Kansas · Operating agreement
Kansas LLC operating agreement
What Kansas's LLC act says about operating agreements, what applies without one, and a free template to build yours.
Build my Kansas operating agreementWhat Kansas’s LLC act says
Kansas defines the "operating agreement" in its definitions section, 17-7663, as any agreement of the members about the company's affairs and the conduct of its business. 1
Kansas lets an operating agreement be written, oral or implied. The act also says an operating agreement is not subject to any statute of frauds. 1
What Kansas’s act does not let an agreement change:
- Cannot eliminate the implied covenant of good faith and fair dealing 4
- Cannot limit liability for a bad faith violation of that covenant 4
One-member company. Kansas says an operating agreement of a one-member company is not unenforceable just because only one person is a party to it. 1
Not confirmed for Kansas from an official source: whether a Kansas agreement is filed with the state.
What happens with no agreement
Unless an agreement says otherwise, Kansas vests management in the members in proportion to their profit interests, and members owning more than 50% of those interests decide. 2
If the agreement is silent, Kansas allocates profits and losses by the agreed value of each member's contributions that the company has received and not returned. Distributions follow the same basis. 3
What the template covers in Kansas
- Company Details. The company's name, state, effective date and principal office.
- Members & Management. Who the members are, whether there is one or several, and who runs the company.
- Capital & Distributions. What each member puts in and how profit is paid out.
- Taxes. The federal tax treatment the company reports under.
- Transfers & Buyout. What happens when a member sells, leaves or is bought out.
- Governance & Legal Terms. How votes, outside work, confidentiality and disputes are handled.
- Succession. Who takes over a single-member company if its member cannot act.
- Notarization. An optional notary acknowledgment page.
Kansas’s default management and profit rules are in the sections above. In the template you pick member-managed or manager-managed, and ownership share or equal shares for profit.
You also choose single-member or multi-member. The text is built in the Document Builder, not printed here.
Where it fits when you form a Kansas LLC
You form a Kansas LLC by filing with Kansas’s Secretary of State.
The Kansas biennial information report is due every two years, by April 15. 5
Search the Kansas business records at the Secretary of State before you file: Kansas entity search.
The operating agreement for a Kansas LLC is separate from the Kansas formation filing.
Common questions
Is an operating agreement required for an LLC in Kansas?
Kansas's LLC act does not tell an LLC to adopt an operating agreement. It defines the agreement as any understanding of the members about the company's affairs, and the act's management rule applies unless an agreement says otherwise. 1
Is there a Kansas LLC operating agreement template?
Yes, free in the Document Builder. PDF and Word downloads need a free account.
Can a single-member Kansas LLC have an operating agreement?
Kansas says an operating agreement of a one-member company is not unenforceable just because only one person is a party to it. 1
Does a Kansas operating agreement need to be notarized?
None of the Kansas rules quoted on this page asks for a notary. The template adds an optional notary page.
Where do I keep a Kansas operating agreement, and is it filed?
We could not confirm from an official Kansas source whether the agreement is filed with the state.
Also in Kansas
Sources 5 links, checked Oct 4, 2026 to Nov 13, 2026
- Kansas LLC act, section 17-7663 ksrevisor.org, checked Nov 13, 2026
‘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 as to the affairs of a limited liability company and the conduct of its business.
- Kansas LLC act, section 17-7693 ksrevisor.org, checked Nov 13, 2026
Unless otherwise provided in an operating agreement, the management of a limited liability company shall be vested in its members in proportion to the then current percentage or other interest of members in the profits
- Kansas LLC act, section 17-76,101 ksrevisor.org, checked Nov 13, 2026
If the operating agreement does not so provide, profits and losses shall be allocated on the basis of the agreed value (as stated in the records of the limited liability company) of the contributions made by each member
- Kansas LLC act, section 17-76,134 ksrevisor.org, checked Nov 13, 2026
may be expanded or restricted or eliminated by provisions in the operating agreement, except that the operating agreement may not eliminate the implied contractual covenant of good faith and fair dealing.
- Kansas biennial information report sos.ks.gov, checked Oct 4, 2026
Each source shows the date it was checked. The newest check is Nov 13, 2026.
This page explains Kansas’s rules. It is not legal or tax advice.
Ready to file? Start your Kansas LLC.