17-78,101 Short title.

17-78-101. Short title. This act may be cited as the business entity transactions act. History: L. 2009, ch. 47, § 1; July 1, 2010.

17-78,102 Definitions.

17-78-102. Definitions. As used in this act: (a) “Acquired entity” means the entity, all of one or more classes or series of interests in which are acquired in an interest exchange. (b) “Acquiring entity” means the entity that acquires all of one or more classes or series of interests of the acquired entity in an […]

17-78,103 Relationship of act to other laws.

17-78-103. Relationship of act to other laws. (a) Unless displaced by particular provisions of this act, the principles of law and equity supplement this act. (b) This act does not authorize an act prohibited by, and does not affect the application or requirements of, law other than this act. (c) A transaction effected under this […]

17-78,104 Required notice or approval.

17-78-104. Required notice or approval. (a) A domestic or foreign entity that is required to give notice to, or obtain the approval of, a governmental agency or officer in order to be a party to a merger shall give the notice or obtain the approval in order to be a party to an interest exchange, […]

17-78,105 Status of filings.

17-78-105. Status of filings. A filing under this act signed by a domestic entity becomes part of the public organic document of the entity if the entity’s organic law provides that similar filings under that law become part of the public organic document of the entity. History: L. 2009, ch. 47, § 5; July 1, […]

17-78,106 Nonexclusivity.

17-78-106. Nonexclusivity. The fact that a transaction under this act produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law other than this act. History: L. 2009, ch. 47, § 6; July 1, 2010.

17-78,107 Reference to external facts.

17-78-107. Reference to external facts. An agreement may refer to facts ascertainable outside of the agreement if the manner in which the facts will operate upon the agreement is specified in the agreement. The facts may include the occurrence of an event or a determination or action by a person, whether or not the event, […]

17-78,108 Alternative means of approval of transactions.

17-78-108. Alternative means of approval of transactions. Except as otherwise provided in the organic law or organic rules of a domestic entity, approval of a transaction under this act by the unanimous vote or consent of its interest holders satisfies the requirements of this act for approval of the transaction. History: L. 2009, ch. 47, […]

17-78,109 Appraisal rights.

17-78-109. Appraisal rights. (a) An interest holder of a domestic merging, acquired, converting or domesticating entity is entitled to appraisal rights in connection with the transaction if the interest holder would have been entitled to appraisal rights under the entity’s organic law in connection with a merger in which the interest of the interest holder […]

17-78,110 Excluded entities and transactions.

17-78-110. Excluded entities and transactions. The following entities may not participate in a transaction under this act: (a) Entities regulated under chapter 40 of the Kansas Statutes Annotated; (b) banks and trust companies organized under chapter 9 of the Kansas Statutes Annotated; (c) credit unions organized under K.S.A. 17-2201 et seq., and amendments thereto; and […]

17-78,201 Merger authorized.

17-78-201. Merger authorized. (a) Except as otherwise provided in this section, by complying with K.S.A. 2021 Supp. 17-78-201 through 17-78-206, and amendments thereto: (1) One or more domestic entities may merge with one or more domestic or foreign entities into a domestic or foreign surviving entity; and (2) two or more foreign entities may merge […]

17-78,202 Agreement of merger.

17-78-202. Agreement of merger. (a) A domestic entity may become a party to a merger under K.S.A. 2021 Supp. 17-78-201 through 17-78-206, and amendments thereto, by approving an agreement of merger. The agreement shall be in a record and contain: (1) As to each merging entity, its name, jurisdiction of organization and type; (2) if […]

17-78,203 Approval of merger.

17-78-203. Approval of merger. (a) An agreement of merger is not effective unless it has been approved: (1) By a domestic merging entity: (A) In accordance with the requirements, if any, in its organic law and organic rules for approval of: (i) In the case of an entity that is not a corporation, a merger; […]

17-78,204 Amendment or termination of agreement of merger.

17-78-204. Amendment or termination of agreement of merger. (a) An agreement of merger of a domestic merging entity may be amended: (1) In the same manner as the agreement was approved, if the agreement does not provide for the manner in which it may be amended; or (2) by the governors or interest holders of […]

17-78,205 Certificate of merger; effective date.

17-78-205. Certificate of merger; effective date. (a) A certificate of merger shall be signed on behalf of the surviving entity and filed with the secretary of state. (b) A certificate of merger shall contain: (1) The name, jurisdiction of organization and type of each merging entity that is not the surviving entity; (2) the name, […]

17-78,206 Effect of merger.

17-78-206. Effect of merger. (a) When a merger becomes effective: (1) The surviving entity continues or comes into existence; (2) each merging entity that is not the surviving entity ceases to exist; (3) all property of each merging entity vests in the surviving entity without assignment, reversion or impairment; (4) all liabilities of each merging […]

17-78,301 Interest exchange authorized.

17-78-301. Interest exchange authorized. (a) Except as otherwise provided in this section, by complying with K.S.A. 2021 Supp. 17-78-301 through 17-78-306, and amendments thereto: (1) A domestic entity may acquire all of one or more classes or series of interests of another domestic or foreign entity in exchange for interests, securities, obligations, rights to acquire […]

17-78,302 Agreement of interest exchange.

17-78-302. Agreement of interest exchange. (a) A domestic entity may be the acquired entity in an interest exchange under K.S.A. 2021 Supp. 17-78-301 through 17-78-306, and amendments thereto, by approving an agreement of interest exchange. The agreement shall be in a record and contain: (1) The name and type of the acquired entity; (2) the […]

17-78,303 Approval of interest exchange.

17-78-303. Approval of interest exchange. (a) An agreement of interest exchange is not effective unless it has been approved: (1) By a domestic acquired entity: (A) In accordance with the requirements, if any, in its organic law and organic rules for approval of an interest exchange; (B) except as otherwise provided in subsection (d), if […]

17-78,304 Amendment or termination of agreement of interest exchange.

17-78-304. Amendment or termination of agreement of interest exchange. (a) An agreement of interest exchange of a domestic acquired entity may be amended: (1) In the same manner as the agreement was approved, if the agreement does not provide for the manner in which it may be amended; or (2) by the governors or interest […]