A Kansas LLC operating agreement is the agreement that sets out an LLC's affairs and how its business is run. Under Kan. Stat. Ann. § 17-7663, the state LLC law, it can be written, oral, or implied, and a single member LLC can have one.[1] You can fill out our free single member LLC template online or download it as a PDF.
Last Updated: October 2026. This guide is reviewed and updated regularly to reflect current Kansas law. If you notice an error or outdated information, please contact us.
Use the builder above to fill in the Kansas form online. You can also download the PDF, Word, or OpenDocument file, complete it by hand, and sign it.
Kansas LLC Laws and Definition
Kansas LLC law defines an operating agreement in Section 17-7663. It is any agreement of the owners about the affairs of a limited liability company and the conduct of its business. The name does not matter, so an LLC agreement and an operating agreement are the same thing.[1]
The state statute sets four more rules for that agreement.
- Form. The agreement can be written, oral, or implied.[1]
- One owner. A single member LLC can have an operating agreement. The statute says the agreement is not unenforceable because only one person is a party to it.[1]
- Several documents. A written agreement may consist of one or more agreements, instruments, or other writings. It may include or incorporate schedules, supplements, or other writings about how the LLC is run.[1]
- Statute of frauds. The agreement is not subject to any statute of frauds, including K.S.A. 33-106.[1]
Our form is a single member template. If your LLC has more than one owner, use our multi-member template instead.
Who Is Bound by a Kansas Operating Agreement
An LLC is bound by its operating agreement whether or not the LLC signs it. A member, a manager, or an assignee of an LLC interest is bound the same way, whether or not that person signs. The statute also says an LLC is not required to sign its own agreement, so signing is not a legal requirement for the LLC itself.[1]
In practice, a signed written document is easier to prove than an oral or implied one. That is one reason to put the terms in writing and have every owner add a signature.
Members, Assignees, and Outside Parties
A written Kansas agreement, or another writing, can set the terms for admitting a person as a member or as an assignee of an LLC interest. It can also give rights to a person who is not a party to it, to the extent it says so.[1]
An assignee is a person who receives an LLC interest, or some of an owner's rights or powers, by assignment. The statute lists more than one way to admit a person. One way is a signature:
- The person signs the agreement or another writing that shows the intent to become a member or assignee.
- Or a representative the person authorized signs it. The person can authorize the representative orally, in writing, or by other action, such as paying for an LLC interest.[1]
Our free Kansas template is a single member form for a manager-managed LLC. It has 15 pages, 31 numbered sections, and three schedules. The list below shows what the main sections cover, so you can see what the document does before you fill it in.
- LLC details: the name, the principal business office, and the registered agent (Sections 1 to 3).
- The Member, and the purpose of the LLC (Sections 4 and 6).
- Certificates and powers (Sections 5 and 7).
- Management: one or more Managers, plus optional Officers (Sections 8 and 9).
- Money: capital contributions, profits and losses allocated to the Member, and distributions (Sections 11 to 14).
- Fiscal year, books, and records (Section 15).
- Limited liability, exculpation, and indemnification, which deal with the liability of the Member and Managers (Sections 10 and 17).
- Assignment, resignation, admission of additional members, and dissolution (Sections 18 to 21).
- Waiver of partition and no third-party rights (Sections 22 and 23).
- Standard terms: severability, entire agreement, governing law, counterparts, and notices (Sections 24 to 26, 28, and 29). Section 26 uses the law of the State you enter in the form.
- Amendments, effectiveness, and disregarded entity status for federal tax (Sections 27, 30, and 31).
Key Terms in Our Kansas Template
This section describes what our template itself says, not what Kansas law requires. The wording comes straight from the form, so read the full text before you sign. The terms below are the ones most single member LLC owners look for first.
- Capital. The Member has contributed the items listed on Schedule C. The Member does not have to add more capital, but may do so at any time (Sections 11 and 12).
- Profits and losses. All profits and losses are allocated to the Member (Section 13).
- Distributions. The Board decides when and how much to distribute. The LLC cannot make a distribution that would violate the law (Section 14).
- Books and records. The Member can examine the books at any time during normal business hours. The Member also chooses the method of accounting (Section 15).
- Other business. The Member may run other business ventures, even competing ones, and the LLC has no claim to them (Section 16).
- Transfers. The Member may not assign, pledge, or hypothecate the LLC interest (Section 18). Another person can be admitted as a member only with the written consent of the Member (Section 20).
- Dissolution. The LLC dissolves when the last remaining member stops being a member, unless it is continued as the form allows. A personal representative has 90 days to agree in writing to continue it (Section 21).
- Amendments. Changes need a written document signed by the Member and seven days of written notice to each Manager (Section 27).
- Disregarded entity. The template says the LLC is meant to be treated as a disregarded entity for federal tax purposes (Section 31).
Sections 22 and 23 say the Member waives any right to partition the assets of the LLC. They also say creditors cannot enforce the template, except for Covered Persons.
Fill in the template with the builder above, or download the PDF and complete it with the PDF editor or by hand. Work through the parts below in the order they appear on the form. Each step names the part of the form and says what goes in it.
- Preamble. Enter the LLC name, the state of formation, and the date. Then add the Member's name, the date the Articles of Organization were filed, and the LLC statute reference where each bracketed prompt asks. The form prints the year 2021 in the date line, so check it.
- Sections 1 to 3. Repeat the LLC name in Section 1. Write the principal business office address in Section 2. Enter the registered agent's name and address in Section 3.
- Section 6, Purposes. Select one box. Either describe the LLC's business in the blank or select All matters permitted by applicable law.
- Section 8, Managers. Enter the initial number of Managers in Section 8(a). The Managers' names go on Schedule B.
- Section 8(g), Compensation of Managers. Select one box. Managers may be paid expenses for attending meetings, or there is no compensation or expense reimbursement. The choices run onto page 4.
- Section 9, Officers. Select whether the LLC has no Officers or has Officers. If you choose Officers, write each Officer's role where the form asks.
- Section 15, Fiscal Year. Enter the date the fiscal year starts and the date it ends.
- Section 30, Effectiveness. Enter the day the entity was formed, which is when the Articles of Organization were filed.
- Signature block. Sign on the By line as the Member, then print the name and title below the signature. Sign only after every blank above is filled in. The form has no notary or witness lines.
- Schedule A, Definitions. Enter the date the entity was formed in the Articles of Organization definition. Leave the other definitions as printed.
- Schedule B, Member, Managers and Officers. Enter the Member's name and address, for example Anna Baker. Then list the initial Managers and, if Section 9 has Officers, the initial Officers.
- Schedule C, Initial capital contribution. Describe what the Member contributed to the LLC on the Insert Description line.
Our LLC operating agreement templates for other states work the same way.
The registered agent you name in Section 3 is what Kansas law calls a resident agent. Under K.S.A. 17-7925, your LLC must keep one in Kansas, and it may be the LLC itself, an individual resident in Kansas, or a domestic or foreign corporation, LLC, partnership or business trust.[2]
Frequently Asked Questions
These answers come from the Kansas state LLC statute and cite the section behind each rule. They describe what the statute provides, not the legal requirements for your own LLC. For legal advice about your LLC, ask a Kansas attorney.
Does Kansas require an operating agreement for LLC?
The Kansas statute says an LLC is not required to execute, which means sign, its operating agreement. It also says the LLC is bound by its operating agreement whether or not it signs.[1] A written agreement, such as our template, records the terms in one place.
Are operating agreements required for Kansas LLCs?
The Kansas statute treats signing this way:
- The LLC is not required to sign its operating agreement.
- A member, a manager, or an assignee is bound by the agreement whether or not that person signs it.
- Written, oral, and implied agreements all count as operating agreements.[1]
Can an LLC operate without an operating agreement?
The Kansas statute says an LLC is not required to execute its operating agreement. It also counts an oral or implied agreement of the members as an operating agreement, so an LLC can have one that was never written down.[1] A written agreement lets the owners check the terms instead of relying on memory.
Is there a difference between an LLC agreement and an operating agreement?
Not under the Kansas statute. It defines an operating agreement as any agreement of the member or members about the LLC's affairs and the conduct of its business, whether it is called an operating agreement, a limited liability company agreement, or something else.[1]
General information, not legal or tax advice.
Sources
- Kan. Stat. Ann. § 17-7663.
- Kan. Stat. Ann. § 17-7925.
Published: Aug 23, 2022
With over 25 years of experience as a business and transactional attorney, Jennifer has mastered the craft of closing highly successful deals for her clients. Through her wide-ranging expertise in commercial contracts, real estate transactions, M&A and corporate law, Jennifer secures results that are second-to-none.
