LLC Conversion and Domestication Filing Requirements in Kansas
At a glance
| Governing law, transaction names, and route scope | Kansas Business Entity Transactions Act, §§ 17-78-101 to -109, -401 to -406, and -501 to -506; conversion changes entity type, while domestication keeps the type and changes governing jurisdiction (§ 17-78-102(e)-(k)) |
|---|---|
| Entity-type conversion availability and eligible destination forms | Domestic LLC may become a different-type Kansas entity or qualifying foreign entity. Defined forms include corporation, GP/LLP, LP/LLLP, business/statutory trust, cooperative, and another qualifying separate legal person (§§ 17-78-102(l), -401) |
| Inbound/outbound domestication, continuance, and transfer | Two-way same-type domestication: Kansas LLC to same-type foreign entity, and qualifying foreign LLC to Kansas LLC. Each direction requires authorization under the other jurisdiction's law (§ 17-78-501) |
| Destination-law reciprocity and regulated-entity limits | Foreign conversion or either domestication direction requires other-jurisdiction authorization. Other law remains applicable; Chapter 66 entities need special approval, required agency merger notice/approval carries over, and charitable property remains protected (§§ 17-78-103 to -104) |
| Plan terms, interest conversion, and resulting governing documents | Recorded conversion/domestication agreement states source/result identity, type and jurisdiction; interest conversion or consideration; proposed public organic document; full recorded private rules; other terms; and required provisions. External facts allowed if operation is specified (§§ 17-78-107, -402, -502) |
| Member approval, agreement control, classes/series, and new-liability consent | Route-specific governing rules control. Otherwise merger default: post-6/30/2019 LLC, >50% of all profits interests; older LLC, >50% overall and in each class/group. Governing rules may vary either default. Each newly liable holder separately approves in a record unless the advance recorded-rule exception applies; unanimous alternative available (§§ 17-7681(a)(1), 17-78-108, -403, -503) |
| Conversion/domestication statements, companion filings, signer, and contents | Authorized person signs certificate naming source/result, jurisdictions/types, approval, and any delayed effect; attach Kansas public organic document/LLP qualification for a Kansas result and give a process-mailing address for a foreign result. A qualifying signed agreement may substitute; Form CDD pairs an inbound certificate with formation document (§§ 17-78-405, -505, -601; CDD) |
| Effective time, amendment, abandonment, withdrawal, status evidence, fees, and tax clearance | Filing-effective or delayed ≤90 days. Agreement amendment protects material holder changes; termination before effect follows the agreement/original method, with a postfiling termination certificate. Inbound CDD posts form-specific combined fees ($165 for an LLC result), no online filing, and no good-standing or tax-clearance attachment (§§ 17-78-404 to -405, -504 to -505, -601; CDD) |
| Entity, property, debt, proceeding, contract, interest, and registration continuity | Same entity without interruption; property and liabilities continue; rights/powers, proceedings, organic records, and interests continue or convert; no winding up/dissolution. Pretransaction holder liability remains, posttransaction liability follows resulting law, and a converting qualified foreign entity's Kansas authority cancels (§§ 17-78-406, -506) |
| Appraisal/dissent, alternative routes, and professional-advice boundaries | Merger-based appraisal carries over only when the LLC organic law would provide it and governing rules do not validly limit it; governing rules/agreement may create contractual appraisal. The Act is nonexclusive, but it does not choose or validate another route (§§ 17-78-106, -109) |
Requirements one by one
Kansas separates type changes from jurisdiction changes
Conversion lets a Kansas LLC become a different type of Kansas entity or a qualifying foreign entity of a different type. Domestication lets a Kansas LLC become the same type under foreign law, or a qualifying foreign LLC become a Kansas LLC. K.S.A. §§ 17-78-401 to 17-78-403 and 17-78-501 to 17-78-503.
The covered forms include corporations, general and limited partnerships, limited-liability variants, business and statutory trusts, cooperatives, LLCs, and other qualifying separate legal persons. Other law can still prohibit or regulate a transaction, carry over governmental approval, or restrict the use of charitable property. K.S.A. §§ 17-78-102 to 17-78-104 and 17-78-106 to 17-78-109.
The agreement and approval path depend on the LLC's records and formation date
Each agreement is a record identifying the source and resulting entities and jurisdictions, how interests convert, the proposed public organic document, the full recorded private rules, and other terms. K.S.A. §§ 17-78-401 to 17-78-403 and 17-78-501 to 17-78-503.
The LLC's route-specific governing rules control approval. If those rules are silent, Kansas imports the LLC merger vote. An LLC whose original articles were effective after June 30, 2019 uses more than 50% of all members' current profits interests. An LLC with original articles effective on or before that date uses more than 50% overall and, if it has multiple classes or groups, more than 50% within each class or group. The operating agreement may change either default. K.S.A. § 17-7681(a)(1).
A holder who would acquire interest-holder liability also approves in a record, subject to the Act's recorded advance-rule exception. Unanimous holder approval is an alternative unless the organic law or rules provide otherwise. K.S.A. §§ 17-78-108, 17-78-403, and 17-78-503.
Certificates, timing, and termination
An authorized person signs the certificate. It identifies the source and result, jurisdictions and types, approval, and any delayed effective time. A Kansas-result filing attaches its public organic document or LLP qualification; a foreign-result filing supplies an address for process. A qualifying signed agreement may substitute for the certificate. K.S.A. §§ 17-78-404 to 17-78-406; K.S.A. §§ 17-78-504 to 17-78-506; and K.S.A. § 17-78-601.
The filing takes effect when filed or at a stated time no more than 90 days later. The agreement may prescribe amendment and termination; protected material changes return to affected holders, and termination after filing but before effect requires a timely certificate of termination. K.S.A. §§ 17-78-404 to 17-78-405 and 17-78-504 to 17-78-505.
For an inbound Kansas result, current Form CDD pairs the certificate with the resulting formation document. Its combined fee is $165 when the result is an LLC, and it currently says online filing is unavailable. Kansas Secretary of State Form CDD (rev. 2/27/26).
The same entity continues
The result is the same entity without interruption. Property remains vested, liabilities continue, rights and powers remain subject to other law and the agreement, the new name may be substituted in pending proceedings, governing records take effect, and interests convert. Pretransaction holder liability is not discharged; resulting law governs newly arising holder liability. Neither route requires winding up or causes dissolution. K.S.A. §§ 17-78-406 and 17-78-506.
What trips people up
The current Form CDD is expressly for a conversion or domestication to a Kansas business. An outbound Kansas LLC still files the Kansas certificate required by §§ 17-78-405 or 17-78-505, but the destination jurisdiction's law controls its additional authorization, organic document, filing, and fee.
Common questions
Can an older contract's merger clause apply even if it says nothing about conversion or domestication?
Yes, potentially. The Act says a qualifying protected agreement's merger clause applies as if the transaction were a merger until that agreement is amended after the Act's effective date. K.S.A. §§ 17-78-401(c) and 17-78-501(d).
Can the agreement use an outside event or determination to set a term?
Yes, if the agreement states how the outside fact operates. Filed-document fields such as names, addresses, registered office and agent, effective date, and the required approval statement cannot depend on outside facts. K.S.A. §§ 17-78-107 and 17-78-601(f).
Statutes and sources
- K.S.A. §§ 17-78-102 to 17-78-104 and 17-78-106 to 17-78-109 — definitions, other-law and approval limits, alternative routes, outside facts, unanimous approval, and appraisal; official text (accessed September 8, 2026).
- K.S.A. §§ 17-78-401 to 17-78-406 — conversion authorization, agreement, approval, amendment, certificate, effective time, and effect; official text (accessed September 8, 2026).
- K.S.A. § 17-7681(a)(1) — imported LLC merger approval default; official text (accessed September 8, 2026).
- K.S.A. §§ 17-78-501 to 17-78-506 — domestication authorization, agreement, approval, amendment, certificate, effective time, and effect; official text (accessed September 8, 2026).
- K.S.A. § 17-78-601 — execution, filing, fees, effective time, and outside facts; official text (accessed September 8, 2026).
- Kansas Secretary of State Form CDD (rev. 2/27/26) — current inbound filing package, combined fees, signer, and filing availability; official form (accessed September 8, 2026).
Source links
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