Kansas bill updates LLC statutes, adds series-LLC language and a fee flexibility request for secretary of state

House Bill 23—1, debated at a Senate Judiciary Committee hearing, would amend multiple Kansas business entity statutes including the Kansas Revised Limited Liability Company Act, the Business Entity Transactions Act and the Business Entity Standard Treatment Act to modernize statutory language, add clarifications about series limited liability companies and update provisions on electronic transmissions, mergers, divisions, indemnification and registered agents.

Clay Barker, Deputy Secretary of State and General Counsel, testified for the Secretary of State's Office and said the office supports the general LLC modernization package but asked for a single specific change: authority to reduce the $150 statutory filing fee for LLC formation by regulation (that is, keep a $150 statutory ceiling but allow a lower fee by regulation). Barker said about 29,000 LLCs form in Kansas each year and that formation fees go to the state general fund. "We would simply like the ability to reduce that by regulation," Barker told the committee.

Representatives of the Kansas Chamber and the Kansas Bar Association's study committee spoke in favor. Eric Stafford of the Kansas Chamber described series LLCs with a condo analogy ("each unit is an actual LLC underneath the main entity") and said the House committee amendment addressing series provisions helped secure the Chamber's support. William Quick, chair of the Kansas Bar Association study committee, and Bill Matthews, a private practitioner on the study committee, described the bill as an omnibus modernization that largely follows Delaware precedent and updates cross-references across Kansas statutes. Quick said Kansas historically follows Delaware business law and that staying aligned provides benefits from Delaware case law and statutory updates.

Matthews and Quick noted the bill includes several substantive updates: defined terms for "document" and "electronic transmission," clarified series LLC provisions (Kansas follows a "registered series" model), explicit ratification rules for void or voidable actions, conforming changes to mandatory indemnification, clarified records-access language, clarified merger and division timing and mechanics, public-benefit LLC language, and updates for registered agents. Matthews also noted the House Judiciary amendment included some series provisions requested by the Kansas Chamber that deviate from Delaware law; the Bar Association's committee opposed those particular deviations but otherwise supported the bill.

Senators questioned the fiscal implications of permitting the secretary of state to lower filing fees and asked whether other states treat electronic transmissions as delivered when sent even if not opened by the recipient. Barker said his office recently upgraded online systems and is preparing regulations that could reduce some fees; he explained the fiscal note was left blank because the office has not set a revised fee amount. Bill Matthews said the electronic-delivery provisions are copied from Delaware and mirror similar changes made to the Kansas General Corporation Code in recent sessions.

Clay Barker also provided context on current series usage in Kansas: "in Kansas, as of a week ago, there were 170,000 Kansas LLCs. Only 329 have actually had series." He said series remain a small subset of LLC filings in the state.

No committee vote on House Bill 23—1 was recorded in the hearing excerpt; proponents presented detailed testimony and senators asked technical questions. The bill would require further committee action to advance.