17-78-305. Certificate of interest exchange; effective date. (a) A certificate of interest exchange shall be signed on behalf of a domestic acquired entity and filed with the secretary of state. (b) A certificate of interest exchange must contain: (1) The name and type of the acquired entity; (2) the name, jurisdiction of organization and type […]
17-78-306. Effect of interest exchange. (a) When an interest exchange becomes effective: (1) The interests in the acquired entity that are the subject of the interest exchange cease to exist or are converted or exchanged and the interest holders of those interests are entitled only to the rights provided to them under the agreement of […]
17-78-401. Conversion authorized. (a) Except as otherwise provided in this section, by complying with K.S.A. 2021 Supp. 17-78-401 through 17-78-406, and amendments thereto, a domestic entity may become: (1) A domestic entity of a different type; or (2) a foreign entity of a different type, if the conversion is authorized by the law of the […]
17-78-402. Agreement of conversion. (a) A domestic entity may convert to a different type of entity under K.S.A. 2021 Supp. 17-78-401 through 17-78-406, and amendments thereto, by approving an agreement of conversion. The agreement shall be in a record and contain: (1) The name and type of the converting entity; (2) the name, jurisdiction of […]
17-78-403. Approval of conversion. (a) An agreement of conversion is not effective unless it has been approved: (1) By a domestic converting entity: (A) In accordance with the requirements, if any, in its organic rules for approval of a conversion; (B) if its organic rules do not provide for approval of a conversion, in accordance […]
17-78-404. Amendment or termination of agreement of conversion. (a) An agreement of conversion of a domestic converting 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 […]
17-78-405. Certificate of conversion; effective date. (a) A certificate of conversion shall be signed on behalf of the converting entity and filed with the secretary of state. (b) A certificate of conversion shall contain: (1) The name, jurisdiction of organization and type of the converting entity; (2) the name, jurisdiction of organization and type of […]
17-78-406. Effect of conversion. (a) When a conversion becomes effective: (1) The converted entity is: (A) Organized under and subject to the organic law of the converted entity; and (B) the same entity without interruption as the converting entity; (2) all property of the converting entity continues to be vested in the converted entity without […]
17-78-501. Domestication authorized. (a) Except as otherwise provided in this section, by complying with K.S.A. 2021 Supp. 17-78-501 through 17-78-506, and amendments thereto, a domestic entity may become a domestic entity of the same type in a foreign jurisdiction if the domestication is authorized by the law of the foreign jurisdiction. (b) Except as otherwise […]
17-78-502. Agreement of domestication. (a) A domestic entity may become a foreign entity in a domestication by approving an agreement of domestication. The agreement shall be in a record and contain: (1) The name and type of the domesticating entity; (2) the name and jurisdiction of organization of the domesticated entity; (3) the manner of […]
17-78-503. Approval of domestication. (a) An agreement of domestication is not effective unless it has been approved: (1) By a domestic domesticating entity: (A) In accordance with the requirements, if any, in its organic rules for approval of a domestication; (B) if its organic rules do not provide for approval of a domestication, in accordance […]
17-78-504. Amendment or termination of agreement of domestication. (a) An agreement of domestication of a domestic domesticating 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 […]
17-78-505. Certificate of domestication; effective date. (a) A certificate of domestication shall be signed on behalf of the domesticating entity and filed with the secretary of state. (b) A certificate of domestication shall contain: (1) The name, jurisdiction of organization and type of the domesticating entity; (2) the name and jurisdiction of organization of the […]
17-78-506. Effect of domestication. (a) When a domestication becomes effective: (1) The domesticated entity is: (A) Organized under and subject to the organic law of the domesticated entity; and (B) the same entity without interruption as the domesticating entity; (2) all property of the domesticating entity continues to be vested in the domesticated entity without […]
17-78-601. Filing requirements; execution. (a) When any provision of this act requires any instrument to be filed with the secretary of state, such instrument shall be filed in accordance with this section: (1) The document shall contain the information required by this act; (2) the document shall be in a record; (3) the document shall […]
17-78-602. Forms. The secretary of state may prescribe and furnish on request forms for documents required or permitted to be filed by this act but their use is not mandatory. History: L. 2009, ch. 47, § 36; July 1, 2010.
17-78-603. Correcting filed document. (a) A domestic or foreign entity may correct an instrument filed with the secretary of state if: (1) The document contains an inaccuracy; or (2) the document was defectively signed. (b) An instrument is corrected by filing with the secretary of state a certificate of correction that: (1) Describes the instrument […]
17-78-604. Evidentiary effect of copy of filed document. A certified copy of the instrument from the secretary of state conclusively establishes that the original instrument is on file with the secretary of state. History: L. 2009, ch. 47, § 38; July 1, 2010.
17-78-605. Consistency of application. In applying and construing this act, consideration must be given to the need to promote consistency of the law with respect to its subject matter among states that enact it. History: L. 2009, ch. 47, § 39; July 1, 2010.
17-78-606. Relation to electronic signatures in global and national commerce act. This act modifies, limits and supersedes the federal electronic signatures in global and national commerce act 15 U.S.C. § 7001 et seq., but does not modify, limit or supersede section 101(c) of that act 15 U.S.C. § 7001(c) or authorize electronic delivery of any […]
