Chapter 17, CORPORATIONS

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…

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…

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…

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…

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…

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. …

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…

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…

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…

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…

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,…

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; …

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…

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…

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…

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…

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, …

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 …

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…

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…

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 …

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…

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 …

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…

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…

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, …

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…

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…

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 …

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…

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…

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 …

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 …

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…

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…

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…

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…

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…

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 …

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…

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…

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,…

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…

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 …

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…

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…

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…

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,…

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…

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.…