reglab/housing_qa huggingface dataset:
KS Stat § 17-78,109 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 78 - Business Entity Transactions Act|17-78,109 Appraisal rights.

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 organic law in connection with a merger in which the interest of the interest holder was changed, converted or exchanged unless:(1) The organic law permits the organic rules to limit the availability of appraisal rights; and(2) the organic rules provide such a limit.(b) An interest holder of a domestic merging, acquired, converting or domesticating entity is entitled to contractual appraisal rights in connection with a transaction under this act to the extent provided:(1) In the entity's organic rules;(2) in the agreement; or(3) in the case of a corporation, by action of its governors.(c) If an interest holder is entitled to contractual appraisal rights under subsection (b) and the entity's organic law does not provide procedures for the conduct of an appraisal rights proceeding, the general corporate code applies to the extent practicable or as otherwise provided in the entity's organic rules or the agreement.History: L. 2009, ch. 47, § 9; July 1, 2010.
KS Stat § 17-78,110 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 78 - Business Entity Transactions Act|17-78,110 Excluded entities and transactions.

17-78-110. Excluded entities and transactions. 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 Statutes Annotated;(c) credit unions organized under K.S.A. 17-2201 et seq., and amendments thereto; and(d) professional corporations formed under the Kansas professional corporation law or limited liability companies organized under the Kansas revised limited liability company act to render a professional service, as defined at K.S.A. 17-2707, and amendments thereto.History: L. 2009, ch. 47, § 10; July 1, 2010.
KS Stat § 17-78,201 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 78 - Business Entity Transactions Act|17-78,201 Merger authorized.

17-78-201. Merger authorized. (a) Except as otherwise provided in this section, by complying with K.S.A. 2021 Supp. 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 surviving entity; and(2) two or more foreign entities may merge into a domestic entity.(b) Except as otherwise provided in this section, by complying with the provisions of K.S.A. 2021 Supp. 17-78-201 through 17-78-206, and amendments thereto, applicable to foreign entities a foreign entity may be a party to a merger under K.S.A. 2021 Supp. 17-78-201 through 17-78-206, and amendments thereto, or may be the surviving entity in such a merger if the merger is authorized by the law of the foreign entity's jurisdiction of organization.(c) K.S.A. 2021 Supp. 17-78-201 through 17-78-206, and amendments thereto, do not apply to the following mergers:(1) A merger between any two or more domestic corporations or one or more domestic corporations and one or more foreign corporations pursuant to K.S.A. 17-6701 et seq., and amendments thereto;(2) a merger between any two or more partnerships pursuant to K.S.A. 56a-905, and amendments thereto; or(3) a merger between any two or more domestic limited liability companies or one or more domestic limited liability companies and one or more foreign limited liability companies pursuant to K.S.A. 17-7681, and amendments thereto.History: L. 2009, ch. 47, § 11; L. 2010, ch. 38, § 1; July 1.
KS Stat § 17-78,202 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 78 - Business Entity Transactions Act|17-78,202 Agreement of merger.

17-78-202. Agreement of merger. (a) A domestic entity may become a party to a merger under K.S.A. 2021 Supp. 17-78-201 through 17-78-206, and amendments thereto, by approving an agreement of merger. The agreement shall be in a record and contain:(1) As to each merging entity, its name, jurisdiction of organization and type;(2) if the surviving entity is to be created in the merger, a statement to that effect and its name, jurisdiction of organization and type;(3) the manner of converting the interests in each party to the merger into interests, securities, obligations, rights to acquire interests or securities, cash or other property or any combination of the foregoing;(4) if the surviving entity exists before the merger, any proposed amendments to its public organic document or to its private organic rules that are, or are proposed to be, in a record;(5) if the surviving entity is to be created in the merger, its proposed public organic document, if any, and the full text of its private organic rules that are proposed to be in a record;(6) the other terms and conditions of the merger; and(7) any other provision required by the law of a merging entity's jurisdiction of organization or the organic rules of a merging entity.(b) An agreement of merger shall be signed on behalf of each merging entity.(c) An agreement of merger may contain any other provision not prohibited by law.History: L. 2009, ch. 47, § 12; July 1, 2010.
KS Stat § 17-78,203 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 78 - Business Entity Transactions Act|17-78,203 Approval of merger.

17-78-203. Approval of merger. (a) 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 approval of:(i) In the case of an entity that is not a corporation, a merger; or(ii) in the case of a corporation, a merger requiring approval by a vote of the interest holders of the corporation; or(B) if neither its organic law nor organic rules provide for approval of a merger described in subparagraph (A), by all of the interest holders of the entity entitled to vote on or consent to any matter; and(2) in a record, by each interest holder of a domestic merging entity that will have interest holder liability for liabilities that arise after the merger becomes effective, unless, in the case of an entity that is not a corporation:(A) The organic rules of the entity provide in a record for the approval of a merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all of the interest holders; and(B) the interest holder voted for or consented in a record to that provision of the organic rules or became an interest holder after the adoption of that provision.(b) A merger involving a foreign merging entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of organization.History: L. 2009, ch. 47, § 13; July 1, 2010.
KS Stat § 17-78,204 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 78 - Business Entity Transactions Act|17-78,204 Amendment or termination of agreement of merger.

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 governors or interest holders of the entity in the manner provided in the agreement, but an interest holder that was entitled to vote on or consent to approval of the merger is entitled to vote on or consent to any amendment of the agreement that will change:(A) The amount or kind of interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination of the foregoing, to be received by the interest holders of any party to the agreement;(B) the public organic document or private organic rules of the surviving entity that will be in effect immediately after the merger becomes effective, except for changes that do not require approval of the interest holders of the surviving entity under its organic law or organic rules; or(C) any other terms or conditions of the agreement, if the change would adversely affect the interest holder in any material respect.(b) After an agreement of merger has been approved by a domestic merging entity and before a certificate of merger becomes effective, the agreement may be terminated:(1) As provided in the agreement; or(2) unless prohibited by the agreement, in the same manner as the agreement was approved.(c) If an agreement of merger is terminated after a certificate of merger has been filed with the secretary of state and before the filing becomes effective, a certificate of termination, signed on behalf of a merging entity, shall be filed with the secretary of state before the time the certificate of merger becomes effective. The certificate of termination takes effect upon filing, and the merger is terminated and does not become effective. The certificate of termination shall contain:(1) The name of each merging or surviving entity that is a domestic entity or a qualified foreign entity;(2) the date on which the certificate of merger was filed; and(3) a statement that the merger has been terminated in accordance with this section.History: L. 2009, ch. 47, § 14; July 1, 2010.
KS Stat § 17-78,205 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 78 - Business Entity Transactions Act|17-78,205 Certificate of merger; effective date.

17-78-205. Certificate of merger; 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 merging entity that is not the surviving entity;(2) the name, jurisdiction of organization and type of the surviving entity;(3) if the certificate of merger is not to be effective upon filing, the later date and time on which it will become effective, which may not be more than 90 days after the date of filing;(4) a statement that the merger was approved by each domestic merging entity, if any, in accordance with K.S.A. 2021 Supp. 17-78-201 through 17-78-206, and amendments thereto, and by each foreign merging entity, if any, in accordance with the law of its jurisdiction of organization;(5) if the surviving entity exists before the merger and is a domestic filing entity, any amendment to its public organic document approved as part of the agreement of merger;(6) if the surviving entity is created by the merger and is a domestic filing entity, its public organic document, as an attachment;(7) if the surviving entity is created by the merger and is a domestic limited liability partnership, its statement of qualification, as an attachment; and(8) if the surviving entity is a foreign entity that is not a qualified foreign entity, a mailing address to which the secretary of state may send any process served on the secretary of state pursuant to subsection (e) of K.S.A. 2021 Supp. 17-78-206, and amendments thereto.(c) In addition to the requirements of subsection (b), a certificate of merger may contain any other provision not prohibited by law.(d) If the surviving entity is a domestic entity, its name and any attached public organic document shall satisfy the requirements of the law of this state, except that it does not need to be signed and may omit any provision that is not required to be included in a restatement of the public organic document. If the surviving entity is a qualified foreign entity, its name shall satisfy the requirements of the law of this state.(e) An agreement of merger that is signed on behalf of all of the merging entities and meets all of the requirements of subsection (b) may be filed with the secretary of state instead of a certificate of merger and upon filing has the same effect. If an agreement of merger is filed as provided in this subsection, references in this act to a certificate of merger refer to the agreement of merger filed under this subsection.(f) A certificate of merger becomes effective upon the date and time of filing or the later date and time specified in the certificate of merger.History: L. 2009, ch. 47, § 15; July 1, 2010.
KS Stat § 17-78,301 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 78 - Business Entity Transactions Act|17-78,301 Interest exchange authorized.

17-78-301. Interest exchange authorized. (a) Except as otherwise provided in this section, by complying with K.S.A. 2021 Supp. 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 foreign entity in exchange for interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination of the foregoing; or(2) all of one or more classes or series of interests of a domestic entity may be acquired by another domestic or foreign entity in exchange for interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination of the foregoing.(b) Except as otherwise provided in this section, by complying with the provisions of K.S.A. 2021 Supp. 17-78-301 through 17-78-306, and amendments thereto, applicable to foreign entities a foreign entity may be the acquiring or acquired entity in an interest exchange under K.S.A. 2021 Supp. 17-78-301 through 17-78-306, and amendments thereto, if the interest exchange is authorized by the law of the foreign entity's jurisdiction of organization.(c) If a protected agreement contains a provision that applies to a merger of a domestic entity but does not refer to an interest exchange, the provision applies to an interest exchange in which the domestic entity is the acquired entity as if the interest exchange were a merger until the provision is amended after the effective date of this act.History: L. 2009, ch. 47, § 17; July 1, 2010.
KS Stat § 17-78,302 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 78 - Business Entity Transactions Act|17-78,302 Agreement of interest exchange.

17-78-302. Agreement of interest exchange. (a) A domestic entity may be the acquired entity in an interest exchange under K.S.A. 2021 Supp. 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) The name and type of the acquired entity;(2) the name, jurisdiction of organization and type of the acquiring entity;(3) the manner of converting the interests in the acquired entity into interests, securities, obligations, rights to acquire interests or securities, cash, or other property or any combination of the foregoing;(4) any proposed amendments to the public organic document or private organic rules that are, or are proposed to be, in a record of the acquired entity;(5) the other terms and conditions of the interest exchange; and(6) any other provision required by the law of this state or the organic rules of the acquired entity.(b) An agreement of interest exchange may contain any other provision not prohibited by law.History: L. 2009, ch. 47, § 18; July 1, 2010.
KS Stat § 17-78,303 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 78 - Business Entity Transactions Act|17-78,303 Approval of interest exchange.

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 exchange;(B) except as otherwise provided in subsection (d), if neither its organic law nor organic rules provide for approval of an interest exchange, in accordance with the requirements, if any, in its organic law and organic rules for approval of:(i) In the case of an entity that is not a corporation, a merger, as if the interest exchange were a merger; or(ii) in the case of a corporation, a merger requiring approval by a vote of the interest holders of the corporation, as if the interest exchange were that type of merger; or(C) if neither its organic law nor organic rules provide for approval of an interest exchange or a merger described in subparagraph (B), by all of the interest holders of the entity entitled to vote on or consent to any matter; and(2) in a record, by each interest holder of a domestic acquired entity that will have interest holder liability for liabilities that arise after the interest exchange becomes effective, unless, in the case of an entity that is not a corporation:(A) The organic rules of the entity provide in a record for the approval of an interest exchange or a merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all of the interest holders; and(B) the interest holder voted for or consented in a record to that provision of the organic rules or became an interest holder after the adoption of that provision.(b) An interest exchange involving a foreign acquired entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of organization.(c) Except as otherwise provided in its organic law or organic rules, the interest holders of the acquiring entity are not required to approve the interest exchange.(d) A provision of the organic law of a domestic acquired entity that would permit a merger between the acquired entity and the acquiring entity to be approved without the vote or consent of the interest holders of the acquired entity because of the percentage of interests in the acquired entity held by the acquiring entity does not apply to approval of an interest exchange under subsection (a)(1)(B).History: L. 2009, ch. 47, § 19; July 1, 2010.
KS Stat § 17-78,304 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 78 - Business Entity Transactions Act|17-78,304 Amendment or termination of agreement of interest exchange.

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 amended; or(2) by the governors or interest holders of the entity in the manner provided in the agreement, but an interest holder that was entitled to vote on or consent to approval of the interest exchange is entitled to vote on or consent to any amendment of the agreement that will change:(A) The amount or kind of interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination of the foregoing, to be received by any of the interest holders of the acquired entity under the agreement;(B) the public organic document or private organic rules of the acquired entity that will be in effect immediately after the interest exchange becomes effective, except for changes that do not require approval of the interest holders of the acquired entity under its organic law or organic rules; or(C) any other terms or conditions of the agreement, if the change would adversely affect the interest holder in any material respect.(b) After an agreement of interest exchange has been approved by a domestic acquired entity and before a certificate of interest exchange becomes effective, the agreement may be terminated:(1) As provided in the agreement; or(2) unless prohibited by the agreement, in the same manner as the agreement was approved.(c) If an agreement of interest exchange is terminated after a certificate of interest exchange has been filed with the secretary of state and before the filing becomes effective, a certificate of termination, signed on behalf of the acquired entity, shall be filed with the secretary of state before the time the certificate of interest exchange becomes effective. The certificate of termination takes effect upon filing and the interest exchange is terminated and does not become effective. The certificate of termination must contain:(1) The name of the acquired entity;(2) the date on which the certificate of interest exchange was filed; and(3) a statement that the interest exchange has been terminated in accordance with this section.History: L. 2009, ch. 47, § 20; July 1, 2010.
KS Stat § 17-78,305 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 78 - Business Entity Transactions Act|17-78,305 Certificate of interest exchange; effective date.

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 acquired entity;(2) the name, jurisdiction of organization and type of the acquiring entity;(3) if the certificate of interest exchange is not to be effective upon filing, the later date and time on which it will become effective, which may not be more than 90 days after the date of filing;(4) a statement that the agreement of interest exchange was approved by the acquired entity in accordance with K.S.A. 2021 Supp. 17-78-301 through 17-78-306, and amendments thereto; and(5) any amendments to the acquired entity's public organic document approved as part of the agreement of interest exchange.(c) In addition to the requirements of subsection (b), a certificate of interest exchange may contain any other provision not prohibited by law.(d) An agreement of interest exchange that is signed on behalf of a domestic acquired entity and meets all of the requirements of subsection (b) may be filed with the secretary of state instead of a certificate of interest exchange and upon filing has the same effect. If an agreement of interest exchange is filed as provided in this subsection, references in this act to a certificate of interest exchange refer to the agreement of interest exchange filed under this subsection.(e) A certificate of interest exchange becomes effective upon the date and time of filing or the later date and time specified in the certificate of interest exchange.History: L. 2009, ch. 47, § 21; July 1, 2010.
KS Stat § 17-78,401 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 78 - Business Entity Transactions Act|17-78,401 Conversion authorized.

17-78-401. Conversion authorized. (a) Except as otherwise provided in this section, by complying with K.S.A. 2021 Supp. 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, if the conversion is authorized by the law of the foreign jurisdiction.(b) Except as otherwise provided in this section, by complying with the provisions of K.S.A. 2021 Supp. 17-78-401 through 17-78-406, and amendments thereto, applicable to foreign entities a foreign entity may become a domestic entity of a different type if the conversion is authorized by the law of the foreign entity's jurisdiction of organization.(c) If a protected agreement contains a provision that applies to a merger of a domestic entity but does not refer to a conversion, the provision applies to a conversion of the entity as if the conversion were a merger until the provision is amended after the effective date of this act.History: L. 2009, ch. 47, § 23; July 1, 2010.