17-6801. Sale, lease or exchange of assets; consideration; procedure; abandonment of proposed sale, lease or exchange. (a) Every corporation may at any meeting of its board of directors or governing body sell, lease or exchange all or substantially all of its property and assets, including its goodwill and its corporate franchises, upon such terms and […]
17-6802. Mortgage or pledge of assets. The authorization or consent of stockholders to the mortgage or pledge of a corporation’s property and assets shall not be necessary, except to the extent that the articles of incorporation otherwise provide. History: L. 1972, ch. 52, § 92; July 1.
17-6803. Dissolution prior to issuing shares or commencing business; procedure. If a corporation has not issued shares or has not commenced the business for which the corporation was organized, a majority of the incorporators, or, if directors were named in the articles of incorporation or have been elected, a majority of the directors, may surrender […]
17-6804. Dissolution; procedure; corporations having only two equal stockholders. (a) If it should be deemed advisable in the judgment of the board of directors of any corporation that it should be dissolved, the board, after the adoption of a resolution to that effect by a majority of the whole board at any meeting called for […]
17-6805. Same; nonstock corporations; procedure. (a) Whenever it shall be desired to dissolve any nonstock corporation, the governing body shall perform all the acts necessary for dissolution which are required by K.S.A. 17-6804, and amendments thereto, to be performed by the board of directors of a corporation having capital stock. The following members of a […]
17-6805a. Dissolution of nonprofit corporation; federal exemption; disposition of corporate assets. Notwithstanding any provision of law or the articles of incorporation, the articles of incorporation of each nonprofit corporation that qualifies otherwise for an exemption under section 501(c)(3) of the internal revenue code of 1986, 26 U.S.C. § 501(c)(3), shall be considered to contain the […]
17-6806. Payment of fees prior to dissolution. No corporation shall be dissolved under this act until all corporate fees due to or assessable by the state have been paid by the corporation. History: L. 1972, ch. 52, § 96; L. 1973, ch. 100, § 12; L. 2005, ch. 157, § 9; January 1, 2006.
17-6807. Continuation of corporation after dissolution for purposes of settling and closing business affairs. (a) All corporations, whether they expire by their own limitation or are otherwise dissolved, including revocation or forfeiture of articles of incorporation pursuant to K.S.A. 17-6812 or 17-7510, and amendments thereto, shall be continued, nevertheless, for the term of three years […]
17-6808. Trustees or receivers for dissolved corporations; appointment; powers. When any corporation organized under this code shall be dissolved in any manner whatever, the district court, on application of any creditor, stockholder or director of the corporation, or any other person who shows good cause therefor, at any time, may either appoint one or more […]
17-6808a. Notice to claimants; filing of claims. (a) (1) After a corporation has been dissolved in accordance with the procedures set forth in this code, the corporation or any successor entity may give notice of the dissolution, requiring all persons having a claim against the corporation other than a claim against the corporation in a […]
17-6809. Jurisdiction and powers of district court. The district court shall have jurisdiction of any application prescribed in this article and of all questions arising in the proceedings thereon, and may make such orders and decrees and issue injunctions therein as justice and equity shall require. History: L. 1972, ch. 52, § 99; L. 2016, […]
17-6810. Dissolved corporation or successor entity; payment of corporate debts; distribution to stockholders. (a) (1) A dissolved corporation or successor entity which has followed the procedures described in K.S.A. 2021 Supp. 17-6808a, and amendments thereto, shall: (A) Pay the claims made and not rejected in accordance with K.S.A. 2021 Supp. 17-6808a(a), and amendments thereto; (B) […]
17-6811. Liability of stockholders of dissolved corporations. (a) A stockholder of a dissolved corporation the assets of which were distributed pursuant to K.S.A. 17-6810(a) or (b), and amendments thereto, shall not be liable for any claim against the corporation in an amount in excess of such stockholder’s pro rata share of the claim or the […]
17-6812. Revocation or forfeiture of articles of incorporation; jurisdiction and powers of district court; proceedings by attorney general. (a) The district court shall have jurisdiction to revoke or forfeit the articles of incorporation of any corporation for abuse, misuse or nonuse of its corporate powers, privileges or franchises. The attorney general shall, upon the attorney […]
17-6813. Dissolution or forfeiture of articles of incorporation by court decree or judgment; filing of decree or judgment. Whenever any corporation is dissolved or its articles of incorporation forfeited by decree or judgment of the district court, the decree or judgment shall be forthwith filed by the clerk of such district court in which the […]
