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50-State Surveys › LLC Operating Agreement Requirements by State › Kansas

Kansas: LLC Operating Agreement Requirements

verified against the statute 2026-07-26 22 statute sources

The short answer

Kansas says an operating agreement shall exist before, at, or after the articles are filed, but the agreement may be written, oral, or implied and the statute sets no fixed adoption deadline or formation-invalidity consequence. Unless the agreement changes them, management and voting track current profit interests, economics track received and unreturned contribution value, later admission and governance transfers generally require all-member approval, and the implied covenant remains the principal express contractual floor.

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This is the general rule in Kansas. Ezel applies current Kansas law to your specific facts and answers with citations to the statutes.

Governing law and document nameKansas Revised Limited Liability Company Act; 'operating agreement' (K.S.A. §§ 17-7662, 17-7663(m))
Required or optionalThe Act says an agreement 'shall' exist, but it may be implied and may arise before, at, or after filing; no fixed deadline or stated formation-invalidity consequence (K.S.A. §§ 17-7663(m), 17-7673(b)-(c))
Permitted form and signaturesWritten, oral, or implied; not subject to a statute of frauds. No general agreement-level signature, witness, acknowledgment, or notary formality (K.S.A. § 17-7663(m))
Adoption timing and effectMay be entered into or otherwise exist before, at, or after articles filing and may be effective at filing or another reflected time or date (K.S.A. § 17-7673(c))
Single member and assentSole-member agreement enforceable; members, managers, assignees, and the LLC are bound without executing it. Written terms may admit a person through stated conduct without signature (K.S.A. § 17-7663(m))
Management and authority defaultsMember-managed in proportion to current profit interests; more than 50% controls. Manager-management exists only to the agreement's stated extent; § 17-7693 states no separate ordinary-/outside-course authority split (K.S.A. § 17-7693)
Voting, economic, and transfer defaultsProfit-interest voting; profits, losses, and distributions by received, unreturned contribution value; later nonassignee admission and assignee governance generally need all members; assignment alone transfers economics, not member powers (K.S.A. §§ 17-7686(b), 17-7687(e), 17-7693, 17-76,101-.102, 17-76,112, 17-76,114)
Nonwaivable rules and dutiesMaximum freedom of contract: duties and liability may be expanded, restricted, or eliminated, but not the implied covenant or liability for a bad-faith covenant violation. Information rights may be restricted only through § 17-7690(g)'s routes; statutory court remedies remain stated (K.S.A. §§ 17-7672, 17-7690(g), 17-76,117, 17-76,134)
Amendment, filing, and recordsFollow the agreement's amendment method and outsider approvals; absent a method, unanimity applies only to LLCs originally filed on/after July 1, 2014. Agreement is not the required articles filing; qualifying members may obtain a written copy, and the LLC must maintain current member/manager addresses (K.S.A. §§ 17-7673(a), 17-7687(f)-(g), 17-7690(a), (d), (g)-(h))

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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

Source links

Every statute quoted above, linked, with the date we checked it.

K.S.A. § 17-7662 · accessed 2026-07-26
K.S.A. § 17-7663(m) · accessed 2026-07-26
K.S.A. § 17-7663(m) · accessed 2026-07-26
K.S.A. § 17-7673(b)-(c) · accessed 2026-07-26
K.S.A. § 17-7686(b)(1) · accessed 2026-07-26
K.S.A. § 17-7686(c) · accessed 2026-07-26
K.S.A. § 17-7687(a) · accessed 2026-07-26
K.S.A. § 17-7687(b) · accessed 2026-07-26
K.S.A. § 17-7687(e) · accessed 2026-07-26
K.S.A. § 17-7687(f)-(g) · accessed 2026-07-26
K.S.A. § 17-7690(a)(4) · accessed 2026-07-26
K.S.A. § 17-7690(d) · accessed 2026-07-26
K.S.A. § 17-7690(g) · accessed 2026-07-26
K.S.A. § 17-7690(h) · accessed 2026-07-26
K.S.A. § 17-7693 · accessed 2026-07-26
K.S.A. § 17-76,101 · accessed 2026-07-26
K.S.A. § 17-76,102 · accessed 2026-07-26
K.S.A. § 17-76,112(a)-(b) · accessed 2026-07-26
K.S.A. § 17-76,114(a) · accessed 2026-07-26
K.S.A. § 17-76,134(b)-(e) · accessed 2026-07-26
K.S.A. § 17-7672(a) · accessed 2026-07-26
K.S.A. § 17-76,117(b) · accessed 2026-07-26
This page is general legal information about state-law operating-agreement rules for an ordinary domestic limited liability company, not legal advice or a substitute for an agreement tailored to a particular company's owners, assets, financing, tax treatment, licenses, or disputes. A state may permit an oral, implied, or unsigned operating agreement while a separate law still requires a particular promise or transaction to be signed, recorded, approved, or disclosed. The statutory defaults apply when a valid agreement does not replace them, and some duties and remedies cannot be waived. Foreign LLCs, professional LLCs, series structures, and regulated businesses may face additional rules. Verified against the official statute text on the date shown; confirm current law and obtain licensed legal advice before relying on it for a particular company or transaction.

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