Does a limited liability partnership need county approval to build a swine production facility in a Kansas county, the same as a limited partnership would?

Plain-English summary

A Nebraska limited liability partnership, registered to do business in Kansas, planned to buy land in Ottawa County to build a swine production facility. Kansas's corporate farming law, K.S.A. 17-5904, generally bars corporations, trusts, LLCs, limited partnerships, and "corporate partnerships" from owning or leasing agricultural land, unless the county has approved swine production facilities under K.S.A. 17-5908. The county counselor asked whether a limited liability partnership counts as a "limited partnership" for these purposes, which would trigger the county-approval requirement.

The Attorney General concluded a limited liability partnership is not a limited partnership. Limited partnerships are formed under a different statute (the Kansas Revised Uniform Limited Partnership Act) and, by definition, have both general and limited partners. Limited liability partnerships instead arise under the Kansas Uniform Partnership Act as general partnerships that filed a statement of qualification, and they do not have that general/limited partner split. Because the corporate farming statutes list "limited partnership" as a covered entity but do not separately list "limited liability partnership," and other Kansas statutes show the Legislature knows how to name both when it means to, the opinion concluded the county-approval requirement in K.S.A. 17-5908 does not apply to this limited liability partnership, unless it independently qualifies as a "corporate partnership" by having a corporation or LLC among its own partners, which was not the case here.

What this means for you

County commissions and county counselors handling swine facility siting questions: the opinion holds that a limited liability partnership, standing alone, is not subject to K.S.A. 17-5904's ownership restrictions or K.S.A. 17-5908's county-approval requirement, so the county has no statutory approval role over an LLP's swine facility unless the LLP itself has a corporation or LLC as one of its partners.

Agricultural businesses organized as limited liability partnerships: the opinion confirms your entity type is not currently covered by Kansas's corporate farming restrictions on land ownership or the swine-facility county-vote requirement, based on the statute's plain text as currently written.

Common questions

Could the Legislature change this outcome in the future?
Yes. The opinion notes the Legislature has amended the corporate farming statutes before to add newly recognized entity types (it added limited liability companies after they were created) and could similarly add limited liability partnerships if it chooses to.

Is there any way a limited liability partnership could still be covered by these restrictions?
Yes, according to the opinion, if the LLP itself has one or more corporations or limited liability companies among its own partners, it could qualify as a "corporate partnership" under K.S.A. 17-5903(e), which is separately covered. The opinion noted the entity in this case represented that this was not the situation.

Background and statutory framework

K.S.A. 17-5904(a) bars corporations, trusts, limited liability companies, limited partnerships, or corporate partnerships from owning, acquiring, or leasing Kansas agricultural land, subject to listed exceptions, including land used for a swine production facility in a county where voters (or, after a 2012 amendment, the county commission by resolution subject to a protest petition) have approved such facilities under K.S.A. 17-5908.

The opinion traced the statutory definitions across two different Kansas partnership statutes. K.S.A. 17-5903(c) defines "limited partnership" by cross-reference to K.S.A. 56-1a101(g) (part of the Kansas Revised Uniform Limited Partnership Act), which requires both a general partner and a limited partner. Limited liability partnerships, by contrast, are formed under the separate Kansas Uniform Partnership Act: K.S.A. 56a-1001 lets an existing general partnership become an LLP by filing a statement of qualification, and K.S.A. 56a-201 confirms an LLP "continues to be the same entity" it was before that filing. Because an LLP has no distinct class of limited partners, it does not meet the K.S.A. 56-1a101(g) definition of "limited partnership."

The opinion also surveyed other Kansas statutes, including the Business Entity Standard Treatment Act (K.S.A. 17-7902(a)) and a 2025 law restricting foreign-principal land acquisitions (L. 2025, ch. 68, § 2(b)(1)), that separately list "limited partnership" and "limited liability partnership" as distinct entity types, showing the Legislature knows how to name both when it intends to cover both. Because K.S.A. 17-5904 and 17-5908 name only "limited partnership" (and general partnerships only when they qualify as "corporate partnerships" under K.S.A. 17-5903(e)), the opinion concluded the Legislature has not extended these restrictions to limited liability partnerships as such.

Citations and references

Statutes:
- K.S.A. 17-5903 (incl. (c), (e))
- K.S.A. 17-5904 (incl. (a), (a)(16))
- K.S.A. 17-5908
- K.S.A. 56-1a01, 56-1a101 (incl. (d), (g))
- K.S.A. 56a-101 (incl. (e), (f)), 56a-201, 56a-202, 56a-1001
- K.S.A. 17-78-102
- K.S.A. 17-7902(a)
- K.S.A. 17-6801(c)
- K.S.A. 60-304(e), (f)
- K.S.A. 79-5401(e)
- K.S.A. 79-32,305
- L. 2025, ch. 68, § 2(b)(1)

Cases:
- Matter of Doelz, 319 Kan. 259 (2024)

Source

• Landing page: https://www.ag.ks.gov/reports-resources/ag-opinions
• Original PDF: https://www.ag.ks.gov/home/showpublisheddocument/24638/638938949698870000

Original opinion text

The full opinion as issued by the Office of the Kansas Attorney General:

September 18, 2025

ATTORNEY GENERAL OPINION NO. 2025-21

Michael A. Montoya
Ottawa County Counselor
256 S. Santa Fe Ave.
Salina, KS 67401

Re: Corporations—Agricultural Corporations—Swine Production Facilities; Establishment in County; Procedure

Kansas Uniform Partnership Act—Limited Liability Partnership—Statement of Qualification

Synopsis: A limited liability partnership is not a "limited partnership" that must obtain approval under K.S.A. 17-5908 in order to establish a swine production facility in a county. Cited herein: K.S.A. 17-5903; 17-5904; 17-5908; 56-1a101; 56a-101; 56a-1001.

Dear Mr. Montoya:

As County Counselor for Ottawa County, you ask whether a limited liability partnership is a limited partnership that must obtain approval under K.S.A. 17-5908 in order to establish a swine production facility in a county. We conclude the answer is no.

As background, K.S.A. 17-5904(a) provides that "[n]o corporation, trust, limited liability company, limited partnership or corporate partnership, other than [certain exempt entities] shall, either directly or indirectly, own, acquire or otherwise obtain or lease any agricultural land in this state." The statute then goes on to list a number of exceptions to this general prohibition, including:

Agricultural land held or leased by a corporation, trust, limited liability company, limited partnership or corporate partnership for use as a swine production facility in any county where the voters, after the effective date of this act, have voted pursuant to K.S.A. 17-5908, and amendments thereto, to allow establishment of swine production facilities within the county.1

1 K.S.A. 17-5904(a)(16). The statute references approval by the voters because prior to 2012, K.S.A. 17-5908 provided that a board of county commissioners may submit a proposition to the voters to allow corporate swine production facilities. In 2012, K.S.A. 17-5908 was amended to provide that a board of county commissioners may permit or deny corporate swine production facilities by adopting a resolution subject to a protest petition, but K.S.A. 17-5904 was not amended to reflect this change. We need not address this apparent discrepancy here.

K.S.A. 17-5908, in turn, provides that a "board of county commissioners, by resolution, may permit or deny a swine production facility, as defined in K.S.A. 17-5903, and amendments thereto, to be established within the county by a corporation, trust, limited liability company, limited partnership or corporate partnership." Any such resolution is subject to a protest petition and an election in the event of a valid protest petition.2

2 K.S.A. 17-5908.

You explain that a Nebraska limited liability partnership, which is also registered to conduct business in Kansas as a foreign limited liability partnership, has entered into a purchase agreement for land in Ottawa County and intends to establish a swine production facility on the property. Whether the requirement in K.S.A. 17-5908 for a resolution by the county commission (as well as the general prohibition on corporate farming in K.S.A. 17-5904) applies in this situation thus turns on whether a limited liability partnership constitutes one of the specified entities. You ask specifically whether a limited liability partnership is a limited partnership.

For purposes of these statutes, "limited partnership" "has the meaning provided by K.S.A. 56-1a01, and amendments thereto."3 This appears to be a scrivener's error, since K.S.A. 56-1a01 is merely the title of the Kansas Revised Uniform Limited Partnership Act, while the definitions appear in K.S.A. 56-1a101. K.S.A. 56-1a101(g) defines "limited partnership" as "a partnership formed by two or more persons under the laws of the state of Kansas and having one or more general partners and one or more limited partners."4

3 K.S.A. 17-5903(c).
4 The statute also defines a "foreign limited partnership" as "a partnership formed under the laws of any state or jurisdiction other than the state of Kansas, or under the laws of any foreign country, and having as partners one or more general partners and one or more limited partners." K.S.A. 56-1a101(d).

Limited liability partnerships, however, are not formed under the Kansas Revised Uniform Limited Partnership Act.5 Rather, limited liability partnerships arise under the Kansas Uniform Partnership Act.6 K.S.A. 56a-1001 lays out the procedure by which a partnership may become a limited liability partnership by filing a statement of qualification with the Secretary of State.7 For purposes of this statute, a partnership is defined as "an association of two or more persons to carry on as co-owners a business for profit formed under K.S.A. 56a-202"8—not a limited partnership formed under K.S.A. 56-1a01 et seq., the Kansas Revised Uniform Limited Partnership Act. In other words, a limited liability partnership is formed by a general partnership, not a limited partnership.9 And because a limited liability partnership does not have a mixture of general and limited partners, it does not meet the definition of a limited partnership under K.S.A. 56-1a101.

5 K.S.A. 56-1a01 et seq.
6 K.S.A. 56a-101 et seq. We recognize that the Legislature did not authorize the creation of limited liability partnerships until 1994, L. 1994, ch. 140, while the current corporate farming law dates to 1981, L. 1981, ch. 106, but that does not justify rewriting the plain language of the statute. See Matter of Doelz, 319 Kan. 259, 262, 553 P.3d 969 (2024) (recognizing that courts must read statutory language as it appears and cannot determine what the law should or should not be). The Legislature has amended the corporate farming law many times over the years. For example, limited liability companies did not exist in Kansas when the corporate farming law was first enacted. But after the creation of limited liability companies, the Legislature amended the corporate farming statutes to add limited liability companies to the list of covered entities. See L. 1991, ch. 76, § 10. The Legislature could likewise add limited liability partnerships if it desires but has not done so. We also note that K.S.A. 17-5908, the statute requiring county approval for swine production facilities established by certain types of entities, only dates to 1994, the year limited liability partnerships were recognized, and has been amended twice since, most recently in 2012 to specifically list the covered entities.
7 See also K.S.A. 56a-101(e) (defining a limited liability partnership as a "partnership that has filed a statement of qualification under K.S.A. 56a-1001"). Under K.S.A. 56a-201, "[a] limited liability partnership continues to be the same entity that existed before the filing of a statement of qualification under K.S.A. 56a-1001."
8 K.S.A. 56a-101(f).
9 We express no opinion on whether a limited partnership may form a limited liability limited partnership. K.S.A. 17-78-102, part of the Business Entity Transactions Act, defines "entity" to include "a limited partnership, including a limited liability limited partnership." But the statute also defines entity to include "a general partnership, including a limited liability partnership," thus drawing a distinction between (1) limited liability partnerships and (2) limited liability limited partnerships. This further demonstrates that a limited liability partnership is not a form of limited partnership.

As one scholar has explained, "except with respect to the personal liability of the partners, a limited liability partnership is, in most respects, identical to a general partnership. It is formed under and governed by the same statute as a general partnership, and its partners play the same role in managing its business and affairs."10 Limited partnerships, however, "are a completely different form of business organization. They have a much longer history, they are governed by a separate statute, and, by definition, they have two kinds of partners who typically play very different roles in the partnership."11

10 Edwin W. Hecker, Jr., Fiduciary Duties in Business Entities Revisited, 61 U. Kan. L. Rev. 923, 929, n.38 (2013).
11 Id.

The distinction between limited liability partnerships and limited partnerships is recognized in numerous Kansas statutes. For instance, the Business Entity Standard Treatment Act defines "covered entity" to mean "(1) A corporation; (2) a limited partnership; (3) a limited liability partnership; and (4) a limited liability company,"12 demonstrating that limited liability partnerships are not already included as a subset of limited partnerships. And in a recently enacted law prohibiting foreign principals from countries of concern from acquiring any interest in certain real property, the Legislature defined "company" to mean a "[f]or-profit corporation, partnership, limited partnership, limited liability partnership, limited liability company, joint venture, trust, association, sole proprietorship or other organization."13 The Legislature is thus aware of the distinction between limited partnerships and limited liability partnerships but listed only limited partnerships and not limited liability partnerships in K.S.A. 17-5904 and 17-5908.

12 K.S.A. 17-7902(a).
13 L. 2025, ch. 68, § 2(b)(1). For other examples of statutes referencing both limited partnerships and limited liability partnerships, see, e.g., K.S.A. 17-6801(c), K.S.A. 60-304(e) and (f), K.S.A. 79-5401(e), and K.S.A. 79-32,305.

Notably, the Legislature also did not include general partnerships in the list of business entities in K.S.A. 17-5904 and K.S.A. 17-5908; general partnerships are subject to these statutes only if they meet the narrower definition of "corporate partnership."14 Given the similarities between general partnerships and limited liability partnerships, it is rational for the Legislature to have treated limited liability partnerships in the same manner. Alternatively, the Legislature may have simply been unaware that limited liability partnerships existed and were not already included in the list of entities in the statutory text. However, that oversight would not change the meaning of the text. If the Legislature wishes to include limited liability partnerships, they can amend the statute to do so in the future.

14 K.S.A. 17-5903(e) defines a "corporate partnership" as "a partnership, as defined in K.S.A. 56a-101, and amendments thereto, which has within the association one or more corporations or one or more limited liability companies."

Accordingly, we conclude that a limited liability partnership is not a limited partnership for purposes of the prohibition in K.S.A. 17-5904 on owning, acquiring, obtaining, or leasing agricultural land. Nor is a limited liability partnership a limited partnership with respect to obtaining county commission approval under K.S.A. 17-5908 in order to establish a swine production facility in a county. However, a limited liability partnership is a partnership as defined in K.S.A. 56a-101. And so it might constitute a "corporate partnership" within the meaning of these statutes if it "has within the association one or more corporations or one or more limited liability companies."15 But the entity that proposes to establish a swine production facility in Ottawa County represents that that is not the case with respect to its partnership. Therefore, the entity that proposes to establish a swine production facility in Ottawa County is not subject to the general prohibition on corporate farming in K.S.A. 17-5904 or to the requirement of obtaining county commission approval under K.S.A. 17-5908.

15 K.S.A. 17-5903(e) (defining "corporate partnership").

Sincerely,

/s/ Kris W. Kobach

Kris W. Kobach
Attorney General

/s/ Dwight R. Carswell

Dwight R. Carswell
Deputy Solicitor General