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17-76,146. Reinstatement of canceled or forfeited articles of organization or authority to do business. (a) A domestic limited liability company whose articles of organization or a foreign limited liability company whose authority to do business has been canceled or forfeited pursuant to K.S.A. 17-7926(b), 17-7929(b) or 17-7934(f), and amendments thereto, or whose articles of organization or authority to do business has been forfeited pursuant to K.S.A. 17-76,139(g), and amendments thereto, may be reinstated by filing with the secretary of state a certificate of reinstatement of limited liability company accompanied by the payment of the fee required by K.S.A. 17-76,136(d), and amendments thereto, and payment of the business entity information report fees due under K.S.A. 17-76,139(c), and amendments thereto, for all past due reports for the immediately preceding 10 years, and payment to the secretary of state an amount equal to all fees and any penalties due. The certificate of reinstatement of limited liability company shall set forth:

(1) The name of the limited liability company at the time its articles of organization or authority to do business was canceled or forfeited and, if such name is not available at the time of reinstatement, the name under which the limited liability company is to be reinstated;

(2) the address of the limited liability company's registered office in the state of Kansas and the name and address of the limited liability company's resident agent in the state of Kansas;

(3) a statement that the certificate of reinstatement of limited liability company is filed by one or more persons authorized to execute and file such certificate of reinstatement to reinstate the limited liability company; and

(4) any other matters the persons executing the certificate of reinstatement of limited liability company determine to include therein.

(b) The certificate of reinstatement of limited liability company shall be deemed to be an amendment to the articles of organization or application for registration of the limited liability company, and the limited liability company shall not be required to take any further action to amend its articles of organization or application for registration under K.S.A. 17-7674 or 17-7935, and amendments thereto, with respect to the matters set forth in such certificate of reinstatement.

(c) Upon the filing of a certificate of reinstatement of limited liability company, a limited liability company, each series thereof whose certificate of designation has been canceled as a result of the cancellation of the articles of organization of the limited liability company pursuant to K.S.A. 17-7926(b), 17-7929(b) or 17-7934(c), and amendments thereto, and each series thereof that has not been terminated and wound up, shall be reinstated with the same force and effect as if the articles of organization or authority to do business of the limited liability company had not been canceled or forfeited pursuant to K.S.A. 17-76,139(g), 17-7926(b), 17-7929(b) or 17-7934(f), and amendments thereto. Such reinstatement shall validate all contracts, acts, matters and things made, done and performed by the limited liability company, any series thereof or by the members, managers, employees and agents of the limited liability company during the time when the articles of organization or authority to do business was canceled or forfeited pursuant to K.S.A. 17-76,139(g), 17-7926(b), 17-7929(b) or 17-7934(f), and amendments thereto, with the same force and effect and to all intents and purposes as if the articles of organization or authority to do business of the limited liability company had remained in full force and effect. All real and personal property, and all rights and interests, that belonged to the limited liability company or any series thereof at the time the articles of organization or authority to do business of the limited liability company was canceled or forfeited pursuant to K.S.A. 17-76,139(g), 17-7926(b), 17-7929(b) or 17-7934(f), and amendments thereto, or that were acquired by the limited liability company following the cancellation or forfeiture of its articles of organization or authority to do business pursuant to K.S.A. 17-76,139(g), 17-7926(b), 17-7929(b) or 17-7934(f), and amendments thereto, and that were not disposed of prior to the time of the limited liability company reinstatement, shall be vested in the limited liability company or the applicable series after the reinstatement as fully as they were held by the limited liability company or the applicable series at, and after, as the case may be, the time that the articles of organization or authority to do business of the limited liability company was canceled or forfeited pursuant to K.S.A. 17-76,139(g), 17-7926(b), 17-7929(b) or 17-7934(f), and amendments thereto. After the reinstatement of the limited liability company, the limited liability company and any series thereof shall be as exclusively liable for all contracts, acts, matters and things made, done or performed in the name of and on behalf of the limited liability company or such series by the members, managers, employees and agents prior to the reinstatement as if the articles of organization or authority to do business of the limited liability company had at all times remained in full force and effect.

History: L. 2014, ch. 40, § 65; L. 2015, ch. 65, § 12; L. 2019, ch. 47, § 41; L. 2021, ch. 61, § 24; L. 2025, ch. 95, § 19; July 1.