reglab/housing_qa huggingface dataset:
KS Stat § 17-78,402 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 78 - Business Entity Transactions Act|17-78,402 Agreement of conversion.

17-78-402. Agreement of conversion. (a) A domestic entity may convert to a different type of entity under K.S.A. 2021 Supp. 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 the converting entity;(2) the name, jurisdiction of organization and type of the converted entity;(3) the manner of converting the interests in the converting entity into interests, securities, obligations, rights to acquire interests or securities, cash, or other property or any combination of the foregoing;(4) the proposed public organic document of the converted entity if it will be a filing entity;(5) the full text of the private organic rules of the converted entity that are proposed to be in a record;(6) the other terms and conditions of the conversion; and(7) any other provision required by the law of this state or the organic rules of the converting entity.(b) An agreement of conversion may contain any other provision not prohibited by law.History: L. 2009, ch. 47, § 24; July 1, 2010.
KS Stat § 17-78,403 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 78 - Business Entity Transactions Act|17-78,403 Approval of conversion.

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 provide for approval of a conversion, 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 conversion 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 conversion were that type of merger; or(C) if neither its organic law nor organic rules provide for approval of a conversion 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 converting entity that will have interest holder liability for liabilities that arise after the conversion 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 conversion 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) A conversion of a foreign converting 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, § 25; July 1, 2010.
KS Stat § 17-78,404 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 78 - Business Entity Transactions Act|17-78,404 Amendment or termination of agreement of conversion.

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) 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 conversion 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 converting entity under the agreement;(B) the public organic document or private organic rules of the converted entity that will be in effect immediately after the conversion becomes effective, except for changes that do not require approval of the interest holders of the converted 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 conversion has been approved by a domestic converting entity and before a certificate of conversion 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 conversion is terminated after a certificate of conversion has been filed with the secretary of state and before the filing becomes effective, a certificate of termination, signed on behalf of the entity, shall be filed with the secretary of state before the time the certificate of conversion becomes effective. The certificate of termination takes effect upon filing and the conversion is terminated and does not become effective. The certificate of termination shall contain:(1) The name of the converting entity;(2) the date on which the certificate of conversion was filed; and(3) a statement that the conversion has been terminated in accordance with this section.History: L. 2009, ch. 47, § 26; July 1, 2010.
KS Stat § 17-78,405 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 78 - Business Entity Transactions Act|17-78,405 Certificate of conversion; effective date.

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 the converting entity;(2) the name, jurisdiction of organization and type of the converted entity;(3) if the certificate of conversion 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) if the converting entity is a domestic entity, a statement that the agreement of conversion was approved in accordance with K.S.A. 2021 Supp. 17-78-401 through 17-78-406, and amendments thereto, or, if the converting entity is a foreign entity, a statement that the conversion was approved by the foreign converting entity in accordance with the law of its jurisdiction of organization;(5) if the converted entity is a domestic filing entity, the text of its public organic document, as an attachment;(6) if the converted entity is a domestic limited liability partnership, the text of its statement of qualification, as an attachment; and(7) if the converted entity is a 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. 17-78-406, and amendments thereto.(c) In addition to the requirements of subsection (b), a certificate of conversion may contain any other provision not prohibited by law.(d) If the converted entity is a domestic entity, its name and public organic document, if any, must 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.(e) An agreement of conversion that is signed on behalf of a domestic converting entity and meets all of the requirements of subsection (b) may be filed with the secretary of state instead of a certificate of conversion and upon filing has the same effect. If an agreement of conversion is filed as provided in this subsection, references in this act to a certificate of conversion refer to the agreement of conversion filed under this subsection.(f) A certificate of conversion becomes effective upon the date and time of filing or the later date and time specified in the certificate of conversion.History: L. 2009, ch. 47, § 27; July 1, 2010.
KS Stat § 17-78,501 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 78 - Business Entity Transactions Act|17-78,501 Domestication authorized.

17-78-501. Domestication authorized. (a) Except as otherwise provided in this section, by complying with K.S.A. 2021 Supp. 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 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. 17-78-501 through 17-78-506, and amendments thereto, applicable to foreign entities a foreign entity may become a domestic entity of the same type in this state if the domestication is authorized by the law of the foreign entity's jurisdiction of organization.(c) When the term domestic entity is used in K.S.A. 2021 Supp. 17-78-501 through 17-78-506, and amendments thereto, with reference to a foreign jurisdiction, it means an entity whose internal affairs are governed by the law of the foreign jurisdiction.(d) If a protected agreement contains a provision that applies to a merger of a domestic entity but does not refer to a domestication, the provision applies to a domestication of the entity as if the domestication were a merger until the provision is amended after the effective date of this act.History: L. 2009, ch. 47, § 29; July 1, 2010.
KS Stat § 17-78,502 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 78 - Business Entity Transactions Act|17-78,502 Agreement of domestication.

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 of organization of the domesticated entity;(3) the manner of converting the interests in the domesticating entity into interests, securities, obligations, rights to acquire interests or securities, cash or other property or any combination of the foregoing;(4) the proposed public organic document of the domesticated entity if it is a filing entity;(5) the full text of the private organic rules of the domesticated entity that are proposed to be in a record;(6) the other terms and conditions of the domestication; and(7) any other provision required by the law of this state or the organic rules of the domesticating entity.(b) An agreement of domestication may contain any other provision not prohibited by law.History: L. 2009, ch. 47, § 30; July 1, 2010.
KS Stat § 17-78,503 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 78 - Business Entity Transactions Act|17-78,503 Approval of domestication.

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 rules do not provide for approval of a domestication, 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 domestication 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 domestication were that type of merger; or(C) if neither its organic law nor organic rules provide for approval of a domestication 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 domesticating entity that will have interest holder liability for liabilities that arise after the domestication becomes effective, unless, in the case of an entity that is not a corporation:(A) The organic rules of the entity in a record provide for the approval of a domestication 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) A domestication of a foreign domesticating entity is not effective unless it is approved in accordance with the law of the foreign entity's jurisdiction of organization.History: L. 2009, ch. 47, § 31; July 1, 2010.
KS Stat § 17-78,504 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 78 - Business Entity Transactions Act|17-78,504 Amendment or termination of agreement of domestication.

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 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 domestication 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 domesticating entity under the agreement;(B) the public organic document or private organic rules of the domesticated entity that will be in effect immediately after the domestication becomes effective, except for changes that do not require approval of the interest holders of the domesticated 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 domestication has been approved by a domestic domesticating entity and before a certificate of domestication 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 domestication is terminated after a certificate of domestication has been filed with the secretary of state and before the filing becomes effective, a certificate of termination, signed on behalf of the entity, shall be filed with the secretary of state before the time the certificate of domestication becomes effective. The certificate of termination takes effect upon filing and the domestication is terminated and does not become effective. The certificate of termination shall contain:(1) The name of the domesticating entity;(2) the date on which the certificate of domestication was filed; and(3) a statement that the domestication has been terminated in accordance with this section.History: L. 2009, ch. 47, § 32; July 1, 2010.
KS Stat § 17-78,505 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 78 - Business Entity Transactions Act|17-78,505 Certificate of domestication; effective date.

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 and type of the domesticating entity;(2) the name and jurisdiction of organization of the domesticated entity;(3) if the certificate of domestication 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) if the domesticating entity is a domestic entity, a statement that the agreement of domestication was approved in accordance with K.S.A. 2021 Supp. 17-78-501 through 17-78-506, and amendments thereto, or, if the domesticating entity is a foreign entity, a statement that the domestication was approved in accordance with the law of its jurisdiction of organization;(5) if the domesticated entity is a domestic filing entity, its public organic document, as an attachment;(6) if the domesticated entity is a domestic limited liability partnership, its statement of qualification, as an attachment; and(7) if the domesticated entity is a 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. 17-78-506, and amendments thereto.(c) In addition to the requirements of subsection (b), a certificate of domestication may contain any other provision not prohibited by law.(d) If the domesticated entity is a domestic entity, its name and public organic document, if any, must 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.(e) An agreement of domestication that is signed on behalf of a domesticating domestic entity and meets all of the requirements of subsection (b) may be filed with the secretary of state instead of a certificate of domestication and upon filing has the same effect. If an agreement of domestication is filed as provided in this subsection, references in this act to a certificate of domestication refer to the agreement of domestication filed under this subsection.(f) A certificate of domestication becomes effective upon the date and time of filing or the later date and time specified in the certificate of domestication.History: L. 2009, ch. 47, § 33; July 1, 2010.
KS Stat § 17-78,602 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 78 - Business Entity Transactions Act|17-78,602 Forms.

17-78-602. Forms. The secretary of state may prescribe and furnish on request forms for documents required or permitted to be filed by this act but their use is not mandatory.History: L. 2009, ch. 47, § 36; July 1, 2010.
KS Stat § 17-78,603 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 78 - Business Entity Transactions Act|17-78,603 Correcting filed document.

17-78-603. Correcting filed document. (a) A domestic or foreign entity may correct an instrument filed with the secretary of state if:(1) The document contains an inaccuracy; or(2) the document was defectively signed.(b) An instrument is corrected by filing with the secretary of state a certificate of correction that:(1) Describes the instrument to be corrected and states its filing date or has attached a copy of the instrument;(2) specifies the inaccuracy or defect to be corrected; and(3) corrects the inaccuracy or defect.(c) In lieu of filing a certificate of correction, the instrument may be corrected by filing with the secretary of state a corrected instrument. The corrected instrument shall be specifically designated as such in its heading, shall specify the inaccuracy or defect to be corrected, and shall set forth the entire instrument in corrected form.(d) A correction is effective on the effective date of the instrument it corrects except as to persons relying on the uncorrected instrument and adversely affected by the correction. As to those persons, the correction is effective when filed.History: L. 2009, ch. 47, § 37; July 1, 2010.
KS Stat § 17-78,604 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 78 - Business Entity Transactions Act|17-78,604 Evidentiary effect of copy of filed document.

17-78-604. Evidentiary effect of copy of filed document. A certified copy of the instrument from the secretary of state conclusively establishes that the original instrument is on file with the secretary of state.History: L. 2009, ch. 47, § 38; July 1, 2010.
KS Stat § 17-78,605 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 78 - Business Entity Transactions Act|17-78,605 Consistency of application.

17-78-605. Consistency of application. In applying and construing this act, consideration must be given to the need to promote consistency of the law with respect to its subject matter among states that enact it.History: L. 2009, ch. 47, § 39; July 1, 2010.
KS Stat § 17-78,606 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 78 - Business Entity Transactions Act|17-78,606 Relation to electronic signatures in global and national commerce act.

17-78-606. Relation to electronic signatures in global and national commerce act. This act modifies, limits and supersedes the federal electronic signatures in global and national commerce act 15 U.S.C. § 7001 et seq., but does not modify, limit or supersede section 101(c) of that act 15 U.S.C. § 7001(c) or authorize electronic delivery of any of the notices described in section 103(b) of that act 15 U.S.C. § 7003(b).History: L. 2009, ch. 47, § 40; July 1, 2010.
KS Stat § 17-78,607 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 78 - Business Entity Transactions Act|17-78,607 Savings clause.

17-78-607. Savings clause. This act does not affect an action or proceeding commenced or right accrued before the effective date of this act.History: L. 2009, ch. 47, § 41; July 1, 2010.
KS Stat § 17-7901 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 79 - Business Entity Standard Treatment Act|17-7901 Citation of act; applicability.

17-7901. Citation of act; applicability. (a) This act shall be known and may be cited as the business entity standard treatment act.(b) The provisions of this act shall apply to all documents related to corporations, limited liability companies, limited partnerships and limited liability partnerships required to be filed with the secretary of state pursuant to this act.(c) This section shall take effect on and after January 1, 2015.History: L. 2014, ch. 121, § 1; July 1.
KS Stat § 17-7902 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 79 - Business Entity Standard Treatment Act|17-7902 Definitions.

17-7902. Definitions. As used in this act:(a) "Covered entity" means:(1) A corporation;(2) a limited partnership;(3) a limited liability partnership; and(4) a limited liability company.(b) "Foreign covered entity" means a covered entity whose internal affairs are governed by the laws of a jurisdiction other than this state.(c) "Public organic document" means the filing of the public record which creates an entity and any amendment to or restatement of that record.(d) "Governor" means a person by or under whose authority the powers of an entity are exercised and under whose direction the business and affairs of the entity are managed pursuant to the organic law and organic rules of the entity.(e) "Organic law" means the statutes, if any, other than this act, governing the internal affairs of a covered entity.(f) "Organic rules" means the public organic document and private organic rules of an entity.(g) This section shall take effect on and after January 1, 2015.History: L. 2014, ch. 121, § 2; July 1.