LLC Amendment and Legal-Name-Change Filing Requirements in Kansas
At a glance
| Governing law and covered public record | Kansas Revised Limited Liability Company Act and Business Entity Standard Treatment Act; articles of organization amended by certificate of amendment filed with the Secretary of State (K.S.A. § 17-7674, §§ 17-7908 to -7911) |
|---|---|
| Mandatory, permitted, and restatement routes | Manager, or any member if no manager, must promptly amend when aware the articles were materially false when made or became materially false; amendment otherwise permitted anytime for a proper purpose. Restatement may integrate all operative provisions and may also amend them (§§ 17-7674, 17-7680) |
| Legal name and availability | Legal-name change uses certificate of amendment. New name needs limited liability company/limited company, L.L.C./L.C., or LLC/LC and record distinguishability; written consent or final judgment can support a conflict (§§ 17-7918, 17-7920) |
| Internal approval and private consents | No amendment-specific vote appears in § 17-7674. Follow the operating agreement and articles; absent a different operating-agreement rule, member management is controlled by members holding more than 50% of current profit interests, while manager management is vested in the manager to the stated extent. Signer status does not replace internal approval (§§ 17-7687, 17-7693, 17-7908(b)) |
| Filing contents and attachments | Statutory certificate states LLC name and exact amendment. Current Form BEA also requires Kansas business ID and current legal name; add exact changed text and any needed attachment. Professional-LLC name/purpose changes require regulatory-board certificate, outside ordinary-LLC scope (§ 17-7674; BEA) |
| Signer, filing channel, and fee | One or more authorized persons; agent may sign unless operating agreement says otherwise. Filing is under penalty of perjury; facsimile, conformed, electronic, or transmitted signature accepted. Online or paper to Secretary of State; $30 online/$35 paper current total (§§ 17-7908 to -7910, 17-76,136; K.A.R. 7-16-1 to -2; BEA) |
| Effective time, delay, and rejection | Effective on filing or specified date no later than 90 days after filing. Before that date, terminate or amend the delayed transaction by certificate. SOS files a conforming document with fee and returns certified copy; current guidance requires good standing (§§ 17-7910 to -7911; SOS change page) |
| Correction, change, report, and assumed-name alternatives | Correction fixes an inaccurate record of the action or defective/erroneous execution and generally relates back; later substantive change uses amendment. Agent/office-only change uses separate certificate and needs no articles amendment. Biennial report carries 5% member and principal-office data. Kansas SOS does not register assumed/fictitious/trade/DBA names (§§ 17-7912, 17-7926, 17-76,139; SOS) |
| Post-filing records, registrations, and status effect | SOS returns certified filed copy; members may obtain articles, all amendments, operating agreement, and related powers of attorney. Preserve accepted filing and approvals. Amendment changes Kansas public record but not tax, license, bank, contract, property, trademark, or foreign registrations; it does not cure separate report/fee forfeiture (§§ 17-7690, 17-7910, 17-76,139) |
Requirements one by one
Governing law and public articles
The Kansas Revised Limited Liability Company Act governs an ordinary domestic LLC. Its public formation record is the articles of organization. K.S.A. Section 17-7674 calls the later filing a certificate of amendment. The certificate is filed with the Kansas Secretary of State under the Business Entity Standard Treatment Act.
The public articles remain distinct from the operating agreement, biennial business entity information report, resident-agent certificate, and any name used informally in commerce.
Mandatory amendment, voluntary amendment, and restatement
Kansas combines a prompt accuracy duty with a broad voluntary route. Under § 17-7674(b), a manager—or, if the LLC has no manager, any member—who learns that a statement in the articles was materially false when made or has become materially false must promptly amend the articles. Section 17-7674(c) otherwise permits amendment at any time for another proper purpose.
K.S.A. § 17-7680 permits restated articles to integrate all operative provisions. A pure restatement is headed “restated articles of organization.” If it also makes a new change, it is headed “amended and restated articles of organization,” and the new change remains subject to the ordinary amendment rules. Restated articles state the present name, any original name, original filing date, delayed effective date if any, and the statutory execution and filing statements. They supersede the prior instruments without changing the original formation date.
Legal name and availability
A legal-name change is an amendment to the articles. The new name must contain “limited liability company,” “limited company,” “L.L.C.,” “L.C.,” “LLC,” or “LC.” under K.S.A. § 17-7920(a). K.S.A. § 17-7918(a)-(c) ordinarily requires record distinguishability from other filed, reserved, recently canceled, or forfeited names.
An otherwise conflicting name may be supported by the other entity's written consent on the prescribed form or by a certified final judgment establishing the right to use it. Those are conditional filing attachments. Name availability is not trademark, domain, license, or professional-board clearance.
Internal approval and private consents
Section 17-7674 states no amendment-specific member or manager vote. Start with the operating agreement, articles, class rights, and any approval conditions. K.S.A. § 17-7687(a)-(e) permits the operating agreement to allocate voting rights and procedures. K.S.A. § 17-7693 supplies the management default. If the agreement does not provide otherwise, member management is weighted by current profit interests and members holding more than 50% control; manager management exists to the extent the agreement vests management in a manager.
Keep the approval record separate from the filed signature. Section 17-7908(b) allows one or more authorized persons to sign, but the filing office need not demand evidence of that authority. Signer capacity therefore does not prove that every operating-agreement, class, lender, investor, regulator, or other private consent was obtained. Professional LLCs have separate regulatory-board certificate rules and fall outside this ordinary-LLC answer.
Certificate contents and attachments
The statutory minimum under § 17-7674 is the LLC's name and the exact amendment. Current Form BEA also asks for the Kansas business ID, the current complete legal name, the specifically identified change, and an authorized-person signature. A name-change filing places the current name in the existing-name field and states the new name in the amendment text.
The statute does not require an approval recital, member list, original filing date, acknowledgment, or notarization for an ordinary amendment. Attach a conflicting-name consent or judgment only when the proposed name requires it. Professional LLC name or purpose amendments require the current regulatory-board certificate described in Form BEA.
Signer, filing channel, and fee
One or more authorized persons sign under § 17-7908(b), and an agent may sign unless the operating agreement provides otherwise. Under K.S.A. § 17-7909(a), filing constitutes an oath or affirmation under penalty of perjury. Facsimile, conformed, electronic, and electronically transmitted signatures are accepted under K.S.A. § 17-7910(a)-(e).
The Secretary of State offers online filing and paper Form BEA. The statutory LLC amendment fee is $20. Current information-and-services and technology fees add $5 plus $5 online, producing a $30 online total, or $10 plus $5 on paper, producing the $35 paper total independently printed on Form BEA.
Effective time and filing review
The amendment is effective on its filing date unless it states a later date. Under § 17-7911, that date may be no later than 90 days after filing. Before the future date arrives, a terminated transaction or changed future date is handled by filing a certificate that identifies and terminates or amends the original document.
The Secretary of State endorses and records the document after delivery and fee payment if it conforms to law, then returns a certified copy. Current agency guidance adds that a business must be in good standing to file an amendment. The cited provisions state no general processing estimate and no ordinary administrative appeal deadline, so do not substitute an estimated turnaround time for legal effectiveness.
Correction, agent, report, and assumed-name alternatives
Use K.S.A. § 17-7912(a)'s correction route when a filed document inaccurately recorded the covered-entity action or was defectively or erroneously executed. The certificate identifies the defect and supplies corrected text; a fully corrected document is an alternative. The correction generally relates back to the original filing, except for substantially and adversely affected persons. A later business decision is an amendment, not a correction.
For an agent or registered-office-only change, K.S.A. § 17-7926(a)-(c) supplies a separate certificate and expressly says no articles amendment is then required. If an agent dies or moves, the replacement deadline is 30 days. The current agency page lists separate Form ROA.
Kansas's biennial business entity information report carries the principal office and members owning at least 5% of capital, with addresses. It is the recurring route for those report fields, not a substitute for a legal-name amendment. Kansas does not offer a state assumed-, fictitious-, trade-, or DBA- name registration; the Secretary of State expressly says its name-reservation application is not such a filing.
Accepted filing, company records, and follow-up
Section 17-7910 requires the Secretary of State to return a certified recorded copy. Preserve it with the approval record, articles, operating agreement, and any power of attorney. K.S.A. § 17-7690(a)(4) gives a qualifying member access to the articles, all amendments, written operating agreement, and related written powers of attorney.
The accepted certificate changes the Kansas public articles. It does not by itself update tax, payroll, licenses, permits, banks, contracts, insurance, property titles, trademarks, domains, vendors, customers, or registrations in other jurisdictions. Section 17-76,139 separately permits forfeiture after an uncured biennial-report or fee default; an amendment does not itself cure that status problem.
Statutes and sources
- K.S.A. §§ 17-7673, 17-7674, and 17-7680. Amendment effect, prompt accuracy duty, contents, voluntary route, and restatement. Amendment statute and restatement statute (accessed 2026-08-21)
- K.S.A. §§ 17-7687, 17-7690, and 17-7693. Voting, management, and member access to articles and amendments. Management statute (accessed 2026-08-21)
- K.S.A. §§ 17-7908 to -7912, 17-7918, 17-7920, and 17-7926. Signer, perjury, filing, 90-day delayed effect, correction, name, and agent-change rules. Filing statute, effective-date statute, and name statute (accessed 2026-08-21)
- K.S.A. §§ 17-76,136 and 17-76,139; K.A.R. 7-16-1 to -2. LLC filing fee, current surcharges, report fields, and report-default consequence. LLC fee statute, report statute, and current fee regulations (accessed 2026-08-21)
- Kansas Secretary of State Form BEA and business-change guidance. Current form fields, paper fee, filing route, good-standing condition, correction, agent-change, and no-DBA guidance. Form BEA, change guidance, and registration guidance (accessed 2026-08-21)
Source links
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