Kansas HB 2355: Granting federal law enforcement officers who work with state task forces arrest authority.

Bill Text

Session of 2025
HOUSE BILL No. 2355
By Committee on Judiciary
Requested by Representative L. Williams on behalf of the Kansas Chamber
2-7
AN ACT concerning limited liability companies; relating to series limited
liability companies; authorizing a limited liability company and any of
its series to elect to consolidate its operations as a single taxpayer and
elect to be treated as a single business for certain purposes; permitting
operating agreements to impose restrictions, duties and obligations on
members; specifying that wrongful transfer of property with intent to
hinder, delay or defraud creditors or to defraud shall be deemed void;
amending K.S.A. 17-76,143 and repealing the existing section.
Be it enacted by the Legislature of the State of Kansas:
Section 1. K.S.A. 17-76,143 is hereby amended to read as follows:
17-76,143. (a) An operating agreement may establish or provide for the
establishment of one or more designated series of members, managers,
limited liability company interests or assets. If an operating agreement so
provides for the establishment or formation of one or more series, then a
series may be formed by complying with this section. Any such series may
have separate rights, powers or duties with respect to specified property or
obligations of the limited liability company or profits and losses associated
with specified property or obligations, and to the extent provided in the
operating agreement, any such series may have a separate business
purpose or investment objective. A series is formed by the filing of a
certificate of designation in the office of the secretary of state. Other than
pursuant to K.S.A. 17-76,143a, and amendments thereto, a series may not
merge, convert, or consolidate pursuant to any section of the Kansas
revised limited liability company act, the business entity transactions act,
K.S.A. 17-78-101 et seq., and amendments thereto, or any other statute of
this state.
(b) Notice of the limitation on liabilities of a series as referenced in
subsection (c) shall be set forth in the articles of organization of the limited
liability company. Notice in articles of organization of the limitation on
liabilities of a series as referenced in subsection (c) shall be sufficient for
all purposes of this subsection whether or not the limited liability company
has formed any series when such notice is included in the articles of
organization, and there shall be no requirement that any specific series of
the limited liability company be referenced in such notice. The fact that
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35

HB 2355 2
articles of organization that contain the foregoing notice of the limitation
on liabilities of a series is on file in the office of the secretary of state shall
constitute notice of such limitation on liabilities of a series.
(c) Notwithstanding anything to the contrary set forth in the Kansas
revised limited liability company act or under other applicable law, in the
event that an operating agreement establishes or provides for the
establishment of one or more series, and if to the extent the records
maintained for any series account for the assets associated with such series
separately from the other assets of the limited liability company, or any
other series thereof, and if the operating agreement so provides, and if
notice of the limitation on liabilities of a series as referenced in this
subsection is set forth in the articles of organization of the limited liability
company and if the limited liability company has filed a certificate of
designation for each series which is to have limited liability under this
section, then the debts, liabilities, obligations and expenses incurred,
contracted for or otherwise existing with respect to such series shall be
enforceable against the assets of such series only, and not against the assets
of the limited liability company generally or any other series thereof, and,
unless otherwise provided in the operating agreement, none of the debts,
liabilities, obligations and expenses incurred, contracted for or otherwise
existing with respect to the limited liability company generally or any
other series thereof shall be enforceable against the assets of such series.
Neither the preceding sentences nor any provision pursuant thereto in an
operating agreement, articles of organization or certificate of designation
shall: Restrict a series or limited liability company on behalf of a series
from agreeing in the operating agreement or otherwise that any or all of
the debts, liabilities, obligations, and expenses incurred, contracted for, or
otherwise existing with respect to the limited liability company generally
or any other series thereof shall be enforceable against the assets of such
series; or restrict a limited liability company from agreeing in the
operating agreement or otherwise that any or all of the debts, liabilities,
obligations, and expenses incurred, con