the foreign limited liability companies recited in the certificate shall belocated at the new addressof the resident agent of the company given in the certificate. Filing of thecertificate shall beconsidered an amendment of the application of each foreign limited liabilitycompany affected bythe certificate, and the foreign limited liability company shall not berequired to take any further action with respect thereto, to amend itsapplication. Any resident agent filing a certificateunder thissection, upon such filing, shall deliver promptly a copy of such certificate toeach foreign limitedliability company affected thereby. The resident agent shall furnish thesecretary of state oneadditional copy of the certificate for each limited liability company affected.

      (d)   The resident agent of one or more foreign limited liability companies mayresign andappoint a successor resident agent by paying the fee required by this act andfiling a certificate with the secretary of state, stating that the residentagentresignsas resident agent for theforeign limited liability company identified in the certificate and giving thename and address of thesuccessor resident agent. There shall be attached to the certificate astatement executed by eachaffected foreign limited liability company ratifying and approving the changeof resident agent. Uponthe filing, the successor resident agent shall become the resident agent ofthose foreign limitedliability companies that have ratified and approved the substitution and thesuccessor resident agent'saddress, as stated in the certificate, shall become the address of each suchforeign limited liabilitycompany's registered office in the state of Kansas. Filing of the certificateof resignation shall bedeemed to be an amendment of the application of each foreign limited liabilitycompany affected bythe certificate, and the foreign limited liability company shall not berequired to take any furtheraction with respect thereto, to amend its application. The resident agent shallfurnish the secretaryof state one additional copy of the certificate for each limited liabilitycompany affected.

      (e)   The resident agent of one or more foreign limited liability companies mayresign withoutappointing a successor resident agent by paying the fee required by this actand filing a certificatewith the secretary of state stating that the resident agentresigns as resident agent for theforeign limited liability companies identified in the certificate, but theresignation shall not become effective until 60 days after the certificate isfiled. There shall be attached to thecertificate anaffidavit that, at least 30 days prior to the date of the filing of thecertificate, notice that theresignation of the resident agent was sent by certified or registered mail toeach foreign limitedliability company for which the resident agent is resigning as resident agent.The affidavit shall besworn to by the resident agent, if an individual, or the president, avice-president or the secretary ofthe resident agent, if a corporation. The affidavit shall state that the noticewas sent to the principaloffice of each of the foreign limited liability companies within or outside thestate of Kansas, ifknown to the resident agent or, if not, to the last known address of theattorney or other individualat whose request the resident agent was appointed for the foreign limitedliability company. Afterreceipt of the notice of the resignation of its resident agent, the foreignlimited liability company forwhich the resident agent was acting shall obtain and designate a new residentagent, to take the placeof the resident agent resigning. If a foreign limited liability company failsto obtain and designatea new resident agent within 60 days after the filing by the resident agent ofthe certificate ofresignation, that foreign limited liability company shall not be permitted todo business in the stateof Kansas and its registration shall be considered canceled.

      History:   L. 1999, ch. 119, § 62;L. 2007, ch. 81, § 9; July 1.