reglab/housing_qa huggingface dataset:
KS Stat § 17-6912 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 69 - Insolvency; Receivers|17-6912 Compromise or arrangement between corporation and stockholders or creditors.

17-6912. Compromise or arrangement between corporation and stockholders or creditors. (a) Whenever the provision permitted by subsection (b)(2) of K.S.A. 17-6002 is included in the original articles of incorporation of any corporation, all persons who become creditors or stockholders thereof shall be deemed to have become such creditors or stockholders subject in all respects to that provision and the same shall be absolutely binding upon them. Whenever that provision is inserted in the articles of incorporation of any such corporation by an amendment of its articles all persons who become creditors or stockholders of such corporation after such amendment shall be deemed to have become such creditors or stockholders subject in all respects to that provision, and the same shall be absolutely binding upon them.(b) The district court may administer and enforce any compromise or arrangement made pursuant to the provision contained in subsection (b)(2) of K.S.A. 17-6002, and it may restrain pendente lite all actions and proceedings against any corporation with respect to which the court shall have begun the administration and enforcement of that provision. The court also may appoint a temporary receiver for such corporation, with such powers as it deems proper, and may make and enforce such rules as it deems necessary for the exercise of such jurisdiction.History: L. 1972, ch. 52, § 115; July 1.
KS Stat § 17-7003 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 70 - Extension, Renewal Or Reinstatement Of Corporate Status|17-7003 Same; status of corporation.

17-7003. Same; status of corporation. Any corporation desiring to renew, extend and continue its corporate existence, shall, upon complying with the provisions of K.S.A. 17-7002, and amendments thereto, continue for the time stated in its certificate of renewal, as a corporation and shall, in addition to the rights, privileges and immunities conferred by its articles of incorporation, possess and enjoy all the benefits of this code, which are applicable to the nature of its business, and shall be subject to the restrictions and liabilities by this code imposed on such corporations.History: L. 1972, ch. 52, § 119; L. 2004, ch. 143, § 74; L. 2016, ch. 110, § 103; July 1.
KS Stat § 17-7101 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 71 - Actions Against Corporations, Directors, Officers Or Stockholders|17-7101 Actions against officers, directors or stockholders for debts of corporation; unsatisfied judgment against corporation.

17-7101. Actions against officers, directors or stockholders for debts of corporation; unsatisfied judgment against corporation. (a) When the officers, directors or stockholders of any corporation shall be liable by the provisions of this code to pay the debts of the corporation, or any part thereof, any person to whom they are liable may have an action against any one or more of them. The petition in any such action shall state the claim against the corporation and the ground on which the plaintiff expects to charge the defendants personally.(b) No suit shall be brought against any officer, director or stockholder for any debt of a corporation of which such person is an officer, director or stockholder, until judgment be obtained therefor against the corporation and execution thereon returned unsatisfied.History: L. 1972, ch. 52, § 120; L. 1973, ch. 100, § 15; L. 2016, ch. 110, § 104; July 1.
KS Stat § 17-7102 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 71 - Actions Against Corporations, Directors, Officers Or Stockholders|17-7102 Action by officer, director or stockholder against corporation for corporate debt paid.

17-7102. Action by officer, director or stockholder against corporation for corporate debt paid. When any officer, director or stockholder shall pay any debt of a corporation for which such person is made liable by the provisions of this code, such person may recover the amount so paid in an action against the corporation for money paid for its use. In any such action, only the property of the corporation shall be liable to be taken, and not the property of any stockholder.History: L. 1972, ch. 52, § 121; L. 2016, ch. 110, § 105; July 1.
KS Stat § 17-7103 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 71 - Actions Against Corporations, Directors, Officers Or Stockholders|17-7103 Effect of certain transactions on liability.

17-7103. Effect of certain transactions on liability. The liability of a corporation of this state, or the stockholders, directors or officers thereof, or the rights or remedies of the creditors thereof, or of persons doing or transacting business with the corporation, shall not in any way be lessened or impaired by the voluntary transfer or sale of the assets, properties and other rights of the corporation, or by the increase or decrease in the capital stock of the corporation, or by its merger or consolidation with one or more corporations, or other entities, or by any change or amendment in its articles of incorporation.History: L. 1972, ch. 52, § 122; L. 2004, ch. 143, § 75; January 1, 2005.
KS Stat § 17-7104 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 71 - Actions Against Corporations, Directors, Officers Or Stockholders|17-7104 Defective organization of corporation not a defense; judicial inquiry into regularity or validity of corporate organization.

17-7104. Defective organization of corporation not a defense; judicial inquiry into regularity or validity of corporate organization. (a) No domestic or foreign corporation shall be permitted to set up or rely upon the want of legal organization as a defense to any action against it; nor shall any person transacting business with such corporation, or sued for injury done to its property, be permitted to rely upon such want of legal organization as a defense.(b) This section shall not be construed to prevent judicial inquiry into the regularity or validity of the organization of a corporation, or its lawful possession of any corporate power it may assert in any other suit or proceeding where its corporate existence or the power to exercise the corporate rights it asserts is challenged, and evidence tending to sustain the challenge shall be admissible in any such suit or proceeding.History: L. 1972, ch. 52, § 123; L. 2004, ch. 143, § 76; January 1, 2005.
KS Stat § 17-7105 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 71 - Actions Against Corporations, Directors, Officers Or Stockholders|17-7105 Usury not a defense by corporation.

17-7105. Usury not a defense by corporation. No corporation shall plead any statute against usury in any court in any suit instituted to enforce the payment of any bond, note or other evidence of indebtedness issued or assumed by it.History: L. 1972, ch. 52, § 124; July 1.
KS Stat § 17-7201 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 72 - Close Corporations|17-7201 Laws applicable to close corporations.

17-7201. Laws applicable to close corporations. (a) K.S.A. 17-7201 through 17-7216, and amendments thereto, apply to all close corporations, as defined in K.S.A. 17-7202, and amendments thereto. Unless a corporation elects to become a close corporation under the foregoing sections in the manner prescribed therein, it shall be subject in all respects to the provisions of this code, except the provisions of K.S.A. 17-7201 through 17-7216, and amendments thereto.(b) All provisions of this code shall be applicable to all close corporations, as defined in K.S.A. 17-7202, and amendments thereto, except as otherwise provided in K.S.A. 17-7201 through 17-7216, and amendments thereto.History: L. 1972, ch. 52, § 125; L. 2016, ch. 110, § 106; July 1.
KS Stat § 17-7202 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 72 - Close Corporations|17-7202 Close corporation defined; contents of articles of incorporation; effect of joint held stock.

17-7202. Close corporation defined; contents of articles of incorporation; effect of joint held stock. (a) A close corporation is a corporation organized under this act whose articles of incorporation contain the provisions required by K.S.A. 17-6002, and amendments thereto, and, in addition, provide that:(1) All of the corporation's issued stock of all classes, exclusive of treasury shares, shall be held of record by not more than a specified number of persons, not exceeding 35; and(2) All of the issued stock of all classes shall be subject to one or more of the restrictions on transfer permitted by K.S.A. 17-6426, and amendments thereto; and(3) The corporation shall make no offering of any of its stock of any class which would constitute a "public offering" within the meaning of the United States securities act of 1933, as it may be amended from time to time.(b) The articles of incorporation of a close corporation may set forth the qualifications of stockholders, either by specifying classes of persons who shall be entitled to be holders of record of stock of any class, or by specifying classes of persons who shall not be entitled to be holders of stock of any class, or both.(c) For purposes of determining the number of holders of record of the stock of a close corporation, stock which is held in joint or common tenancy or by the entireties shall be treated as held by one stockholder.History: L. 1972, ch. 52, § 126; L. 2004, ch. 143, § 77; January 1, 2005.
KS Stat § 17-7203 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 72 - Close Corporations|17-7203 Formation of close corporation.

17-7203. Formation of close corporation. A close corporation shall be formed in accordance with K.S.A. 17-6001 and 17-6002 and K.S.A. 2021 Supp. 17-7908 through 17-7910, and amendments thereto, except that:(a) Its articles of incorporation shall contain a heading stating the name of the corporation and that it is a close corporation; and(b) its articles of incorporation shall contain the provisions required by K.S.A. 17-7202, and amendments thereto.History: L. 1972, ch. 52, § 127; L. 2016, ch. 110, § 107; July 1.
KS Stat § 17-7204 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 72 - Close Corporations|17-7204 Election of existing corporation to become close corporation.

17-7204. Election of existing corporation to become close corporation. Any corporation organized under the Kansas general corporation code may become a close corporation under K.S.A. 17-7201 through 17-7216, and amendments thereto, by executing and filing, in accordance with K.S.A. 2021 Supp. 17-7908 through 17-7910, and amendments thereto, a certificate of amendment of its articles of incorporation which shall contain: (a) A statement that it elects to become a close corporation; (b) the provisions required by K.S.A. 17-7202, and amendments thereto, to appear in the articles of incorporation of a close corporation; and (c) a heading stating the name of the corporation and that it is a close corporation. Such amendment shall be adopted in accordance with the requirements of K.S.A. 17-6601 or 17-6602, and amendments thereto, except that it must be approved by a vote of the holders of record of at least 2/3 of the shares of each class of stock of the corporation which are outstanding.History: L. 1972, ch. 52, § 128; L. 1973, ch. 100, § 16; L. 1998, ch. 189, § 21; L. 2000, ch. 39, § 42; L. 2016, ch. 110, § 108; July 1.
KS Stat § 17-7205 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 72 - Close Corporations|17-7205 Limitations on continuation of close corporation status.

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 deleting from its articles of incorporation the provisions required or permitted by K.S.A. 17-7202, and amendments thereto, to be stated in the articles of incorporation to qualify it as a close corporation; or(b) any one of the provisions or conditions required or permitted by K.S.A. 17-7202, and amendments thereto, to be stated in the articles of incorporation to qualify a corporation as a close corporation has been breached, in fact, and neither the corporation nor any of its stockholders takes the steps required by K.S.A. 17-7208, and amendments thereto, to prevent such loss of status or to remedy such breach.History: L. 1972, ch. 52, § 129; L. 2016, ch. 110, § 109; July 1.
KS Stat § 17-7206 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 72 - Close Corporations|17-7206 Voluntary termination of status as close corporation; amendment of articles of incorporation; vote required.

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 its articles of incorporation to delete therefrom the additional provisions required or permitted by K.S.A. 17-7202, and amendments thereto, to be stated in the articles of incorporation of a close corporation. Any such amendment shall be adopted and shall become effective in accordance with K.S.A. 17-6602, and amendments thereto, except that it must be approved by vote of the holders of record of at least 2/3 of the shares of each class of stock of the corporation which are outstanding.(b) The articles of incorporation of a close corporation may provide that on any amendment to terminate its status as a close corporation, a vote greater than 2/3 or a vote of all shares of any class shall be required; and if the articles of incorporation contain such a provision, that provision shall not be amended, repealed or modified by any vote less than such greater vote.History: L. 1972, ch. 52, § 130; L. 2016, ch. 110, § 110; July 1.
KS Stat § 17-7208 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 72 - Close Corporations|17-7208 Breach of condition necessary to status as close corporation; proceeding to prevent loss of status; jurisdiction and powers of district court.

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 articles of incorporation, pursuant to K.S.A. 17-7202, and amendments thereto, to qualify it as a close corporation has been breached, the corporation's status as a close corporation shall terminate unless:(1) Within 30 days after the occurrence of the event, or within 30 days after the event has been discovered, whichever is later, the corporation files with the secretary of state a certificate, executed in accordance with K.S.A. 2021 Supp. 17-7908 through 17-7910, and amendments thereto, stating that a specified provision or condition included in its articles of incorporation pursuant to K.S.A. 17-7202, and amendments thereto, to qualify it as a close corporation has ceased to be applicable, and furnishes a copy of such certificate to each stockholder; and(2) the corporation concurrently with the filing of such certificate takes such steps as are necessary to correct the situation which threatens its status as a close corporation, including, without limitation, the refusal to register the transfer of stock which has been wrongfully transferred as provided by K.S.A. 17-7207, and amendments thereto, or a proceeding under subsection (b).(b) The district court, upon the suit of the corporation or any stockholder, shall have jurisdiction to issue all orders necessary to prevent the corporation from losing its status as a close corporation, or to restore its status as a close corporation, by enjoining or setting aside any act or threatened act on the part of the corporation or a stockholder which would be inconsistent with any of the provisions or conditions required or permitted by K.S.A. 17-7202, and amendments thereto, to be stated in the articles of incorporation for a close corporation, unless it is an act approved in accordance with K.S.A. 17-7206, and amendments thereto. The district court may enjoin or set aside any transfer or threatened transfer of stock of a close corporation which is contrary to the terms of its articles of incorporation or of any transfer restriction permitted by K.S.A. 17-6426, and amendments thereto, and may enjoin any public offering, as defined in K.S.A. 17-7202, and amendments thereto, or threatened public offering of stock of the close corporation.History: L. 1972, ch. 52, § 132; L. 2000, ch. 39, § 43; L. 2016, ch. 110, § 112; July 1.
KS Stat § 17-7209 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 72 - Close Corporations|17-7209 Invalid transfer of close corporation's security; corporate option.

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 period of 30 days after the judgment setting aside the restriction becomes final, to acquire the restricted security at a price which is agreed upon by the parties, or if no agreement is reached as to price, then at the fair value as determined by the district court. In order to determine fair value, the court may appoint an appraiser to receive evidence and report to the court such appraiser's findings and recommendation as to fair value.History: L. 1972, ch. 52, § 133; L. 2016, ch. 110, § 113; July 1.
KS Stat § 17-7210 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 72 - Close Corporations|17-7210 Agreement of stockholders to restrict discretion or powers of board of directors of close corporation.

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 a party not a stockholder, is not invalid, as between the parties to the agreement, on the ground that it so relates to the conduct of the business and affairs of the corporation as to restrict or interfere with the discretion or powers of the board of directors. The effect of any such agreement shall be to relieve the directors and impose upon the stockholders who are parties to the agreement the liability for managerial acts or omissions which is imposed on directors, to the extent and so long as the discretion or powers of the board in its management of corporate affairs is controlled by such agreement.History: L. 1972, ch. 52, § 134; July 1.
KS Stat § 17-7211 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 72 - Close Corporations|17-7211 Management of close corporation by stockholders.

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 provision continues in effect: (1) No meeting of stockholders need be called to elect directors; (2) unless the context clearly requires otherwise, the stockholders of the corporation shall be deemed to be directors for purposes of applying provisions of this code; (3) unless provided otherwise in the articles of incorporation or by agreement made between the stockholders, action by stockholders shall be taken by the voting of shares of stock in the same manner as provided in K.S.A. 17-6502(a), and amendments thereto; and (4) the stockholders of the corporation shall be subject to all liabilities of directors. Such a provision may be inserted in the articles of incorporation by amendment, if all incorporators and subscribers or all holders of record of all of the outstanding stock, whether or not having voting power, authorize such a provision. An amendment to the articles of incorporation to delete such a provision shall be adopted by a vote of the holders of a majority of all outstanding stock of the corporation, whether or not otherwise entitled to vote.(b) If the articles of incorporation contain a provision authorized by this section, the existence of such provision shall be noted conspicuously on the face or back of every stock certificate issued by such corporation or, in the case of uncertificated shares, contained in the notice sent pursuant to K.S.A. 17-6401(f), and amendments thereto.History: L. 1972, ch. 52, § 135; L. 1975, ch. 145, § 1; L. 2016, ch. 110, § 114; July 1.
KS Stat § 17-7212 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 72 - Close Corporations|17-7212 Appointment of custodian for close corporation, when.

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 more persons to be custodians, and, if the corporation is insolvent, to be receivers, of any close corporation when:(1) Pursuant to K.S.A. 17-7211, and amendments thereto, the business and affairs of the corporation are managed by the stockholders and they are so divided that the business of the corporation is suffering or is threatened with irreparable injury, and any remedy with respect to such deadlock provided in the articles of incorporation or bylaws or in any written agreement of the stockholders has failed; or(2) the petitioning stockholder has the right to dissolution of the corporation under a provision of the articles of incorporation permitted by K.S.A. 17-7215, and amendments thereto.(b) In lieu of appointing a custodian for a close corporation under this section or K.S.A. 17-6516, and amendments thereto, the court may appoint a provisional director, whose powers and status shall be as provided in K.S.A. 17-7213, and amendments thereto, if the court determines that it would be in the best interest of the corporation. Such appointment shall not preclude any subsequent order of the court appointing a custodian for such corporation.History: L. 1972, ch. 52, § 136; L. 2016, ch. 110, § 115; July 1.