LLC Manager Appointment, Removal, Resignation, and Vacancy Requirements in Kansas
At a glance
| Governing law, entity, manager, member, and scope | Kansas Revised Limited Liability Company Act; ordinary domestic manager-managed LLC and its agreement-created manager office, not a member, liquidating trustee, delegate, officer, employee, series manager, professional LLC, or disputed appointment outcome (K.S.A. §§ 17-7662, -7663, -7671, -7692 to -7693) |
|---|---|
| Manager-managed election and operating-agreement override | Members manage by profit interest unless the operating agreement provides for manager management. The agreement controls the manager's selection, offices, responsibilities, and cessation, subject to the nonwaivable written-notice resignation power (§§ 17-7663(m), 17-7693, 17-76,105) |
| Appointment actor, threshold, and record | A manager is named in or designated under the operating agreement and chosen in the manner it provides. The Act states no fallback selector, vote denominator, threshold, class approval, meeting, consent, writing, signature, or appointment filing rule (§§ 17-7663(k), 17-7692 to -7693) |
| Eligibility, number, and term | A manager is a 'person,' a definition covering natural persons and domestic or foreign entities, and manager status is not conditioned on membership. Multiple managers are permitted; the Act states no general age, residency, licensing, fixed-term, numerical cap, or successor-holdover default (§§ 17-7663(k), (n), 17-7693) |
| Removal actor, threshold, notice, cause, and timing | Agreement-controlled: manager cessation occurs as the operating agreement provides. The Act states no general nonjudicial removal actor, vote or interest threshold, meeting, notice, cause, record, filing, acceptance, or effective-time default; a district court may adjudicate the validity of a removal but does not supply the missing internal process (§§ 17-7671(a), 17-7693, 17-7696) |
| Resignation, acceptance, timing, and successor | A manager may resign at an agreement-specified time or event under its procedure. Despite an agreement barring resignation, the manager may resign at any time by written notice to the members and other managers; no acceptance or filing is stated, but breach can support damages and offset. The Act states no general advance-successor procedure (§ 17-76,105) |
| Vacancy, successor, holdover, death, and incapacity | Agreement-controlled: the Act has no general manager-vacancy list or successor rule for resignation, removal, death, incapacity, entity termination, disqualification, or term expiration, and no remaining-manager filler, mandatory replacement, or holdover default (§§ 17-7692 to -7693, 17-76,105) |
| Member-manager status, dissociation, and filings | Member and manager status are separate: member cessation does not itself end manager status, and manager cessation does not itself end membership, unless the operating agreement connects them. Articles need not elect management or name managers; the LLC keeps a current internal manager record, while the biennial public report names 5%-capital members rather than managers (§§ 17-7673, -7689 to -7690, -7693, 17-76,106, -139) |
| Continuing liability, authority, employment, fiduciary, and judicial boundaries | Manager status alone creates no personal liability for company debts, but an agreement-breaching resignation may create damages and offset. Indemnification, agreement remedies, delegation, transaction or employment rights, duties, judicial review of office or votes, dissolution, and winding up remain separate issues (§§ 17-7670 to -7671, -7688, -7696, -7698, 17-76,105) |
Requirements one by one
The operating agreement creates manager management
Under K.S.A. § 17-7693, members manage by default in proportion to their current profit interests, and more than 50% controls. That threshold is not a fallback vote for appointing or removing a manager. Manager management exists to the extent the operating agreement provides for it, and the manager is chosen in the manner that agreement supplies.
The manager's offices, responsibilities, and ordinary cessation rules also come from the operating agreement. Kansas therefore does not supply a general statutory selector, appointment threshold, removal vote, notice, cause, term, holdover, vacancy list, or replacement procedure when the agreement is silent.
A manager may be an entity and need not be a member
Sections 17-7663 and 17-7692 define a manager as a “person” named in or designated under the operating agreement. “Person” includes natural persons and domestic or foreign partnerships, LLCs, trusts, corporations, governments, and other entities. Manager status is not conditioned on admission as a member. Those rules appear in § 17-7663 and § 17-7692.
Section 17-7693 permits more than one manager. The Act states no general age, residency, licensing, fixed-term, minimum-number, numerical-cap, or successor-holdover rule. If multiple managers vote on another company matter, § 17-7695 gives each an equal per-capita vote unless the agreement provides another basis; that voting default is not itself an appointment or removal power.
Written notice preserves the power to resign
Under § 17-76,105, a manager ordinarily resigns at the time or event and through the procedure stated in the operating agreement. The agreement may even say the manager has no right to resign. Despite that restriction, the manager may resign at any time by giving written notice to the members and other managers.
The section does not require acceptance or a public filing. But if resignation violates the agreement, the LLC may recover breach damages and offset them against an amount otherwise distributable to the manager. The Act states no general advance-successor procedure.
Membership, records, and public reporting are separate
Kansas separately defines and regulates member status. Under § 17-7693, manager cessation goes to the operating agreement, while § 17-7689 begins a separate list of member-cessation events. The member-cessation and member- resignation provisions do not automatically end manager office. Conversely, manager cessation is not itself one of the Act's member-cessation rules. The operating agreement can expressly connect the two capacities.
Under § 17-7673, the articles' mandatory fields do not include a management election or manager names. Internally, § 17-7690(h) requires a current record identifying every member and manager and an address for each. The biennial public report instead lists members owning at least 5% of capital and does not list managers. The Act states no event-driven Secretary of State filing for an ordinary manager appointment, removal, resignation, or vacancy.
Ending office does not settle other legal relationships
Under § 17-7688, a manager is not personally liable for company debts solely because the person acts as manager, while § 17-76,105 preserves the LLC's contractual damages remedy for an agreement-breaching resignation. Section 17-7670 separately addresses indemnification of present and former managers; that rule appears in § 17-7670. Under § 17-7696, the operating agreement may also specify penalties or consequences for manager noncompliance or stated events.
Delegating management powers under § 17-7698 does not make the delegate a manager or end the delegating manager's status. Section 17-7671 permits a district court to decide a contested appointment, removal, resignation, or right to serve, but it does not replace the agreement's internal transition rules. Transaction authority, employment and compensation agreements, duties, dissolution, and winding up remain separate questions.
What trips people up
- The member-management majority is not a manager-change vote. Once the agreement creates manager management, it must provide the selection and removal process.
- A no-resignation clause is not absolute. Written notice to the members and other managers can make a resignation possible, while leaving a damages claim for breach.
- Manager voting is not member appointment authority. Equal per-capita voting among multiple managers concerns matters on which managers may vote; it does not appoint or remove them.
- Kansas does not publicly list managers in its biennial LLC report. The internal manager record and the public report serve different functions.
Common questions
May a Kansas LLC manager be an entity or a nonmember?
Yes. The statutory person definition includes entities, and the manager and member definitions create separate capacities.
Does Kansas provide a default majority vote to remove a manager?
No. Manager cessation occurs as the operating agreement provides, subject to the statutory resignation rule. The Act does not add a fallback removal actor, threshold, notice, or cause rule.
Can an agreement prohibit a manager from resigning?
It can deny a contractual right to resign, but the manager still may resign at any time by written notice to the members and other managers. A resignation that breaches the agreement can support damages and an offset.
Does ceasing to be manager automatically end membership?
No automatic link appears in the Act. The operating agreement should state whether an event in one capacity also ends the other.
Statutes and sources
- K.S.A. §§ 17-7662 to -7663, 17-7692 to -7693, and 17-7695 to -7696 — Act, manager, member, operating-agreement and person definitions; manager designation and management election; agreement-controlled selection, cessation, offices, responsibilities, classes, voting, and consequences. Official Revisor §§ 17-7663 and 17-7693 (accessed August 29, 2026).
- K.S.A. § 17-76,105 — agreement-specified resignation, preserved written- notice resignation power, damages, and offset. Official Revisor § 17-76,105 (accessed August 29, 2026).
- K.S.A. §§ 17-7671, 17-7673, 17-7689 to -7690, 17-76,106, and 17-76,139 — contested manager-office proceedings, articles, separate member cessation, current internal records, and biennial public reporting. Official Revisor § 17-7671, § 17-7690, and § 17-76,139 (accessed August 29, 2026).
- K.S.A. §§ 17-7670, 17-7688, and 17-7698 — present and former manager indemnification, company-debt liability, and delegation without changing manager status. Official Revisor § 17-7688 (accessed August 29, 2026).
Source links
Every statute quoted above, linked, with the date we checked it.
What does Kansas law mean for your facts?
You just read the general rule. Ask your own question and see which parts of current Kansas law apply to your situation, with citations you can check.
Opens in Ezel Pro.
- Starts from the statutes this survey is built on
- Cites every source it relies on, so you can verify it
- Chat, drafting and research in one workspace