17-7679a. Document form, signature and delivery.

685 words·~3 min read·/ks/chapter-17/17-7679a

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

(1)Except as provided in subsection (b), without limiting the manner in which any act or transaction may be documented or the manner in which a document may be signed or delivered:

(A)Any act or transaction contemplated or governed by the Kansas revised limited liability company act or the operating agreement may be provided for in a document, and an electronic transmission is the equivalent of a written document.

(B)Whenever the Kansas revised limited liability company act or the operating agreement requires or permits a signature, the signature may be a manual, facsimile, conformed or electronic signature. "Electronic signature" means an electronic symbol or process that is attached to, or logically associated with, a document and executed or adopted by a person with an intent to execute, authenticate or adopt the document. A person may execute a document with such person's signature.

(C)Unless otherwise provided in the operating agreement or agreed between the sender and recipient, an electronic transmission is delivered to a person for purposes of the Kansas revised limited liability company act and the operating agreement when it enters an information processing system that the person has designated for the purpose of receiving electronic transmissions of the type delivered if the electronic transmission is in a form capable of being processed by that system and such person is able to retrieve the electronic transmission. Whether a person has so designated an information processing system is determined by the operating agreement or from the context and surrounding circumstances, including the parties' conduct. An electronic transmission is delivered under this section even if no person is aware of its receipt. Receipt of an electronic acknowledgement from an information processing system establishes that an electronic transmission was received but, by itself, does not establish that the content sent corresponds to the content received.

(2)The Kansas revised limited liability company act shall not prohibit one or more persons from conducting a transaction in accordance with the uniform electronic transactions act, K.S.A. 16-601 et seq., and amendments thereto, if the part or parts of the transaction that are governed by the Kansas revised limited liability company act are documented, signed and delivered in accordance with this subsection or otherwise in accordance with the Kansas revised limited liability company act. This subsection shall apply solely for purposes of determining whether an act or transaction has been documented, and the document has been signed and delivered, in accordance with the Kansas revised limited liability company act and the operating agreement.

(1)Subsection

(a)shall not apply to:

(A)A document filed with or submitted to the secretary of state or a court or other judicial or governmental body of this state;

(B)a certificate of limited liability company interest, except that a signature on a certificate of limited liability company interest may be manual, facsimile or electronic signature; and

(C)an act or transaction effected pursuant to article 79 of chapter 17 of the Kansas Statutes Annotated, and amendments thereto, or K.S.A. 17-7667 , 17-76,130 , 17-76,131 , 17-76,132 and 17-76,133 , and amendments thereto.

(2)The provisions of paragraph

(1)shall not create any presumption about the lawful means to document a matter addressed by this subsection or the lawful means to sign or deliver a document addressed by this subsection. A provision of the operating agreement shall not limit the application of subsection

(a)unless the provision expressly restricts one or more of the means of documenting an act or transaction, or of signing or delivering a document, permitted by subsection (a).

(c)In the event that any provision of the Kansas revised limited liability company act is deemed to modify, limit or supersede the federal electronic signatures in global and national commerce act, 15 U.S.C. § 7001 et seq., the provisions of the Kansas revised limited liability company act shall control to the fullest extent permitted by 15 U.S.C. § 7002(a)(2).

(d)This section shall be a part of and supplemental to article 76 of chapter 17 of the Kansas Statutes Annotated, and amendments thereto.