reglab/statecodes huggingface dataset:
2023 Kansas Statutes › Chapter 17 - Corporations › Article 60 - Formation Of Corporations › 17-6003 Execution of deed or other instrument conveying land, real estate or interests therein by corporation; power of attorney.

17-6003. Execution of deed or other instrument conveying land, real estate or interests therein by corporation; power of attorney.
(a) If another section of this act or any other law of this state specifically prescribes a manner of executing or filing a specified instrument or a time when such instrument shall become effective, which differs from the corresponding provisions of this section, then the provisions of such other section shall govern.
(b) When any corporation conveys any lands or interests therein by deed or other appropriate instrument of conveyance, such deed or instrument shall be executed on behalf of the corporation by any authorized officer of the corporation. Such deed or instrument, when acknowledged by such officer to be the act of the corporation, or proved in the same manner provided for other conveyances of lands, may be recorded in the same manner and with the same effect as other deeds. Corporations likewise shall have power to convey by an agent or attorney so authorized under power of attorney or other instrument containing a power to convey real estate or any interest therein, which power of attorney shall be executed by the corporation in the same manner as herein provided for the execution of deeds or other instruments of conveyance.
History:
L. 1972, ch. 52, § 3; L. 1973, ch. 100, § 2; L. 1984, ch. 201, § 12; L. 1987, ch. 89, § 1; L. 1998, ch. 39, § 1; L. 1999, ch. 41, § 10; L. 1999, ch. 149, § 1; L. 2000, ch. 39, § 1; L. 2004, ch. 143, § 2; L. 2009, ch. 64, § 1; L. 2014, ch. 121, § 41; January 1, 2015.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 60 - Formation Of Corporations › 17-6004 Articles of incorporation, defined.

17-6004. Articles of incorporation, defined.
"Articles of incorporation," as used in this code, unless the context requires otherwise, includes not only the original articles of incorporation filed to create a corporation, including the charter, articles of association and any other instrument by whatever name known which a corporation has been or may be lawfully formed, but it also includes all other certificates, agreements of merger or consolidation, plans of reorganization or other instruments, however designated, that are filed pursuant to K.S.A. 17-7910, and amendments thereto, or any other section of this code, the business entity transactions act, K.S.A. 17-78-101 to 17-78-607, and amendments thereto, or the business entity standard treatment act, K.S.A. 17-7901 to 17-7939, and amendments thereto, and that have the effect of amending or supplementing in some respect a corporation's articles of incorporation.
History:
L. 1972, ch. 52, § 4; L. 2016, ch. 110, § 16; L. 2023, ch. 66, § 7; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 60 - Formation Of Corporations › 17-6005 Evidentiary effect of articles of incorporation and other corporate instruments filed with secretary of state.

17-6005.
Evidentiary effect of articles of incorporation and other corporate instruments filed with secretary of state.
A copy of the articles of incorporation, or of a restated articles of incorporation, or of any other certificate or instrument which has been filed in the office of the secretary of state as required by any provision of this act, when duly certified by the secretary of state shall be received in all courts, public offices and official bodies as prima facie evidence of:
(a) Due execution and filing of the instrument;
(b) observance and performance of all acts and conditions necessary to have been observed and performed precedent to the instrument becoming effective; and
(c) any other facts required or permitted by law to be stated in the instrument.
History:
L. 1972, ch. 52, § 5; L. 1998, ch. 189, § 9; L. 2000, ch. 39, § 18; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 60 - Formation Of Corporations › 17-6006 Commencement of corporate existence.

17-6006. Commencement of corporate existence.
Upon the filing with the secretary of state of the articles of incorporation, executed and filed in accordance with K.S.A. 17-7908 through 17-7910, and amendments thereto, the incorporator or incorporators who signed the certificate, and such incorporator's successors and assigns, shall be and constitute a body corporate from the date of such filing by the name set forth in the articles, subject to the provisions of K.S.A. 17-7911, and amendments thereto, and subject to dissolution or other termination of its existence as provided in this code.
History:
L. 1972, ch. 52, § 6; L. 2000, ch. 39, § 19; L. 2016, ch. 110, § 17; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 60 - Formation Of Corporations › 17-6007 Powers of incorporators.

17-6007. Powers of incorporators.
If the persons who are to serve as directors until the first annual meeting of stockholders have not been named in the articles of incorporation, the incorporator or incorporators, until the directors are elected, shall manage the affairs of the corporation and may do whatever is necessary and proper to perfect the organization of the corporation, including the adoption of the original bylaws of the corporation and the election of directors.
History:
L. 1972, ch. 52, § 7; L. 2016, ch. 110, § 18; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 60 - Formation Of Corporations › 17-6009 Bylaws; adoption, amendment or repeal; contents.

17-6009. Bylaws; adoption, amendment or repeal; contents.
(a) The right to adopt, amend or repeal bylaws of any corporation in existence on July 1, 1972, shall be vested in the corporation's board of directors, unless otherwise provided in such corporation's articles of incorporation and subject to the right of the stockholders to adopt, amend or repeal the bylaws. For all other corporations, the original or other bylaws of a corporation may be adopted, amended or repealed by the incorporators, unless the initial directors were named in the articles of incorporation, or, before a corporation has received any payment for any of its stock or, in the case of a nonstock corporation, before any person has been admitted to membership in the corporation, by its board of directors or governing body, as the case may be. After a corporation has received any payment for any of its stock or, in the case of a nonstock corporation, after any person has been admitted to membership in the corporation, the power to adopt, amend or repeal bylaws shall be in the stockholders entitled to vote or, in the case of a nonstock corporation, in its members entitled to vote except that, any corporation, in its articles of incorporation, may confer the power to adopt, amend or repeal bylaws upon the directors or, in the case of a nonstock corporation, upon its governing body by whatever name designated. The fact that such power has been so conferred upon the directors or governing body, as the case may be, shall not divest the stockholders or members of the power, nor limit their power to adopt, amend or repeal bylaws.
(b) The bylaws may contain any provision, not inconsistent with law or with the articles of incorporation, relating to the business of the corporation, the conduct of its affairs, and its rights or powers or the rights or powers of its stockholders, directors, officers or employees. The bylaws may not contain any provision that would impose liability on a stockholder for the attorney fees or expenses of the corporation or any other party in connection with an internal corporate claim, as defined in K.S.A. 17-6015, and amendments thereto.
History:
L. 1972, ch. 52, § 9; L. 1977, ch. 80, § 1; L. 1988, ch. 99, § 4; Revived and amended, L. 1988, ch. 100, § 4; L. 1992, ch. 270, § 2; L. 2016, ch. 110, § 20; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 60 - Formation Of Corporations › 17-6011 Jurisdiction to interpret, apply, enforce or determine the validity of corporate instruments and provisions of the Kansas general corporation code.

17-6011. Jurisdiction to interpret, apply, enforce or determine the validity of corporate instruments and provisions of the Kansas general corporation code.
(a) Any civil action to interpret, apply, enforce or determine the validity of the provisions of the following may be brought in the district court, except to the extent that a statute confers exclusive jurisdiction on a court, agency or tribunal other than the district court:
(1) The articles of incorporation or bylaws of a corporation;
(2) any instrument, document or agreement:
(A) By which a corporation creates or sells, or offers to create or sell, any of its stock, or any rights or options respecting its stock;
(B) to which a corporation and one or more holders of its stock are parties, and pursuant to which any such holder or holders sell or offer to sell any such stock; or
(C) by which a corporation agrees to sell, lease or exchange any of its property or assets, and such instrument, document or agreement provides that one or more holders of its stock approve of or consent to such sale, lease or exchange;
(3) any written restrictions on the transfer, registration of transfer or ownership of securities under K.S.A. 17-6426, and amendments thereto;
(4) any proxy under K.S.A. 17-6502 or 17-6505, and amendments thereto;
(5) any voting trust or other voting agreement under K.S.A. 17-6508, and amendments thereto;
(6) any agreement, certificate of merger or consolidation or certificate of ownership and merger governed by K.S.A. 17-6701 through 17-6703 or 17-6705 through 17-6708, and amendments thereto;
(7) any certificate of conversion under K.S.A. 17-6713, and amendments thereto; or
(8) any other instrument, document, agreement or certificate required by any provision of this code.
(b) Any civil action to interpret, apply or enforce any provision of this code may be brought in the district court.
History:
L. 2016, ch. 110, § 1; L. 2023, ch. 66, § 10; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 60 - Formation Of Corporations › 17-6012 Access to proxy solicitation materials.

17-6012. Access to proxy solicitation materials.
(a) The bylaws may provide that if the corporation solicits proxies with respect to an election of directors, it may be required, to the extent and subject to such procedures or conditions as may be provided in the bylaws, to include in its proxy solicitation materials, including any form of proxy it distributes, in addition to individuals nominated by the board of directors, one or more individuals nominated by a stockholder. Such procedures or conditions may include any of the following:
(1) A provision requiring a minimum record or beneficial ownership, or duration of ownership, of shares of the corporation's capital stock, by the nominating stockholder, and defining beneficial ownership to take into account options or other rights in respect of or related to such stock;
(2) a provision requiring the nominating stockholder to submit specified information concerning the stockholder and the stockholder's nominees, including information concerning ownership by such persons of shares of the corporation's capital stock, or options or other rights in respect of or related to such stock;
(3) a provision conditioning eligibility to require inclusion in the corporation's proxy solicitation materials upon the number or proportion of directors nominated by stockholders or whether the stockholder previously sought to require such inclusion;
(4) a provision precluding nominations by any person if such person, any nominee of such person, or any affiliate or associate of such person or nominee, has acquired or publicly proposed to acquire shares constituting a specified percentage of the voting power of the corporation's outstanding voting stock within a specified period before the election of directors;
(5) a provision requiring that the nominating stockholder undertake to indemnify the corporation in respect of any loss arising as a result of any false or misleading information or statement submitted by the nominating stockholder in connection with a nomination; and
(6) any other lawful condition.
(b) This section shall be part of and supplemental to article 60 of chapter 17 of the Kansas Statutes Annotated, and amendments thereto.
History:
L. 2016, ch. 110, § 2; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 60 - Formation Of Corporations › 17-6013 Proxy expense reimbursement.

17-6013. Proxy expense reimbursement.
(a) The bylaws may provide for the reimbursement by the corporation of expenses incurred by a stockholder in soliciting proxies in connection with an election of directors, subject to such procedures or conditions as the bylaws may prescribe, including:
(1) Conditioning eligibility for reimbursement upon the number or proportion of persons nominated by the stockholder seeking reimbursement or whether such stockholder previously sought reimbursement for similar expenses;
(2) limitations on the amount of reimbursement based upon the proportion of votes cast in favor of one or more of the persons nominated by the stockholder seeking reimbursement, or upon the amount spent by the corporation in soliciting proxies in connection with the election;
(3) limitations concerning elections of directors by cumulative voting pursuant to K.S.A. 17-6504, and amendments thereto; or
(4) any other lawful condition.
(b) No bylaw so adopted shall apply to elections for which any record date precedes its adoption.
(c) This section shall be part of and supplemental to article 60 of chapter 17 of the Kansas Statutes Annotated, and amendments thereto.
History:
L. 2016, ch. 110, § 3; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 60 - Formation Of Corporations › 17-6015 Forum selection provisions regarding internal corporate claims.

17-6015. Forum selection provisions regarding internal corporate claims.
(a) The articles of incorporation or the bylaws may require, consistent with applicable jurisdictional requirements, that any or all internal corporate claims shall be brought solely and exclusively in any or all of the courts in this state, and no provision of the articles of incorporation or the bylaws may prohibit bringing such claims in the courts of this state. "Internal corporate claims" means claims, including claims in the right of the corporation: (1) That are based upon a violation of a duty by a current or former director or officer or stockholder in such capacity; or (2) as to which this title* confers jurisdiction upon the district court.
(b) This section shall be part of and supplemental to article 60 of chapter 17 of the Kansas Statutes Annotated, and amendments thereto.
History:
L. 2016, ch. 110, § 5; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 61 - Corporate Powers › 17-6101 General powers; applicability of code.

17-6101. General powers; applicability of code.
(a) In addition to the powers enumerated in K.S.A. 17-6102, and amendments thereto, every corporation, its officers, directors, and stockholders shall possess and may exercise all the powers and privileges granted by this code or by any other law or by its articles of incorporation, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business or purposes set forth in its articles of incorporation.
(b) Every corporation shall be governed by the provisions and be subject to the restrictions and liabilities contained in this code.
History:
L. 1972, ch. 52, § 11; L. 2016, ch. 110, § 22; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 61 - Corporate Powers › 17-6103 Powers respecting securities of other corporations or entities.

17-6103.
Powers respecting securities of other corporations or entities.
Any corporation organized under the laws of this state may guarantee, purchase, take, receive, subscribe for or otherwise acquire; own, hold, use or otherwise employ; sell, lease, exchange, transfer or otherwise dispose of; mortgage, lend, pledge or otherwise deal in and with, bonds and other obligations of, or shares or other securities or interests in, or issued by, any other domestic or foreign corporation, partnership, association, or individual, or by any government or agency or instrumentality thereof. A corporation while owner of any such securities may exercise all the rights, powers and privileges of ownership, including the right to vote.
History:
L. 1972, ch. 52, § 13; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 61 - Corporate Powers › 17-6104 Lack of corporate capacity or power, effect; assertion, when.

17-6104. Lack of corporate capacity or power, effect; assertion, when.
No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation shall be invalid by reason of the fact that the corporation was without capacity or power to do such act or to make or receive such conveyance or transfer, but such lack of capacity or power may be asserted:
(a) In a proceeding by a stockholder against the corporation to enjoin the doing of any act or acts or the transfer of real or personal property by or to the corporation. If the unauthorized acts or transfer sought to be enjoined are being, or are to be, performed or made pursuant to any contract to which the corporation is a party, the court may, if all of the parties to the contract are parties to the proceeding and if it deems the same to be equitable, set aside and enjoin the performance of such contract, and in so doing may allow to the corporation or to the other parties to the contract, as the case may be, such compensation as may be equitable for the loss or damage sustained by any of them which may result from the action of the court in setting aside and enjoining the performance of such contract, but anticipated profits to be derived from the performance of the contract shall not be awarded by the court as a loss or damage sustained;
(b) in a proceeding by the corporation, whether acting directly or through a receiver, trustee or other legal representative, or through stockholders in a representative suit, against an incumbent or former officer or director of the corporation, for loss or damage due to such incumbent or former officer's or director's unauthorized act; and
(c) in a proceeding by the attorney general to dissolve the corporation, or to enjoin the corporation from the transaction of unauthorized business.
History:
L. 1972, ch. 52, § 14; L. 2016, ch. 110, § 24; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 61 - Corporate Powers › 17-6106 Banking power denied.

17-6106. Banking power denied.
(a) No corporation organized under this code 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) Corporations organized under this code 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.
History:
L. 1972, ch. 52, § 16; L. 2016, ch. 110, § 25; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 63 - Directors And Officers › 17-6302 Officers; titles, duties, manner of selection, term of office; resignation; failure to elect; vacancies.

17-6302. Officers; titles, duties, manner of selection, term of office; resignation; failure to elect; vacancies.
(a) Every corporation organized under this code shall have such officers with such titles and duties as shall be stated in the bylaws or in a resolution of the board of directors which is not inconsistent with the bylaws and as may be necessary to enable it to sign instruments and stock certificates which comply with K.S.A. 17-6408 and K.S.A. 17-7908(a)(2), and amendments thereto. One of the officers shall have the duty to record the proceedings of the meetings of the stockholders and directors in a book to be kept for that purpose. Any number of offices may be held by the same person unless the articles of incorporation or bylaws otherwise provide.
(b) Officers shall be chosen in such manner and shall hold their offices for such terms as are prescribed by the bylaws or determined by the board of directors or other governing body. Each officer shall hold office until such officer's successor is elected and qualified or until such officer's earlier resignation or removal. Any officer may resign at any time upon written notice to the corporation.
(c) The corporation may secure the fidelity of any or all of its officers or agents by bond or otherwise.
(d) A failure to elect officers shall not dissolve or otherwise affect the corporation.
(e) Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise shall be filled as the bylaws provide. In the absence of such provision, the vacancy shall be filled by the board of directors or other governing body.
History:
L. 1972, ch. 52, § 24; L. 1988, ch. 99, § 8; Revived and amended, L. 1988, ch. 100, § 8; L. 1992, ch. 270, § 5; L. 2004, ch. 143, § 9; L. 2016, ch. 110, § 27; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 63 - Directors And Officers › 17-6303 Loans to or guaranty of obligations of officers and employees.

17-6303.
Loans to or guaranty of obligations of officers and employees.
Any corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the board of directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing contained in this section shall be deemed to deny, limit or restrict the powers of guaranty or warranty of any corporation at common law or under any statute.
History:
L. 1972, ch. 52, § 25; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 63 - Directors And Officers › 17-6304 Financial interest of officer or director in corporate transaction; effect; quorum.

17-6304. Financial interest of officer or director in corporate transaction; effect; quorum.
(a) No contract or transaction between a corporation and one or more of its directors or officers, or between a corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers, are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee which authorizes the contract or transaction, or solely because any such director's or officer's votes are counted for such purpose, if:
(1) The material facts as to the director's or officer's relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum;
(2) the material facts as to the director's or officer's relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or
(3) the contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified by the board of directors, a committee or the stockholders.
(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.
History:
L. 1972, ch. 52, § 26; L. 2016, ch. 110, § 28; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 63 - Directors And Officers › 17-6306 Submission of matter to a shareholder vote without board of directors determination.

17-6306.
Submission of matter to a shareholder vote without board of directors determination.
A corporation may agree to submit a matter to a vote of its stockholders whether or not the board of directors determines at any time subsequent to approving such matter that such matter is no longer advisable and recommends that the stockholders reject or vote against the matter.
History: L. 2004, ch. 143, § 11; January 1, 2005.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 64 - Stock And Dividends › 17-6402 Lawful consideration for issuance of stock; fully paid stock.

17-6402. Lawful consideration for issuance of stock; fully paid stock.
The consideration, as determined pursuant to K.S.A. 17-6403(a) and (b), and amendments thereto, for subscriptions to, or the purchase of, the capital stock to be issued by a corporation shall be paid in such form and in such manner as the board of directors shall determine. The board of directors may authorize capital stock to be issued for consideration consisting of cash, any tangible or intangible property or any benefit to the corporation or any combination thereof. The resolution authorizing the issuance of capital stock may provide that any stock to be issued pursuant to such resolution may be issued in one or more transactions in such numbers and at such times as are set forth in or determined by or in the manner set forth in the resolution, which may include a determination or action by any person or body, including the corporation, provided the resolution fixes a maximum number of shares that may be issued pursuant to such resolution, a time period during which such shares may be issued and a minimum amount of consideration for which such shares may be issued. The board of directors may determine the amount of consideration for which shares may be issued by setting a minimum amount of consideration or approving a formula by which the amount or minimum amount of consideration is determined. The formula may include or be made dependent upon facts ascertainable outside the formula, provided the manner in which such facts shall operate upon the formula is clearly and expressly set forth in the formula or in the resolution approving the formula. In the absence of actual fraud in the transaction, the judgment of the directors as to the value of such consideration shall be conclusive. The capital stock so issued shall be deemed to be fully paid and nonassessable stock upon receipt by the corporation of such consideration, except that nothing contained herein shall prevent the board of directors from issuing partly paid shares under K.S.A. 17-6406, and amendments thereto.
History:
L. 1972, ch. 52, § 29; L. 1988, ch. 99, § 10; Revived and amended, L. 1988, ch. 100, § 10; L. 2004, ch. 143, § 13; L. 2016, ch. 110, § 31; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 64 - Stock And Dividends › 17-6403 Same; value.

17-6403.
Same; value.
(a) Shares of stock with par value may be issued for such consideration, having a value not less than the par value thereof, as is determined from time to time by the board of directors, or by the stockholders if the articles of incorporation so provide.
(b) Shares of stock without par value may be issued for such consideration as is determined from time to time by the board of directors, or by the stockholders if the articles of incorporation so provide.
(c) Treasury shares may be disposed of by the corporation for such consideration as may be determined from time to time by the board of directors, or by the stockholders if the articles of incorporation so provide.
(d) If the articles of incorporation reserve to the stockholders the right to determine the consideration for the issue of any shares, the stockholders shall do so by a vote of a majority of the outstanding stock entitled to vote thereon, unless the articles require a greater vote.
History:
L. 1972, ch. 52, § 30; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 64 - Stock And Dividends › 17-6404 Same; designation of part of consideration as capital; surplus and net assets defined.

17-6404. Same; designation of part of consideration as capital; surplus and net assets defined.
Any corporation, by resolution of its board of directors, may determine that only a part of the consideration which shall be received by the corporation for any of the shares of its capital stock which it shall issue from time to time shall be capital; but, in the event that any of the shares issued shall be shares having a par value, the amount of the part of such consideration so determined to be capital shall be in excess of the aggregate par value of the shares issued for such consideration having a par value, unless all the shares issued shall be shares having a par value, in which case the amount of the part of such consideration so determined to be capital need be only equal to the aggregate par value of such shares. In each such case, the board of directors shall specify in dollars the part of such consideration which shall be capital. If the board of directors shall not have determined what part of the consideration for such shares shall be capital: (a) At the time of issue of any shares of the capital stock of the corporation issued for cash; or (b) within 60 days after the issue of any shares of the capital stock of the corporation issued for property other than cash, the capital of the corporation in respect of such shares shall be an amount equal to the aggregate par value of such shares having a par value, plus the amount of the consideration for such shares without par value. The amount of the consideration so determined to be capital in respect of any shares without par value shall be the stated capital of such shares. The capital of the corporation may be increased from time to time by resolution of the board of directors, directing that a portion of the net assets of the corporation in excess of the amount so determined to be capital be transferred to the capital account. The board of directors may direct that the portion of such net assets so transferred shall be treated as capital in respect of any shares of the corporation of any designated class or classes. At any given time, the excess, if any, of the net assets of the corporation over the amount so determined to be capital shall be surplus. Net assets means the amount by which total assets exceed total liabilities, but capital and surplus are not liabilities for this purpose. Notwithstanding anything in this section to the contrary, for purposes of this section and K.S.A. 17-6410 and 17-6420, and amendments thereto, the capital of any nonstock corporation shall be deemed to be zero.
History:
L. 1972, ch. 52, § 31; L. 1988, ch. 99, § 11; Revived and amended, L. 1988, ch. 100, § 11; L. 2016, ch. 110, § 32; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 64 - Stock And Dividends › 17-6405 Fractional shares; certificated or uncertificated shares.

17-6405. Fractional shares; certificated or uncertificated shares.
A corporation may issue, but shall not be required to issue, fractions of a share. If it does not issue fractions of a share, it shall: (a) Arrange for the disposition of fractional interests by those entitled thereto; (b) pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined; or (c) issue scrip or warrants in registered form, either represented by a certificate or uncertificated, or in bearer form, represented by a certificate, which shall entitle the holder to receive a full share upon the surrender of such scrip or warrants aggregating a full share. A certificate for a fractional share or an uncertificated fractional share shall entitle the holder to exercise voting rights, to receive dividends thereon and to participate in any of the assets of the corporation in the event of liquidation, but scrip or warrants shall not so entitle the holder thereof, unless otherwise provided therein. The board of directors may cause scrip or warrants to be issued subject to the conditions that they shall become void if not exchanged for certificates representing full shares or for uncertificated full shares before a specified date, or subject to the conditions that the shares for which scrip or warrants are exchangeable may be sold by the corporation and the proceeds thereof distributed to the holders of scrip or warrants, or subject to any other conditions which the board of directors may impose.
History:
L. 1972, ch. 52, § 32; L. 1986, ch. 399, § 3; L. 2016, ch. 110, § 33; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 64 - Stock And Dividends › 17-6406 Partly paid certificated shares.

17-6406.
Partly paid certificated shares.
Any corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly paid certificated shares, or upon the books and records of the corporation in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, the corporation shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.
History: L. 1972, ch. 52, § 33; L. 1986, ch. 399, § 4; L. 1988, ch. 99, § 12; Revived and amended, L. 1988, ch. 100, § 12; May 5.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 64 - Stock And Dividends › 17-6407 Rights and options concerning stock; powers of board of directors, limitations.

17-6407. Rights and options concerning stock; powers of board of directors, limitations.
(a) Subject to any provisions in the articles of incorporation, every corporation may create and issue, whether or not in connection with the issue and sale of any shares of stock or other securities of the corporation, rights or options entitling the holders thereof to acquire from the corporation any shares of its capital stock of any class or classes, such rights or options to be evidenced by or in such instrument or instruments as shall be approved by the board of directors.
(b) The terms upon which, including the time or times, which may be limited or unlimited in duration, at or within which, and the consideration, including a formula by which such consideration may be determined, for which any such shares may be acquired from the corporation upon the exercise of any such right or option, shall be such as shall be stated in the articles of incorporation, or in a resolution adopted by the board of directors providing for the creation and issue of such rights or options, and, in every case, shall be set forth or incorporated by reference in the instrument or instruments evidencing such rights or options. A formula by which such consideration may be determined may include or be made dependent upon facts ascertainable outside the formula, provided the manner in which such facts shall operate upon the formula is clearly and expressly set forth in the formula or in the resolution approving the formula. In the absence of actual fraud in the transaction, the judgment of the directors as to the consideration for the issuance of such rights or options and the sufficiency thereof shall be conclusive.
(c) The board of directors, by resolution adopted by the board, may authorize one or more officers of the corporation to do one or both of the following: (1) Designate officers and employees of the corporation or any of its subsidiaries to be recipients of such rights or options created by the corporation; and (2) determine the number of such rights or options to be received by such officers and employees. The resolution so authorizing such officer or officers shall specify the total number of rights or options such officer or officers may award. The board of directors may not authorize an officer to designate the officer's self as a recipient of any such rights or options.
(d) In the event that the shares of stock of the corporation to be issued upon the exercise of such rights or options shall be shares having a par value, the consideration so to be received therefor shall not be less than the par value thereof. In case the shares of stock so to be issued shall be shares of stock without par value, the consideration therefor shall be determined in the manner provided in K.S.A. 17-6403, and amendments thereto.
History:
L. 1972, ch. 52, § 34; L. 2004, ch. 143, § 14; L. 2016, ch. 110, § 34; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 64 - Stock And Dividends › 17-6408 Stock certificates; uncertificated shares.

17-6408. Stock certificates; uncertificated shares.
The shares of a corporation shall be represented by certificates, except that the board of directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Every holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name of, the corporation by any two authorized officers of the corporation representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In the event that any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, such certificate may be issued by the corporation with the same effect as if the person were such officer, transfer agent or registrar at the date of issue. A corporation shall not have power to issue a certificate in bearer form.
History:
L. 1972, ch. 52, § 35; L. 1986, ch. 97, § 3; L. 1986, ch. 399, § 5; L. 1988, ch. 99, § 13; Revived and amended, L. 1988, ch. 100, § 13; L. 2004, ch. 143, § 15; L. 2016, ch. 110, § 35; L. 2023, ch. 66, § 15; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 64 - Stock And Dividends › 17-6409 Shares of stock deemed personal property and transferable; taxation.

17-6409. Shares of stock deemed personal property and transferable; taxation.
The shares of stock in every corporation shall be deemed personal property and transferable as provided in the acts contained in article 8 of chapter 84 of the Kansas Statutes Annotated, and amendments thereto. No stock or bonds issued by any corporation organized under this code shall be taxed by this state when the same shall be owned by nonresidents of this state, or by foreign corporations. Whenever any transfer of shares shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer if, when the certificates are presented to the corporation for transfer or uncertificated shares are requested to be transferred, both the transferor and transferee request the corporation to do so.
History:
L. 1972, ch. 52, § 36; L. 1986, ch. 399, § 6; L. 1988, ch. 99, § 14; Revived and amended, L. 1988, ch. 100, § 14; L. 2016, ch. 110, § 36; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 64 - Stock And Dividends › 17-6411 Issuance of additional stock by directors, when.

17-6411.
Issuance of additional stock by directors, when.
At any time and from time to time, if all of the shares of capital stock which the corporation is authorized by its articles of incorporation to issue have not been issued, subscribed for or otherwise committed to be issued, the directors may issue or take subscriptions for additional shares of its capital stock up to the amount authorized in its articles of incorporation.
History:
L. 1972, ch. 52, § 38; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 64 - Stock And Dividends › 17-6412 Liability of stockholder or subscriber for stock not paid in full; limitations of time.

17-6412. Liability of stockholder or subscriber for stock not paid in full; limitations of time.
(a) When the whole of the consideration payable for shares of a corporation has not been paid in, and the assets shall be insufficient to satisfy the claims of its creditors, each holder of or subscriber for such shares shall be bound to pay on each share held or subscribed for by such holder or subscriber the sum necessary to complete the amount of the unpaid balance of the consideration for which such shares were issued or are to be issued by the corporation.
(b) The amounts which shall be payable as provided in subsection (a) may be recovered as provided in K.S.A. 17-7101, and amendments thereto, after a writ of execution against the corporation has been returned unsatisfied as provided in such section.
(c) Any person becoming an assignee or transferee of shares or of a subscription for shares in good faith and without knowledge or notice that the full consideration therefor has not been paid shall not be personally liable for any unpaid portion of such consideration, but the transferor shall remain liable therefor.
(d) No person holding shares in any corporation as collateral security shall be personally liable as a stockholder, but the person pledging such shares shall be considered the holder thereof and shall be so liable. No executor, administrator, guardian, trustee or other fiduciary shall be personally liable as a stockholder, but the estate or funds held by such executor, administrator, guardian, trustee or other fiduciary in such fiduciary capacity shall be so liable.
(e) No liability under this section or under K.S.A. 17-7101, and amendments thereto, shall be asserted more than six years after the date of issuance of the stock or the date of the subscription upon which the assessment is sought.
(f) In any action by a receiver or trustee of an insolvent corporation or by a judgment creditor to obtain an assessment under this section, any stockholder or subscriber for stock of the insolvent corporation may appear and contest the claim or claims of such receiver or trustee.
History:
L. 1972, ch. 52, § 39; L. 2004, ch. 143, § 17; L. 2016, ch. 110, § 38; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 64 - Stock And Dividends › 17-6413 Payment for stock; rights of directors concerning stock not paid in full.

17-6413. Payment for stock; rights of directors concerning stock not paid in full.
The capital stock of a corporation shall be paid for in such amounts and at such times as the directors may require. From time to time, the directors may demand payment, in respect of each share of stock not fully paid, of such sum of money as the necessities of the business may require, in the judgment of the board of directors, not exceeding in the whole the balance remaining unpaid on said stock, and such sum so demanded shall be paid to the corporation at such times and by such installments as the directors shall direct. The directors shall give notice of the time and place of such payments to each holder of or subscriber for stock that is not fully paid at such holder's or subscriber's last known postal address and such notice shall be given at least 30 days before the time for such payment.
History:
L. 1972, ch. 52, § 40; L. 2016, ch. 110, § 39; L. 2023, ch. 66, § 17; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 64 - Stock And Dividends › 17-6414 Failure to pay for stock; remedies.

17-6414. Failure to pay for stock; remedies.
When any stockholder fails to pay any installment or call upon such stockholder's stock which may have been properly demanded by the directors, at the time when such payment is due, the directors may collect the amount of any such installment or call, or any balance thereof remaining unpaid, from such stockholder by an action at law, or they shall sell at public sale such part of the shares of such delinquent stockholder as will pay all demands then due from such stockholder with interest and all incidental expenses, and shall transfer the shares so sold to the purchaser, who shall be entitled to a certificate therefor. Notice of the time and place of such sale and of the sum due on each share shall be given at least one week before the sale by advertisement in a newspaper having general circulation in the county of this state where such corporation's registered office is located, and such notice shall be mailed by the corporation to such delinquent stockholder at such stockholder's last known post office address, at least 20 days before such sale. If no bidder can be had to pay the amount due on the stock, and if the amount is not collected by an action at law, which may be brought within the county where the corporation has its registered office, within one year from the date of the bringing of such action at law, such stock and the amount previously paid in by the delinquent stockholder on the stock shall be forfeited to the corporation.
History:
L. 1972, ch. 52, § 41; L. 1986, ch. 399, § 7; L. 2016, ch. 110, § 40; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 64 - Stock And Dividends › 17-6415 Preincorporation subscriptions; period of irrevocability.

17-6415. Preincorporation subscriptions; period of irrevocability.
Unless otherwise provided by the terms of the subscription, a subscription for stock of a corporation to be formed shall be irrevocable, except with the consent of all other subscribers or the corporation, for a period of six months from its date.
History:
L. 1972, ch. 52, § 42; L. 2016, ch. 110, § 41; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 64 - Stock And Dividends › 17-6416 Formalities required of stock subscriptions.

17-6416. Formalities required of stock subscriptions.
A subscription for stock of a corporation, whether made before or after the formation of a corporation, shall not be enforceable against a subscriber, unless in writing and signed by the subscriber or by such subscriber's agent.
History:
L. 1972, ch. 52, § 43; L. 2016, ch. 110, § 42; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 64 - Stock And Dividends › 17-6417 Lost, stolen or destroyed stock certificates or uncertificated shares; issuance of new certificate or uncertificated shares.

17-6417.
Lost, stolen or destroyed stock certificates or uncertificated shares; issuance of new certificate or uncertificated shares.
A corporation may issue a new certificate of stock or uncertificated shares in place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the allegedly lost, stolen or destroyed certificate, or such owner's legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.
History: L. 1972, ch. 52, § 44; L. 1988, ch. 99, § 16; Revived and amended, L. 1988, ch. 100, § 16; L. 2004, ch. 143, § 18; January 1, 2005.