Kansas Attorney General Opinion 2014-008

April 3, 2014
ATTORNEY GENERAL OPINION NO. 2014-08
The Honorable Sharon Schwartz
State Representative, 106 th District
State Capitol, Room 149-S
300 S.W. 10th Avenue
Topeka, Kansas 66612
Re: 	Corporations—Agricultural 	Corporations—Restrictions; 	Exceptions;
Penalties; Limited Corporate Partnership
Synopsis: 	A 	limited 	corporate 	partnership 	as 	used 	in 	K.S.A. 	2013 	Supp. 	17-
5904(a)(12) means a limited partnership as defined in K.S.A. 2013 Supp.
17-5903(c). Cited herein: 	K.S.A. 2013 Supp. 17-5903; 17-5904; K.S.A.
56-1a01; 56a-101.
* 	* 	*
Dear Representative Schwartz:
As State Representative for the 106 th District, you ask for our opinion on the meaning of
the term “limited corporate partnership” as used in K.S.A. 2013 Supp. 17-5904(a)(12).
K.S.A. 2013 Supp. 17-5904(a) provides general restrictions on ownership of agricultural
land in Kansas by certain named entities as follows:
No 	corporation, 	trust, 	limited 	liability 	company, 	limited 	partnership 	or
corporate partnership, other than a family farm corporation, authorized
farm corporation, limited liability agricultural company, family farm limited
liability agricultural company, limited agricultural partnership, family trust,
authorized trust or testamentary trust shall, either directly or indirectly,
own, acquire or otherwise obtain or lease any agricultural land in this
state.

Representative Sharon Schwartz
Page 2
While a corporate partnership is included in the general restriction language found in
subsection (a) of K.S.A. 2013 Supp. 17-5904, there is no similar reference to a limited
corporate partnership. 	The law specifies certain exceptions to the general restrictions
found in K.S.A. 2013 Supp. 17-5904(a). 1 The only references to a limited corporate
partnership are found in the exception language in K.S.A. 2013 Supp. 17-5904(a)(7)
and (a)(12). Those subsections provide in relevant part:
The restrictions provided in this section do not apply to the following:
…
(7) Agricultural land owned or leased or held under a lease purchase
agreement . . . by a corporation, corporate partnership, limited corporate
partnership or trust on the effective date of this act if [certain conditions
apply].
…
(12) Agricultural land owned or leased by a corporate partnership or
limited corporate partnership in which the partners associated therein are
either 	natural 	persons, 	family 	farm 	corporations, 	authorized 	farm
corporations, 	limited 	liability 	agricultural 	companies, 	family 	trusts,
authorized trusts or testamentary trusts. 2
“Limited corporate partnership” is not defined in the Kansas agricultural corporation
law, 3 Kansas corporation law 4 or Kansas partnership law. 5 The term simply is not
defined in Kansas law. The only references to limited corporate partnership we located
are in K.S.A. 2013 Supp. 17-5904(a)(7) and (a)(12).
Statutory interpretation begins with the language selected by the legislature. If that
language is clear and unambiguous, then statutory interpretation ends there as well. 6
However, when the language in the statute is unclear or ambiguous, courts employ
canons of construction, legislative history, or other background considerations to derive
the legislature's intent and construe the statute accordingly. 7
In this case, the meaning of the undefined term “limited corporate partnership” found in
K.S.A. 2013 Supp. 17-5904(a)(12) is not readily apparent. 	In order to identify the
meaning of this term, we turn to legislative history.
1 K.S.A. 2013 Supp. 17-5904(a)(1) through (18).
2 Emphasis added.
3 K.S.A. 17-5902 et seq.
4 See Chapter 56 of the Kansas Statutes Annotated.
5 See Chapter 56a of the Kansas Statutes Annotated.
6 Graham v. Dokter Trucking Group, 284 Kan. 547, 554 (2007).
7 Stewart Title of the Midwest, Inc. v. Reece & Nichols Realtors, Inc., 294 Kan. 553, 564–65 (2012).

Representative Sharon Schwartz
Page 3
The term “limited corporate partnership” first appeared in Kansas law in 1981 following
the passage of Senate Bill No. 298, 8 which included the following definition of “limited
corporate partnership”:
“Limited corporate partnership” means a limited partnership, as defined in
K.S.A. 56-122, which has as a member or members, whether as general
or limited partners, one or more corporations.9
In 	1986, 	Senate 	Bill 	308 10 was 	enacted 	and 	the 	definition 	of 	“limited 	corporate
partnership” was stricken and replaced with a definition of “limited partnership” in K.S.A.
17-5903(c). 	Additionally, the word “corporate” was stricken from “limited corporate
partnership” in four places in K.S.A. 17-5902 and in one place in K.S.A. 17-5904(a),
related to the general restrictions. 	In 1987, House Bill 2076 was enacted and the word
“corporate” was stricken from “limited corporate partnership” in K.S.A. 17-5904(b). 11
Only the references in K.S.A. 17-5904(a)(7) and (a)(12) remain in the law. It is not clear
within the context of K.S.A. 17-5902 et seq. why only those references would remain;
however, the legislative history strongly suggests that the legislature intended to replace
the term “limited corporate partnership” with “limited partnership,” but simply overlooked
the references to “limited corporate partnership” in K.S.A. 17-5904(a)(7) and (a)(12). “If
the intent of the legislature is plain and unmistakable, [the court is] permitted to correct
clerical or inadvertent errors in terminology.”12
Reading all of the provisions of K.S.A. 17-5902 et seq., together with the 1981, 1986,
and 1987 amendments described previously, we conclude that the retention of the term
“limited corporate partnership” in K.S.A. 17-5904(a)(7) and (a)(12) was an inadvertent
error and that this term means a “limited partnership” as defined in K.S.A. 2013 Supp.
17-5903(c).
K.S.A. 2013 Supp. 17-5903(c) provides that “limited partnership” has the meaning set
forth in the Kansas Revised Uniform Limited Partnership Act. 13 K.S.A. 56-1a101(g)
defines “limited partnership” and “domestic limited partnership” to mean “a partnership
formed by two or more persons under the laws of the state of Kansas and having one or
more general partners and one or more limited partners.” 	“‘Person’ means a natural
person, partnership, domestic or foreign limited partnership, trust, estate, association,
corporation, custodian, nominee or any other individual or entity in its own or any
representative capacity.” 14
8 L. 1981, Ch. 106, § 1(c).
9 K.S.A. 17-5903(c) (Ensley 1981).
10 L. 1986, Ch. 96, §§ 1, 2 and 3.
11 L. 1987, Ch. 368, § 2.
12 See Davis v. Winning Streak Sports, LLC, 48 Kan. App. 2d 677, 688 (2013).
13 K.S.A. 56-1a01.
14 K.S.A. 56-1a101(k).

Representative Sharon Schwartz
Page 4
With the aid of legislative history, we conclude that “limited corporate partnership”
means a limited partnership as defined in K.S.A. 2013 Supp. 17-5903(c).
Sincerely,
Derek Schmidt
Attorney General
Athena Andaya
Deputy Attorney General
DS:AA:sb