LLC Operating Agreement Requirements in Kansas

At a glance

Requirements one by one

Governing law and document name

K.S.A. § 17-7662 names the Kansas Revised Limited Liability Company Act. K.S.A. § 17-7663(m) uses “operating agreement” broadly enough to include an agreement called something else, so long as it concerns the LLC's affairs and business.

Required or optional

Kansas does not fit a simple optional-versus-written-required label. K.S.A. § 17-7673(c) says an operating agreement “shall be entered into or otherwise existing,” but K.S.A. § 17-7663(m) permits an implied agreement. Section 17-7673(c) also permits the agreement to arise after filing and states no fixed deadline or consequence that invalidates an otherwise substantially compliant formation under § 17-7673(b).

Permitted form and signatures

K.S.A. § 17-7663(m) recognizes written, oral, and implied agreements and takes the agreement outside statutes of frauds. It also binds the LLC, members, managers, and assignees without requiring them to execute the agreement. The Act states no general witness, acknowledgment, or notarization formality for the agreement itself.

Adoption timing and effect

K.S.A. § 17-7673(c) allows terms before, at, or after the articles filing. The agreement may select the filing's effective time or another time or date reflected in the agreement. Formation remains a separate event under § 17-7673(b): the LLC becomes a separate legal entity after substantial compliance at the time supplied by the filing statute.

Single member and assent

K.S.A. § 17-7663(m) expressly rejects the argument that a one-member agreement fails merely because only one person is a party. It also lets written terms admit a member or assignee without that person's signature when the person or an authorized representative satisfies the stated conditions, including through conduct such as paying for an interest. K.S.A. § 17-7686(c) separately permits a sole member without a contribution or even an economic interest unless the agreement says otherwise.

Management and authority defaults

K.S.A. § 17-7693 defaults to member management weighted by each member's current profit interest, with more than 50% controlling. Manager management exists only to the extent the operating agreement provides for it. The section allocates internal management; it does not itself state the ordinary-course agency rule or the separate unanimous outside-course approval rule found in many uniform-act states.

Voting, economic, and transfer defaults

K.S.A. § 17-7687(e) gives each profit-interest holder a vote unless the agreement or another Act provision says otherwise, while § 17-7693 weights the management decision by current profit interests. The agreement may instead create voting or nonvoting classes under § 17-7687(a) and choose per-capita, financial-interest, class, or another basis under § 17-7687(b).

Economics use a different fallback. K.S.A. § 17-76,101 allocates profits and losses, and K.S.A. § 17-76,102 allocates distributions, by the recorded agreed value of contributions received and not returned when the agreement is silent.

For a later person who is not an assignee, K.S.A. § 17-7686(b)(1) defaults to all members' consent. K.S.A. § 17-76,112(a)-(b) makes an assignment economic only: it does not transfer member powers or management participation without the agreement or the stated all-member approval. K.S.A. § 17-76,114(a) uses the same general all-member route for assignee admission, subject to the agreement and a narrow voluntary sole-member full-assignment exception.

Nonwaivable rules and duties

Kansas's express contractual floor is narrow. K.S.A. § 17-76,134(b)-(e) directs maximum effect for freedom of contract and permits duties, including fiduciary duties, and related liability to be expanded, restricted, or eliminated. The agreement may not eliminate the implied contractual covenant of good faith and fair dealing or liability for an act or omission that is a bad-faith violation of that covenant.

Other provisions still supply statutory procedures. K.S.A. § 17-7690(g) permits information rights to be expanded or restricted only through the original agreement or a qualifying amendment. K.S.A. § 17-7672(a) authorizes district- court actions to interpret and enforce the agreement and Act, and K.S.A. § 17-76,117(b) supplies a deadlock-dissolution petition route for members holding at least 25% of the specified interests when its conditions are met.

Amendment, filing, and records

K.S.A. § 17-7687(f)-(g) enforces the agreement's stated amendment method, including an outsider's approval or stated conditions. If the agreement has no method, subsection (g) supplies unanimous approval—but only for an LLC whose original articles were filed on or after July 1, 2014. That date limitation means the subsection should not be treated as a universal Kansas fallback for older LLCs.

The agreement is distinct from the required articles filing under K.S.A. § 17-7673(a), although the articles may include other matters the members choose. K.S.A. § 17-7690(a)(4) lets a member obtain a copy of any written agreement and amendments on a qualifying demand. Under § 17-7690(d), the LLC may keep records electronically if they can be converted to paper within a reasonable time, and § 17-7690(h) requires a current record of each member's and manager's name and last known business, residence, or mailing address.

What trips people up

“Shall exist” does not mean “signed before filing.” Kansas permits oral and implied terms and expressly allows the agreement to arise after the articles are filed. The statute gives no fixed post-filing deadline.

Voting power and economic shares use related but different measures. The management default uses current profit interests, while the profit, loss, and distribution defaults use received and unreturned contribution value recorded by the LLC.

The unanimous amendment fallback has an entity-age limit. K.S.A. § 17-7687(g) applies only when the original articles were filed on or after July 1, 2014.

Internal management is not an outsider-binding rule. K.S.A. § 17-7693 decides who manages internally but does not itself supply a general ordinary- course member-agency rule. Do not infer one solely from that section.

Common questions

Can a Kansas LLC have a nonmember manager? Yes. K.S.A. § 17-7693 allows one or more managers selected as the operating agreement provides and does not make membership a condition.

Does an assignee automatically get a vote? No. K.S.A. § 17-76,112 separates the assigned economic interest from member powers. Admission generally follows the agreement or all-member approval under § 17-76,114.

Must the agreement be filed with the Secretary of State? The Act requires articles of organization to be filed under K.S.A. § 17-7673(a), while subsection (c) treats the operating agreement as a separate instrument. Members may choose to put governance matters in the articles, but the operating agreement itself is not the required formation filing.

Statutes and sources

• K.S.A. § 17-7662 — Act name. https://ksrevisor.gov/statutes/chapters/ch17/017_076_0062.html (accessed 2026-07-26)
• K.S.A. § 17-7663(m) — agreement definition, permitted forms, unsigned-party effect, sole-member validity, statute-of-frauds exclusion, outsider rights, and admission through conduct. https://ksrevisor.gov/statutes/chapters/ch17/017_076_0063.html (accessed 2026-07-26)
• K.S.A. § 17-7673(b)-(c) — formation, required existence language, timing, and selected effective time. https://ksrevisor.gov/statutes/chapters/ch17/017_076_0073.html (accessed 2026-07-26)
• K.S.A. § 17-7686(a)-(c) — initial and later admission plus sole-member status without contribution or economic interest. https://ksrevisor.gov/statutes/chapters/ch17/017_076_0086.html (accessed 2026-07-26)
• K.S.A. § 17-7687(a)-(b), (e)-(g) — voting customization, default voting eligibility, amendment methods, outsider approvals, and the post-2014 unanimous fallback. https://ksrevisor.gov/statutes/chapters/ch17/017_076_0087.html (accessed 2026-07-26)
• K.S.A. § 17-7690(a), (d), (g)-(h) — written-agreement access, electronic records, information-right changes, and current address records. https://ksrevisor.gov/statutes/chapters/ch17/017_076_0090.html (accessed 2026-07-26)
• K.S.A. § 17-7693 — member-management, profit-interest control, and agreement-created manager management. https://ksrevisor.gov/statutes/chapters/ch17/017_076_0093.html (accessed 2026-07-26)
• K.S.A. §§ 17-76,101 and 17-76,102 — contribution-value defaults for profits, losses, and distributions. https://ksrevisor.gov/statutes/chapters/ch17/017_076_0101.html and https://ksrevisor.gov/statutes/chapters/ch17/017_076_0102.html (accessed 2026-07-26)
• K.S.A. §§ 17-76,112 and 17-76,114 — economic assignment and routes to member status. https://ksrevisor.gov/statutes/chapters/ch17/017_076_0112.html and https://ksrevisor.gov/statutes/chapters/ch17/017_076_0114.html (accessed 2026-07-26)
• K.S.A. § 17-76,134(b)-(e) — freedom of contract, duty changes, implied covenant, and liability floor. https://ksrevisor.gov/statutes/chapters/ch17/017_076_0134.html (accessed 2026-07-26)
• K.S.A. § 17-7672(a) and K.S.A. § 17-76,117(b) — district-court enforcement and the qualified deadlock-dissolution route. https://ksrevisor.gov/statutes/chapters/ch17/017_076_0072.html and https://ksrevisor.gov/statutes/chapters/ch17/017_076_0117.html (accessed 2026-07-26)