A Kansas LLC operating agreement is used to present a new limited liability company’s policies, structure, and decision-making processes. It is a legal document created by the company founders to agree with the LLC’s framework and regulations. An LLC may be registered as a legal entity without an operating agreement, although the company will default to being governed by state policies, for example in the distribution of profits or losses or other business affairs. By creating an operating agreement, the company can determine how its business will be organized and operate.
Download: PDF, Word (.docx), OpenDocument
Download: PDF, Word (.docx), OpenDocument
- Chapter: Kansas State Legislature Chapter 17, Article 76
- Definitions: § 17-7663
- Formation: § 17-7673
- Naming of LLCs: § 17-7920
- Step 1 – Naming the LLC
- Step 2 – Filing the Articles of Organization
- Step 3 – Creating an Operating Agreement
- Step 4 – Applying for an EIN
Step 1 – Naming the LLC
To comply with state requirements, the name chosen for an LLC must contain “Limited liability company,” “limited company,” “L.L.C.,” “L.C.,” “LLC,” or “LC.” Members should also ensure that the name is not in use by another organization registered with the Secretary of State. Name availabilities can be searched through the Kansas Business Filing Service website.
LLCs may also reserve available names online or by delivering a mailed application if they choose. To reserve online, a member must create an account on the Kansas Business Filing Center and complete the form on the Name Reservation section of the Kansas Business Filing Center page. Online filings require a $30 reservation fee.
For printed filings, a member should mail a copy of Form NR 52-01 (Temporary Reservation of Business Entity Name) and the $35 filing fee (paid via cheque, money order, or by providing a member’s credit card information on the form) to: Memorial Hall, 1st Floor, 120 S.W. 10th Avenue, Topeka, KS 66612-1594.
Reserved names are held for a one hundred and twenty (120) period.
Step 2 – Filing the Articles of Organization
The Articles of Organization for a domestic LLC may be filed online or by mailing a copy of the Limited Liability Company Articles of Organization (Form DL 51-09). Online applications require a $160 fee, and mailed applications should be sent with a cheque or money order of $165 (made payable to the Secretary of State) OR with a member’s billing information included on the form.
For online applications, a member must create an account on the Kansas Secretary of State website, select the Kansas Business Entity Formation page, and provide their company information.
To submit a filing through the mail, a member must complete and mail a copy of Form DL 51-09 along with the enclosed payment or billing information.
A foreign LLC may be formed by completing and mailing the Application for Registration of Foreign Covered Entity and a Certificate of Good Standing issued by the Secretary of State of the state the company was formed. Mailed filings require a $165 fee paid via cheque or money order (made payable to the Secretary of State) or by providing a company member’s billing information.
A Note on Mailed Filings
Mailed applications must be delivered to: Memorial Hall, 1st Floor, 120 S.W. 10th Avenue, Topeka, KS 66612-1594.
Step 3 – Creating an Operating Agreement
An operating agreement is a document created by the members of an LLC to disclose the company’s key aspects and business procedures. This includes information concerning the member’s duties, ownership, roles, and the manner operations will be carried out. By entering into an operating agreement, members provide a record that they agree to the company’s framework and policies. Creating an operating agreement is not legally required for LLCs; however, it provides the company a legal foundation during its formation.
- Single-Member Operating Agreement
- Multi-Member Operating Agreement
An LLC must apply for an Employer Identification Number (EIN) if they are a multi-member company or a single-member company that intends to file taxes as a corporation or employ others. An EIN may be applied for free online on the IRS website.
Another method to apply for an EIN is by mailing a completed copy of Form SS-4 to: Internal Revenue Service Attn: EIN Operation Cincinnati, OH 45999
The IRS also provides an online pamphlet containing additional information regarding printed filings.
Filing Delivery Methods: