Kansas is unusual because its LLC statute says an operating agreement must be entered into or otherwise exist, but the agreement may be written, oral, or implied. Putting those terms in writing gives the members a clear record of rules Kansas otherwise leaves to statute, including management, voting, amendments, transfers, and member exits.
Choose the version that matches your Kansas LLC structure.
Is an Operating Agreement Required for a Kansas LLC?
Yes, but Kansas’s rule is broader than a written-document requirement. K.S.A. § 17-7673(c) says an operating agreement must be entered into or otherwise exist, while § 17-7663 permits it to be written, oral, or implied. The agreement itself is not filed with the state, and Kansas law does not require notarization.
The formation document is the Articles of Organization, which is filed separately. New LLCs can file the Articles of Organization online with the Kansas Secretary of State.
Kansas Operating Agreement Definition
“Operating agreement” means any agreement, whether referred to as an operating agreement, limited liability company agreement or otherwise, written, oral, or implied, of the member or members concerning the affairs of the LLC and the conduct of its business.
Kansas goes considerably further than that short definition. A member, manager, or assignee can be bound by the operating agreement even without executing it, and the LLC itself does not have to sign the agreement to be bound. The statute also expressly recognizes a one-member operating agreement.
Kansas does not limit an operating agreement to a signed document. An agreement can arise from written terms, oral terms, or the members’ implied arrangement.
Members, managers, assignees, and the LLC itself may be bound even when they did not execute the agreement. That makes clear written terms especially useful when ownership or management changes. § 17-7663(m)
Under § 17-76,134(b)–(c), Kansas directs courts to give maximum effect to freedom of contract. An operating agreement can expand, restrict, or eliminate many duties, including fiduciary duties, although it cannot eliminate the implied contractual covenant of good faith and fair dealing.
Kansas Default LLC Rules When the Agreement Is Silent
Kansas gives the operating agreement broad control. When it does not address an issue, these statutory defaults can determine how the LLC operates.
Members manage according to their current interests in LLC profits. Members holding more than 50% of those profit interests control the decision.
§ 17-7693If the agreement does not set the split, profits and losses follow the agreed value of each member’s contributions actually received and not returned.
§ 17-76,101If the agreement gives no admission procedure, adding a new member who is not an assignee requires consent of all existing members.
§ 17-7686For LLCs whose original Articles of Organization were filed on or after July 1, 2014, an agreement with no amendment procedure generally requires approval or consent of every member.
§ 17-7687For LLCs governed by the post-June 30, 2014 rule, a member cannot resign before dissolution and winding up unless the operating agreement allows it.
§ 17-76,106An assignee receives the assigned economic rights but does not automatically become a member or receive management rights. Without a different agreement rule, participation requires approval of all members.
§ 17-76,112Kansas-specific note:
Kansas also permits series LLCs. An LLC intending to create protected series needs the required series provisions and state filings, so owners using that structure should use the Kansas Secretary of State’s series LLC filing form rather than treating a standard LLC agreement as sufficient.
