State Legislative Updates

Kansas House Bill 2039

Kansas — House Bill 2039 amends the LLC law to, among things, authorize the creation of Statutory Public Benefit LLCs (SPBLLC) and provide for a new transaction called a division. These amendments are effective July 1, 2019. Here are some details.

Statutory Public Benefit LLC – An SPBLLC is defined as a for-profit LLC formed under and subject to the LLC Act that is intended to produce a public benefit or benefits and operate in a responsible and sustainable manner. An SPBLLC is managed in a manner balancing the members’ pecuniary interests, the best interests of those materially affected by its conduct, and the public benefit or benefits set forth in its articles of organization.

Divisions – A Kansas LLC may divide into two or more Kansas LLCs, with the dividing LLC surviving or not surviving. The assets, property, rights, series, debts, liabilities and duties of the dividing LLC are allocated to the division LLCs as provided in the plan of division. A certificate of division must be filed along with articles of organization for each resulting LLC.

Other amendments – HB 2039 contains a number of other changes to the LLC law, including adding a section addressing powers of attorney, allowing future effective dates for certain filings, allowing for the use of distributed and other electronic networks and databases, clarifying remedies not available to members’ judgment creditors, and allowing consents and approvals to take effect at a future date and time. The bill also amends provisions relating to Series LLCs, effective July 1, 2020.

Owners, managers, and counsel for Kansas LLCs may wish to review this bill in its entirety to make sure the LLC is in compliance, to take advantage of new opportunities, and to review the governing documents to see if any updates are necessary or desirable.

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