(a) "Business" includes every trade, occupation, and profession.
(b) "Debtor in bankruptcy" means a person who is the subject of:
(1) An order for relief under title 11 of the United States code or a comparable order under a successor statute of general application; or
(2) a comparable order under federal, state, or foreign law governing insolvency.
(c) "Distribution" means a transfer of money or other property from a partnership to a partner in the partner's capacity as a partner or to the partner's transferee.
(d) "Foreign limited liability partnership" means a partnership that:
(1) Is formed under laws other than the laws of this state; and
(2) has the status of a limited liability partnership under those laws.
(e) "Limited liability partnership" means a partnership that has filed a statement of qualification under K.S.A. 56a-1001 and does not have a similar statement in effect in any other jurisdiction.
(f) "Partnership" means an association of two or more persons to carry on as co-owners a business for profit formed under K.S.A. 56a-202, predecessor law, or comparable law of another jurisdiction.
(g) "Partnership agreement" means the agreement, whether written, oral, or implied, among the partners concerning the partnership, including amendments to the partnership agreement.
(h) "Partnership at will" means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking.
(i) "Partnership interest" or "partner's interest in the partnership" means all of a partner's interests in the partnership, including the partner's transferable interest and all management and other rights.
(j) "Person" means an individual, corporation, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.
(k) "Property" means all property, real, personal, or mixed, tangible or intangible, or any interest therein.
(l) "State" means a state of the United States, the District of Columbia, the commonwealth of Puerto Rico, or any territory or insular possession subject to the jurisdiction of the United States.
(m) "Statement" means a statement of partnership authority under K.S.A. 56a-303, a statement of denial under K.S.A. 56a-304, a statement of dissociation under K.S.A. 56a-704, a statement of dissolution under K.S.A. 56a-805, a statement of merger under K.S.A. 56a-907, a statement of qualification under K.S.A. 56a-1001, a statement of foreign qualification under K.S.A. 56a-1102 or an amendment or cancellation of any of the foregoing.
(n) "Transfer" includes an assignment, conveyance, lease, mortgage, deed, and encumbrance.
History: L. 1998, ch. 93, § 1; Jan. 1, 1999.
(b) A person has notice of a fact if the person:
(1) Knows of it;
(2) has received a notification of it; or
(3) has reason to know it exists from all of the facts known to the person at the time in question.
(c) A person notifies or gives a notification to another by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person learns of it.
(d) A person receives a notification when the notification:
(1) Comes to the person's attention; or
(2) is duly delivered at the person's place of business or at any other place held out by the person as a place for receiving communications.
(e) Except as otherwise provided in subsection (f), a person other than an individual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to the individual's attention if the person had exercised reasonable diligence. The person exercises reasonable diligence if it maintains reasonable routines for communicating significant information to the individual conducting the transaction and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.
(f) A partner's knowledge, notice, or receipt of a notification of a fact relating to the partnership is effective immediately as knowledge by, notice to, or receipt of a notification by the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.
History: L. 1998, ch. 93, § 2; Jan. 1, 1999.
(b) The partnership agreement may not:
(1) Vary the rights and duties under K.S.A. 56a-105 except to eliminate the duty to provide copies of statements to all of the partners;
(2) unreasonably restrict the right of access to books and records under subsection (b) of K.S.A. 56a-403;
(3) eliminate the duty of loyalty under subsection (b) of K.S.A. 56a-404 or subsection (b)(3) of K.S.A. 56a-603, but:
(i) The partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; or
(ii) all of the partners or a number or percentage specified in the partnership agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;
(4) unreasonably reduce the duty of care under subsection (c) of K.S.A. 56a-404 or subsection (b)(3) of K.S.A. 56a-603;
(5) eliminate the obligation of good faith and fair dealing under subsection (d) of K.S.A. 56a-404, but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;
(6) vary the power to dissociate as a partner under subsection (a) of K.S.A. 56a-602, except to require the notice under subsection (a) of K.S.A. 56a-601 to be in writing;
(7) vary the right of a court to expel a partner in the events specified in subsection (e) of K.S.A. 56a-601;
(8) vary the requirement to wind up the partnership business in cases specified in subsection (d), (e) or (f) of K.S.A. 56a-801;
(9) vary the law applicable to a limited liability partnership under subsection (b) of K.S.A. 56a-106; or
(10) restrict rights of third parties under this act.
History: L. 1998, ch. 93, § 3; Jan. 1, 1999.
(b) If an obligation to pay interest arises under this act and the rate is not specified, the rate is that specified in applicable statute.
History: L. 1998, ch. 93, § 4; Jan. 1, 1999.
(b) A certified copy of a statement that has been filed in the office of the secretary of state and recorded in the office for recording transfers of real property has the effect provided for recorded statements in this act. A recorded statement that is not a certified copy of a statement filed in the office of the secretary of state does not have the effect provided for recorded statements in this act.
(c) A statement filed by a partnership must be executed by at least two partners. Other statements must be executed by a partner or other person authorized by this act. An individual who executes a statement as, or on behalf of, a partner or other person named as a partner in a statement shall personally declare under penalty of perjury that the contents of the statement are accurate.
(d) A person authorized by this act to file a statement may amend or cancel the statement by filing an amendment or cancellation that names the partnership, identifies the statement, and states the substance of the amendment or cancellation.
(e) A person who files a statement pursuant to this section shall promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person does not limit the effectiveness of the statement as to a person not a partner.
(f) The secretary of state may collect a fee for filing or providing a certified copy of a statement. The officer responsible for recording transfers of real property may collect a fee for recording a statement.
(g) The secretary of state shall set by rules and regulations any fees provided by this act.
(h) The secretary of state shall prescribe a telefacsimile fee in addition to any filing fees to cover the costs of the services. The fee must be paid prior to acceptance of a telefacsimile communication under this section. The telefacsimile communication fee shall be deposited into the information and copy fee fund. As used in this section, telefacsimile communication means the use of electronic equipment to send or transfer a document.
(i) Any signature on documents authorized to be filed with the secretary of state under the provisions of this chapter may be a facsimile, a conformed signature or an electronically transmitted signature.
History: L. 1998, ch. 93, § 5; L. 1999, ch. 41, § 15; July 1.
(b) The law of this state governs relations among the partners and between the partners and the partnership and the liability of partners for an obligation of a limited liability partnership.
History: L. 1998, ch. 93, § 6; Jan. 1, 1999.
History: L. 1998, ch. 93, § 7; Jan. 1, 1999.