Fill and Sign the Kansas Limited Liability Form

Prepared by U.S. Legal Forms, Inc. Copyright - U.S. Legal Forms, Inc. LIMITED LIABILITY COMPANY FOR STATE-LICENSED PROFESSIONALS STATE OF KANSAS Control Number: KS-00PLLC The contents of this package are as follows: 1. Statutory Reference 2. Introduction & Law Summary 3. Forms List 4. Notes on Downloading the Forms 5. Notes on Completing the Forms 6. Instructions and Steps 7. Accessories 8. Sample Ledger and Certificate 9. Disclaimer LIMITED LIABILITY COMPANY For State-Licensed Professionals FORMATION PACKAGE – KANSAS Electronic Version Statutory Reference Kansas Statutes - Chapter 17, Article 76: Kansas Revised Limited Liability Company Act Kansas Statutes - Chapter 17, Article 27: Professional Corporations http://www.kssos.org/pubs/pubs_statutes.html Selections from Statutes 17-2708 - Professional corporations; general corporation law applicable ... Any person authorized to form a professional corporation under K.S.A. 17-2701 et seq. and amendments thereto also may ... organize under the Kansas limited liability company act contained in K.S.A. 2003 Supp. 17-7662 et seq., and amendments thereto ... 17-7668 - Nature of business permitted; powers (a) Unless otherwise specifically prohibited by law, a limited liability company may carry on any lawful business, purpose or activity , whether or not for profit with the exception of the business of granting policies of insurance, or assuming insurance risks or banking as defined in K.S.A. 9-702, and amendments thereto. (b) ... (c) A limited liability company organized and existing under the Kansas limited liability company act or otherwise qualified to do business in Kansas may have and exercise all powers which may be exercised by a Kansas professional association or professional corporation under the professional corporation law of Kansas, including employment of professionals to practice a profession , which shall be limited to the practice of one profession, except as provided in K.S.A. 17-2710, and amendments thereto. (d) Only a qualified person may be a member of a limited liability company organized to exercise powers of a professional association or professional corporation. No membership may be transferred to another person until there is presented to such limited liability company a certificate by the licensing body, as defined in K.S.A. 74-146, and amendments thereto, stating that the person to whom the transfer is made or the membership issued is duly licensed to render the same type of professional services as that for which the limited liability company was organized. (e) As used in the section, "qualified person" means: (1) Any natural person licensed to practice the same type of profession which any professional corporation is authorized to practice; (2) the trustee of a trust ... (3) the trustee of a revocable living trust ... (4) a Kansas professional corporation or foreign professional corporation in which at least one member or shareholder is authorized by a licensing body, as defined in K.S.A. 74-146, and amendments thereto, to render in this state a professional service permitted by the articles of organization; or (5) a general partnership or limited liability company, if all partners or members thereof are authorized to render the professional services permitted by the articles of organization of the issuing limited liability company formed pursuant to this section and in which at least one partner or member is authorized by a licensing authority of this state to render in this state the professional services permitted by the articles of organization of the limited liability company. (f) Nothing in this act shall restrict or limit in any manner the authority and duty of any licensing body ... Each licensing body may adopt rules and regulations governing the practice of each profession as are necessary to enforce and comply with this act and the law applicable to each profession. (g) A licensing body, as defined in K.S.A. 74-146, and amendments thereto, the attorney general or district or county attorney may bring an action in the name of the state of Kansas in quo warranto or injunction against a limited liability company engaging in the practice of a profession with complying with the provisions of this act. (h) Notwithstanding any provision of this act to the contrary, without limiting the general powers enumerated in subsection (b), a limited liability company shall, subject to such standards and restrictions, if any, as are set forth in its operating agreement, have the power and authority to make contracts of guaranty and suretyship and enter into interest rate, basis, currency, hedge or other swap agreements or cap, floor, put, call, option, exchange or collar agreements, derivative agreements, or other agreements similar to any of the foregoing (i) Unless otherwise provided in an operating agreement, a limited liability company has the power and authority to grant, hold or exercise a power of attorney, including an irrevocable power of attorney. History: L. 1999, ch. 119, § 7; L. 2014, ch. 40, § 5; July 1 * * * Forms List The following forms are available for download with this package.  KS-NAMERESV: Application for Reservation of Entity Name  KS-00LLCT: Articles of Organization & Disclosure of Company Activities  KS-PLLC-TL: Sample Transmittal Letter  KS-PLLC-1: Sample Operating Agreement  US-IRS-SS-4 : Application for Federal Tax Identification Number & Instructions  KS-PLLC-NR: Sample Notices & Resolutions Instructions on using the forms are either included with the forms and/or found in the Steps to form LLC section, below. * * * Notes on Downloading the Forms In order that we can provide you with the most up to date forms at all times, all forms are located on our servers for you to down load, complete and print. Downloading instructions are provided and we will assist if you have any problems. From the the download page, the easiest procedure to download the forms is to right click on the form links and select “save target as” to save each form to your hard drive. You will have six days during which you can return to the forms download page to download the forms again if needed. You are advised to save the forms to your computer as soon as possible to avoid any problem with the six day limit. * * * Notes on Completing the Forms The forms in this package may be available in Adobe Acrobat (“.pdf”) and/or Microsoft Word (“.doc”) format. If available in .pdf format, the forms will contain “fillable” blanks which you can type directly into, and print. However, you can still print the form and fill in with a typewriter or by hand if you desire. If available in .doc format, the forms may contain “form fields” created using Microsoft Word. “Form fields” facilitate completion of the forms using your computer. They do not limit you ability to print the form “in blank” and complete with a typewriter or by hand. To complete the forms click on the gray shaded areas and type the information. For the separation agreement complete the gray shaded areas and also make any other changes or additions to resolve all issues. If you do not see the gray shaded form fields, go the View menu, click on Toolbars, and then select Forms. This will open the forms toolbar. Look for the button on the forms toolbar that resembles a shaded letter “a”. Click in this button and the form fields, if present, will become visible. If there are no form fields, just type into the document, underlining if necessary, to complete the form. Some forms may be “locked” which means that the content of the forms cannot be changed unless the form is unlocked. You can only fill in the information in the fields. If you need to make any changes in the body of the form, it is necessary for you “unlock” or “unprotect” the form. IF YOU INTEND TO MAKE CHANGES TO THE CONTENT, DO SO BEFORE YOU BEGIN TO FILL IN THE FIELDS. IF YOU UNLOCK THE DOCUMENT AFTER YOU HAVE BEGUN TO COMPLETE THE FIELDS, WHEN YOU RELOCK, ALL INFORMATION YOU ENTERED WILL BE LOST. To unlock click on “Tools” in the Menu bar and then selecting “unprotect document”. You may then be prompted to enter a password. If so, the password is “uslf”. That is uslf in lower case letters without the quotation marks. After you make the changes relock the document before you begin to complete the fields. After any required changes relock the form, then click on the first form field and enter the required information. You will be able to navigate through the document from form field to form field using your tab key. Tab to a form field and insert your data. If you experience problems, please let us know. * * * Steps to form LLC Step 1: See FORM: KS-NAMERESV APPLICATION FOR RESERVATION OF NAME It is recommended that you reserve a LLC name in order to assure that your Articles of Organization are not rejected because the name you have selected is not available You may skip this step and go to Step 2, but if the name you have selected is not available, the Articles of Organization will be rejected and returned to you.  The Application for Reservation of Name should be typewritten or printed legibly in black ink.  Enter the LLC name you want to reserve. a) A LLC name MUST contain the words "limited liability company" or "limited company", or the abbreviation "LLC," "LC" or the designation "LLC" or "LC." b) A LLC name may contain the name of a member or manager. c) A LLC name must be such as to distinguish it upon the records with the secretary of state from the name of any corporation, limited partnership, business trust, registered limited liability partnership or limited liability company reserved, registered, formed or organized under the laws of the state of Kansas or qualified to do business or registered as a foreign corporation, foreign limited partnership or foreign limited liability company in the state of Kansas. d) A LLC name may contain the following words: "company," "association," "club," "foundation," "fund," "institute," "society," "union," "syndicate," "limited" or "trust" (or abbreviations of like import).  Type/Print the name and mailing address of the Applicant.  Have the Applicant sign and provide Applicant's title if applicable.  A LLC name may be reserved for a NON-RENEWBALE period of 120 days.  File the original and one copy of the Application.  The filing fee is $35.00. Mail two duplicate originals (both signed) of the Reservation of Limited Liability Company Name along with the $35.00 filing fee (Make check payable to the Kansas Secretary of State) , to: Secretary of State First Floor, Memorial Hall 120 S.W. 10th Ave. Topeka, KS 66612-1594 (785) 296-4564 Step 2: See FORM: KS-00LLCT ARTICLES OF ORGANIZATION Once you have reserved the limited liability company name, or if you have chosen to proceed without reserving a name, you are ready to complete the Articles of Organization.  The Articles of Organization should by typewritten or printed in black ink.  First: Provide the LLC name you have reserved.  SECOND: Provide the STREET address of the registered office in Kansas and the name of the registered agent at that address.  State the professional purpose of the LLC. NOTE: the LLC must file a certificate from the licensing board of the profession, stating that each LLC member is duly licensed to practice that profession and that the proposed company name has been approved. Contact your profession’s licensing board to obtain this required certificate for filing with your Articles of Organization.  Type/Print the name and address of the Organizer.  Have the Organizer sign and date the Articles of Organization.  If you would like for the LLC's mail to be sent to an address DIFFERENT form the address of the registered office, provide that information in the space provided. Also, provide the name of the Individual to whom that mail should be addressed.  The filing fee for the Articles of Organization is $165.00.  File the original and one copy of the Articles of Organization. Step 3: Mail the original and one copy of the ARTICLES OF ORGANIZATION and the $165.00 filing fee (make check payable to Secretary of State) to: Secretary of State First Floor, Memorial Hall 120 S.W. 10th Ave. Topeka, KS 66612-1594 (785) 296-4564 A cover letter to send with the Articles of is included in this packet. See FORM: KS-PLLC-TL SAMPLE TRANSMITTAL LETTER Step 4: Complete an Operating Agreement. See FORM: KS-PLLC-1 SAMPLE OPERATING AGREEMENT Step 5: Apply for a Federal Tax Identification Number. This is done with form US-IRS- SS-4. Mail to your regional IRS office. See Supplemental Form: US-IRS-SS-4 FEDERAL TAX ID APPLICATION AND INSTRUCIONS Step 6: Open a bank account and conduct business. Ongoing: Sample Notices and Resolutions are provided for your convenience. See FORM: KS-PLLC-NR SAMPLE NOTICES & RESOLUTIONS * * * Accessories U. S. Legal Forms, Inc. offers the following LLC accessories: LLC Seal: If you would like to order a LLC seal call U.S. Legal Forms, Inc. at (601) 825-0382. Engraved with your company name: $24.95 plus shipping, or see http://www.uslegalbookstore.com/officeproducts/ Imprinted (or blank) Lithographed LLC Membership Certificates: Preview Order for your state * * * SAMPLE OWNERSHIP LEDGER and SIMPLE MEMBERSHIP CERTIFICATE Ownership Ledger Name and Residence Address of LLC Member Date of Transfer % Ownership Amount Paid Subsequen t Transfer Membership Certifcate No. ______ LIMITED LIABILITY COMPANY- STATE OF KANSAS Percentage: ____ This Certifcate certifes that _____________________________ is a true and lawful owner of ____ percent ownership of ___________________________, a Kansas Limited Liability Company. Such ownership interest is only transferable in accordance with the Operating Agreement between the Members. This certifcate is issued by the Limited Liability Company by its duly authorized ofcers on this the ____ day of _________, 20___. __________________ ___________________ Manager Manager (if more than one) Disclaimer THESE MATERIALS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL U. S. LEGAL FORMS, INC. OR ITS AGENTS OR OFFICERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE MATERIALS, EVEN IF U.S. LEGAL FORMS, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. If you are not an attorney, you are advised to seek 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 or any other warranty shall apply. All use is subject to the U.S. Legal Forms, Inc. Disclaimer and License located here: http://www.uslegalforms.com/disclaimer.htm . To view, click on the link, or copy it into the address window of your web browser. If you cannot view the information contained at the link above, or do not agree to the terms therein, you may not use the package materials. Return the package for a full refund. * * * ~ Thank you for using USLF ~