LLC Member Dissociation, Withdrawal, and Expulsion Requirements in Kansas

At a glance

Requirements one by one

Resignation is agreement-controlled in both formation cohorts

K.S.A. § 17-7663 makes the operating agreement binding on members, managers, and assignees even without execution.

Under K.S.A. § 17-76,106, a member may resign only at the time or event in the operating agreement and in accordance with it. For LLCs whose original articles became effective after June 30, 2014, the default also forbids a pre- wind-up resignation unless the agreement provides otherwise.

For an LLC originally effective on or before that date, the statute uses its legacy subsection. It still requires an agreement time or event, but removes the categorical pre-wind-up ban. On resignation, the legacy member becomes an assignee and retains any liability to the LLC.

Kansas defines no wrongful member-resignation category

The Act supplies no independent member-resignation notice, acceptance, later- date, or filing route and no wrongful-dissociation damages formula. An attempted exit outside the agreement rule should not be treated as a completed statutory resignation merely because notice was sent. Agreement and other law may supply breach remedies.

Expulsion and judicial dissolution are separate

The Act recognizes that an operating agreement may make expulsion a member- termination event, but supplies no default majority, all-other-member, illegality, full-transfer, or no-cause expulsion procedure. The agreement must supply the event and process.

Kansas also has no ordinary judicial member-expulsion statute. § 17-76,117 addresses Attorney-General dissolution and a 25%-interest deadlock petition, with equitable relief at the LLC level rather than member expulsion.

Bankruptcy and full assignment end membership by default

Unless the agreement or all-member approval provides otherwise, § 17-7689 ends membership for listed bankruptcy, insolvency, creditor-assignment, relief-petition, admission, and consensual receiver/trustee/liquidator events. The involuntary-case period is 120 days; the nonconsensual appointment and post-stay periods are 90 days.

Under § 17-76,112, assignment of the entire LLC interest also ends membership and member powers unless the agreement differs. A security interest, lien, or encumbrance alone does not. Death, incapacity, or entity termination instead gives the personal representative estate- or property-administration powers under § 17-76,115; the section does not itself say status ends.

Resignation carries a fair-value payout

The operating agreement controls the distribution. Absent another rule, § 17-76,107 requires fair value of the LLC interest on the resignation date within a reasonable time, based on the member's distribution share. Legacy companies remain governed by the June 30, 2014 version of that section.

Full assignment transfers the assigned profits, losses, distributions, and tax allocations. Expulsion has no separate statutory buyout or valuation formula; the agreement must address the former member's economics.

Information, liability, reporting, and dissolution stay separate

The legacy resigning member and a full-interest assignor retain the liabilities the statute identifies. The general information right in § 17-7690 belongs to current members and managers; the Act states no separate former-member route.

There is no event-driven member-exit filing. The biennial report instead lists members owning at least 5% of capital as of filing. If the LLC has no members, § 17-76,116 provides a 90-day or agreement-period representative/admission route before dissolution is required. A member event does not itself dissolve the LLC.

What trips people up

• Formation date matters. The June 30, 2014 line changes the pre-wind-up and assignee treatment.
• No standalone notice route exists. Member resignation is not the same as manager resignation under the next section.
• Full assignment ends membership automatically by default. Kansas does not wait for assignee admission.
• The public report uses a 5% capital threshold. It is not a complete roster of every member or any manager list.

Common questions

May a member resign if the agreement is silent?

No agreement time or event exists to satisfy § 17-76,106. The legacy branch removes the categorical pre-wind-up bar but still states the agreement-event condition.

Does resignation produce a fair-value payment?

Yes under the statutory fallback, within a reasonable time and based on the member's distribution share, unless the operating agreement controls.

May the other members expel someone by a default vote?

No default member-expulsion vote appears. The operating agreement must supply the authority and process.

Does full assignment release the seller?

No. Section 17-76,114 preserves the assignor's stated liabilities to the LLC whether or not the assignee becomes a member.

Statutes and sources

• K.S.A. §§ 17-7662, -7663, -7687, -7689, and -7690 — Act, agreement, bankruptcy cessation, records, and information. Official Kansas Revisor statutes (accessed August 30, 2026).
• K.S.A. §§ 17-76,106 to -108 — formation-date resignation split, assignee status, and fair-value distribution. Official § 17-76,106 and § 17-76,107 (accessed August 30, 2026).
• K.S.A. §§ 17-76,112 and -114 to -117 — assignment exit, liability, representatives, memberless dissolution, and separate judicial dissolution. Official § 17-76,112 and § 17-76,116 (accessed August 30, 2026).
• K.S.A. § 17-76,139 — 5%-capital biennial member report. Official current text (accessed August 30, 2026).