Chapter 17, CORPORATIONS

17-49a08. Protection of registering entity. (a) A registering entity is not required to offer or to accept a request for security registration in beneficiary form. If a registration in beneficiary form is offered by a registering entity, the owner requesting registration in benef…

17-49a09. Nontestamentary transfer on death. (a) A transfer on death resulting from a registration in beneficiary form is effective by reason of the contract regarding the registration between the owner and the registering entity and this act and is not testamentary. (b) This act…

17-49a10. Registration in beneficiary form; terms, conditions and forms. A registering entity offering to accept registrations in beneficiary form may establish the terms and conditions under which it will receive requests (a) for registrations in beneficiary form, and (b) for im…

17-49a11. Title of act. This act shall be known and may be cited as the uniform TOD security registration act. History: L. 1994, ch. 44, § 11; July 1.

17-49a12. Application of act. This act applies to registrations of securities in beneficiary form made before or after the effective date of this act, by decedents dying on or after the effective date of this act. History: L. 1994, ch. 44, § 12; July 1.

17-5001. Making, buying or selling certain guaranteed or insured loans; application of K.S.A. 17-5501. Without regard to any other provision of law, savings and loan associations, building and loan associations, banks, trust companies, insurance companies, and other organizations…

17-5222. What corporate name shall include. The name of every association hereafter incorporated shall include the words "savings" and "association." These words shall be preceded by an appropriate descriptive word or words approved by the board. An ordinal number may not be used…

17-5223. Words prohibited in corporate name. The use of the words "national," "federal," or "United States," separately or in any combination thereof with other words or syllables, is prohibited as part of the corporate name of an association. History: L. 1943, ch. 133, § 24; Jul…

17-5224. Corporate name may not be same or nearly same as that of existing corporation; exceptions. No certificate of incorporation of a proposed association having the same name as a corporation authorized to do business under the law of this state or a name so nearly resembling…

17-5902. Business entity information reports. (a) All corporations and limited partnerships, as defined in K.S.A. 17-5903, and amendments thereto, that hold agricultural land, as defined in K.S.A. 17-5903, and amendments thereto, within this state, and that are required to make w…

17-5903. Definitions. As used in this act: (a) "Corporation" means a domestic or foreign corporation organized for profit or nonprofit purposes. (b) "Nonprofit corporation" means a corporation organized not-for-profit and which qualifies under section 501(c)(3) of the federal int…

17-5904. Restrictions; exceptions; penalties. (a) No corporation, trust, limited liability company, limited partnership or corporate partnership, other than a family farm corporation, authorized farm corporation, limited liability agricultural company, family farm limited liabili…

17-5907. Dairy production facilities; establishment in county, procedure. (a) (1) The board of county commissioners, by resolution, may permit or deny a dairy production facility, as defined in K.S.A. 17-5903, and amendments thereto, to be established within the county by a corpo…

17-5908. Swine production facilities; establishment in county, procedure. (a) (1) The board of county commissioners, by resolution, may permit or deny a swine production facility, as defined in K.S.A. 17-5903, and amendments thereto, to be established within the county by a corpo…

17-6001. Formation of corporations; incorporators; purposes; corporations subject to special statutory regulation. (a) Any person, partnership, association or corporation, singly or jointly with others, and without regard to such person's or entity's residence, domicile or state …

17-6002. Articles of incorporation; contents. (a) The articles of incorporation shall set forth: (1) The name of the corporation pursuant to K.S.A. 17-7918 and 17-7919, and amendments thereto, of the business entity standard treatment act; (2) the postal address of the corporatio…

17-6003. Execution of deed or other instrument conveying land, real estate or interests therein by corporation; power of attorney. (a) If another section of this act or any other law of this state specifically prescribes a manner of executing or filing a specified instrument or a…

17-6004. Articles of incorporation, defined. "Articles of incorporation," as used in this code, unless the context requires otherwise, includes not only the original articles of incorporation filed to create a corporation, including the charter, articles of association and any ot…

17-6005. Evidentiary effect of articles of incorporation and other corporate instruments filed with secretary of state. A copy of the articles of incorporation, or of a restated articles of incorporation, or of any other certificate or instrument which has been filed in the offic…

17-6006. Commencement of corporate existence. Upon the filing with the secretary of state of the articles of incorporation, executed and filed in accordance with K.S.A. 17-7908 through 17-7910, and amendments thereto, the incorporator or incorporators who signed the certificate, …

17-6007. Powers of incorporators. If the persons who are to serve as directors until the first annual meeting of stockholders have not been named in the articles of incorporation, the incorporator or incorporators, until the directors are elected, shall manage the affairs of the …

17-6008. Organization meeting of incorporators or directors named in articles of incorporation; purpose; notice; meeting not required, when. (a) After the filing of the articles of incorporation, an organization meeting of the incorporator or incorporators, or of the board of dir…

17-6009. Bylaws; adoption, amendment or repeal; contents. (a) The right to adopt, amend or repeal bylaws of any corporation in existence on July 1, 1972, shall be vested in the corporation's board of directors, unless otherwise provided in such corporation's articles of incorpora…

17-6010. Emergency bylaws and exercise of other powers during emergency. (a) The board of directors of any corporation may adopt emergency bylaws, subject to repeal or change by action of the stockholders that, notwithstanding any contrary provision in this code or in chapters 17…

17-6011. Jurisdiction to interpret, apply, enforce or determine the validity of corporate instruments and provisions of the Kansas general corporation code. (a) Any civil action to interpret, apply, enforce or determine the validity of the provisions of the following may be broug…

17-6012. Access to proxy solicitation materials. (a) The bylaws may provide that if the corporation solicits proxies with respect to an election of directors, it may be required, to the extent and subject to such procedures or conditions as may be provided in the bylaws, to inclu…

17-6013. Proxy expense reimbursement. (a) The bylaws may provide for the reimbursement by the corporation of expenses incurred by a stockholder in soliciting proxies in connection with an election of directors, subject to such procedures or conditions as the bylaws may prescribe,…

17-6014. Application of the Kansas general corporation code to nonstock corporations. (a) Except as otherwise provided in subsections (b) and (c), the provisions of the Kansas general corporation code shall apply to nonstock corporations in the manner specified in this subsection…

17-6015. Forum selection provisions regarding internal corporate claims. (a) The articles of incorporation or the bylaws may require, consistent with applicable jurisdictional requirements, that any or all internal corporate claims shall be brought solely and exclusively in any o…

17-6016. Document form, signature and delivery. (a) (1) Except as provided in subsection (b), without limiting the manner in which any act or transaction may be documented or the manner in which a document may be signed or delivered: (A) Any act or transaction contemplated or gov…

17-6101. General powers; applicability of code. (a) In addition to the powers enumerated in K.S.A. 17-6102, and amendments thereto, every corporation, its officers, directors, and stockholders shall possess and may exercise all the powers and privileges granted by this code or by…

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…

17-6106. 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…

17-6301. 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 …