17-76,123.Same; similar name requirements;
registered office and resident agent; charge.
(a) The secretary of state
shall not issue a registration to a foreign limited liability
company unless the name of such limited liability company is such as to
distinguish it upon the
records of the office of the secretary of state from the names of other limited
liability companies,
corporations or limited partnerships organized under the laws of this state or
reserved or registered
as a foreign limited liability company, foreign corporation or foreign limited
partnership under the
laws of this state, except that a foreign limited liability company may
register under a name which
is not such as to distinguish it upon the records of the office of the
secretary of state from the name
of other limited liability companies, corporations or limited partnerships
organized under the laws
of this state or reserved or registered as a foreign limited liability company,
foreign corporation or
foreign limited partnership under the laws of this state if:
(1) Written consent is obtained from the other limited liability company,
corporation or
limited partnership and filed with the secretary of state; or
(2) it indicates as a means of identification and in its advertising within
this state, the state in which the limited liability company was formed, and
the application sets forth this condition.
(b) Each foreign limited liability company shall have and maintain in the
state of Kansas:
(1) A registered office which may but need not be its place of business in
the state of Kansas;
and
(2) a resident agent for service of process on the limited liability company,
which agent may be
an individual resident of the state of Kansas, a domestic corporation, a
domestic limited partnership, a
domestic limited liability company, a domestic business trust, or a foreign
corporation, foreign limited partnership, foreign limited liability company or
foreign business trust authorized to do business in the state of Kansas
whose business office is identical with the limited liability company's
registered office.
(c) A resident agent may change the address of the registered office of the
foreign limited
liability companies for which the resident agent is resident agent to another
address in the state of
Kansas by (1) paying the fee required by this act; (2) filing with the
secretary of state a certificate
executed by the resident agent, setting forth the names of
all
the foreign limited liability
companies represented by the resident agent and the address at which the
resident agent has
maintained the registered office for each of such foreign limited liability
companies; and (3)
certifying to the new address to which each such registered office will be
changed on a given day and
at which the resident agent will thereafter maintain the registered office for
each of the foreign
limited liability companies recited in the certificate. Upon the filing of the
certificate, the secretary
of state shall furnish to the resident agent a certified copy of such
certificate. Thereafter, or until
further change of address, as authorized by law, the registered office in the
state of Kansas of each
of the foreign limited liability companies recited in the certificate shall be
located at the new address
of the resident agent of the company given in the certificate. Filing of the
certificate shall be
considered an amendment of the application of each foreign limited liability
company affected by
the certificate, and the foreign limited liability company shall not be
required to take any further action with respect thereto, to amend its
application. Any resident agent filing a certificate
under this
section, upon such filing, shall deliver promptly a copy of such certificate to
each foreign limited
liability company affected thereby. The resident agent shall furnish the
secretary of state one
additional copy of the certificate for each limited liability company affected.
(d) The resident agent of one or more foreign limited liability companies may
resign and
appoint a successor resident agent by paying the fee required by this act and
filing a certificate with the secretary of state, stating that the resident
agent
resigns
as resident agent for the
foreign limited liability company identified in the certificate and giving the
name and address of the
successor resident agent. There shall be attached to the certificate a
statement executed by each
affected foreign limited liability company ratifying and approving the change
of resident agent. Upon
the filing, the successor resident agent shall become the resident agent of
those foreign limited
liability companies that have ratified and approved the substitution and the
successor resident agent's
address, as stated in the certificate, shall become the address of each such
foreign limited liability
company's registered office in the state of Kansas. Filing of the certificate
of resignation shall be
deemed to be an amendment of the application of each foreign limited liability
company affected by
the certificate, and the foreign limited liability company shall not be
required to take any further
action with respect thereto, to amend its application. The resident agent shall
furnish the secretary
of state one additional copy of the certificate for each limited liability
company affected.
(e) The resident agent of one or more foreign limited liability companies may
resign without
appointing a successor resident agent by paying the fee required by this act
and filing a certificate
with the secretary of state stating that the resident agent
resigns as resident agent for the
foreign limited liability companies identified in the certificate, but the
resignation shall not become effective until 60 days after the certificate is
filed. There shall be attached to the
certificate an
affidavit that, at least 30 days prior to the date of the filing of the
certificate, notice that the
resignation of the resident agent was sent by certified or registered mail to
each foreign limited
liability company for which the resident agent is resigning as resident agent.
The affidavit shall be
sworn to by the resident agent, if an individual, or the president, a
vice-president or the secretary of
the resident agent, if a corporation. The affidavit shall state that the notice
was sent to the principal
office of each of the foreign limited liability companies within or outside the
state of Kansas, if
known to the resident agent or, if not, to the last known address of the
attorney or other individual
at whose request the resident agent was appointed for the foreign limited
liability company. After
receipt of the notice of the resignation of its resident agent, the foreign
limited liability company for
which the resident agent was acting shall obtain and designate a new resident
agent, to take the place
of the resident agent resigning. If a foreign limited liability company fails
to obtain and designate
a new resident agent within 60 days after the filing by the resident agent of
the certificate of
resignation, that foreign limited liability company shall not be permitted to
do business in the state
of Kansas and its registration shall be considered canceled.
History: L. 1999, ch. 119, § 62;
L. 2007, ch. 81, § 9; July 1.
17-76,123.Same; similar name requirements;
registered office and resident agent; charge.
(a) The secretary of state
shall not issue a registration to a foreign limited liability
company unless the name of such limited liability company is such as to
distinguish it upon the
records of the office of the secretary of state from the names of other limited
liability companies,
corporations or limited partnerships organized under the laws of this state or
reserved or registered
as a foreign limited liability company, foreign corporation or foreign limited
partnership under the
laws of this state, except that a foreign limited liability company may
register under a name which
is not such as to distinguish it upon the records of the office of the
secretary of state from the name
of other limited liability companies, corporations or limited partnerships
organized under the laws
of this state or reserved or registered as a foreign limited liability company,
foreign corporation or
foreign limited partnership under the laws of this state if:
(1) Written consent is obtained from the other limited liability company,
corporation or
limited partnership and filed with the secretary of state; or
(2) it indicates as a means of identification and in its advertising within
this state, the state in which the limited liability company was formed, and
the application sets forth this condition.
(b) Each foreign limited liability company shall have and maintain in the
state of Kansas:
(1) A registered office which may but need not be its place of business in
the state of Kansas;
and
(2) a resident agent for service of process on the limited liability company,
which agent may be
an individual resident of the state of Kansas, a domestic corporation, a
domestic limited partnership, a
domestic limited liability company, a domestic business trust, or a foreign
corporation, foreign limited partnership, foreign limited liability company or
foreign business trust authorized to do business in the state of Kansas
whose business office is identical with the limited liability company's
registered office.
(c) A resident agent may change the address of the registered office of the
foreign limited
liability companies for which the resident agent is resident agent to another
address in the state of
Kansas by (1) paying the fee required by this act; (2) filing with the
secretary of state a certificate
executed by the resident agent, setting forth the names of
all
the foreign limited liability
companies represented by the resident agent and the address at which the
resident agent has
maintained the registered office for each of such foreign limited liability
companies; and (3)
certifying to the new address to which each such registered office will be
changed on a given day and
at which the resident agent will thereafter maintain the registered office for
each of the foreign
limited liability companies recited in the certificate. Upon the filing of the
certificate, the secretary
of state shall furnish to the resident agent a certified copy of such
certificate. Thereafter, or until
further change of address, as authorized by law, the registered office in the
state of Kansas of each
of the foreign limited liability companies recited in the certificate shall be
located at the new address
of the resident agent of the company given in the certificate. Filing of the
certificate shall be
considered an amendment of the application of each foreign limited liability
company affected by
the certificate, and the foreign limited liability company shall not be
required to take any further action with respect thereto, to amend its
application. Any resident agent filing a certificate
under this
section, upon such filing, shall deliver promptly a copy of such certificate to
each foreign limited
liability company affected thereby. The resident agent shall furnish the
secretary of state one
additional copy of the certificate for each limited liability company affected.
(d) The resident agent of one or more foreign limited liability companies may
resign and
appoint a successor resident agent by paying the fee required by this act and
filing a certificate with the secretary of state, stating that the resident
agent
resigns
as resident agent for the
foreign limited liability company identified in the certificate and giving the
name and address of the
successor resident agent. There shall be attached to the certificate a
statement executed by each
affected foreign limited liability company ratifying and approving the change
of resident agent. Upon
the filing, the successor resident agent shall become the resident agent of
those foreign limited
liability companies that have ratified and approved the substitution and the
successor resident agent's
address, as stated in the certificate, shall become the address of each such
foreign limited liability
company's registered office in the state of Kansas. Filing of the certificate
of resignation shall be
deemed to be an amendment of the application of each foreign limited liability
company affected by
the certificate, and the foreign limited liability company shall not be
required to take any further
action with respect thereto, to amend its application. The resident agent shall
furnish the secretary
of state one additional copy of the certificate for each limited liability
company affected.
(e) The resident agent of one or more foreign limited liability companies may
resign without
appointing a successor resident agent by paying the fee required by this act
and filing a certificate
with the secretary of state stating that the resident agent
resigns as resident agent for the
foreign limited liability companies identified in the certificate, but the
resignation shall not become effective until 60 days after the certificate is
filed. There shall be attached to the
certificate an
affidavit that, at least 30 days prior to the date of the filing of the
certificate, notice that the
resignation of the resident agent was sent by certified or registered mail to
each foreign limited
liability company for which the resident agent is resigning as resident agent.
The affidavit shall be
sworn to by the resident agent, if an individual, or the president, a
vice-president or the secretary of
the resident agent, if a corporation. The affidavit shall state that the notice
was sent to the principal
office of each of the foreign limited liability companies within or outside the
state of Kansas, if
known to the resident agent or, if not, to the last known address of the
attorney or other individual
at whose request the resident agent was appointed for the foreign limited
liability company. After
receipt of the notice of the resignation of its resident agent, the foreign
limited liability company for
which the resident agent was acting shall obtain and designate a new resident
agent, to take the place
of the resident agent resigning. If a foreign limited liability company fails
to obtain and designate
a new resident agent within 60 days after the filing by the resident agent of
the certificate of
resignation, that foreign limited liability company shall not be permitted to
do business in the state
of Kansas and its registration shall be considered canceled.
History: L. 1999, ch. 119, § 62;
L. 2007, ch. 81, § 9; July 1.
17-76,123.Same; similar name requirements;
registered office and resident agent; charge.
(a) The secretary of state
shall not issue a registration to a foreign limited liability
company unless the name of such limited liability company is such as to
distinguish it upon the
records of the office of the secretary of state from the names of other limited
liability companies,
corporations or limited partnerships organized under the laws of this state or
reserved or registered
as a foreign limited liability company, foreign corporation or foreign limited
partnership under the
laws of this state, except that a foreign limited liability company may
register under a name which
is not such as to distinguish it upon the records of the office of the
secretary of state from the name
of other limited liability companies, corporations or limited partnerships
organized under the laws
of this state or reserved or registered as a foreign limited liability company,
foreign corporation or
foreign limited partnership under the laws of this state if:
(1) Written consent is obtained from the other limited liability company,
corporation or
limited partnership and filed with the secretary of state; or
(2) it indicates as a means of identification and in its advertising within
this state, the state in which the limited liability company was formed, and
the application sets forth this condition.
(b) Each foreign limited liability company shall have and maintain in the
state of Kansas:
(1) A registered office which may but need not be its place of business in
the state of Kansas;
and
(2) a resident agent for service of process on the limited liability company,
which agent may be
an individual resident of the state of Kansas, a domestic corporation, a
domestic limited partnership, a
domestic limited liability company, a domestic business trust, or a foreign
corporation, foreign limited partnership, foreign limited liability company or
foreign business trust authorized to do business in the state of Kansas
whose business office is identical with the limited liability company's
registered office.
(c) A resident agent may change the address of the registered office of the
foreign limited
liability companies for which the resident agent is resident agent to another
address in the state of
Kansas by (1) paying the fee required by this act; (2) filing with the
secretary of state a certificate
executed by the resident agent, setting forth the names of
all
the foreign limited liability
companies represented by the resident agent and the address at which the
resident agent has
maintained the registered office for each of such foreign limited liability
companies; and (3)
certifying to the new address to which each such registered office will be
changed on a given day and
at which the resident agent will thereafter maintain the registered office for
each of the foreign
limited liability companies recited in the certificate. Upon the filing of the
certificate, the secretary
of state shall furnish to the resident agent a certified copy of such
certificate. Thereafter, or until
further change of address, as authorized by law, the registered office in the
state of Kansas of each
of the foreign limited liability companies recited in the certificate shall be
located at the new address
of the resident agent of the company given in the certificate. Filing of the
certificate shall be
considered an amendment of the application of each foreign limited liability
company affected by
the certificate, and the foreign limited liability company shall not be
required to take any further action with respect thereto, to amend its
application. Any resident agent filing a certificate
under this
section, upon such filing, shall deliver promptly a copy of such certificate to
each foreign limited
liability company affected thereby. The resident agent shall furnish the
secretary of state one
additional copy of the certificate for each limited liability company affected.
(d) The resident agent of one or more foreign limited liability companies may
resign and
appoint a successor resident agent by paying the fee required by this act and
filing a certificate with the secretary of state, stating that the resident
agent
resigns
as resident agent for the
foreign limited liability company identified in the certificate and giving the
name and address of the
successor resident agent. There shall be attached to the certificate a
statement executed by each
affected foreign limited liability company ratifying and approving the change
of resident agent. Upon
the filing, the successor resident agent shall become the resident agent of
those foreign limited
liability companies that have ratified and approved the substitution and the
successor resident agent's
address, as stated in the certificate, shall become the address of each such
foreign limited liability
company's registered office in the state of Kansas. Filing of the certificate
of resignation shall be
deemed to be an amendment of the application of each foreign limited liability
company affected by
the certificate, and the foreign limited liability company shall not be
required to take any further
action with respect thereto, to amend its application. The resident agent shall
furnish the secretary
of state one additional copy of the certificate for each limited liability
company affected.
(e) The resident agent of one or more foreign limited liability companies may
resign without
appointing a successor resident agent by paying the fee required by this act
and filing a certificate
with the secretary of state stating that the resident agent
resigns as resident agent for the
foreign limited liability companies identified in the certificate, but the
resignation shall not become effective until 60 days after the certificate is
filed. There shall be attached to the
certificate an
affidavit that, at least 30 days prior to the date of the filing of the
certificate, notice that the
resignation of the resident agent was sent by certified or registered mail to
each foreign limited
liability company for which the resident agent is resigning as resident agent.
The affidavit shall be
sworn to by the resident agent, if an individual, or the president, a
vice-president or the secretary of
the resident agent, if a corporation. The affidavit shall state that the notice
was sent to the principal
office of each of the foreign limited liability companies within or outside the
state of Kansas, if
known to the resident agent or, if not, to the last known address of the
attorney or other individual
at whose request the resident agent was appointed for the foreign limited
liability company. After
receipt of the notice of the resignation of its resident agent, the foreign
limited liability company for
which the resident agent was acting shall obtain and designate a new resident
agent, to take the place
of the resident agent resigning. If a foreign limited liability company fails
to obtain and designate
a new resident agent within 60 days after the filing by the resident agent of
the certificate of
resignation, that foreign limited liability company shall not be permitted to
do business in the state
of Kansas and its registration shall be considered canceled.
History: L. 1999, ch. 119, § 62;
L. 2007, ch. 81, § 9; July 1.