Chapter 17, CORPORATIONS

17-7682. No statutory appraisal rights. Unless otherwise provided in an operating agreement or an agreement of merger or consolidation or a plan of division, no appraisal rights shall be available with respect to a limited liability company interest or another interest in a limit…

17-7685a. Division of a limited liability company. (a) As used in this section and K.S.A. 17-7675 and 17-7686, and amendments thereto: (1) "Dividing company" means the domestic limited liability company that is effecting a division in the manner provided in this section. (2) "Div…

17-7686. Admission of members. (a) In connection with the formation of a limited liability company, a person is admitted as a member of the limited liability company upon the later to occur of: (1) The formation of the limited liability company; or (2) the time provided in and up…

17-7687. Classes; voting; meetings of members; amendment of operating agreement. (a) An operating agreement may provide for classes or groups of members having such relative rights, powers and duties as the operating agreement may provide, and may make provision for the future cr…

17-7688. Liability to third parties. (a) Except as otherwise provided by this act, the debts, obligations and liabilities of a limited liability company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the limited liabilit…

17-7689. Events; ceasing membership of a limited liability company. A person ceases to be a member of a limited liability company upon the happening of any of the following events: (a) Unless otherwise provided in an operating agreement, or with the consent or approval of all mem…

17-7690. Access to and confidentiality of information; records; action to enforce rights; restriction of rights. (a) Each member of a limited liability company, in person or by attorney or other agent, has the right, subject to such reasonable standards, including standards gover…

17-7691. Remedies for breach of operating agreement by member. An operating agreement may provide that: (a) A member who fails to perform in accordance with, or to comply with the terms and conditions of, the operating agreement shall be subject to specified penalties or specifie…

17-7692. Admission of managers. A person may be named or designated as a manager of the limited liability company as provided in K.S.A. 17-7663, and amendments thereto. History: L. 1999, ch. 119, § 31; January 1, 2000.

17-7693. Management of limited liability company. Unless otherwise provided in an operating agreement, the management of a limited liability company shall be vested in its members in proportion to the then current percentage or other interest of members in the profits of the limi…

17-7694. Contributions by a manager. A manager of a limited liability company may make contributions to the limited liability company and share in the profits and losses of, and in distributions from, the limited liability company as a member. A person who is both a manager and a…

17-7695. Classes and voting; meetings of managers. (a) An operating agreement may provide for classes or groups of managers having such relative rights, powers and duties as the operating agreement may provide, and may make provision for the future creation in the manner provided…

17-7696. Remedies for breach of operating agreement by manager. An operating agreement may provide that: (a) A manager who fails to perform in accordance with, or to comply with the terms and conditions of, the operating agreement shall be subject to specified penalties or specif…

17-7697. Reliance on reports and information by member, manager or liquidating trustee. A member, manager or liquidating trustee of a limited liability company shall be fully protected in relying in good faith upon the records of the limited liability company and upon information…

17-7698. Delegation of rights, powers and duties to manage and control business and affairs by member or manager. Unless otherwise provided in the operating agreement, a member or manager of a limited liability company has the power and authority to delegate to one or more other …

17-7699. Form of contribution. The contribution of a member to a limited liability company may be in cash, property or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services. History: L. 1999, ch. 119, § 38; January 1, 20…

17-78-101. Citation of act. This act may be cited as the business entity transactions act. History: L. 2009, ch. 47, § 1; July 1, 2010. Law Review and Bar Journal References: "The Kansas Business Entity Transactions Act," Edwin W. Hecker, Jr., 80 J.K.B.A. No. 8, 21 (2011).

17-78-102. Definitions. As used in this act: (a) "Acquired entity" means the entity, all of one or more classes or series of interests in which are acquired in an interest exchange. (b) "Acquiring entity" means the entity that acquires all of one or more classes or series of inte…

17-78-103. Relationship of act to other laws. (a) Unless displaced by particular provisions of this act, the principles of law and equity supplement this act. (b) This act does not authorize an act prohibited by, and does not affect the application or requirements of, law other t…

17-78-104. Required notice or approval. (a) A domestic or foreign entity that is required to give notice to, or obtain the approval of, a governmental agency or officer in order to be a party to a merger shall give the notice or obtain the approval in order to be a party to an in…

17-78-105. Status of filings. A filing under this act signed by a domestic entity becomes part of the public organic document of the entity if the entity's organic law provides that similar filings under that law become part of the public organic document of the entity. History: …

17-78-106. Nonexclusivity. The fact that a transaction under this act produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law other than this act. History: L. 2009, ch. 47, § 6; July 1, 2010.

17-78-107. Reference to external facts. An agreement may refer to facts ascertainable outside of the agreement if the manner in which the facts will operate upon the agreement is specified in the agreement. The facts may include the occurrence of an event or a determination or ac…

17-78-108. Alternative means of approval of transactions. Except as otherwise provided in the organic law or organic rules of a domestic entity, approval of a transaction under this act by the unanimous vote or consent of its interest holders satisfies the requirements of this ac…

17-78-109. Appraisal rights. (a) An interest holder of a domestic merging, acquired, converting or domesticating entity is entitled to appraisal rights in connection with the transaction if the interest holder would have been entitled to appraisal rights under the entity's organi…

17-78-110. Excluded entities from transactions under act. The following entities may not participate in a transaction under this act: (a) Entities regulated under chapter 40 of the Kansas Statutes Annotated; (b) banks and trust companies organized under chapter 9 of the Kansas St…

17-78-201. Merger authorized. (a) Except as otherwise provided in this section, by complying with K.S.A. 17-78-201 through 17-78-206, and amendments thereto: (1) One or more domestic entities may merge with one or more domestic or foreign entities into a domestic or foreign survi…

17-78-202. Agreement of merger. (a) A domestic entity may become a party to a merger under K.S.A. 17-78-201 through 17-78-206, and amendments thereto, by approving an agreement of merger unless approval is not required under the circumstances stated in K.S.A. 17-78-203(c), and am…

17-78-203. Approval of merger; requirements. (a) Except as provided in subsection (c), an agreement of merger is not effective unless it has been approved: (1) By a domestic merging entity: (A) In accordance with the requirements, if any, in its organic law and organic rules for …

17-78-204. Amendment or termination of agreement of merger. (a) An agreement of merger of a domestic merging entity may be amended: (1) In the same manner as the agreement was approved, if the agreement does not provide for the manner in which it may be amended; or (2) by the gov…

17-78-205. Certificate of merger; contents; effective date. (a) A certificate of merger shall be signed on behalf of the surviving entity and filed with the secretary of state. (b) A certificate of merger shall contain: (1) The name, jurisdiction of organization and type of each …

17-78-206. Effect of merger. (a) When a merger becomes effective: (1) The surviving entity continues or comes into existence; (2) each merging entity that is not the surviving entity ceases to exist; (3) all property of each merging entity vests in the surviving entity without as…

17-78-301. Interest exchange authorized. (a) Except as otherwise provided in this section, by complying with K.S.A. 17-78-301 through 17-78-306, and amendments thereto: (1) A domestic entity may acquire all of one or more classes or series of interests of another domestic or fore…

17-78-302. Agreement of interest exchange. (a) A domestic entity may be the acquired entity in an interest exchange under K.S.A. 17-78-301 through 17-78-306, and amendments thereto, by approving an agreement of interest exchange. The agreement shall be in a record and contain: (1…

17-78-303. Approval of interest exchange. (a) An agreement of interest exchange is not effective unless it has been approved: (1) By a domestic acquired entity: (A) In accordance with the requirements, if any, in its organic law and organic rules for approval of an interest excha…

17-78-304. Amendment or termination of agreement of interest exchange. (a) An agreement of interest exchange of a domestic acquired entity may be amended: (1) In the same manner as the agreement was approved, if the agreement does not provide for the manner in which it may be ame…

17-78-305. Certificate of interest exchange; effective date. (a) A certificate of interest exchange shall be signed on behalf of a domestic acquired entity and filed with the secretary of state. (b) A certificate of interest exchange must contain: (1) The name and type of the acq…

17-78-306. Effect of interest exchange. (a) When an interest exchange becomes effective: (1) The interests in the acquired entity that are the subject of the interest exchange cease to exist or are converted or exchanged and the interest holders of those interests are entitled on…

17-78-401. Conversion authorized. (a) Except as otherwise provided in this section, by complying with K.S.A. 17-78-401 through 17-78-406, and amendments thereto, a domestic entity may become: (1) A domestic entity of a different type; or (2) a foreign entity of a different type, …

17-78-402. Agreement of conversion. (a) A domestic entity may convert to a different type of entity under K.S.A. 17-78-401 through 17-78-406, and amendments thereto, by approving an agreement of conversion. The agreement shall be in a record and contain: (1) The name and type of …

17-78-403. Approval of conversion. (a) An agreement of conversion is not effective unless it has been approved: (1) By a domestic converting entity: (A) In accordance with the requirements, if any, in its organic rules for approval of a conversion; (B) if its organic rules do not…

17-78-404. Amendment or termination of agreement of conversion. (a) An agreement of conversion of a domestic converting entity may be amended: (1) In the same manner as the agreement was approved, if the agreement does not provide for the manner in which it may be amended; or (2)…

17-78-405. Certificate of conversion; effective date. (a) A certificate of conversion shall be signed on behalf of the converting entity and filed with the secretary of state. (b) A certificate of conversion shall contain: (1) The name, jurisdiction of organization and type of th…

17-78-406. Effect of conversion. (a) When a conversion becomes effective: (1) The converted entity is: (A) Organized under and subject to the organic law of the converted entity; and (B) the same entity without interruption as the converting entity; (2) all property of the conver…

17-78-501. Domestication authorized. (a) Except as otherwise provided in this section, by complying with K.S.A. 17-78-501 through 17-78-506, and amendments thereto, a domestic entity may become a domestic entity of the same type in a foreign jurisdiction if the domestication is a…

17-78-502. Agreement of domestication. (a) A domestic entity may become a foreign entity in a domestication by approving an agreement of domestication. The agreement shall be in a record and contain: (1) The name and type of the domesticating entity; (2) the name and jurisdiction…

17-78-503. Approval of domestication. (a) An agreement of domestication is not effective unless it has been approved: (1) By a domestic domesticating entity: (A) In accordance with the requirements, if any, in its organic rules for approval of a domestication; (B) if its organic …

17-78-504. Amendment or termination of agreement of domestication. (a) An agreement of domestication of a domestic domesticating entity may be amended: (1) In the same manner as the agreement was approved, if the agreement does not provide for the manner in which it may be amende…

17-78-505. Certificate of domestication; effective date. (a) A certificate of domestication shall be signed on behalf of the domesticating entity and filed with the secretary of state. (b) A certificate of domestication shall contain: (1) The name, jurisdiction of organization an…

17-78-506. Effect of domestication. (a) When a domestication becomes effective: (1) The domesticated entity is: (A) Organized under and subject to the organic law of the domesticated entity; and (B) the same entity without interruption as the domesticating entity; (2) all propert…