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897 sections in this chapter.
K.S.A. 17-6410 Powers of corporation respecting its own stock; limitations; rights of stock called for redemption
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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…
K.S.A. 17-6411 Issuance of additional stock by directors, when
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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…
K.S.A. 17-6412 Liability of stockholder or subscriber for stock not paid in full; limitations of time
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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…
K.S.A. 17-6413 Payment for stock; rights of directors concerning stock not paid in full
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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…
K.S.A. 17-6414 Failure to pay for stock; remedies
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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…
K.S.A. 17-6415 Preincorporation subscriptions; period of irrevocability
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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…
K.S.A. 17-6416 Formalities required of stock subscriptions
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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…
K.S.A. 17-6417 Lost, stolen or destroyed stock certificates or uncertificated shares; issuance of new certificate or uncertificated shares
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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 …
K.S.A. 17-6418 Same; judicial proceedings to compel issuance of new stock certificate or uncertificated shares
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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…
K.S.A. 17-6419 Situs of ownership of stock
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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 …
K.S.A. 17-6420 Dividends; declaration and payment; determination of net profits by "wasting assets" corporation
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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 …
K.S.A. 17-6421 Special purpose reserves
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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: …
K.S.A. 17-6422 Reliance by director or committee member upon corporate records and information
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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…
K.S.A. 17-6423 Dividends; method of payment
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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…
K.S.A. 17-6424 Liability of directors for unlawful payment of dividend or unlawful stock purchase or redemption; exoneration from liability, when; contribution among directors; subrogation.
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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…
K.S.A. 17-6425 Transfer of stock, stock certificates and uncertificated stock; applicability of uniform commercial code
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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…
K.S.A. 17-6426 Restrictions on transfer or ownership of securities
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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…
K.S.A. 17-6427 Business combinations with interested stockholders
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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…
K.S.A. 17-6428 Ratification of defective corporate acts and stock
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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…
K.S.A. 17-6429 Proceedings regarding validity of defective corporate acts and stock
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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…
K.S.A. 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.
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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, …
K.S.A. 17-6502 Voting rights of stockholders; proxies, limitations
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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…
K.S.A. 17-6503 Establishment of record date for determining stockholders of record
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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…
K.S.A. 17-6504 Cumulative voting
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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…
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 …