Kansas Partnership Agreement

The Kansas partnership agreement is made between the partners that own a partnership and the partnership itself. This allows the partners to govern their entity and maintain the integrity of its agreed-upon operating procedures as well as the behavior the partners.

Last updated January 29th, 2025

The Kansas partnership agreement is made between the partners that own a partnership and the partnership itself. This allows the partners to govern their entity and maintain the integrity of its agreed-upon operating procedures as well as the behavior the partners.

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Kansas Partnership Types (4)

Partnership Type State Filing Requirement
General Partnership (GP) Statement of Partnership Authority General Partnership ($35.00)
Limited Partnership (LP) Certificate of Limited Partnership Domestic (Kansas) Limited Partnership ($165.00 or $160.00 online)
Limited Liability Partnership (LLP) Statement of Qualification Domestic (Kansas) Limited Liability Partnership ($165.00)
Limited Liability Limited Partnership (LLLP) File Online: Kansas Secretary of State ($160.00)

Fiduciary Duty

Duty of Loyalty:
  • Partners act as trustees for their partnership and thus must report all profit and properties “derived by the partner” as a result of conducting or winding up partnership business.[1]
  • Every partner only represents the goals and interests of the partnership and thus can not act on behalf of any party with an “interest adverse to the partnership.”[2]
  • Partners “refrain from” professionally (or otherwise) competing with their partnership while it is an active entity. [3]

Duty of Care:

  • Partners must maintain their conduct while their partnership agreement is in effect therefore, they may not cause a “knowing violation of law” or undertake “grossly negligent” actions.[4]

Partners operate with “fair dealing” and good faith whenever discharging partnership duties and actions.[5]

Partners can not “violate a duty” listed in their partnership agreement or expected by the State of Kansas to further their own personal or professional interests; however, they may pursue interests that do not cause such violations.[6]

Liability

Every partner in a general partnership is “liable jointly” for “all obligations” of their partnership.[7]
A partner’s liability to their partnership (as required by the law or the partnership agreement) begins with their admittance thus, all liabilities of an “existing partnership” remain the responsibilities of that partnership or the partners in the partnership at the time of the liability or obligation.[8]
Limited liability partnerships absorb the liabilities of their partners; however, such protections do not apply to a time “before the vote required” to become an LLP under KSA 56a-1001.[9]
Partnerships hold liability for “loss or injury” that is caused to a person by a partner’s misconduct, omission, or wrongful acts that occur during the course of normal or authorized partnership business.[10]
Partnerships remain responsible for any loss that originates from a partner’s misapplication of received “money or property.”[11]

State Definitions (8)

Partner means the person in a partnership designated as “limited or general partner” as per their partnership agreement as well as the entity’s type and registration status.[12]
General partner means a partner that is explicitly named as a general partner in their partnership agreement as well as named as such in the entity’s “in the certificate of limited partnership or similar instrument” of its original state of formation.[13]
Limited partner means a person named “as a limited partner in accordance with the partnership agreement.”[14]
Partnership means a for-profit business that is owned by “two or more persons” accordingly.[15]
Limited partnership means a for profit business with multiple owners that is formed in the State of Kansas and is also known as domestic limited partnership. [16]
Limited liability partnership means a partnership owned by multiple persons and has “filed a statement of qualification under K.S.A. 56a-1001” and does not function as such with similar paperwork outside the State of Kansas. [17]
Foreign limited partnership means a limited partnership that is operating in “any state or jurisdiction” beyond the state of Kansas but must have both general and limited partners.[18]
Foreign limited liability partnership means a limited liability partnership that “is formed“ under another jurisdiction’s laws and operates in that jurisdiction as a limited liability partnership.[19]