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Kansas does not require LLCs to have operating agreements, but it is highly advisable to have one. An operating agreement will help protect your limited liability status, prevent financial and managerial misunderstandings, and ensure that you decide on the rules governing your business instead of state law by default.
A Kansas LLC operating agreement is a legal document that may be utilized by companies of all sizes, to establish businesses, member relationships (multi-member entities), standard operating procedures, company policies, and many other aspects of a business.
Indemnification is a key protection for officers, directors and key employees, and the scope of an LLC's or corporation's indemnity provisions demands close attention. In an LLC, indemnification is completely discretionary and the scope of indemnification, if any, can be defined in the LLC's Operating Agreement.
Many LLC Acts have a provision dealing with indemnification. Some have a general statement that an LLC must indemnify members or managers for liabilities they incurred in the ordinary course of the business of the company.
The eponymous characteristic of the limited liability company (LLC) is that the LLC, as a separate legal entity, is liable for its obligations to others and that no other person, whether as owner or agent, is vicariously liable for those same obligations.
All LLC's should have an operating agreement, a document that describes the operations of the LLC and sets forth the agreements between the members (owners) of the business. An operating agreement is similar to the bylaws that guide a corporation's board of directors and a partnership agreement.
For investment companies like mutual funds, corporate indemnification of a director is not permitted under Section 17(h) of the Investment Company Act of 1940 (1940 Act) for willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his sic officeso called
Under all LLC statutes, the general rule is that the members of the LLC are not personally liable for obligations of the LLC, subject to such exceptions as personal guarantees or piercing of the organizational veil.
The main reason people form LLCs is to avoid personal liability for the debts of a business they own or are involved in. By forming an LLC, only the LLC is liable for the debts and liabilities incurred by the businessnot the owners or managers.
Members. State laws generally permit LLC members to bind LLCs to legal contracts. Members may choose to actively manage their LLCs, performing all tasks necessary for business operations.