Chapter 17, CORPORATIONS

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…

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 …

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…

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…

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…

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 …

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…

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…

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 …

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…

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…

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…

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…

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…

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…

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 …

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…

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…

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…

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…

17-7302. Foreign corporations; filings; merger or consolidation information; amendments to articles of incorporation. (a) Whenever any foreign corporation admitted to do business in this state is a party to a merger or consolidation with any other foreign corporation, whether or …

17-7305. Banking power denied; foreign corporations subject to laws governing domestic corporations. (a) Unless authority is expressly conferred by another law of this state, no foreign corporation shall possess the power of issuing bills, notes or other evidences of debt for cir…

17-7307. Actions by and against unqualified foreign corporations. (a) A foreign corporation which is required to comply with the provisions of K.S.A. 17-7302 and K.S.A. 17-7930 through 17-7934, and amendments thereto, and which has done business in this state without authority sh…

17-7403. Rights, privileges and immunities under prior laws saved. All rights, privileges and immunities vested or accrued by and under any laws enacted prior to the adoption or amendment of this act, and all suits pending, all rights of action conferred, and all duties, restrict…

17-7404. Citation of act. Articles 60 through 74 of chapter 17 of the Kansas Statutes Annotated, and amendments thereto, shall be known and may be cited as the Kansas general corporation code. History: L. 1972, ch. 52, § 152; L. 1973, ch. 100, § 22; L. 2016, ch. 110, § 121; July …

17-7405. Effective date of L. 1988, Ch. 100. The provisions of this act* shall apply to all actions taken on or after April 21, 1988. History: L. 1988, ch. 100, § 50; May 5. Revisor's Note: The phrase "this act" refers to L. 1988, ch. 100.

17-7501. Definitions. As used in this act: (a) "Domestic corporation" means any corporation organized under the laws of this state, irrespective of whether such corporation is organized for profit. (b) "Foreign corporation" means any corporation organized under the laws of any ju…

17-7503. Domestic corporations organized for profit; business entity information report; contents; report fee. (a) Every domestic corporation organized for profit shall make a written business entity information report to the secretary of state, stating the prescribed information…

17-7504. Not-for-profit corporations; business entity information report; contents; report fee. (a) Every corporation organized not for profit shall make a written business entity information report to the secretary of state, stating the prescribed information concerning the corp…

17-7505. Foreign corporations organized for profit or cooperative; business entity information report; contents; report fee. (a) Every foreign corporation organized for profit, or organized under the cooperative type statutes of the state, territory or foreign country of incorpor…

17-7506. Fees for corporate documents filed and indexed or issued by secretary of state; fees for certificates and copies; rules and regulations. (a) The secretary of state shall charge each corporation a fee established pursuant to rules and regulations, but not exceeding $250, …

17-7509. Failure to file or report or pay business entity information report fee by any corporation organized for profit; penalties; actions to recover fees and penalties; canceled corporations or corporations whose existence has been forfeited, penalties. (a) In case any corpora…

17-7510. Failure to file business entity information report or pay annual report fee; forfeiture of articles of incorporation or authority to do business in Kansas; notices; publication of forfeiture, when; certificates of good standing, issuance. (a) In addition to any other pen…

17-7512. Exemptions from business entity information reports and report fees. The provisions of this act relating to the filing of business entity information reports and the payment of fees shall not apply to banking, insurance or savings and loan corporations, credit unions, an…

17-76,100. Liability for contribution. (a) Except as provided in an operating agreement, a member is obligated to a limited liability company to perform any promise to contribute cash or property or to perform services, even if the member is unable to perform because of death, di…

17-76,101. Allocation of profits and losses. The profits and losses of a limited liability company shall be allocated among the members, and among classes or groups of members, in the manner provided in an operating agreement. If the operating agreement does not so provide, profi…

17-76,102. Allocation of distributions. Distributions of cash or other assets of a limited liability company shall be allocated among the members, and among classes or groups of members, in the manner provided in an operating agreement. If the operating agreement does not so prov…

17-76,103. Defense of usury not available. No obligation of a member or manager of a limited liability company to the limited liability company, or to a member or manager of the limited liability company, arising under the operating agreement or a separate agreement or writing, a…

17-76,103a. Subscription irrevocable. (a) For all purposes of the laws of the state of Kansas, a subscription for a limited liability company interest, whether submitted in writing, by means of electronic transmission or as otherwise permitted by applicable law, is irrevocable if…

17-76,104. Interim distributions. Except as provided in K.S.A. 17-76,104 through 17-76,110, and amendments thereto, to the extent and at the times or upon the happening of the events specified in an operating agreement, a member is entitled to receive from a limited liability com…

17-76,105. Resignation of manager. A manager may resign as a manager of a limited liability company at the time or upon the happening of events specified in an operating agreement and in accordance with the operating agreement. An operating agreement may provide that a manager sh…

17-76,106. Resignation of member. (a) A member may resign from a limited liability company only at the time or upon the happening of events specified in an operating agreement and in accordance with the operating agreement. Notwithstanding anything to the contrary under applicabl…

17-76,107. Distribution upon resignation. (a) Except as provided in K.S.A. 17-76,104 through 17-76,110, and amendments thereto, upon resignation any resigning member is entitled to receive any distribution to which such member is entitled under an operating agreement and, if not …

17-76,108. Distribution in kind. Except as provided in an operating agreement, a member, regardless of the nature of the member's contribution, has no right to demand and receive any distribution from a limited liability company in any form other than cash. Except as provided in …

17-76,109. Right to distribution. Subject to K.S.A. 17-76,110 and 17-76,119, and amendments thereto, and unless otherwise provided in an operating agreement, at the time a member becomes entitled to receive a distribution, the member has the status of, and is entitled to all reme…

17-76,110. Limitations on distribution. (a) A limited liability company shall not make a distribution to a member to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of the limited liability company, other than liabilities …

17-76,111. Nature of limited liability company interest. A limited liability company interest is personal property. A member has no interest in specific limited liability company property. History: L. 1999, ch. 119, § 50; January 1, 2000.

17-76,112. Assignment of limited liability company interest. (a) A limited liability company interest is assignable in whole or in part except as provided in an operating agreement. The assignee of a member's limited liability company interest shall have no right to participate i…

17-76,113. Rights of judgment creditor; charging orders. (a) On application by a judgment creditor of a member or of a member's assignee, a court having jurisdiction may charge the limited liability company interest of the judgment debtor to satisfy the judgment. To the extent so…

17-76,114. Right of assignee to become member. (a) An assignee of a limited liability company interest becomes a member: (1) As provided in the operating agreement; (2) unless otherwise provided in the operating agreement, upon the vote, consent or approval of all of the members …