Protected and Registered Series LLC Formation Requirements in Kansas

At a glance

Requirements one by one

Agreement, parent notice, and designation

An operating agreement may establish or provide for a designated series of members, managers, interests, or assets. The series is formed by filing a certificate of designation stating the parent and series names. The parent articles must contain the series liability notice, which may precede any actual series and need not name one. K.S.A. § 17-76,143(a),(b),(d)(1).

Records and liability limit

The statutory series-only debt rule requires agreement authority and limitation language, separate accounting for series assets, parent-articles notice, and a filed designation for that series. Records may use an objectively determinable listing, class, quantity, or formula; assets may be held directly or through a nominee, including in the parent or series name. K.S.A. § 17-76,143(c).

Name, changes, and cancellation

The certificate's series name includes the parent LLC name and designator and follows the covered-entity distinguishability test. An amendment is filed as a separate certificate. After series dissolution and winding up, the company must file a designation cancellation. K.S.A. §§ 17-76,143(d)(3),(7),(e), 17-7918(a).

What trips people up

A designation is a separate filing; § 17-76,143(d)(2) says it is not an amendment to the parent articles. Also, the statute expressly permits the LLC and a series to agree to broader cross-recourse, so its conditional limitation should not be read as a universal creditor outcome. K.S.A. § 17-76,143(c),(d)(2).

Common questions

Can a series merge under the ordinary LLC merger rules? Section 17-76,143(a) channels series mergers and consolidations to the special § 17-76,143a procedure.

Is a series an association under Kansas law? Yes, regardless of how many members or managers it has. K.S.A. § 17-76,143(c)(12).

Statutes and sources

• K.S.A. § 17-76,143(a): “An operating agreement may establish or provide for the establishment of one or more designated series of members, managers, limited liability company interests or assets. If an operating agreement so provides for the establishment or formation of one or more series, then a series may be formed by complying with this section.” https://www.ksrevisor.gov/statutes/chapters/ch17/017_076_0143.html (accessed 2026-09-27).
• K.S.A. § 17-76,143(a): “A series is formed by the filing of a certificate of designation in the office of the secretary of state.” https://www.ksrevisor.gov/statutes/chapters/ch17/017_076_0143.html (accessed 2026-09-27).
• K.S.A. § 17-76,143(a): “Other than pursuant to K.S.A. 17-76,143a , and amendments thereto, a series may not merge, convert, or consolidate pursuant to any section of the Kansas revised limited liability company act, the business entity transactions act, K.S.A. 17-78-101 et seq., and amendments thereto, or any other statute of this state.” https://www.ksrevisor.gov/statutes/chapters/ch17/017_076_0143.html (accessed 2026-09-27).
• K.S.A. § 17-76,143(b): “Notice of the limitation on liabilities of a series as referenced in subsection (c) shall be set forth in the articles of organization of the limited liability company. Notice in articles of organization of the limitation on liabilities of a series as referenced in subsection (c) shall be sufficient for all purposes of this subsection whether or not the limited liability company has formed any series when such notice is included in the articles of organization, and there shall be no requirement that any specific series of the limited liability company be referenced in such notice.” https://www.ksrevisor.gov/statutes/chapters/ch17/017_076_0143.html (accessed 2026-09-27).
• K.S.A. § 17-76,143(c): “in the event that an operating agreement establishes or provides for the establishment of one or more series, and if to the extent the records maintained for any series account for the assets associated with such series separately from the other assets of the limited liability company, or any other series thereof, and if the operating agreement so provides, and if notice of the limitation on liabilities of a series as referenced in this subsection is set forth in the articles of organization of the limited liability company and if the limited liability company has filed a certificate of designation for each series that is to have limited liability under this section, then the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to such series shall be enforceable against the assets of such series only, and not against the assets of the limited liability company generally or any other series thereof” https://www.ksrevisor.gov/statutes/chapters/ch17/017_076_0143.html (accessed 2026-09-27).
• K.S.A. § 17-76,143(c): “Assets associated with a series may be held directly or indirectly, including in the name of such series, in the name of the limited liability company, through a nominee or otherwise. Records maintained for a series that reasonably identify its assets, including by specific listing, category, type, quantity, computational, or allocational formula or procedure, including a percentage or share of any asset or assets, or by any other method where the identity of such assets is objectively determinable, will be deemed to account for the assets associated with such series separately from the other assets of the limited liability company, or any other series thereof.” https://www.ksrevisor.gov/statutes/chapters/ch17/017_076_0143.html (accessed 2026-09-27).
• K.S.A. § 17-76,143(c): “Neither the preceding sentences nor any provision pursuant thereto in an operating agreement, articles of organization or certificate of designation shall: Restrict a series or limited liability company on behalf of a series from agreeing in the operating agreement or otherwise that any or all of the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to the limited liability company generally or any other series thereof shall be enforceable against the assets of such series; or restrict a limited liability company from agreeing in the operating agreement or otherwise that any or all of the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to a series shall be enforceable against the assets of the limited liability company generally.” https://www.ksrevisor.gov/statutes/chapters/ch17/017_076_0143.html (accessed 2026-09-27).
• K.S.A. § 17-76,143(c)(12): “For all purposes of the laws of the state of Kansas, a series is an association, regardless of the number of members or managers, if any, of such series.” https://www.ksrevisor.gov/statutes/chapters/ch17/017_076_0143.html (accessed 2026-09-27).
• K.S.A. § 17-76,143(d)(1): “A certificate of designation shall set forth: (i) The name of the limited liability company; and (ii) the name of the series.” https://www.ksrevisor.gov/statutes/chapters/ch17/017_076_0143.html (accessed 2026-09-27).
• K.S.A. § 17-76,143(d)(2): “A certificate of designation shall be executed in accordance with K.S.A. 17-7908 (b), and amendments thereto, and shall be filed in the office of the secretary of state in accordance with K.S.A. 17-7910 , and amendments thereto. A certificate of designation is not an amendment to the articles of organization of the limited liability company.” https://www.ksrevisor.gov/statutes/chapters/ch17/017_076_0143.html (accessed 2026-09-27).
• K.S.A. § 17-76,143(d)(3)-(4): “A certificate of designation may be amended by filing a certificate of amendment thereto in the office of the secretary of state.” https://www.ksrevisor.gov/statutes/chapters/ch17/017_076_0143.html (accessed 2026-09-27).
• K.S.A. § 17-76,143(d)(7): “A certificate of cancellation of the certificate of designation may be filed at any time, and shall be filed, in the office of the secretary of state to accomplish the cancellation of a certificate of designation upon the dissolution of a series for which a certificate of designation was filed and completion of the winding up of such series.” https://www.ksrevisor.gov/statutes/chapters/ch17/017_076_0143.html (accessed 2026-09-27).
• K.S.A. § 17-76,143(e)(1),(3): “The name of each series as set forth in its certificate of designation:” https://www.ksrevisor.gov/statutes/chapters/ch17/017_076_0143.html (accessed 2026-09-27).
• K.S.A. § 17-76,143(e)(1): “Shall include the name of the limited liability company, including any word, abbreviation or designation required by K.S.A. 17-7920 , and amendments thereto;” https://www.ksrevisor.gov/statutes/chapters/ch17/017_076_0143.html (accessed 2026-09-27).
• K.S.A. § 17-76,143(e)(3): “must comply with the requirements of K.S.A. 17-7918 , and amendments thereto, to the same extent as a covered entity;” https://www.ksrevisor.gov/statutes/chapters/ch17/017_076_0143.html (accessed 2026-09-27).
• K.S.A. § 17-7908(b): “Documents related to limited liability companies shall be executed in the following manner: All documents shall be signed by one or more authorized persons.” https://www.ksrevisor.gov/statutes/chapters/ch17/017_079_0008.html (accessed 2026-09-27).
• K.S.A. § 17-7918(a): “the names of all covered entities, except for banks, savings and loan associations and savings banks, must be distinguishable on the records of the office of the secretary of state from:” https://www.ksrevisor.gov/statutes/chapters/ch17/017_079_0018.html (accessed 2026-09-27).