reglab/housing_qa huggingface dataset:
KS Stat § 17-7213 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 72 - Close Corporations|17-7213 Appointment of provisional director for close corporation, when; qualifications, rights and powers of provisional director.

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 appoint a provisional director for a close corporation, if the directors are so divided respecting the management of the corporation's business and affairs that the votes required for action by the board of directors cannot be obtained, with the consequence that the business and affairs of the corporation can no longer be conducted to the advantage of the stockholders generally.(b) An application for relief under this section must be filed: (1) By at least 1/2 of the number of directors then in office; (2) by the holders of at least 1/3 of all stock then entitled to elect directors; or (3) if there be more than one class of stock then entitled to elect one or more directors, by the holders of 2/3 of the stock of any such class. The articles of incorporation of a close corporation may provide that a lesser proportion of the directors or of the stockholders or of a class of stockholders may apply for relief under this section.(c) A provisional director shall be an impartial person who is neither a stockholder nor a creditor of the corporation or of any subsidiary or affiliate of the corporation, and whose further qualifications, if any, may be determined by the district court. A provisional director is not a receiver of the corporation and does not have the title and powers of a custodian or receiver appointed under K.S.A. 17-6516 or 17-6901, and amendments thereto. A provisional director shall have all the rights and powers of a duly elected director of the corporation, including the right to notice of and to vote at meetings of directors, until such time as such person shall be removed by order of the court, or by the holders of a majority of all shares then entitled to vote to elect directors, or by the holders of 2/3 of the shares of that class of voting shares which filed the application for appointment of a provisional director. A provisional director's compensation shall be determined by agreement between such person and the corporation, subject to approval of the court, which may fix such person's compensation in the absence of agreement or in the event of disagreement between the provisional director and the corporation.(d) Even though the requirements of subsection (b), relating to the number of directors or stockholders who may petition for appointment of a provisional director are not satisfied, the district court, nevertheless, may appoint a provisional director if permitted by K.S.A. 17-7212(b), and amendments thereto.History: L. 1972, ch. 52, § 137; L. 2016, ch. 110, § 116; July 1.
KS Stat § 17-7214 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 72 - Close Corporations|17-7214 Operation of close corporation as partnership.

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 corporation, including but not limited to the management of its business or declaration and payment of dividends, or other division of profits, or the election of directors or officers, or the employment of stockholders by the corporation, or the arbitration of disputes, shall be invalid on the ground that it is an attempt by the parties to the agreement or by the stockholders of the corporation to treat the corporation as if it were a partnership, or to arrange relations among the stockholders or between the stockholders and the corporation in a manner that would be appropriate only among partners.History: L. 1972, ch. 52, § 138; July 1.
KS Stat § 17-7215 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 72 - Close Corporations|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.

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 any stockholder, or to the holders of any specified number or percentage of shares of any class of stock, an option to have the corporation dissolved at will or upon the occurrence of any specified event or contingency. Whenever any such option to dissolve is exercised, the stockholders exercising such option shall give written notice thereof to all other stockholders. After the expiration of 30 days following the sending of such notice, the dissolution of the corporation shall proceed as if the required number of stockholders having voting power had voted in favor thereof.(b) If the articles of incorporation, as originally filed, do not contain a provision authorized by subsection (a), the articles may be amended to include such provision if adopted by the affirmative vote of the holders of all the outstanding stock, whether or not entitled to vote, unless the articles of incorporation specifically authorize such an amendment by a vote which shall be not less than 2/3 of all the outstanding stock whether or not entitled to vote.(c) Each stock certificate in any corporation whose articles of incorporation authorize dissolution, as permitted by this section, shall conspicuously note on the face thereof or, in the case of uncertificated shares, contained in the notice sent pursuant to K.S.A. 17-6401(f), and amendments thereto, the existence of the provision. Unless noted conspicuously on the face of the stock certificate or in the notice sent pursuant to K.S.A. 17-6401(f), and amendments thereto, or unless the transferee had actual knowledge of or consented to the dissolution, the provision is ineffective.History: L. 1972, ch. 52, § 139; L. 2016, ch. 110, § 117; July 1.
KS Stat § 17-7216 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 72 - Close Corporations|17-7216 Effect of close corporation provisions on other laws.

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 the provisions of this act, but which is not a close corporation.History: L. 1972, ch. 52, § 140; L. 1973, ch. 100, § 17; July 1.
KS Stat § 17-72a01 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 72a - Public Benefit Corporations|17-72a01 Law applicable to public benefit corporations; how formed.

17-72a01. Law applicable to public benefit corporations; how formed. K.S.A. 2021 Supp. 17-72a01 through 17-72a09, and amendments thereto, apply to all public benefit corporations, as defined in K.S.A. 2021 Supp. 17-72a02, and amendments thereto. If a corporation elects to become a public benefit corporation under K.S.A. 2021 Supp. 17-72a01 through 17-72a09, and amendments thereto, in the manner prescribed in K.S.A. 2021 Supp. 17-72a01 through 17-72a09, and amendments thereto, it shall be subject in all respects to the provisions of the Kansas general corporation code, except to the extent K.S.A. 2021 Supp. 17-72a01 through 17-72a09, and amendments thereto, impose additional or different requirements, in which case such requirements shall apply.History: L. 2017, ch. 71, § 1; July 1.
KS Stat § 17-72a02 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 72a - Public Benefit Corporations|17-72a02 Public benefit corporation defined; contents of certificate of incorporation.

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 benefit or public benefits and to operate in a responsible and sustainable manner. To that end, a public benefit corporation shall be managed in a manner that balances the stockholders' pecuniary interests, the best interests of those materially affected by the corporation's conduct and the public benefit or public benefits identified in its articles of incorporation. In the articles of incorporation, a public benefit corporation shall:(1) Identify within its statement of business or purpose pursuant to K.S.A. 17-6002(a)(3), and amendments thereto, one or more specific public benefits to be promoted by the corporation; and(2) state within its heading the name of the corporation and that it is a public benefit corporation pursuant to K.S.A. 2021 Supp. 17-7919(b), and amendments thereto.(b) "Public benefit" means a positive effect, or reduction of negative effects, on one or more categories of persons, entities, communities or interests, other than stockholders in their capacities as stockholders, including, but not limited to, effects of an artistic, charitable, cultural, economic, educational, environmental, literary, medical, religious, scientific or technological nature. "Public benefit provisions" means the provisions of the articles of incorporation contemplated by this section.(c) If the name of a public benefit corporation does not contain language stated in K.S.A. 2021 Supp. 17-7919(b)(1) through (4), and amendments thereto, the corporation shall, prior to issuing unissued shares of stock or disposing of treasury shares, provide notice to any person to whom such stock is issued or who acquires such treasury shares that it is a public benefit corporation; but such notice need not be provided if the issuance or disposal is pursuant to an offering registered under the securities act of 1933, 15 U.S.C. § 77r et seq., or if, at the time of issuance or disposal, the corporation has a class of securities that is registered under the securities exchange act of 1934, 15 U.S.C. § 78a et seq.History: L. 2017, ch. 71, § 2; July 1.
KS Stat § 17-72a04 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 72a - Public Benefit Corporations|17-72a04 Stock certificates; notices regarding uncertificated stock.

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. 2021 Supp. 17-72a01 through 17-72a09, and amendments thereto. Any notice sent by a public benefit corporation pursuant to K.S.A. 17-6401(f), and amendments thereto, shall state conspicuously that the corporation is a public benefit corporation formed pursuant to K.S.A. 2021 Supp. 17-72a01 through 17-72a09, and amendments thereto.History: L. 2017, ch. 71, § 4; July 1.
KS Stat § 17-72a05 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 72a - Public Benefit Corporations|17-72a05 Duties of directors.

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 conduct and the specific public benefit or public benefits identified in its articles of incorporation.(b) A director of a public benefit corporation shall not, by virtue of the public benefit provisions or K.S.A. 2021 Supp. 17-72a02(a), and amendments thereto, have any duty to any person on account of any interest of such person in the public benefit or public benefits identified in the articles of incorporation or on account of any interest materially affected by the corporation's conduct and, with respect to a decision implicating the balance requirement in subsection (a), will be deemed to satisfy such director's fiduciary duties to stockholders and the corporation if such director's decision is both informed and disinterested and not such that no person of ordinary, sound judgment would approve.(c) The articles of incorporation of a public benefit corporation may include a provision that any disinterested failure to satisfy this section shall not, for the purposes of K.S.A. 17-6002(b)(8) or 17-6305, and amendments thereto, constitute an act or omission not in good faith, or a breach of the duty of loyalty.History: L. 2017, ch. 71, § 5; July 1.
KS Stat § 17-72a07 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 72a - Public Benefit Corporations|17-72a07 Derivative suits.

17-72a07. Derivative suits. Stockholders of a public benefit corporation owning individually or collectively, as of the date of instituting such derivative suit, at least 2% of the corporation's outstanding shares or, in the case of a corporation with shares listed on a national securities exchange, the lesser of such percentage or shares of at least $2,000,000 in market value, may maintain a derivative lawsuit to enforce the requirements set forth in K.S.A. 2021 Supp. 17-72a05(a), and amendments thereto.History: L. 2017, ch. 71, § 7; July 1.
KS Stat § 17-72a08 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 72a - Public Benefit Corporations|17-72a08 No effect on other corporations.

17-72a08. No effect on other corporations. K.S.A. 2021 Supp. 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 corporation, except as provided in K.S.A. 2021 Supp. 17-72a03, and amendments thereto.History: L. 2017, ch. 71, § 8; July 1.
KS Stat § 17-72a09 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 72a - Public Benefit Corporations|17-72a09 Application of the Kansas general corporation code to public benefit corporations.

17-72a09. Application of the Kansas general corporation code to public benefit corporations. K.S.A. 2021 Supp. 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 Statutes Annotated, and amendments thereto.History: L. 2017, ch. 71, § 9; July 1.
KS Stat § 17-7302 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 73 - Foreign Corporations|17-7302 Foreign corporation; filing of merger or consolidation information; amendments in articles of incorporation.

17-7302. Foreign corporation; filing of merger or consolidation information; amendments in 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 not admitted to do business in this state, such foreign corporation shall file with the secretary of state of this state, within 30 days after the time the merger or consolidation becomes effective, a certificate of the proper officer of the jurisdiction under the laws of which the merger or consolidation was effected, attesting to such merger or consolidation and stating:(1) The corporate parties thereto;(2) the time when such merger or consolidation became effective; and(3) that the resulting or surviving corporation is a corporation in good standing in such jurisdiction.(b) Whenever any foreign corporation admitted to do business in this state shall amend its articles of incorporation in a manner which affects any of the information contained on such corporation's application to do business in Kansas, the corporation shall file with the secretary of state, within 30 days after the amendment is adopted, a certificate of the proper officer of the jurisdiction in which such corporation has been incorporated attesting to such amendment. In the alternative, any foreign corporation may amend its original application for authority to do business in Kansas by filing a certificate of amendment certifying that such amendment has been duly adopted and executed in accordance with K.S.A. 2021 Supp. 17-7908 through 17-7910, and amendments thereto.History: L. 1972, ch. 52, § 142; L. 1973, ch. 100, § 19; L. 1978, ch. 80, § 5; L. 1987, ch. 89, § 3; L. 1998, ch. 189, § 22; L. 2000, ch. 39, § 45; L. 2004, ch. 143, § 79; L. 2016, ch. 110, § 118; July 1.
KS Stat § 17-7305 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 73 - Foreign Corporations|17-7305 Same; banking power denied; foreign corporations subject to laws governing domestic corporations.

17-7305. Same; 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 circulation as money, or the power of carrying on the business of receiving deposits of money.(b) Foreign corporations authorized to do business in this state which are organized to buy, sell and otherwise deal in notes, open accounts and other similar evidences of debt, or to loan money and to take notes, open accounts and other similar evidences of debt as collateral security therefor, shall not be deemed to be engaging in the business of banking.(c) Any corporation organized under the laws of another state, territory or foreign country, and authorized to do business in this state, shall be subject to the same provisions, judicial control, restrictions and penalties, except as otherwise provided in K.S.A. 17-7302 through 17-7308 and K.S.A. 2021 Supp. 17-7930 through 17-7937, and amendments thereto, as corporations organized under the laws of this state.History: L. 1972, ch. 52, § 145; L. 2016, ch. 110, § 119; July 1.
KS Stat § 17-7307 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 73 - Foreign Corporations|17-7307 Actions by and against unqualified foreign corporations.

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. 2021 Supp. 17-7930 through 17-7934, and amendments thereto, and which has done business in this state without authority shall not maintain any action or special proceeding in this state, unless and until such corporation has been authorized to do business in this state and has paid to the state all taxes, fees and penalties which would have been due for the years or parts thereof during which it did business in this state without authority. This prohibition shall not apply to any successor in interest of any such foreign corporation.(b) The failure of a foreign corporation to obtain authority to do business in this state shall not impair the validity of any contract or act of the foreign corporation or the right of any other party to the contract to maintain any action or special proceeding thereon, and shall not prevent the foreign corporation from defending any action or special proceeding in this state.(c) Any person having a cause of action against any foreign corporation, whether or not such corporation is qualified to do business in this state, which cause of action arose in Kansas out of such corporation doing business in Kansas, or arose while such corporation was doing business in Kansas, may file suit against the corporation in the proper court of a county in which there is proper venue. Service of process in any action shall be made in the manner prescribed by K.S.A. 60-304, and amendments thereto.History: L. 1972, ch. 52, § 147; L. 1973, ch. 100, § 21; L. 2016, ch. 110, § 120; July 1.
KS Stat § 17-7403 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 74 - Miscellaneous Provisions|17-7403 Rights, privileges and immunities under prior laws saved.

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, restrictions, liabilities and penalties imposed or required by and under laws enacted prior to the adoption or amendment of this act, shall not be impaired, diminished or affected by this act.History: L. 1972, ch. 52, § 151; July 1.
KS Stat § 17-7404 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 74 - Miscellaneous Provisions|17-7404 Citation of act.

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 1.
KS Stat § 17-7405 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 74 - Miscellaneous Provisions|17-7405 Effective date of L. 1988, Ch. 100.

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.
KS Stat § 17-7501 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 75 - Corporate Filings, Reports And Fees|17-7501 Definitions.

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 jurisdiction other than this state.(c) "Articles of incorporation" means the original articles of incorporation filed to create a corporation, but such term also includes the charter, articles of association and any other instrument by whatever name known under which a corporation has been or may be lawfully formed.(d) "Shareholder's equity" means the sum of: (1) Paid-in capital stock, except that paid-in capital stock shall not include any capital stock issued by a corporation and reacquired by such corporation through gift, purchase or otherwise and available for resale or retirement; (2) capital paid in, in excess of par; and (3) retained earnings, except that any moneys which have been allocated and are payable to the members of any corporation which is organized as a cooperative association or society shall not be included as part of the retained earnings of such corporation for the purpose of this act.(e) "Shareholder's equity attributable to Kansas" means the shareholder's equity of a corporation multiplied by a percentage which is the average of the following three percentages: (1) The average value of the corporation's real and tangible personal property owned or rented and used in this state during the next preceding tax period divided by the average total value of the corporation's real and tangible personal property owned or rented and used during the next preceding tax period; (2) the total amount of compensation paid by the corporation in this state during the next preceding tax period divided by the total amount of compensation paid everywhere by the corporation during the next preceding tax period; and (3) the total sales of the corporation in this state during the next preceding tax period divided by the total sales of the corporation everywhere during the next preceding tax period. If a corporation has no property or activity mentioned in one of the above factors, the appropriate percentage for that factor is 100%.(f) "Tax period" means a corporation's taxable year under the Kansas income tax act.History: L. 1972, ch. 54, § 1; L. 1973, ch. 101, § 1; L. 1991, ch. 76, § 3; July 1.