Ch. 55             1997 Session Laws of Kansas             163

Be it enacted by the Legislature of the State of Kansas:

Section 1. K.S.A. 17-7616 is hereby amended to read as follows:
17-7616. (a) (1) A member shall not receive out of limited liability com-
pany property any part of the member's contribution to capital until:

(1) (A) All liabilities of the limited liability company, except liabilities
to members on account of their contributions to capital, have been paid
or sufficient property of the company remains to pay them; and

(2) (B) the consent of all members is obtained, unless the return of
the contribution to capital may be rightfully demanded as provided in the
Kansas limited liability company act.

(b) (2) Subject to the provisions of subsection (a), a member may
rightfully demand the return of the member's contribution:

(1) (A) On the dissolution of the limited liability company;

(2) (B) when the date an event specified in the articles of organization
for the return of the contribution has arrived; or

(3) (C) after the member has given all other members of the limited
liability company six months' prior notice in writing, if no time is specified
in the articles of organization for the dissolution of the limited liability
company.

(c) (3) In the absence of a statement in the articles of organization to
the contrary or the consent of all members of the limited liability com-
pany, a member, irrespective of the nature of the member's contribution,
has only the right to demand and receive cash in return for the member's
contribution to capital.

(d) (4) A member of a limited liability company may have the limited
liability company dissolved and its affairs wound up when:

(1) (A) The member rightfully but unsuccessfully has demanded the
return of the member's contribution; or

(2) (B) the other liabilities of the limited liability company have not
been paid or the limited liability company property is insufficient for their
payment, and the member otherwise would be entitled to the return of
the member's contribution.

(5) The provisions of this subsection shall apply to limited liability
companies formed on or before June 30, 1997.

(b) (1) A member shall not receive out of limited liability company
property any part of the member's contribution to capital until:

(A) All liabilities of the limited liability company, except liabilities to
members on account of their contributions to capital, have been paid or
sufficient property of the company remains to pay them; and

(B) the consent of all members is obtained, unless the return of the

164             1997 Session Laws of Kansas             Ch. 55

contribution to capital may be rightfully demanded as provided in the
Kansas limited liability company act.

(2) Subject to the provisions of subsection (a), a member may right-
fully demand the return of the member's contribution:

(A) On the dissolution of the limited liability company; or

(B) when the date an event specified in the articles of organization
for the return of the contribution has arrived.

(3) In the absence of a statement in the articles of organization to the
contrary or the consent of all members of the limited liability company,
a member, irrespective of the nature of the member's contribution, has
only the right to demand and receive cash in return for the member's
contribution to capital.

(4) A member of a limited liability company may have the limited
liability company dissolved and its affairs wound up when:

(A) The member rightfully but unsuccessfully has demanded the re-
turn of the member's contribution; or

(B) the other liabilities of the limited liability company have not been
paid or the limited liability company property is insufficient for their
payment, and the member otherwise would be entitled to the return of
the member's contribution.

(5) The provisions of this subsection shall apply to limited liability
companies formed on or after July 1, 1997.

Sec. 2. K.S.A. 56-1a353 is hereby amended to read as follows: 56-
1a353. (a) (1) A limited partner may withdraw from a limited partnership
at the time or upon the happening of events specified in writing in the
partnership agreement and in accordance with the partnership agree-
ment. If the agreement does not specify in writing the time or the events
upon the happening of which a limited partner may withdraw or a definite
time for the dissolution and winding up of the affairs of the limited part-
nership, a limited partner may withdraw upon not less than six-months'
prior written notice to each general partner at the general partner's ad-
dress set forth in the certificate of limited partnership filed in the office
of the secretary of state.

(2) The provisions of this subsection shall apply to limited partner-
ships formed on or before June 30, 1997.

(b) (1) A limited partner may withdraw from a limited partnership
at the time or upon the happening of events specified in writing in the
partnership agreement and in accordance with the partnership agree-
ment. If the agreement does not specify in writing the time or the events
upon the happening of which a limited partner may withdraw, the limited
partner shall have no right to withdraw.

(2) The provisions of this subsection shall apply to limited partner-
ships formed on or after July 1, 1997.

Sec. 3. K.S.A. 17-7616 and 56-1a353 are hereby repealed.

Ch. 55             1997 Session Laws of Kansas             165

Sec. 4. This act shall take effect and be in force from and after its
publication in the statute book.

Approved April 4, 1997.