Chapter 17 — CORPORATIONS
1,769 sections in this chapter.
K.S.A. 17-6505 Voting rights of members of nonstock corporations; proxies; quorum; election of governing body; failure to hold election; ballots submitted by electronic transmission.
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17-6505. Voting rights of members of nonstock corporations; proxies; quorum; election of governing body; failure to hold election; ballots submitted by electronic transmission. (a) The provisions of K.S.A. 17-6501 through 17-6504 and 17-6506, and amendments thereto, shall not app…
K.S.A. 17-6506 Quorum; votes necessary to transact business
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17-6506. Quorum; votes necessary to transact business. Subject to the provisions of this code with respect to the vote that shall be required for a specified action, the articles of incorporation or bylaws of any corporation authorized to issue stock may specify the number of sha…
K.S.A. 17-6507 Voting rights of fiduciaries, pledgors and joint owners of stock
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17-6507. Voting rights of fiduciaries, pledgors and joint owners of stock. (a) Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held. Persons whose stock is pledged shall be entitled to vote, unless in the transfer by the pledgor on the books …
K.S.A. 17-6508 Voting trusts and other voting agreements
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17-6508. Voting trusts and other voting agreements. (a) One or more stockholders, by agreement in writing, may deposit capital stock of an original issue with or transfer capital stock to any person or persons, or entity or entities authorized to act as trustee, for the purpose o…
K.S.A. 17-6509 List of stockholders entitled to vote at stockholders' meeting; preparation; examination, when, where; refusal to produce list; evidentiary status of stock ledger.
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17-6509. List of stockholders entitled to vote at stockholders' meeting; preparation; examination, when, where; refusal to produce list; evidentiary status of stock ledger. (a) The corporation shall prepare, at least 10 days before every meeting of stockholders, a complete list o…
K.S.A. 17-6510 Stockholder's right of inspection; refusal by corporation to permit inspection; director's right of inspection
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17-6510. Stockholder's right of inspection; refusal by corporation to permit inspection; director's right of inspection. (a) As used in this section: (1) "Stockholder" means a holder of record of stock in a stock corporation, or a person who is the beneficial owner of shares of s…
K.S.A. 17-6511 Rights of holders of bonds, debentures and other obligations of corporation
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17-6511. Rights of holders of bonds, debentures and other obligations of corporation. In its articles of incorporation, every corporation may confer upon the holders of any bonds, debentures or other obligations issued or to be issued by the corporation the power to vote in respe…
K.S.A. 17-6512 Notice of meetings and adjourned meetings; requirements
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17-6512. Notice of meetings and adjourned meetings; requirements. (a) Whenever stockholders are required or permitted to take any action at a meeting, a notice of the meeting shall be given that shall state the place, if any, date and hour of the meeting, the means of remote comm…
K.S.A. 17-6513 Vacancies and newly created directorships
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17-6513. Vacancies and newly created directorships. (a) (1) Unless otherwise provided in the articles of incorporation or bylaws: (A) Vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders hav…
K.S.A. 17-6514 Form of records
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17-6514. Form of records. Any records administered by or on behalf of the corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on, or by means of, or be in the form of any information storage device, method,…
K.S.A. 17-6515 Contested election of director or officer or any other contested vote of stockholders or members; proceedings to determine validity
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17-6515. Contested election of director or officer or any other contested vote of stockholders or members; proceedings to determine validity. (a) Upon application of any stockholder or director, or any officer whose title to office is contested, the district court may hear and de…
K.S.A. 17-6516 Appointment of custodian or receiver of corporation on deadlock or for other cause; powers of custodian
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17-6516. Appointment of custodian or receiver of corporation on deadlock or for other cause; powers of custodian. (a) The district court, upon application of any stockholder, may appoint one or more persons to be custodians and, if the corporation is insolvent, to be receivers, o…
K.S.A. 17-6517 Powers of district court in certain proceedings; punishment for disobedience of orders
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17-6517. Powers of district court in certain proceedings; punishment for disobedience of orders. (a) The district court, in any proceeding instituted under K.S.A. 17-6501, 17-6505 or 17-6515, and amendments thereto, may determine the right and power of persons claiming to own sto…
K.S.A. 17-6518 Actions taken without meeting, notice or vote; consent required; procedures and consent form
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17-6518. Actions taken without meeting, notice or vote; consent required; procedures and consent form. (a) Unless otherwise provided in the articles of incorporation, any action required by this code to be taken at any annual or special meeting of stockholders of a corporation, o…
K.S.A. 17-6519 Waiver of notice
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17-6519. Waiver of notice. Whenever notice is required to be given under any provision of this act or the articles of incorporation or bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, wheth…
K.S.A. 17-6520 Exceptions to notice requirements
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17-6520. Exceptions to notice requirements. (a) Whenever notice is required to be given, under any provision of this act or of the articles of incorporation or bylaws of any corporation, to any person with whom communication is unlawful, the giving of such notice to such person s…
K.S.A. 17-6521 Inspectors at meetings; powers and duties
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17-6521. Inspectors at meetings; powers and duties. (a) In advance of any meeting of stockholders, the corporation shall appoint one or more inspectors to act at the meeting and make a written report thereof. The corporation may designate one or more persons as alternate inspecto…
K.S.A. 17-6522 Notice to stockholders; consent to electronic transmission
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17-6522. Notice to stockholders; consent to electronic transmission. (a) Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the corporation under any provision of this code or the articles of incorpo…
K.S.A. 17-6523 Notice to stockholders sharing an address, effect; objection; limitations
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17-6523. Notice to stockholders sharing an address, effect; objection; limitations. (a) Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the corporation under any provision of this chapter, the art…
K.S.A. 17-6601 Amendment of articles of incorporation prior to receipt of any payment for stock; amendment of articles by nonstock corporation
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17-6601. Amendment of articles of incorporation prior to receipt of any payment for stock; amendment of articles by nonstock corporation. (a) Before a corporation has received any payment for any of its stock, it may amend its articles of incorporation at any time or times, in an…
K.S.A. 17-6602 Amendment of articles of incorporation after receipt of payment for stock; amendment of articles by nonstock corporation; abandonment of proposed amendment
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17-6602. Amendment of articles of incorporation after receipt of payment for stock; amendment of articles by nonstock corporation; abandonment of proposed amendment. (a) After a corporation has received payment for any of its capital stock, or after a nonstock corporation has mem…
K.S.A. 17-6603 Retirement of shares of capital stock; status of authorized or unissued shares; reissuance prohibited by articles of incorporation
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17-6603. Retirement of shares of capital stock; status of authorized or unissued shares; reissuance prohibited by articles of incorporation. (a) A corporation, by resolution of its board of directors, may retire any shares of its capital stock that are issued but are not outstand…
K.S.A. 17-6604 Reduction of capital
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17-6604. Reduction of capital. (a) A corporation, by resolution of its board of directors, may reduce its capital in any of the following ways by: (1) Reducing or eliminating the capital represented by shares of capital stock which have been retired; (2) applying to an otherwise …
K.S.A. 17-6605 Restated articles of incorporation
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17-6605. Restated articles of incorporation. (a) Whenever it is desired, a corporation may integrate into a single instrument all of the provisions of its articles of incorporation which are then in effect and operative as a result of there having been filed with the secretary of…
K.S.A. 17-6701 Merger or consolidation of domestic corporations
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17-6701. Merger or consolidation of domestic corporations. (a) Any two or more corporations of this state may merge into a single surviving corporation that may be any one of the constituent corporations or may consolidate into a new resulting corporation formed by the consolidat…
K.S.A. 17-6702 Merger or consolidation of domestic and foreign corporations; service of process upon surviving or resulting corporation
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17-6702. Merger or consolidation of domestic and foreign corporations; service of process upon surviving or resulting corporation. (a) Any one or more corporations of this state may merge or consolidate with one or more foreign corporations unless the laws of the jurisdiction or …
K.S.A. 17-6703 Merger of parent corporation and subsidiary corporation or corporations
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17-6703. Merger of parent corporation and subsidiary corporation or corporations. (a) In any case in which at least 90% of the outstanding shares of each class of the stock of a corporation or corporations, other than a corporation that has in its articles of incorporation the pr…
K.S.A. 17-6704 Repealed
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17-6704. History: L. 1972, ch. 52, § 82; L. 1988, ch. 99, § 42; Revived and amended, L. 1988, ch. 100, § 42; L. 1992, ch. 270, § 18; L. 1993, ch. 163, § 5; L. 1998, ch. 189, § 16; L. 2000, ch. 39, § 31; L. 2004, ch. 143, § 52; Repealed, L. 2016, ch. 110, § 144; July 1. Source or …
K.S.A. 17-6704a Repealed
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17-6704a. History: L. 1972, ch. 52, § 82; L. 1988, ch. 99, § 42; Revived and amended, L. 1988, ch. 100, § 42; L. 1992, ch. 72, § 6; Repealed, L. 1993, ch. 163, § 9; July 1. Previous | Next LEGISLATIVE COORDINATING COUNCIL General Policies 2026 Archived LCC Documents Archived LCC …
K.S.A. 17-6705 Merger or consolidation of domestic nonstock corporations
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17-6705. Merger or consolidation of domestic nonstock corporations. (a) Any two or more nonstock corporations of this state, whether or not organized for profit, may merge into a single surviving corporation, which may be any one of the constituent corporations, or they may conso…
K.S.A. 17-6706 Merger or consolidation of domestic and foreign nonstock corporations; service of process upon surviving or resulting corporation
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17-6706. Merger or consolidation of domestic and foreign nonstock corporations; service of process upon surviving or resulting corporation. (a) Any one or more nonstock corporations of this state may merge or consolidate with one or more foreign nonstock corporations unless the l…
K.S.A. 17-6707 Merger or consolidation of domestic stock and nonstock corporations
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17-6707. Merger or consolidation of domestic stock and nonstock corporations. (a) Any one or more nonstock corporations of this state, whether or not organized for profit, may merge or consolidate with one or more stock corporations of this state, whether or not organized for pro…
K.S.A. 17-6708 Merger or consolidation of domestic and foreign stock and nonstock corporations
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17-6708. Merger or consolidation of domestic and foreign stock and nonstock corporations. (a) Any one or more corporations of this state, whether stock or nonstock corporations and whether or not organized for profit, may merge or consolidate with one or more foreign corporations…
K.S.A. 17-6709 Merger or consolidation ineffective until fees paid; status, rights, privileges, powers, franchises, restrictions, debts, duties and liabilities of constituent and surviving or resulting corporations following merger or consolidation; merger of banks or trust companies.
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17-6709. Merger or consolidation ineffective until fees paid; status, rights, privileges, powers, franchises, restrictions, debts, duties and liabilities of constituent and surviving or resulting corporations following merger or consolidation; merger of banks or trust companies. …
K.S.A. 17-6710 Issuance of stock, bonds or other indebtedness by corporation surviving or resulting from merger or consolidation
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17-6710. Issuance of stock, bonds or other indebtedness by corporation surviving or resulting from merger or consolidation. When two or more corporations are merged or consolidated, the corporation surviving or resulting from the merger or consolidation may issue bonds or other o…
K.S.A. 17-6711 Effect of merger or consolidation on pending actions
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17-6711. Effect of merger or consolidation on pending actions. Any action or proceeding, whether civil, criminal or administrative, pending by or against any corporation which is a party to a merger or consolidation shall be prosecuted as if such merger or consolidation had not t…
K.S.A. 17-6712 Appraisal rights for shares of stock of constituent corporation in a merger or consolidation; perfection; petition for determination of value of stock of all stockholders, procedure, determination by court.
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17-6712. Appraisal rights for shares of stock of constituent corporation in a merger or consolidation; perfection; petition for determination of value of stock of all stockholders, procedure, determination by court. (a) Any stockholder of a domestic corporation who holds shares o…
K.S.A. 17-6713 Merger or consolidation in accordance with business entity transactions act
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17-6713. Merger or consolidation in accordance with business entity transactions act. (a) A domestic corporation may merge or consolidate with or into any other entity in accordance with the business entity transactions act, K.S.A. 17-78-101 et seq., and amendments thereto. (b) T…
K.S.A. 17-6801 Sale, lease or exchange of assets; consideration; procedure; abandonment of proposed sale, lease or exchange
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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,…
K.S.A. 17-6802 Mortgage or pledge of assets
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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; …
K.S.A. 17-6803 Dissolution prior to issuing shares or commencing business; procedure
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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 incorp…
K.S.A. 17-6804 Dissolution; procedure; corporations having only two equal stockholders
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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 major…
K.S.A. 17-6805 Same; nonstock corporations; procedure
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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 boa…
K.S.A. 17-6805a Dissolution of nonprofit corporation; federal exemption; disposition of corporate assets
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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 s…
K.S.A. 17-6806 Payment of fees prior to dissolution
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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, …
K.S.A. 17-6807 Continuation of corporation after dissolution for purposes of settling and closing business affairs
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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. 17-6808 Trustees or receivers for dissolved corporations; appointment; powers
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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 p…
K.S.A. 17-6808a Notice to claimants; filing of claims
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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 c…
K.S.A. 17-6809 Jurisdiction and powers of district court
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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 …
K.S.A. 17-6810 Dissolved corporation or successor entity; payment of corporate debts; distribution to stockholders
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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. 17-6808a, and amendments thereto, shall: (A) Pay the claims made…