Chapter 17 — CORPORATIONS
1,769 sections in this chapter.
K.S.A. 17-6811 Liability of stockholders of dissolved corporations
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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 …
K.S.A. 17-6812 Revocation or forfeiture of articles of incorporation; jurisdiction and powers of district court; proceedings by attorney general
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17-6812. Revocation or forfeiture of articles of incorporation; jurisdiction and powers of district court; proceedings by attorney general. (a) Upon motion by the attorney general, the district court shall have jurisdiction to revoke or forfeit the articles of incorporation of an…
K.S.A. 17-6813 Dissolution or forfeiture of articles of incorporation by court decree or judgment; filing of decree or judgment
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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…
K.S.A. 17-6901 Receivers for insolvent corporations; appointment; powers
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17-6901. Receivers for insolvent corporations; appointment; powers. Whenever a corporation shall be insolvent, the district court, on the application of any creditor or stockholder thereof, may appoint, at any time, one or more persons to be receivers of and for the corporation, …
K.S.A. 17-6902 Title to corporation's property; filing order of appointment; exceptions to section's application
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17-6902. Title to corporation's property; filing order of appointment; exceptions to section's application. (a) Trustees or receivers appointed by the district court of and for any corporation, and their respective survivors and successors, upon their appointment and qualificatio…
K.S.A. 17-6903 Notices to stockholders and creditors
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17-6903. Notices to stockholders and creditors. All notices required to be given to stockholders and creditors in any action in which a trustee or receiver for a corporation was appointed shall be given by the clerk of the district court or in the manner provided by any applicabl…
K.S.A. 17-6904 Filing inventory of corporate assets and list of debts owing and receivable
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17-6904. Filing inventory of corporate assets and list of debts owing and receivable. As soon as convenient, trustees or receivers shall file in the office of the clerk of the district court of the county in which the proceeding is pending, a full and complete itemized inventory …
K.S.A. 17-6905 Proof of claims by creditors; claims barred, when; notice
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17-6905. Proof of claims by creditors; claims barred, when; notice. All creditors shall make proof under oath of their respective claims against the corporation and shall cause such proof of claim to be filed in the office of the clerk of the district court of the county in which…
K.S.A. 17-6906 Procedure for adjudicating creditors' claims; appeal
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17-6906. Procedure for adjudicating creditors' claims; appeal. (a) The clerk of the district court, immediately upon the expiration of the time fixed for the filing of claims, in compliance with the provisions of K.S.A. 17-6905, and amendments thereto, shall notify the trustee or…
K.S.A. 17-6907 Sale of perishable or deteriorating property during pendency of litigation
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17-6907. Sale of perishable or deteriorating property during pendency of litigation. Whenever the property of a corporation is at the time of the appointment of a trustee or receiver encumbered with liens of any character, and the validity, extent or legality of any such lien is …
K.S.A. 17-6908 Compensation, costs and expenses
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17-6908. Compensation, costs and expenses. The district court, before making distribution of the assets of a corporation among the creditors or stockholders thereof, shall allow and pay out of the assets: (a) A reasonable compensation to the trustee or receiver for the trustee's …
K.S.A. 17-6909 Substitution of receiver as plaintiff; abatement of actions
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17-6909. Substitution of receiver as plaintiff; abatement of actions. A trustee or receiver, upon application by the trustee or receiver in the court in which any suit is pending, shall be substituted as party plaintiff in the place of the corporation in any suit or proceeding wh…
K.S.A. 17-6910 Employee's lien for wages when corporation insolvent
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17-6910. Employee's lien for wages when corporation insolvent. Whenever any corporation of this state, or any foreign corporation doing business in this state, shall become insolvent, the employees doing labor or service of whatever character in the regular employ of the corporat…
K.S.A. 17-6911 Discontinuance of liquidation of assets; dismissal of trustee or receiver
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17-6911. Discontinuance of liquidation of assets; dismissal of trustee or receiver. The liquidation of the assets and business of an insolvent corporation may be discontinued at any time during the liquidation proceedings when it is established that cause for liquidation no longe…
K.S.A. 17-6912 Compromise or arrangement between corporation and stockholders or creditors
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17-6912. Compromise or arrangement between corporation and stockholders or creditors. (a) Whenever the provision permitted by subsection (b)(2) of K.S.A. 17-6002 is included in the original articles of incorporation of any corporation, all persons who become creditors or stockhol…
K.S.A. 17-6913 Proceeding under the federal bankruptcy code of the United States; implementation
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17-6913. Proceeding under the federal bankruptcy code of the United States; implementation. (a) Any corporation of this state, an order for relief with respect to which has been entered pursuant to the federal bankruptcy reform act of 1978 (11 U.S.C. §§ 101 et seq.), may put into…
K.S.A. 17-7001 Revocation of voluntary dissolution; restoration of expired articles of incorporation; procedure; effect
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17-7001. Revocation of voluntary dissolution; restoration of expired articles of incorporation; procedure; effect. (a) At any time prior to the expiration of three years following the dissolution of a corporation pursuant to K.S.A. 17-6804, and amendments thereto, or such longer …
K.S.A. 17-7002 Revival of articles of incorporation; procedures; effect; nonstock corporations
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17-7002. Revival of articles of incorporation; procedures; effect; nonstock corporations. (a) As used in this section: (1) "Articles of incorporation" includes the articles of incorporation of a corporation organized under any special act or any law of this state; and (2) "author…
K.S.A. 17-7003 Status of corporation renewed, restored, revived, extended and continued
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17-7003. Status of corporation renewed, restored, revived, extended and continued. Any corporation desiring to renew, restore, revive, extend and continue its corporate existence, shall, upon complying with the provisions of article 70 of chapter 17 of the Kansas Statutes Annotat…
K.S.A. 17-7101 Actions against officers, directors or stockholders for debts of corporation; unsatisfied judgment against corporation
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17-7101. Actions against officers, directors or stockholders for debts of corporation; unsatisfied judgment against corporation. (a) When the officers, directors or stockholders of any corporation shall be liable by the provisions of this code to pay the debts of the corporation,…
K.S.A. 17-7102 Action by officer, director or stockholder against corporation for corporate debt paid
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17-7102. Action by officer, director or stockholder against corporation for corporate debt paid. When any officer, director or stockholder shall pay any debt of a corporation for which such person is made liable by the provisions of this code, such person may recover the amount s…
K.S.A. 17-7103 Effect of certain transactions on liability
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17-7103. Effect of certain transactions on liability. The liability of a corporation of this state, or the stockholders, directors or officers thereof, or the rights or remedies of the creditors thereof, or of persons doing or transacting business with the corporation, shall not …
K.S.A. 17-7104 Defective organization of corporation not a defense; judicial inquiry into regularity or validity of corporate organization
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17-7104. Defective organization of corporation not a defense; judicial inquiry into regularity or validity of corporate organization. (a) No domestic or foreign corporation shall be permitted to set up or rely upon the want of legal organization as a defense to any action against…
K.S.A. 17-7105 Usury not a defense by corporation
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17-7105. Usury not a defense by corporation. No corporation shall plead any statute against usury in any court in any suit instituted to enforce the payment of any bond, note or other evidence of indebtedness issued or assumed by it. History: L. 1972, ch. 52, § 124; July 1. Sourc…
K.S.A. 17-7201 Laws applicable to close corporations
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17-7201. Laws applicable to close corporations. (a) K.S.A. 17-7201 through 17-7216, and amendments thereto, apply to all close corporations, as defined in K.S.A. 17-7202, and amendments thereto. Unless a corporation elects to become a close corporation under the foregoing section…
K.S.A. 17-7202 Close corporation defined; contents of articles of incorporation; effect of joint held stock
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17-7202. Close corporation defined; contents of articles of incorporation; effect of joint held stock. (a) A close corporation is a corporation organized under this act whose articles of incorporation contain the provisions required by K.S.A. 17-6002, and amendments thereto, and,…
K.S.A. 17-7203 Formation of close corporation
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17-7203. Formation of close corporation. A close corporation shall be formed in accordance with K.S.A. 17-6001 and 17-6002 and K.S.A. 17-7908 through 17-7910, and amendments thereto, except that: (a) Its articles of incorporation shall contain a heading stating the name of the co…
K.S.A. 17-7204 Election of existing corporation to become close corporation
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17-7204. Election of existing corporation to become close corporation. Any corporation organized under the Kansas general corporation code may become a close corporation under K.S.A. 17-7201 through 17-7216, and amendments thereto, by executing and filing, in accordance with K.S.…
K.S.A. 17-7205 Limitations on continuation of close corporation status
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17-7205. Limitations on continuation of close corporation status. A close corporation continues to be such and to be subject to the provisions of K.S.A. 17-7201 through 17-7216, and amendments thereto, until: (a) It files with the secretary of state a certificate of amendment del…
K.S.A. 17-7206 Voluntary termination of status as close corporation; amendment of articles of incorporation; vote required
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17-7206. Voluntary termination of status as close corporation; amendment of articles of incorporation; vote required. (a) A corporation may voluntarily terminate its status as a close corporation and cease to be subject to the provisions of this code relating thereto by amending …
K.S.A. 17-7207 Issuance or transfer of stock of close corporation in breach of restrictions or conditions thereon; effect; conclusive presumptions; transfer defined; applicability and effect of section.
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17-7207. Issuance or transfer of stock of close corporation in breach of restrictions or conditions thereon; effect; conclusive presumptions; transfer defined; applicability and effect of section. (a) If stock of a close corporation is issued or transferred to any person who is n…
K.S.A. 17-7208 Breach of condition necessary to status as close corporation; proceeding to prevent loss of status; jurisdiction and powers of district court
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17-7208. Breach of condition necessary to status as close corporation; proceeding to prevent loss of status; jurisdiction and powers of district court. (a) If any event occurs, as a result of which one or more of the provisions or conditions included in a close corporation's arti…
K.S.A. 17-7209 Invalid transfer of close corporation's security; corporate option
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17-7209. Invalid transfer of close corporation's security; corporate option. If a restriction on the transfer of a security of a close corporation is held not to be authorized by K.S.A. 17-6426, and amendments thereto, the corporation, nevertheless, shall have an option, for a pe…
K.S.A. 17-7210 Agreement of stockholders to restrict discretion or powers of board of directors of close corporation
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17-7210. Agreement of stockholders to restrict discretion or powers of board of directors of close corporation. A written agreement among the stockholders of a close corporation holding a majority of the outstanding stock entitled to vote, whether solely among themselves or with …
K.S.A. 17-7211 Management of close corporation by stockholders
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17-7211. Management of close corporation by stockholders. (a) The articles of incorporation of a close corporation may provide that the business of the corporation shall be managed by the stockholders of the corporation, rather than by a board of directors. So long as this provis…
K.S.A. 17-7212 Appointment of custodian for close corporation, when
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17-7212. Appointment of custodian for close corporation, when. (a) In addition to the provisions of K.S.A. 17-6516, and amendments thereto, respecting the appointment of a custodian for any corporation, the district court, upon application of any stockholder, may appoint one or m…
K.S.A. 17-7213 Appointment of provisional director for close corporation, when; qualifications, rights and powers of provisional director
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17-7213. Appointment of provisional director for close corporation, when; qualifications, rights and powers of provisional director. (a) Notwithstanding any contrary provision of the articles of incorporation or the bylaws or agreement of the stockholders, the district court may …
K.S.A. 17-7214 Operation of close corporation as partnership
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17-7214. Operation of close corporation as partnership. No written agreement among stockholders of a close corporation, nor any provision of the articles of incorporation or of the bylaws of the corporation, which agreement or provision relates to any phase of the affairs of such…
K.S.A. 17-7215 Dissolution of close corporation at option of stockholders or upon event or contingency specified in articles of incorporation; disclosure of provision on stock certificates.
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17-7215. Dissolution of close corporation at option of stockholders or upon event or contingency specified in articles of incorporation; disclosure of provision on stock certificates. (a) The articles of incorporation of any close corporation may include a provision granting to a…
K.S.A. 17-7216 Effect of close corporation provisions on other laws
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17-7216. Effect of close corporation provisions on other laws. The provisions of K.S.A. 17-7201 to 17-7215, inclusive, and any amendments thereto shall not be deemed to repeal any statute or rule of law which is or would be applicable to any corporation which is organized under t…
K.S.A. 17-72a01 Law applicable to public benefit corporations; how formed
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17-72a01. Law applicable to public benefit corporations; how formed. K.S.A. 17-72a01 through 17-72a09, and amendments thereto, apply to all public benefit corporations, as defined in K.S.A. 17-72a02, and amendments thereto. If a corporation elects to become a public benefit corpo…
K.S.A. 17-72a02 Public benefit corporation defined; contents of certificate of incorporation
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17-72a02. Public benefit corporation defined; contents of certificate of incorporation. (a) A "public benefit corporation" is a for-profit corporation organized under and subject to the requirements of the Kansas general corporation code that is intended to produce a public benef…
K.S.A. 17-72a03 Repealed
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17-72a03. History: L. 2017, ch. 71, § 3; Repealed, L. 2023, ch. 66, § 74; January 1, 2024. Previous | Next LEGISLATIVE COORDINATING COUNCIL General Policies 2026 Archived LCC Documents Archived LCC Meetings REVISOR OF STATUTES Archived Session Documents Archived School Finance Do…
K.S.A. 17-72a04 Stock certificates; notices regarding uncertificated stock
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17-72a04. Stock certificates; notices regarding uncertificated stock. Any stock certificate issued by a public benefit corporation shall note conspicuously that the corporation is a public benefit corporation formed pursuant to K.S.A. 17-72a01 through 17-72a09, and amendments the…
K.S.A. 17-72a05 Duties of directors
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17-72a05. Duties of directors. (a) The board of directors shall manage or direct the business and affairs of the public benefit corporation in a manner that balances the pecuniary interests of the stockholders, the best interests of those materially affected by the corporation's …
K.S.A. 17-72a06 Periodic statements and third-party certification
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17-72a06. Periodic statements and third-party certification. (a) A public benefit corporation shall include in every notice of a meeting of stockholders a statement to the effect that it is a public benefit corporation formed pursuant to K.S.A. 17-72a01 through 17-72a09, and amen…
K.S.A. 17-72a07 Actions to enforce balancing requirement
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17-72a07. Actions to enforce balancing requirement. Any action to enforce the balancing requirement of K.S.A. 17-72a05(a), and amendments thereto, including any individual, derivative, or any other type of action, shall not be brought unless the plaintiffs in such action own indi…
K.S.A. 17-72a08 No effect on other corporations
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17-72a08. No effect on other corporations. K.S.A. 17-72a01 through 17-72a09, and amendments thereto, shall not affect a statute or rule of law that is or would be applicable to any corporation that is organized under the Kansas general corporation code but is not a public benefit…
K.S.A. 17-72a09 Application of the Kansas general corporation code to public benefit corporations
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17-72a09. Application of the Kansas general corporation code to public benefit corporations. K.S.A. 17-72a01 through 17-72a09, and amendments thereto, shall be part of and supplemental to the Kansas general corporation code, articles 60 through 74 of chapter 17 of the Kansas Stat…
K.S.A. 17-7301 Repealed
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17-7301. History: L. 1972, ch. 52, § 141; L. 1973, ch. 100, § 18; L. 1975, ch. 144, § 2; L. 1987, ch. 89, § 2; L. 1999, ch. 41, § 4; L. 1999, ch. 149, § 2; L. 2000, ch. 39, § 44; L. 2004, ch. 143, § 78; L. 2009, ch. 64, § 2; Repealed, L. 2014, ch. 121, § 46; January 1, 2015. Sour…