reglab/statecodes huggingface dataset:
2023 Kansas Statutes › Chapter 17 - Corporations › Article 76 - Limited Liability Companies › 17-76,151 Duties of members or managers.

17-76,151. Duties of members or managers.
(a) The members, managers or other persons with authority to manage or direct the business and affairs of a statutory public benefit limited liability company shall manage or direct the business and affairs of the statutory public benefit limited liability company in a manner that balances the pecuniary interests of the members, the best interests of those materially affected by the limited liability company's conduct, and the specific public benefit or public benefits set forth in its articles of organization. Unless otherwise provided in an operating agreement, a member, manager or other person with authority to manage or direct the business and affairs of the statutory public benefit limited liability company shall not have any liability for monetary damages for the failure to manage or direct the business and affairs of the statutory public benefit limited liability company as provided in this subsection.
(b) A member, manager or other person with authority to manage or direct the business and affairs of the statutory public benefit limited liability company shall not, by virtue of the public benefit provisions or K.S.A. 2023 Supp. 17-76,149(a), and amendments thereto, have any duty to any person on account of any interest of such person in the public benefit or public benefits set forth in its articles of organization or on account of any interest materially affected by the limited liability company's conduct and, with respect to a decision implicating the balance requirement in subsection (a), will be deemed to satisfy such person's fiduciary duties to members and the limited liability company if such person's decision is both informed and disinterested and not such that no person of ordinary, sound judgment would approve.
History:
L. 2019, ch. 47, § 8; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 76 - Limited Liability Companies › 17-76,153 Derivative lawsuits.

17-76,153. Derivative lawsuits.
Members of a statutory public benefit limited liability company or assignees of limited liability company interests in a statutory public benefit limited liability company owning individually or collectively, as of the date of instituting such derivative suit, at least 2% of the then-current percentage or other interest in the profits of the limited liability company or, in the case of a limited liability company with limited liability company interests listed on a national securities exchange, the lesser of such percentage or limited liability company interests of at least $2,000,000 in market value, unless an operating agreement provides for a different percentage or other interest or market value, may maintain a derivative lawsuit to enforce the requirements set forth in K.S.A. 17-76,151(a), and amendments thereto.
History:
L. 2019, ch. 47, § 10; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 76 - Limited Liability Companies › 17-76,154 No effect on other limited liability companies.

17-76,154. No effect on other limited liability companies.
K.S.A. 17-76,148 through 17-76,155, and amendments thereto, shall not affect a statute or rule of law that is or would be applicable to any limited liability company that is formed under the Kansas revised limited liability company act but is not a statutory public benefit limited liability company.
History:
L. 2019, ch. 47, § 11; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 76 - Limited Liability Companies › 17-76,155 Accomplishment by other means.

17-76,155. Accomplishment by other means.
The provisions of K.S.A. 17-76,148 through 17-76,155, and amendments thereto, shall not be construed to limit the accomplishment by any other means permitted by law of the formation or operation of a limited liability company that is formed or operated for a public benefit, including a limited liability company that is designated as a public benefit limited liability company, that is not a statutory public benefit limited liability company.
History:
L. 2019, ch. 47, § 12; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 78 - Business Entity Transactions Act › 17-78,103 Relationship of act to other laws.

17-78-103.
Relationship of act to other laws.
(a) Unless displaced by particular provisions of this act, the principles of law and equity supplement this act.
(b) This act does not authorize an act prohibited by, and does not affect the application or requirements of, law other than this act.
(c) A transaction effected under this act may not create or impair any right or obligation on the part of a person under a provision of the law of this state other than this act relating to a change in control, takeover, business combination, control-share acquisition or similar transaction involving a domestic merging, acquired, converting or domesticating corporation unless:
(1) If the corporation does not survive the transaction, the transaction satisfies any requirements of the provision; or
(2) if the corporation survives the transaction, the approval of the agreement is by a vote of the shareholders or directors which would be sufficient to create or impair the right or obligation directly under the provision.
(d) Any entity subject to special regulation pursuant to chapter 66 of the Kansas Statutes Annotated shall be subject to the special provisions and requirements applicable to such entities including K.S.A. 66-127 and 66-136, and amendments thereto. Where the provisions of this act are not inconsistent, they shall be construed as supplemental to chapter 66 of the Kansas Statutes Annotated and not in derogation or limitation thereof.
History:
L. 2009, ch. 47, § 3; July 1, 2010.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 78 - Business Entity Transactions Act › 17-78,104 Required notice or approval.

17-78-104.
Required notice or approval.
(a) A domestic or foreign entity that is required to give notice to, or obtain the approval of, a governmental agency or officer in order to be a party to a merger shall give the notice or obtain the approval in order to be a party to an interest exchange, conversion or domestication.
(b) A domestic or foreign entity subject to chapter 66 of the Kansas Statutes Annotated shall obtain approval in accordance with the special requirements applicable thereto, including K.S.A. 66-127 and 66-136, and amendments thereto, prior to effecting a transaction under this act.
(c) Property held for a charitable purpose under the law of this state by a domestic or foreign entity immediately before a transaction under this act becomes effective may not, as a result of the transaction, be diverted from the objects for which it was donated, granted, or devised unless, to the extent required by or pursuant to the law of this state concerning cypres or other law dealing with nondiversion of charitable assets, the entity obtains an appropriate order of the district court specifying the disposition of the property.
History:
L. 2009, ch. 47, § 4; July 1, 2010.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 78 - Business Entity Transactions Act › 17-78,105 Status of filings.

17-78-105.
Status of filings.
A filing under this act signed by a domestic entity becomes part of the public organic document of the entity if the entity's organic law provides that similar filings under that law become part of the public organic document of the entity.
History:
L. 2009, ch. 47, § 5; July 1, 2010.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 78 - Business Entity Transactions Act › 17-78,106 Nonexclusivity.

17-78-106.
Nonexclusivity.
The fact that a transaction under this act produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law other than this act.
History:
L. 2009, ch. 47, § 6; July 1, 2010.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 78 - Business Entity Transactions Act › 17-78,107 Reference to external facts.

17-78-107.
Reference to external facts.
An agreement may refer to facts ascertainable outside of the agreement if the manner in which the facts will operate upon the agreement is specified in the agreement. The facts may include the occurrence of an event or a determination or action by a person, whether or not the event, determination, or action is within the control of a party to the transaction.
History:
L. 2009, ch. 47, § 7; July 1, 2010.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 78 - Business Entity Transactions Act › 17-78,108 Alternative means of approval of transactions.

17-78-108.
Alternative means of approval of transactions.
Except as otherwise provided in the organic law or organic rules of a domestic entity, approval of a transaction under this act by the unanimous vote or consent of its interest holders satisfies the requirements of this act for approval of the transaction.
History:
L. 2009, ch. 47, § 8; July 1, 2010.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 78 - Business Entity Transactions Act › 17-78,109 Appraisal rights.

17-78-109.
Appraisal rights.
(a) An interest holder of a domestic merging, acquired, converting or domesticating entity is entitled to appraisal rights in connection with the transaction if the interest holder would have been entitled to appraisal rights under the entity's organic law in connection with a merger in which the interest of the interest holder was changed, converted or exchanged unless:
(1) The organic law permits the organic rules to limit the availability of appraisal rights; and
(2) the organic rules provide such a limit.
(b) An interest holder of a domestic merging, acquired, converting or domesticating entity is entitled to contractual appraisal rights in connection with a transaction under this act to the extent provided:
(1) In the entity's organic rules;
(2) in the agreement; or
(3) in the case of a corporation, by action of its governors.
(c) If an interest holder is entitled to contractual appraisal rights under subsection (b) and the entity's organic law does not provide procedures for the conduct of an appraisal rights proceeding, the general corporate code applies to the extent practicable or as otherwise provided in the entity's organic rules or the agreement.
History:
L. 2009, ch. 47, § 9; July 1, 2010.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 78 - Business Entity Transactions Act › 17-78,110 Excluded entities and transactions.

17-78-110.
Excluded entities and transactions.
The following entities may not participate in a transaction under this act:
(a) Entities regulated under chapter 40 of the Kansas Statutes Annotated;
(b) banks and trust companies organized under chapter 9 of the Kansas Statutes Annotated;
(c) credit unions organized under K.S.A. 17-2201 et seq., and amendments thereto; and
(d) professional corporations formed under the Kansas professional corporation law or limited liability companies organized under the Kansas revised limited liability company act to render a professional service, as defined at K.S.A. 17-2707, and amendments thereto.
History:
L. 2009, ch. 47, § 10; July 1, 2010.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 78 - Business Entity Transactions Act › 17-78,201 Merger authorized.

17-78-201.
Merger authorized.
(a) Except as otherwise provided in this section, by complying with K.S.A. 17-78-201 through 17-78-206, and amendments thereto:
(1) One or more domestic entities may merge with one or more domestic or foreign entities into a domestic or foreign surviving entity; and
(2) two or more foreign entities may merge into a domestic entity.
(b) Except as otherwise provided in this section, by complying with the provisions of K.S.A. 17-78-201 through 17-78-206, and amendments thereto, applicable to foreign entities a foreign entity may be a party to a merger under K.S.A. 17-78-201 through 17-78-206, and amendments thereto, or may be the surviving entity in such a merger if the merger is authorized by the law of the foreign entity's jurisdiction of organization.
(c) K.S.A. 17-78-201 through 17-78-206, and amendments thereto, do not apply to the following mergers:
(1) A merger between any two or more domestic corporations or one or more domestic corporations and one or more foreign corporations pursuant to K.S.A. 17-6701 et seq., and amendments thereto;
(2) a merger between any two or more partnerships pursuant to K.S.A. 56a-905, and amendments thereto; or
(3) a merger between any two or more domestic limited liability companies or one or more domestic limited liability companies and one or more foreign limited liability companies pursuant to K.S.A. 17-7681, and amendments thereto.
History:
L. 2009, ch. 47, § 11; L. 2010, ch. 38, § 1; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 78 - Business Entity Transactions Act › 17-78,202 Agreement of merger.

17-78-202. Agreement of merger.
(a) A domestic entity may become a party to a merger under K.S.A. 17-78-201 through 17-78-206, and amendments thereto, by approving an agreement of merger unless approval is not required under the circumstances stated in K.S.A. 17-78-203(c), and amendments thereto. The agreement shall be in a record and contain:
(1) As to each merging entity, its name, jurisdiction of organization and type;
(2) if the surviving entity is to be created in the merger, a statement to that effect and its name, jurisdiction of organization and type;
(3) the manner of converting the interests in each party to the merger into interests, securities, obligations, rights to acquire interests or securities, cash or other property or any combination thereof, except that if the circumstances stated in K.S.A. 17-78-203(c), and amendments thereto, apply and the merger entity does not own all of the interests of the domestic corporation or corporations, then an interest holder in a domestic corporation shall not become a general partner in a surviving entity that is a partnership, other than a limited liability partnership;
(4) if the surviving entity exists before the merger, any proposed amendments to its public organic document or to its private organic rules, which may amend and restate its public organic document or its private organic rules or both, that are, or are proposed to be, in a record;
(5) if the surviving entity is to be created in the merger, its proposed public organic document, if any, and the full text of its private organic rules that are proposed to be in a record;
(6) the other terms and conditions of the merger; and
(7) any other provision required by the law of a merging entity's jurisdiction of organization or the organic rules of a merging entity.
(b) An agreement of merger shall be signed on behalf of each merging entity, except under the circumstances stated in K.S.A. 17-78-203(c), and amendments thereto, in which case the agreement of merger shall only be signed on behalf of the merging entity that owns at least 90% of the interests of a domestic corporation or corporations.
(c) An agreement of merger may contain any other provision not prohibited by law.
History:
L. 2009, ch. 47, § 12; L. 2023, ch. 66, § 54; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 78 - Business Entity Transactions Act › 17-78,203 Approval of merger; requirements.

17-78-203. Approval of merger; requirements.
(a) Except as provided in subsection (c), an agreement of merger is not effective unless it has been approved:
(1) By a domestic merging entity:
(A) In accordance with the requirements, if any, in its organic law and organic rules for approval of:
(i) In the case of an entity that is not a corporation, a merger; or
(ii) in the case of a corporation, a merger requiring approval by a vote of the interest holders of the corporation; or
(B) if neither its organic law nor organic rules provide for approval of a merger described in subparagraph (A), by all of the interest holders of the entity entitled to vote on or consent to any matter; and
(2) in a record, by each interest holder of a domestic merging entity that will have interest holder liability for liabilities that arise after the merger becomes effective, unless, in the case of an entity that is not a corporation:
(A) The organic rules of the entity provide in a record for the approval of a merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all of the interest holders; and
(B) the interest holder voted for or consented in a record to that provision of the organic rules or became an interest holder after the adoption of that provision.
(b) A merger involving a foreign merging entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of organization.
(c) If a merging entity owns at least 90% of the interests of a domestic corporation or corporations, other than a domestic corporation that has in its articles of incorporation the provisions required by K.S.A. 17-6701(g)(7)(B), and amendments thereto, of which there are interests that, absent this subsection would be entitled to approve an agreement of merger, an agreement of merger is effective if such merging entity has approved the agreement of merger as provided in subsection (a) or (b) and the approval of such domestic corporation or corporations is not required.
History:
L. 2009, ch. 47, § 13; L. 2023, ch. 66, § 55; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 78 - Business Entity Transactions Act › 17-78,204 Amendment or termination of agreement of merger.

17-78-204.
Amendment or termination of agreement of merger.
(a) An agreement of merger of a domestic merging entity may be amended:
(1) In the same manner as the agreement was approved, if the agreement does not provide for the manner in which it may be amended; or
(2) by the governors or interest holders of the entity in the manner provided in the agreement, but an interest holder that was entitled to vote on or consent to approval of the merger is entitled to vote on or consent to any amendment of the agreement that will change:
(A) The amount or kind of interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination of the foregoing, to be received by the interest holders of any party to the agreement;
(B) the public organic document or private organic rules of the surviving entity that will be in effect immediately after the merger becomes effective, except for changes that do not require approval of the interest holders of the surviving entity under its organic law or organic rules; or
(C) any other terms or conditions of the agreement, if the change would adversely affect the interest holder in any material respect.
(b) After an agreement of merger has been approved by a domestic merging entity and before a certificate of merger becomes effective, the agreement may be terminated:
(1) As provided in the agreement; or
(2) unless prohibited by the agreement, in the same manner as the agreement was approved.
(c) If an agreement of merger is terminated after a certificate of merger has been filed with the secretary of state and before the filing becomes effective, a certificate of termination, signed on behalf of a merging entity, shall be filed with the secretary of state before the time the certificate of merger becomes effective. The certificate of termination takes effect upon filing, and the merger is terminated and does not become effective. The certificate of termination shall contain:
(1) The name of each merging or surviving entity that is a domestic entity or a qualified foreign entity;
(2) the date on which the certificate of merger was filed; and
(3) a statement that the merger has been terminated in accordance with this section.
History:
L. 2009, ch. 47, § 14; July 1, 2010.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 78 - Business Entity Transactions Act › 17-78,301 Interest exchange authorized.

17-78-301.
Interest exchange authorized.
(a) Except as otherwise provided in this section, by complying with K.S.A. 17-78-301 through 17-78-306, and amendments thereto:
(1) A domestic entity may acquire all of one or more classes or series of interests of another domestic or foreign entity in exchange for interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination of the foregoing; or
(2) all of one or more classes or series of interests of a domestic entity may be acquired by another domestic or foreign entity in exchange for interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination of the foregoing.
(b) Except as otherwise provided in this section, by complying with the provisions of K.S.A. 17-78-301 through 17-78-306, and amendments thereto, applicable to foreign entities a foreign entity may be the acquiring or acquired entity in an interest exchange under K.S.A. 17-78-301 through 17-78-306, and amendments thereto, if the interest exchange is authorized by the law of the foreign entity's jurisdiction of organization.
(c) If a protected agreement contains a provision that applies to a merger of a domestic entity but does not refer to an interest exchange, the provision applies to an interest exchange in which the domestic entity is the acquired entity as if the interest exchange were a merger until the provision is amended after the effective date of this act.
History:
L. 2009, ch. 47, § 17; July 1, 2010.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 78 - Business Entity Transactions Act › 17-78,302 Agreement of interest exchange.

17-78-302. Agreement of interest exchange.
(a) A domestic entity may be the acquired entity in an interest exchange under K.S.A. 17-78-301 through 17-78-306, and amendments thereto, by approving an agreement of interest exchange. The agreement shall be in a record and contain:
(1) The name and type of the acquired entity;
(2) the name, jurisdiction of organization and type of the acquiring entity;
(3) the manner of converting the interests in the acquired entity into interests, securities, obligations, rights to acquire interests or securities, cash, or other property or any combination thereof;
(4) any proposed amendments to the public organic document or private organic rules, which may amend and restate its public organic document or its private organic rules or both, that are, or are proposed to be, in a record of the acquired entity;
(5) the other terms and conditions of the interest exchange; and
(6) any other provision required by the law of this state or the organic rules of the acquired entity.
(b) An agreement of interest exchange may contain any other provision not prohibited by law.
History:
L. 2009, ch. 47, § 18; L. 2023, ch. 66, § 57; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 78 - Business Entity Transactions Act › 17-78,303 Approval of interest exchange.

17-78-303.
Approval of interest exchange.
(a) An agreement of interest exchange is not effective unless it has been approved:
(1) By a domestic acquired entity:
(A) In accordance with the requirements, if any, in its organic law and organic rules for approval of an interest exchange;
(B) except as otherwise provided in subsection (d), if neither its organic law nor organic rules provide for approval of an interest exchange, in accordance with the requirements, if any, in its organic law and organic rules for approval of:
(i) In the case of an entity that is not a corporation, a merger, as if the interest exchange were a merger; or
(ii) in the case of a corporation, a merger requiring approval by a vote of the interest holders of the corporation, as if the interest exchange were that type of merger; or
(C) if neither its organic law nor organic rules provide for approval of an interest exchange or a merger described in subparagraph (B), by all of the interest holders of the entity entitled to vote on or consent to any matter; and
(2) in a record, by each interest holder of a domestic acquired entity that will have interest holder liability for liabilities that arise after the interest exchange becomes effective, unless, in the case of an entity that is not a corporation:
(A) The organic rules of the entity provide in a record for the approval of an interest exchange or a merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all of the interest holders; and
(B) the interest holder voted for or consented in a record to that provision of the organic rules or became an interest holder after the adoption of that provision.
(b) An interest exchange involving a foreign acquired entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of organization.
(c) Except as otherwise provided in its organic law or organic rules, the interest holders of the acquiring entity are not required to approve the interest exchange.
(d) A provision of the organic law of a domestic acquired entity that would permit a merger between the acquired entity and the acquiring entity to be approved without the vote or consent of the interest holders of the acquired entity because of the percentage of interests in the acquired entity held by the acquiring entity does not apply to approval of an interest exchange under subsection (a)(1)(B).
History:
L. 2009, ch. 47, § 19; July 1, 2010.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 78 - Business Entity Transactions Act › 17-78,304 Amendment or termination of agreement of interest exchange.

17-78-304.
Amendment or termination of agreement of interest exchange.
(a) An agreement of interest exchange of a domestic acquired entity may be amended:
(1) In the same manner as the agreement was approved, if the agreement does not provide for the manner in which it may be amended; or
(2) by the governors or interest holders of the entity in the manner provided in the agreement, but an interest holder that was entitled to vote on or consent to approval of the interest exchange is entitled to vote on or consent to any amendment of the agreement that will change:
(A) The amount or kind of interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination of the foregoing, to be received by any of the interest holders of the acquired entity under the agreement;
(B) the public organic document or private organic rules of the acquired entity that will be in effect immediately after the interest exchange becomes effective, except for changes that do not require approval of the interest holders of the acquired entity under its organic law or organic rules; or
(C) any other terms or conditions of the agreement, if the change would adversely affect the interest holder in any material respect.
(b) After an agreement of interest exchange has been approved by a domestic acquired entity and before a certificate of interest exchange becomes effective, the agreement may be terminated:
(1) As provided in the agreement; or
(2) unless prohibited by the agreement, in the same manner as the agreement was approved.
(c) If an agreement of interest exchange is terminated after a certificate of interest exchange has been filed with the secretary of state and before the filing becomes effective, a certificate of termination, signed on behalf of the acquired entity, shall be filed with the secretary of state before the time the certificate of interest exchange becomes effective. The certificate of termination takes effect upon filing and the interest exchange is terminated and does not become effective. The certificate of termination must contain:
(1) The name of the acquired entity;
(2) the date on which the certificate of interest exchange was filed; and
(3) a statement that the interest exchange has been terminated in accordance with this section.
History:
L. 2009, ch. 47, § 20; July 1, 2010.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 78 - Business Entity Transactions Act › 17-78,305 Certificate of interest exchange; effective date.

17-78-305.
Certificate of interest exchange; effective date.
(a) A certificate of interest exchange shall be signed on behalf of a domestic acquired entity and filed with the secretary of state.
(b) A certificate of interest exchange must contain:
(1) The name and type of the acquired entity;
(2) the name, jurisdiction of organization and type of the acquiring entity;
(3) if the certificate of interest exchange is not to be effective upon filing, the later date and time on which it will become effective, which may not be more than 90 days after the date of filing;
(4) a statement that the agreement of interest exchange was approved by the acquired entity in accordance with K.S.A. 17-78-301 through 17-78-306, and amendments thereto; and
(5) any amendments to the acquired entity's public organic document approved as part of the agreement of interest exchange.
(c) In addition to the requirements of subsection (b), a certificate of interest exchange may contain any other provision not prohibited by law.
(d) An agreement of interest exchange that is signed on behalf of a domestic acquired entity and meets all of the requirements of subsection (b) may be filed with the secretary of state instead of a certificate of interest exchange and upon filing has the same effect. If an agreement of interest exchange is filed as provided in this subsection, references in this act to a certificate of interest exchange refer to the agreement of interest exchange filed under this subsection.
(e) A certificate of interest exchange becomes effective upon the date and time of filing or the later date and time specified in the certificate of interest exchange.
History:
L. 2009, ch. 47, § 21; July 1, 2010.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 78 - Business Entity Transactions Act › 17-78,401 Conversion authorized.

17-78-401.
Conversion authorized.
(a) Except as otherwise provided in this section, by complying with K.S.A. 17-78-401 through 17-78-406, and amendments thereto, a domestic entity may become:
(1) A domestic entity of a different type; or
(2) a foreign entity of a different type, if the conversion is authorized by the law of the foreign jurisdiction.
(b) Except as otherwise provided in this section, by complying with the provisions of K.S.A. 17-78-401 through 17-78-406, and amendments thereto, applicable to foreign entities a foreign entity may become a domestic entity of a different type if the conversion is authorized by the law of the foreign entity's jurisdiction of organization.
(c) If a protected agreement contains a provision that applies to a merger of a domestic entity but does not refer to a conversion, the provision applies to a conversion of the entity as if the conversion were a merger until the provision is amended after the effective date of this act.
History:
L. 2009, ch. 47, § 23; July 1, 2010.
2023 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. 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.
2023 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.
2023 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.
2023 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. 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. 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.
2023 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. 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. 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. 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.
2023 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.
2023 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.
2023 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.