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LIMITED LIABILITY DISSOLUTION PACKET - STATE OF KANSAS - Electronic Version STATUTORY REFERENCE Kansas Statutes, Chapter 17 – Article 76: Revised Limited Liability Company Act http://www.kslegislature.org/cgi -bin/statutes/toc.cgi (See, Sections 116,118,119) Click this link to view statutes, or paste link into the address window of your Intern et browser. Disclaimer: If you are not an attorney, you are advised to s eek the advice of an attorney for all serious legal matters. The information and forms contained herein are not legal advice and are not to be construed as such. Although the information contained herein is believed to be correct, no warranty of fitness o r any other warranty shall apply. All use is subject to the U.S. Legal Forms, Inc. Disclaimer and License located at http://www.uslegalforms. com/disclaimer.htm * * * SELECTIONS FROM STATUTES What follows are selections from selected statutes of Kansas Statutes, Chapter 17 – Article 76: Revised Limited Liability Company Act (the “Act”). We provide these selections to you for your convenience, as we feel they may be of interest and instructional value to you as you use this package. Please note that not all statutes from the A ct are listed here, and of those that are listed, some parts of some statutes are omitted, as indicated. Refer to the above link to view the Act in its entirety on -line. 17 -76,116 - Dissolution (a) A limited liability company is dissolved and its affai rs shall be wound up upon the first to occur of the following: (1) At the time specified in an operating agreement, but if no such time is set forth in the operating agreement, then the limited liability company shall have a perpetual existence; (2) Upon the happening of events specified in an operating agreement; (3) Unless otherwise provided in an operating agreement, upon the written consent of the members of the limited liability company; or, if there is more than one class or group of members, then by each class or group of members, in either case, by members who own more than 50% of the then -current percentage or other interest in the profits of the limited liability company owned by all of the members or by the members in each class or group, as appropriate; (4) … [omitted – addresses situation where there are no members remaining] (5) The entry of a decree of judicial dissolution … [omitted] [Editor’ s note: Judicial (court ordered/enforced dissolution is beyond the scope of this package. This package only addresses voluntary dissolution.] (b) … [omitted – addresses situation regarding death, expulsion, etc., of member] 17 -76,118 - Winding up (a) Unless otherwise provided in the operating agreement, a manager … or, if none, the members or a person approved by the members … may wind up the limited liability company's affairs … (b) Upon dissolution of a limited liability company and until the filing of a certificate of dissolution [a.k.a. a ‘Certificate of Cancellation’ – Eds.] … the persons winding up the limited liability company's affairs may, in the name of, and for and on behalf of, the limited liability company: - Prosecute and defend s uits, whether civil, criminal or administrative, - Gradually settle and close the limited liability company's business, - Dispose of and convey the limited liability company's property, - Discharge or make reasonable provision for the limited liability company's liabilities, and - Distribute to the members any remaining assets of the limited liability company, - All [of the above] without affecting the liability of member and managers without imposing liability on a liquidating trustee. 17 -76,119 - Distribution of assets (a) Upon the winding up of a limited liability company, the assets shall be distributed as follows: (1) To creditors, including members and managers who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the limited liability company (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to members and fo rmer members … (2) Unless otherwise provided in an operating agreement, to members and former members in satisfaction of liabilities for distributions … (3) Unless otherwise provided in an operating agreement, to members first for the return of their contributions and second respecting their limited liability company interests, in the proportions in which the members share in distributions. (b) A limi ted liability company which has dissolved shall pay or make reasonable provision to pay all claims and obligations, including all contingent, conditional or unmatured claims and obligations, known to the limited liability company and all claims and obligat ions which are known to the limited liability company but for which the identity of the claimant is unknown. If there are sufficient assets, such claims and obligations shall be paid in full and any such provision for payment made shall be made in full. If there are insufficient assets, such claims and obligations shall be paid or provided for according to their priority and, among claims and obligations of equal priority, ratably to the extent of assets available therefor. Unless otherwise provided in an o perating agreement, any remaining assets shall be distributed as provided in this act. Any liquidating trustee winding up a limited liability company's affairs who has complied with this section shall not be personally liable to the claimants of the dissol ved limited liability company by reasons of such person's actions in winding up the limited liability company. STEPS AND GUIDELINES TO DISSOLVE A KANSAS LLC 1. An event must occur, or a decision must be made by the LLC, to dissolve the LLC. See 17 -76,11 6, above. 2. Wind up the business of the LLC (as per 17 -76,118 ) and distribute the assets ( as per 17 - 76,119 ) 3. When these steps are completed, file the CERTIFICATE OF CANCELLATION form with the Secretary of State. This form must be submitted in duplicat e (two copies both with original signatures), with a $35.00 filing fee payable to Kansas Secretary of State. Download the CERTIFICATE OF CANCELLATION form by clicking the link below, or copying the link into the address window of your web browser. Follow the instructions on the form. http://www.uslegalforms.com/dissolution/KS/KS -DissLLC.pdf The form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In the unlikely circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from http://www.adobe.com/products/acrobat/readstep2.html . The d ownload is quick and easy. ~ Thank you for using USLF ~