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 9  AN ACT concerning business entities; relating to limited liability com-
10    panies and limited partnerships; amending K.S.A. 17-7616 and 56-
11    1a353 and repealing the existing sections.
12
13  Be it enacted by the Legislature of the State of Kansas:
14    Section 1.  K.S.A. 17-7616 is hereby amended to read as follows: 17-
15  7616. (a) (1) A member shall not receive out of limited liability company
16  property any part of the member's contribution to capital until:
17    (1) (A)  All liabilities of the limited liability company, except liabilities
18  to members on account of their contributions to capital, have been paid
19  or sufficient property of the company remains to pay them; and
20    (2) (B)  the consent of all members is obtained, unless the return of
21  the contribution to capital may be rightfully demanded as provided in the
22  Kansas limited liability company act.
23    (b) (2)  Subject to the provisions of subsection (a), a member may
24  rightfully demand the return of the member's contribution:
25    (1) (A)  On the dissolution of the limited liability company;
26    (2) (B)  when the date an event specified in the articles of organization
27  for the return of the contribution has arrived; or
28    (3) (C)  after the member has given all other members of the limited
29  liability company six months' prior notice in writing, if no time is specified
30  in the articles of organization for the dissolution of the limited liability
31  company.
32    (c) (3)  In the absence of a statement in the articles of organization to
33  the contrary or the consent of all members of the limited liability com-
34  pany, a member, irrespective of the nature of the member's contribution,
35  has only the right to demand and receive cash in return for the member's
36  contribution to capital.
37    (d) (4)  A member of a limited liability company may have the limited
38  liability company dissolved and its affairs wound up when:
39    (1) (A)  The member rightfully but unsuccessfully has demanded the
40  return of the member's contribution; or
41    (2) (B)  the other liabilities of the limited liability company have not
42  been paid or the limited liability company property is insufficient for their
43  payment, and the member otherwise would be entitled to the return of
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 1  the member's contribution.
 2    (5)  The provisions of this subsection shall apply to limited liability
 3  companies formed on or before June 30, 1997.
 4    (b) (1)  A member shall not receive out of limited liability company
 5  property any part of the member's contribution to capital until:
 6    (A)  All liabilities of the limited liability company, except liabilities to
 7  members on account of their contributions to capital, have been paid or
 8  sufficient property of the company remains to pay them; and
 9    (B)  the consent of all members is obtained, unless the return of the
10  contribution to capital may be rightfully demanded as provided in the
11  Kansas limited liability company act.
12    (2)  Subject to the provisions of subsection (a), a member may right-
13  fully demand the return of the member's contribution:
14    (A)  On the dissolution of the limited liability company; or
15    (B)  when the date an event specified in the articles of organization
16  for the return of the contribution has arrived.
17    (3)  In the absence of a statement in the articles of organization to the
18  contrary or the consent of all members of the limited liability company,
19  a member, irrespective of the nature of the member's contribution, has
20  only the right to demand and receive cash in return for the member's
21  contribution to capital.
22    (4)  A member of a limited liability company may have the limited
23  liability company dissolved and its affairs wound up when:
24    (A)  The member rightfully but unsuccessfully has demanded the re-
25  turn of the member's contribution; or
26    (B)  the other liabilities of the limited liability company have not been
27  paid or the limited liability company property is insufficient for their
28  payment, and the member otherwise would be entitled to the return of
29  the member's contribution.
30    (5)  The provisions of this subsection shall apply to limited liability
31  companies formed on or after July 1, 1997.
32    Sec. 2.  K.S.A. 56-1a353 is hereby amended to read as follows: 56-
33  1a353. (a) (1) A limited partner may withdraw from a limited partnership
34  at the time or upon the happening of events specified in writing in the
35  partnership agreement and in accordance with the partnership agree-
36  ment. If the agreement does not specify in writing the time or the events
37  upon the happening of which a limited partner may withdraw or a definite
38  time for the dissolution and winding up of the affairs of the limited part-
39  nership, a limited partner may withdraw upon not less than six-months'
40  prior written notice to each general partner at the general partner's ad-
41  dress set forth in the certificate of limited partnership filed in the office
42  of the secretary of state.
43    (2)  The provisions of this subsection shall apply to limited partner-
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 1  ships formed on or before June 30, 1997.
 2    (b) (1)  A limited partner may withdraw from a limited partnership
 3  at the time or upon the happening of events specified in writing in the
 4  partnership agreement and in accordance with the partnership agree-
 5  ment. If the agreement does not specify in writing the time or the events
 6  upon the happening of which a limited partner may withdraw, the limited
 7  partner shall have no right to withdraw.
 8    (2)  The provisions of this subsection shall apply to limited partner-
 9  ships formed on or after July 1, 1997.
10    Sec. 3.  K.S.A. 17-7616 and 56-1a353 are hereby repealed.
11    Sec. 4.  This act shall take effect and be in force from and after its
12  publication in the statute book.