A Kansas LLC Operating Agreement for S Corp is a legal document that outlines the internal workings and structure of a limited liability company (LLC) operating as an S Corporation in the state of Kansas. The agreement is crucial for establishing the rights and responsibilities of the LLC's members, including how the business will be managed, how profits and losses will be allocated, and what happens in various situations, such as member withdrawal or dissolution of the company. In Kansas, there are different types of LLC Operating Agreements available for S Corporations, including: 1. Single-Member Operating Agreement: This type of agreement is used when there is only one member or owner of the LLC. It outlines the member's rights and responsibilities, as well as how the LLC will be managed and what happens in case of dissolution or member withdrawal. 2. Multi-Member Operating Agreement: As the name suggests, this agreement is designed for LCS with multiple members. It details the ownership percentages, capital contributions of each member, and how profits and losses will be distributed among them. The agreement may also include provisions regarding decision-making processes, member voting rights, and restrictions on member transfers. 3. Voting Agreement: Some LCS may choose to have a separate voting agreement in addition to their operating agreement. This document specifies the voting rights and procedures for major decisions of the LLC, such as entering into significant contracts, selling assets, or making changes to the operating agreement itself. An LLC Operating Agreement for S Corp typically covers various key areas, including: 1. Organization: This section outlines the name of the LLC, its principal place of business, formation date, and the purpose for which it is formed. 2. Members: It identifies the names and addresses of all members, their respective ownership interests, and capital contributions to the LLC. The agreement might also include provisions related to admitting new members, member withdrawal, and buyout or transfer of member interests. 3. Management and Decision-Making: This part defines how the LLC will be managed, whether by its members or by appointed managers. It may specify voting rights, decision-making procedures, and the appointment and removal of managers. In S Corporations, managing members or managers usually make decisions on behalf of the company. 4. Profits, Losses, and Distributions: The agreement determines how profits and losses will be allocated among members based on their ownership interests. It also describes the distribution of any profits to the members, including any restrictions or requirements. 5. Dissolution and Termination: In the event of the LLC's dissolution, this section outlines the procedures for winding up its affairs, liquidating assets, and distributing remaining funds to members. It is important to note that while an LLC Operating Agreement for S Corp is not required by Kansas law, having one in place is highly recommended as it establishes clear guidelines for the functioning of the business and helps prevent misunderstandings or disputes among members. Seeking legal counsel is advisable when drafting or reviewing an LLC Operating Agreement to ensure compliance with applicable state laws and the specific needs of the business.