Chapter 17 — CORPORATIONS

17-6102. Specific powers enumerated. Every corporation created under this code shall have power to: (a) Have perpetual succession by its corporate name, unless a limited period of duration is stated in its articles of incorporation; (b) sue and be sued in all courts and participa…

17-6103. Powers respecting securities of other corporations or entities. Any corporation organized under the laws of this state may guarantee, purchase, take, receive, subscribe for or otherwise acquire; own, hold, use or otherwise employ; sell, lease, exchange, transfer or other…

17-6104. Lack of corporate capacity or power, effect; assertion, when. No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation shall be invalid by reason of the fact that the corporation was without capacity or power to do such ac…

17-6105. History: L. 1972, ch. 52, § 15; Repealed, L. 1978, ch. 87, § 6; July 1. Previous | Next LEGISLATIVE COORDINATING COUNCIL General Policies 2026 Archived LCC Documents Archived LCC Meetings REVISOR OF STATUTES Archived Session Documents Archived School Finance Documents US…

17-6106. Banking power denied. (a) No corporation organized under this code shall possess the power of issuing bills, notes or other evidences of debt for circulation as money, or the power of carrying on the business of receiving deposits of money. (b) Corporations organized und…

17-6201. History: L. 1972, ch. 52, § 17; L. 2004, ch. 143, § 4; Repealed, L. 2014, ch. 121, § 46; January 1, 2015. Source or Prior Law: 17-2601, 17-4401, 17-4501; 8 Del. C. § 131. Cross References to Related Sections: Location of domestic corporation's registered office to be sta…

17-6202. History: L. 1972, ch. 52, § 18; L. 2004, ch. 143, § 5; L. 2007, ch. 81, § 5; Repealed, L. 2014, ch. 121, § 46; January 1, 2015. Source or Prior Law: 17-4401; 8 Del. C. § 132. Cross References to Related Sections: Resident agent of domestic corporation to be named in arti…

17-6203. History: L. 1972, ch. 52, § 19; L. 1978, ch. 80, § 2; L. 1999, ch. 39, § 8; L. 2000, ch. 39, § 20; Repealed, L. 2014, ch. 121, § 46; January 1, 2015. Source or Prior Law: 17-4403, 17-4404; 8 Del. C. § 133. Cross References to Related Sections: Change of resident agent by…

17-6204. History: L. 1972, ch. 52, § 20; L. 1978, ch. 80, § 3; L. 1988, ch. 99, § 6; Revived and amended, L. 1988, ch. 100, § 6; L. 1992, ch. 270, § 3; L. 1998, ch. 189, § 10; L. 2000, ch. 39, § 21; L. 2010, ch. 37, § 3; Repealed, L. 2014, ch. 121, § 46; January 1, 2015. Source o…

17-6205. History: L. 1972, ch. 52, § 21; L. 1998, ch. 189, § 11; L. 1999, ch. 39, § 9; L. 2000, ch. 39, § 22; L. 2004, ch. 143, § 6; Repealed, L. 2014, ch. 121, § 46; January 1, 2015. Source or Prior Law: 17-4406; 8 Del. C. § 135. Cross References to Related Sections: Fees for is…

17-6206. History: L. 1972, ch. 52, § 22; L. 1976, ch. 112, § 1; L. 1978, ch. 80, § 4; L. 1998, ch. 189, § 12; L. 2004, ch. 143, § 7; Repealed, L. 2014, ch. 121, § 46; January 1, 2015. Source or Prior Law: 17-4407; 8 Del. C. § 136. Cross References to Related Sections: Execution, …

17-6301. Board of directors; powers; number; qualifications, terms and quorum; committees; classes of directors; reliance upon records and information provided; action of board without meeting; compensation; nonstock corporations; removal of director. (a) The business and affairs…

17-6302. Officers; titles, duties, manner of selection, term of office; resignation; failure to elect; vacancies. (a) Every corporation organized under this code shall have such officers with such titles and duties as shall be stated in the bylaws or in a resolution of the board …

17-6303. Loans to or guaranty of obligations of officers and employees. Any corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a directo…

17-6304. Financial interest of officer or director in corporate transaction; effect; quorum. (a) No contract or transaction between a corporation and one or more of its directors or officers, or between a corporation and any other corporation, partnership, association or other or…

17-6305. Indemnification of officers, directors, employees and agents; advancement of expenses; insurance; definitions; district court jurisdiction. (a) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threate…

17-6306. Submission of matter to a shareholder vote without board of directors determination. A corporation may agree to submit a matter to a vote of its stockholders whether or not the board of directors determines at any time subsequent to approving such matter that such matter…

17-6401. Classes or series of stock; rights, voting powers, designations, preferences, qualifications, limitations or restrictions; redemption; dividends; conversions and exchange; stock certificates, requirements; issuance of stock where rights, voting powers, designations, pref…

17-6402. Lawful consideration for issuance of stock; fully paid stock. The consideration, as determined pursuant to K.S.A. 17-6403(a) and (b), and amendments thereto, for subscriptions to, or the purchase of, the capital stock to be issued by a corporation shall be paid in such f…

17-6403. Same; value. (a) Shares of stock with par value may be issued for such consideration, having a value not less than the par value thereof, as is determined from time to time by the board of directors, or by the stockholders if the articles of incorporation so provide. (b)…

17-6404. Same; designation of part of consideration as capital; surplus and net assets defined. Any corporation, by resolution of its board of directors, may determine that only a part of the consideration which shall be received by the corporation for any of the shares of its ca…

17-6405. Fractional shares; certificated or uncertificated shares. A corporation may issue, but shall not be required to issue, fractions of a share. If it does not issue fractions of a share, it shall: (a) Arrange for the disposition of fractional interests by those entitled the…

17-6406. Partly paid certificated shares. Any corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such part…

17-6407. Rights and options concerning stock; powers of board of directors, limitations. (a) Subject to any provisions in the articles of incorporation, every corporation may create and issue, whether or not in connection with the issue and sale of any shares of stock or other se…

17-6408. Stock certificates; uncertificated shares. The shares of a corporation shall be represented by certificates, except that the board of directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall…

17-6409. Shares of stock deemed personal property and transferable; taxation. The shares of stock in every corporation shall be deemed personal property and transferable as provided in the acts contained in article 8 of chapter 84 of the Kansas Statutes Annotated, and amendments …

17-6410. Powers of corporation respecting its own stock; limitations; rights of stock called for redemption. (a) Every corporation may purchase, redeem, receive, take or otherwise acquire, own and hold, sell, lend, exchange, transfer or otherwise dispose of, pledge, use and other…

17-6411. Issuance of additional stock by directors, when. At any time and from time to time, if all of the shares of capital stock which the corporation is authorized by its articles of incorporation to issue have not been issued, subscribed for or otherwise committed to be issue…

17-6412. Liability of stockholder or subscriber for stock not paid in full; limitations of time. (a) When the whole of the consideration payable for shares of a corporation has not been paid in, and the assets shall be insufficient to satisfy the claims of its creditors, each hol…

17-6413. Payment for stock; rights of directors concerning stock not paid in full. The capital stock of a corporation shall be paid for in such amounts and at such times as the directors may require. From time to time, the directors may demand payment, in respect of each share of…

17-6414. Failure to pay for stock; remedies. When any stockholder fails to pay any installment or call upon such stockholder's stock which may have been properly demanded by the directors, at the time when such payment is due, the directors may collect the amount of any such inst…

17-6415. Preincorporation subscriptions; period of irrevocability. Unless otherwise provided by the terms of the subscription, a subscription for stock of a corporation to be formed shall be irrevocable, except with the consent of all other subscribers or the corporation, for a p…

17-6416. Formalities required of stock subscriptions. A subscription for stock of a corporation, whether made before or after the formation of a corporation, shall not be enforceable against a subscriber, unless in writing and signed by the subscriber or by such subscriber's agen…

17-6417. Lost, stolen or destroyed stock certificates or uncertificated shares; issuance of new certificate or uncertificated shares. A corporation may issue a new certificate of stock or uncertificated shares in place of any certificate theretofore issued by it, alleged to have …

17-6418. Same; judicial proceedings to compel issuance of new stock certificate or uncertificated shares. (a) If a corporation refuses to issue new uncertificated shares or a new certificate of stock in place of a certificate theretofore issued by it, or by any corporation of whi…

17-6419. Situs of ownership of stock. For all purposes of title, action, attachment, garnishment and jurisdiction of all courts held in this state, but not for the purpose of taxation, the situs of the ownership of the capital stock of all corporations existing under the laws of …

17-6420. Dividends; declaration and payment; determination of net profits by "wasting assets" corporation. (a) The directors of every corporation, subject to any restrictions contained in its articles of incorporation, may declare and pay dividends upon the shares of its capital …

17-6421. Special purpose reserves. The directors of a corporation may set apart out of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve. History: L. 1972, ch. 52, § 48; July 1. Source or Prior Law: …

17-6422. Reliance by director or committee member upon corporate records and information. A member of the board of directors, or a member of any committee designated by the board of directors, shall be fully protected in relying in good faith upon the records of the corporation a…

17-6423. Dividends; method of payment. No corporation shall pay dividends except in accordance with this act. Dividends may be paid in cash, in property or in shares of the corporation's capital stock. If the dividend is to be paid in shares of the corporation's theretofore uniss…

17-6424. Liability of directors for unlawful payment of dividend or unlawful stock purchase or redemption; exoneration from liability, when; contribution among directors; subrogation. (a) In case of any willful or negligent violation of the provisions of K.S.A. 17-6410 or 17-6423…

17-6425. Transfer of stock, stock certificates and uncertificated stock; applicability of uniform commercial code. Except as otherwise provided in this code, the transfer of stock and the certificates of stock which represent the stock or uncertificated stock shall be governed by…

17-6426. Restrictions on transfer or ownership of securities. (a) A written restriction or restrictions on the transfer or registration of transfer of a security of a corporation, or on the amount of the corporation's securities that may be owned by any person or group of persons…

17-6427. Business combinations with interested stockholders. (a) Notwithstanding any other provisions of this chapter, a corporation shall not engage in any business combination with any interested stockholder for a period of three years following the time that such stockholder b…

17-6428. Ratification of defective corporate acts and stock. (a) Subject to subsection (f), no defective corporate act or putative stock shall be void or voidable solely as a result of a failure of authorization if ratified as provided in this section or validated by the district…

17-6429. Proceedings regarding validity of defective corporate acts and stock. (a) Subject to subsection (e), upon application by the corporation, any successor entity to the corporation, any member of the board of directors, any record or beneficial holder of valid stock or puta…

17-6501. Meetings of stockholders; remote communication; annual meeting; failure to hold annual meeting or elect directors; special meetings; election of directors by written ballot. (a) (1) Meetings of stockholders may be held at such place, either within or without this state, …

17-6502. Voting rights of stockholders; proxies, limitations. (a) Unless otherwise provided in the articles of incorporation and subject to the provisions of K.S.A. 17-6503, and amendments thereto, each stockholder shall be entitled to one vote for each share of capital stock hel…

17-6503. Establishment of record date for determining stockholders of record. (a) In order that the corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date that shall not…

17-6504. Cumulative voting. The articles of incorporation of any corporation may provide that at all elections of directors of the corporation, or at elections held under specified circumstances, each holder of stock or of any class or classes or of a series or series thereof sha…