17-7666.Registered office; resident agent.
(a) Each limited liability
company shall have and maintain in the state of Kansas:
(1) A registered office, which may but need not be a place of its business in
the state of
Kansas; 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 whose
business office is identical with the
limited liability company's registered office, or a domestic corporation, or a
domestic limited
partnership, or a domestic limited liability company, or a domestic business
trust or a foreign
corporation, or a foreign limited partnership, or a foreign limited liability
company, or foreign business trust authorized to do
business in the state of Kansas having a business office identical with such
registered office, which
is generally open during normal business hours to accept service of process and
otherwise perform
the functions of a resident agent, or the limited liability company itself.
(b) A resident agent may change the address of the registered office of the
limited liability
company or companies for which such resident agent is resident agent to another
address in the state
of Kansas by paying a fee as set forth in
K.S.A.
17-76,136, and
amendments thereto,
and filing with the
secretary of state a certificate, executed by such resident agent, setting
forth the names of all the
limited liability companies represented by such resident agent, and the address
at which such resident
agent has maintained the registered office for each of such limited liability
companies, and further
certifying to the new address to which each such registered office will be
changed on a given day,
and at which new address such resident agent will thereafter maintain the
registered office for each
of the limited liability companies recited in the certificate. Upon the filing
of such certificate, the
secretary of state shall furnish to the resident agent a certified copy of the
same under the secretary's
hand and seal of office, and thereafter, or until further change of address, as
authorized by law, the
registered office in the state of Kansas of each of the limited liability
companies recited in the
certificate shall be located at the new address of the resident agent thereof
as given in the certificate.
In the event of a change of name of any person acting as a resident agent of a
limited liability
company, such resident agent shall file with the secretary of state a
certificate, executed by such resident agent, setting forth the new name of
such resident agent, the name of such resident agent
before it was changed, the names of all the limited liability companies
represented by such resident
agent, and the address at which such resident agent has maintained the
registered office for each of
such limited liability companies, and shall pay a fee as set forth in K.S.A.
17-76,136, and amendments
thereto. Upon the filing of such certificate, the secretary of state shall
furnish to the resident agent
a certified copy of the certificate under hand and seal of office. Filing a
certificate under this section
shall be deemed to be an amendment of the articles of organization of each
limited liability company
affected thereby and each such limited liability company shall not be required
to take any further
action with respect thereto, to amend its articles of organization under
K.S.A.
17-76,136, and amendments
thereto. Any resident agent filing a certificate under this section shall
promptly, upon such filing,
deliver a copy of any such certificate to each limited liability company
affected thereby.
(c) The resident agent of one or more limited liability companies may resign
and appoint a
successor resident agent by paying a fee as set forth in
K.S.A.
17-76,136, and
amendments thereto, and
filing a certificate with the secretary of state, stating that the resident
agent resigns and
the name and address of the
successor resident agent. There shall be attached to such certificate a
statement executed by each
affected limited liability company ratifying and approving such change of
resident agent. Upon such
filing, the successor resident agent shall become the resident agent of such
limited liability
companies as have ratified and approved such substitution and the successor
resident agent's address,
as stated in such certificate, shall become the address of each such limited
liability company's
registered office in the state of Kansas. The secretary of state shall furnish
to the successor resident
agent a certified copy of the certificate of resignation. Filing of such
certificate of resignation shall
be deemed to be an amendment of the articles of organization of each limited
liability company affected thereby and each such limited liability company
shall not be required to take any further
action with respect thereto, to amend its articles of organization under
K.S.A.
17-76,136, and amendments
thereto.
(d) The resident agent of a limited liability company may resign without
appointing a
successor resident agent by paying a fee as set forth in
K.S.A.
17-76,136, and
amendments thereto, and
filing a certificate with the secretary of state stating that the resident
agent resigns as
resident agent for the limited
liability company identified in the certificate, but such resignation shall not
become effective until
60 days after the certificate is filed. There shall be attached to said
certificate an affidavit of such
resident agent, if an individual, or the president, a vice-president or the
secretary thereof if a
corporation, that at least 30 days prior to and on or about the date of the
filing of such certificate,
notices were sent by certified or registered mail to the limited liability
company for which such
resident agent is resigning as resident agent, at the principal office thereof
within or outside the state
of Kansas, if known to such resident agent or, if not, to the last known
address of the attorney or
other individual at whose request such resident agent was appointed for such
limited liability
company, of the resignation of such resident agent. After receipt of the
notice of the resignation of
its resident agent, the limited liability company for which such resident agent
was acting shall obtain
and designate a new resident agent, to take the place of the resident agent so
resigning. If such
limited liability company fails to obtain and designate a new resident agent as
aforesaid prior to the
expiration of the period of 60 days after the filing by the resident agent of
the certificate of
resignation, the articles of organization of such limited liability company
shall be deemed to be
canceled. After the resignation of the resident agent shall have become
effective as provided in this
section and if no new resident agent shall have been obtained and designated in
the time and manner aforesaid, service of legal process against the limited
liability company for which the resigned
resident agent had been acting shall thereafter be upon the secretary of state
in accordance with
K.S.A.
17-76,136, and amendments thereto.
(e) If a domestic limited liability company's resident agent dies or moves
from the registered
office, the limited liability company shall designate and certify to the
secretary of state the name of
another resident agent within 30 days of the death or move. If no new resident
agent is designated,
the service of legal process on the limited liability company may be made as
prescribed in K.S.A.
60-304, and amendments thereto. If any domestic limited liability company fails
to designate a new
resident agent as required by this subsection, the secretary of state, after
giving 30 days' notice of the
intended action, may declare the articles of organization canceled.
History: L. 1999, ch. 119, § 5;
L. 2007, ch. 81, § 8; July 1.
17-7666.Registered office; resident agent.
(a) Each limited liability
company shall have and maintain in the state of Kansas:
(1) A registered office, which may but need not be a place of its business in
the state of
Kansas; 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 whose
business office is identical with the
limited liability company's registered office, or a domestic corporation, or a
domestic limited
partnership, or a domestic limited liability company, or a domestic business
trust or a foreign
corporation, or a foreign limited partnership, or a foreign limited liability
company, or foreign business trust authorized to do
business in the state of Kansas having a business office identical with such
registered office, which
is generally open during normal business hours to accept service of process and
otherwise perform
the functions of a resident agent, or the limited liability company itself.
(b) A resident agent may change the address of the registered office of the
limited liability
company or companies for which such resident agent is resident agent to another
address in the state
of Kansas by paying a fee as set forth in
K.S.A.
17-76,136, and
amendments thereto,
and filing with the
secretary of state a certificate, executed by such resident agent, setting
forth the names of all the
limited liability companies represented by such resident agent, and the address
at which such resident
agent has maintained the registered office for each of such limited liability
companies, and further
certifying to the new address to which each such registered office will be
changed on a given day,
and at which new address such resident agent will thereafter maintain the
registered office for each
of the limited liability companies recited in the certificate. Upon the filing
of such certificate, the
secretary of state shall furnish to the resident agent a certified copy of the
same under the secretary's
hand and seal of office, and thereafter, or until further change of address, as
authorized by law, the
registered office in the state of Kansas of each of the limited liability
companies recited in the
certificate shall be located at the new address of the resident agent thereof
as given in the certificate.
In the event of a change of name of any person acting as a resident agent of a
limited liability
company, such resident agent shall file with the secretary of state a
certificate, executed by such resident agent, setting forth the new name of
such resident agent, the name of such resident agent
before it was changed, the names of all the limited liability companies
represented by such resident
agent, and the address at which such resident agent has maintained the
registered office for each of
such limited liability companies, and shall pay a fee as set forth in K.S.A.
17-76,136, and amendments
thereto. Upon the filing of such certificate, the secretary of state shall
furnish to the resident agent
a certified copy of the certificate under hand and seal of office. Filing a
certificate under this section
shall be deemed to be an amendment of the articles of organization of each
limited liability company
affected thereby and each such limited liability company shall not be required
to take any further
action with respect thereto, to amend its articles of organization under
K.S.A.
17-76,136, and amendments
thereto. Any resident agent filing a certificate under this section shall
promptly, upon such filing,
deliver a copy of any such certificate to each limited liability company
affected thereby.
(c) The resident agent of one or more limited liability companies may resign
and appoint a
successor resident agent by paying a fee as set forth in
K.S.A.
17-76,136, and
amendments thereto, and
filing a certificate with the secretary of state, stating that the resident
agent resigns and
the name and address of the
successor resident agent. There shall be attached to such certificate a
statement executed by each
affected limited liability company ratifying and approving such change of
resident agent. Upon such
filing, the successor resident agent shall become the resident agent of such
limited liability
companies as have ratified and approved such substitution and the successor
resident agent's address,
as stated in such certificate, shall become the address of each such limited
liability company's
registered office in the state of Kansas. The secretary of state shall furnish
to the successor resident
agent a certified copy of the certificate of resignation. Filing of such
certificate of resignation shall
be deemed to be an amendment of the articles of organization of each limited
liability company affected thereby and each such limited liability company
shall not be required to take any further
action with respect thereto, to amend its articles of organization under
K.S.A.
17-76,136, and amendments
thereto.
(d) The resident agent of a limited liability company may resign without
appointing a
successor resident agent by paying a fee as set forth in
K.S.A.
17-76,136, and
amendments thereto, and
filing a certificate with the secretary of state stating that the resident
agent resigns as
resident agent for the limited
liability company identified in the certificate, but such resignation shall not
become effective until
60 days after the certificate is filed. There shall be attached to said
certificate an affidavit of such
resident agent, if an individual, or the president, a vice-president or the
secretary thereof if a
corporation, that at least 30 days prior to and on or about the date of the
filing of such certificate,
notices were sent by certified or registered mail to the limited liability
company for which such
resident agent is resigning as resident agent, at the principal office thereof
within or outside the state
of Kansas, if known to such resident agent or, if not, to the last known
address of the attorney or
other individual at whose request such resident agent was appointed for such
limited liability
company, of the resignation of such resident agent. After receipt of the
notice of the resignation of
its resident agent, the limited liability company for which such resident agent
was acting shall obtain
and designate a new resident agent, to take the place of the resident agent so
resigning. If such
limited liability company fails to obtain and designate a new resident agent as
aforesaid prior to the
expiration of the period of 60 days after the filing by the resident agent of
the certificate of
resignation, the articles of organization of such limited liability company
shall be deemed to be
canceled. After the resignation of the resident agent shall have become
effective as provided in this
section and if no new resident agent shall have been obtained and designated in
the time and manner aforesaid, service of legal process against the limited
liability company for which the resigned
resident agent had been acting shall thereafter be upon the secretary of state
in accordance with
K.S.A.
17-76,136, and amendments thereto.
(e) If a domestic limited liability company's resident agent dies or moves
from the registered
office, the limited liability company shall designate and certify to the
secretary of state the name of
another resident agent within 30 days of the death or move. If no new resident
agent is designated,
the service of legal process on the limited liability company may be made as
prescribed in K.S.A.
60-304, and amendments thereto. If any domestic limited liability company fails
to designate a new
resident agent as required by this subsection, the secretary of state, after
giving 30 days' notice of the
intended action, may declare the articles of organization canceled.
History: L. 1999, ch. 119, § 5;
L. 2007, ch. 81, § 8; July 1.
17-7666.Registered office; resident agent.
(a) Each limited liability
company shall have and maintain in the state of Kansas:
(1) A registered office, which may but need not be a place of its business in
the state of
Kansas; 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 whose
business office is identical with the
limited liability company's registered office, or a domestic corporation, or a
domestic limited
partnership, or a domestic limited liability company, or a domestic business
trust or a foreign
corporation, or a foreign limited partnership, or a foreign limited liability
company, or foreign business trust authorized to do
business in the state of Kansas having a business office identical with such
registered office, which
is generally open during normal business hours to accept service of process and
otherwise perform
the functions of a resident agent, or the limited liability company itself.
(b) A resident agent may change the address of the registered office of the
limited liability
company or companies for which such resident agent is resident agent to another
address in the state
of Kansas by paying a fee as set forth in
K.S.A.
17-76,136, and
amendments thereto,
and filing with the
secretary of state a certificate, executed by such resident agent, setting
forth the names of all the
limited liability companies represented by such resident agent, and the address
at which such resident
agent has maintained the registered office for each of such limited liability
companies, and further
certifying to the new address to which each such registered office will be
changed on a given day,
and at which new address such resident agent will thereafter maintain the
registered office for each
of the limited liability companies recited in the certificate. Upon the filing
of such certificate, the
secretary of state shall furnish to the resident agent a certified copy of the
same under the secretary's
hand and seal of office, and thereafter, or until further change of address, as
authorized by law, the
registered office in the state of Kansas of each of the limited liability
companies recited in the
certificate shall be located at the new address of the resident agent thereof
as given in the certificate.
In the event of a change of name of any person acting as a resident agent of a
limited liability
company, such resident agent shall file with the secretary of state a
certificate, executed by such resident agent, setting forth the new name of
such resident agent, the name of such resident agent
before it was changed, the names of all the limited liability companies
represented by such resident
agent, and the address at which such resident agent has maintained the
registered office for each of
such limited liability companies, and shall pay a fee as set forth in K.S.A.
17-76,136, and amendments
thereto. Upon the filing of such certificate, the secretary of state shall
furnish to the resident agent
a certified copy of the certificate under hand and seal of office. Filing a
certificate under this section
shall be deemed to be an amendment of the articles of organization of each
limited liability company
affected thereby and each such limited liability company shall not be required
to take any further
action with respect thereto, to amend its articles of organization under
K.S.A.
17-76,136, and amendments
thereto. Any resident agent filing a certificate under this section shall
promptly, upon such filing,
deliver a copy of any such certificate to each limited liability company
affected thereby.
(c) The resident agent of one or more limited liability companies may resign
and appoint a
successor resident agent by paying a fee as set forth in
K.S.A.
17-76,136, and
amendments thereto, and
filing a certificate with the secretary of state, stating that the resident
agent resigns and
the name and address of the
successor resident agent. There shall be attached to such certificate a
statement executed by each
affected limited liability company ratifying and approving such change of
resident agent. Upon such
filing, the successor resident agent shall become the resident agent of such
limited liability
companies as have ratified and approved such substitution and the successor
resident agent's address,
as stated in such certificate, shall become the address of each such limited
liability company's
registered office in the state of Kansas. The secretary of state shall furnish
to the successor resident
agent a certified copy of the certificate of resignation. Filing of such
certificate of resignation shall
be deemed to be an amendment of the articles of organization of each limited
liability company affected thereby and each such limited liability company
shall not be required to take any further
action with respect thereto, to amend its articles of organization under
K.S.A.
17-76,136, and amendments
thereto.
(d) The resident agent of a limited liability company may resign without
appointing a
successor resident agent by paying a fee as set forth in
K.S.A.
17-76,136, and
amendments thereto, and
filing a certificate with the secretary of state stating that the resident
agent resigns as
resident agent for the limited
liability company identified in the certificate, but such resignation shall not
become effective until
60 days after the certificate is filed. There shall be attached to said
certificate an affidavit of such
resident agent, if an individual, or the president, a vice-president or the
secretary thereof if a
corporation, that at least 30 days prior to and on or about the date of the
filing of such certificate,
notices were sent by certified or registered mail to the limited liability
company for which such
resident agent is resigning as resident agent, at the principal office thereof
within or outside the state
of Kansas, if known to such resident agent or, if not, to the last known
address of the attorney or
other individual at whose request such resident agent was appointed for such
limited liability
company, of the resignation of such resident agent. After receipt of the
notice of the resignation of
its resident agent, the limited liability company for which such resident agent
was acting shall obtain
and designate a new resident agent, to take the place of the resident agent so
resigning. If such
limited liability company fails to obtain and designate a new resident agent as
aforesaid prior to the
expiration of the period of 60 days after the filing by the resident agent of
the certificate of
resignation, the articles of organization of such limited liability company
shall be deemed to be
canceled. After the resignation of the resident agent shall have become
effective as provided in this
section and if no new resident agent shall have been obtained and designated in
the time and manner aforesaid, service of legal process against the limited
liability company for which the resigned
resident agent had been acting shall thereafter be upon the secretary of state
in accordance with
K.S.A.
17-76,136, and amendments thereto.
(e) If a domestic limited liability company's resident agent dies or moves
from the registered
office, the limited liability company shall designate and certify to the
secretary of state the name of
another resident agent within 30 days of the death or move. If no new resident
agent is designated,
the service of legal process on the limited liability company may be made as
prescribed in K.S.A.
60-304, and amendments thereto. If any domestic limited liability company fails
to designate a new
resident agent as required by this subsection, the secretary of state, after
giving 30 days' notice of the
intended action, may declare the articles of organization canceled.
History: L. 1999, ch. 119, § 5;
L. 2007, ch. 81, § 8; July 1.