reglab/statecodes huggingface dataset:
2023 Kansas Statutes › Chapter 17 - Corporations › Article 68 - Dissolution And Disposition Of Corporate Assets › 17-6807 Continuation of corporation after dissolution for purposes of settling and closing business affairs.

17-6807. Continuation of corporation after dissolution for purposes of settling and closing business affairs.
(a) All corporations, whether they expire by their own limitation or are otherwise dissolved, including revocation or forfeiture of articles of incorporation pursuant to K.S.A. 17-6812 or 17-7510, and amendments thereto, shall be continued, nevertheless, for the term of three years from such expiration or dissolution or for such longer period as the district court in its discretion shall direct, bodies corporate for the purpose of prosecuting and defending suits, whether civil, criminal or administrative, by or against them, and of enabling them gradually to settle and close their business, to dispose of and convey their property, to discharge their liabilities and to distribute to their stockholders any remaining assets, but not for the purpose of continuing the business for which the corporation was organized. With respect to any action, suit or proceeding begun by or against the corporation either prior to or within three years after the date of its expiration or dissolution, the action shall not abate by reason of the dissolution of the corporation. The corporation shall, solely for the purpose of such action, suit or proceeding, be continued as a body corporate beyond the three-year period and until any judgments, orders or decrees therein shall be fully executed, without the necessity for any special direction to that effect by the district court.
(b) K.S.A. 17-6808 through 17-6811 and K.S.A. 17-6808a, and amendments thereto, shall apply to any corporation that has expired by its own limitation, and when so applied, all references in those sections to a dissolved corporation or dissolution shall include a corporation that has expired by its own limitation and to such expiration, respectively.
History:
L. 1972, ch. 52, § 97; L. 1973, ch. 100, § 13; L. 1988, ch. 99, § 48; Revived and amended, L. 1988, ch. 100, § 48; L. 2016, ch. 110, § 83; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 68 - Dissolution And Disposition Of Corporate Assets › 17-6808 Trustees or receivers for dissolved corporations; appointment; powers.

17-6808. Trustees or receivers for dissolved corporations; appointment; powers.
When any corporation organized under this code shall be dissolved in any manner whatever, the district court, on application of any creditor, stockholder or director of the corporation, or any other person who shows good cause therefor, at any time, may either appoint one or more of the directors of the corporation to be trustees, or appoint one or more persons to be receivers, of and for the corporation, to take charge of the corporation's property, and to collect the debts and property due and belonging to the corporation, with power to prosecute and defend, in the name of the corporation, or otherwise, all such suits as may be necessary or proper for the purposes aforesaid, and to appoint an agent or agents under them, and to do all other acts which might be done by the corporation, if in being, that may be necessary for the final settlement of the unfinished business of the corporation. The powers of the trustees or receivers may be continued as long as the court shall think necessary for the purposes aforesaid.
History:
L. 1972, ch. 52, § 98; L. 1988, ch. 99, § 49; Revived and amended, L. 1988, ch. 100, § 49; L. 2004, ch. 143, § 60; L. 2016, ch. 110, § 84; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 68 - Dissolution And Disposition Of Corporate Assets › 17-6809 Jurisdiction and powers of district court.

17-6809. Jurisdiction and powers of district court.
The district court shall have jurisdiction of any application prescribed in this article and of all questions arising in the proceedings thereon, and may make such orders and decrees and issue injunctions therein as justice and equity shall require.
History:
L. 1972, ch. 52, § 99; L. 2016, ch. 110, § 85; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 68 - Dissolution And Disposition Of Corporate Assets › 17-6811 Liability of stockholders of dissolved corporations.

17-6811. Liability of stockholders of dissolved corporations.
(a) A stockholder of a dissolved corporation the assets of which were distributed pursuant to K.S.A. 17-6810(a) or (b), and amendments thereto, shall not be liable for any claim against the corporation in an amount in excess of such stockholder's pro rata share of the claim or the amount so distributed to such stockholder, whichever is less.
(b) A stockholder of a dissolved corporation the assets of which were distributed pursuant to K.S.A. 17-6810(a), and amendments thereto, shall not be liable for any claim against the corporation on which an action, suit or proceeding is not begun prior to the expiration of the period described in K.S.A. 17-6807, and amendments thereto.
(c) The aggregate liability of any stockholder of a dissolved corporation for claims against the dissolved corporation shall not exceed the amount distributed to such stockholder in dissolution.
History:
L. 1972, ch. 52, § 101; L. 2004, ch. 143, § 62; L. 2016, ch. 110, § 87; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 68 - Dissolution And Disposition Of Corporate Assets › 17-6812 Revocation or forfeiture of articles of incorporation; jurisdiction and powers of district court; proceedings by attorney general.

17-6812. Revocation or forfeiture of articles of incorporation; jurisdiction and powers of district court; proceedings by attorney general.
(a) Upon motion by the attorney general, the district court shall have jurisdiction to revoke or forfeit the articles of incorporation of any corporation for abuse, misuse or nonuse of its corporate powers, privileges or franchises. The attorney general shall proceed for this purpose by petition in the district court of the county where the registered office of the corporation is located.
(b) The district court shall have power, by appointment of trustees, receivers or otherwise, to administer and wind up the affairs of any corporation whose articles of incorporation shall be revoked or forfeited by any court under this section, and to make such orders and decrees with respect thereto as shall be just and equitable respecting its affairs and assets and the rights of its stockholders and creditors.
(c) No proceeding shall be instituted under this section for nonuse of any corporation's powers, privileges or franchises during the first two years after its incorporation.
History:
L. 1972, ch. 52, § 102; L. 2016, ch. 110, § 88; L. 2023, ch. 66, § 39; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 68 - Dissolution And Disposition Of Corporate Assets › 17-6813 Dissolution or forfeiture of articles of incorporation by court decree or judgment; filing of decree or judgment.

17-6813. Dissolution or forfeiture of articles of incorporation by court decree or judgment; filing of decree or judgment.
Whenever any corporation is dissolved or its articles of incorporation forfeited by decree or judgment of the district court, the decree or judgment shall be forthwith filed by the clerk of such district court in which the decree or judgment was entered and in the office of the secretary of state, and a note thereof shall be made by the secretary of state on the corporation's articles of incorporation.
History:
L. 1972, ch. 52, § 103; L. 2016, ch. 110, § 89; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 69 - Insolvency; Receivers › 17-6901 Receivers for insolvent corporations; appointment; powers.

17-6901.
Receivers for insolvent corporations; appointment; powers.
Whenever a corporation shall be insolvent, the district court, on the application of any creditor or stockholder thereof, may appoint, at any time, one or more persons to be receivers of and for the corporation, to take charge of its assets, estate, effects, business and affairs, and to collect the outstanding debts, claims and property due and belonging to the corporation, with power to prosecute and defend, in the name of the corporation or otherwise, all claims or suits, to appoint an agent or agents under them and to do all other acts which might be done by the corporation and which may be necessary or proper. The powers of the receivers shall be such and shall continue so long as the court shall deem necessary.
History:
L. 1972, ch. 52, § 104; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 69 - Insolvency; Receivers › 17-6902 Title to corporation's property; filing order of appointment; exceptions to section's application.

17-6902. Title to corporation's property; filing order of appointment; exceptions to section's application.
(a) Trustees or receivers appointed by the district court of and for any corporation, and their respective survivors and successors, upon their appointment and qualification or upon the death, resignation or discharge of any co-trustee or co-receiver, shall be vested by operation of law and without any act or deed with the title of the corporation to all of its property, real, personal or mixed of whatsoever nature, kind, class or description, and wheresoever situate, except real estate situated outside this state.
(b) Within 20 days after the date of their qualification, trustees or receivers appointed by the court shall file in the office of the register of deeds of each county in this state in which any real estate belonging to the corporation may be situated, a certified copy of the order of their appointment and evidence of their qualification.
(c) This section shall not apply to receivers appointed pendente lite.
History:
L. 1972, ch. 52, § 105; L. 2004, ch. 143, § 63; L. 2016, ch. 110, § 90; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 69 - Insolvency; Receivers › 17-6903 Notices to stockholders and creditors.

17-6903. Notices to stockholders and creditors.
All notices required to be given to stockholders and creditors in any action in which a trustee or receiver for a corporation was appointed shall be given by the clerk of the district court or in the manner provided by any applicable section of the code of civil procedure, unless otherwise ordered by the district court.
History:
L. 1972, ch. 52, § 106; L. 2004, ch. 143, § 64; L. 2016, ch. 110, § 91; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 69 - Insolvency; Receivers › 17-6904 Filing inventory of corporate assets and list of debts owing and receivable.

17-6904. Filing inventory of corporate assets and list of debts owing and receivable.
As soon as convenient, trustees or receivers shall file in the office of the clerk of the district court of the county in which the proceeding is pending, a full and complete itemized inventory of all the assets of the corporation, which shall show their nature and probable value, and an account of all debts due from and to the corporation, as nearly as the same can be ascertained. They shall make a report to the court of their proceedings whenever and as often as the court shall direct.
History:
L. 1972, ch. 52, § 107; L. 2004, ch. 143, § 65; L. 2016, ch. 110, § 92; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 69 - Insolvency; Receivers › 17-6905 Proof of claims by creditors; claims barred, when; notice.

17-6905. Proof of claims by creditors; claims barred, when; notice.
All creditors shall make proof under oath of their respective claims against the corporation and shall cause such proof of claim to be filed in the office of the clerk of the district court of the county in which the proceeding is pending within the time fixed by and in accordance with the procedure established by the district court. All creditors and claimants failing to do so, within the time limited by this section, or the time prescribed by the order of the court, may be barred by the court from participating in the distribution of the assets of the corporation. The court also may prescribe what notice, by publication or otherwise, shall be given to the creditors of the time fixed for the filing and making proof of claims.
History:
L. 1972, ch. 52, § 108; L. 2004, ch. 143, § 66; L. 2016, ch. 110, § 93; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 69 - Insolvency; Receivers › 17-6906 Procedure for adjudicating creditors' claims; appeal.

17-6906. Procedure for adjudicating creditors' claims; appeal.
(a) The clerk of the district court, immediately upon the expiration of the time fixed for the filing of claims, in compliance with the provisions of K.S.A. 17-6905, and amendments thereto, shall notify the trustee or receiver of the filing of the claims, and the trustee or receiver, within 30 days after receiving the notice, shall inspect the claims, and if the trustee or receiver or any creditor shall not be satisfied with the validity or correctness of the same, or any of them, the trustee or receiver shall forthwith notify the creditors whose claims are disputed of such decision. The trustee or receiver shall require all creditors whose claims are disputed to submit themselves to such examination in relation to their claims as the trustee or receiver shall direct, and the creditors shall produce such books and papers relating to their claims as shall be required. The trustee or receiver shall have power to examine, under oath or affirmation, all witnesses produced before the trustee or receiver touching the claims, and shall pass upon and allow or disallow the claims, or any part thereof, and notify the claimants of such determination.
(b) Every creditor or claimant who shall have received notice from the receiver or trustee that such creditor's or claimant's claim has been disallowed in whole or in part may appeal to the district court within 30 days thereafter. The court, after hearing, shall determine the rights of the parties.
History:
L. 1972, ch. 52, § 109; L. 2004, ch. 143, § 67; L. 2016, ch. 110, § 94; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 69 - Insolvency; Receivers › 17-6907 Sale of perishable or deteriorating property during pendency of litigation.

17-6907. Sale of perishable or deteriorating property during pendency of litigation.
Whenever the property of a corporation is at the time of the appointment of a trustee or receiver encumbered with liens of any character, and the validity, extent or legality of any such lien is disputed or brought in question, and the property of the corporation is of a character which will deteriorate in value pending the litigation respecting the lien, the district court may order the receiver or trustee to sell the property of the corporation, clear of all encumbrances, at public or private sale, for the best price that can be obtained therefor. The net proceeds arising from the sale thereof, after deducting the costs of the sale, shall be paid into the court, there to remain subject to the order of the court, and to be disposed of as the court shall direct.
History:
L. 1972, ch. 52, § 110; L. 2004, ch. 143, § 68; L. 2016, ch. 110, § 95; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 69 - Insolvency; Receivers › 17-6908 Compensation, costs and expenses.

17-6908. Compensation, costs and expenses.
The district court, before making distribution of the assets of a corporation among the creditors or stockholders thereof, shall allow and pay out of the assets: (a) A reasonable compensation to the trustee or receiver for the trustee's or receiver's services; (b) the cost and expenses incurred in and about the execution of such trustee's or receiver's trust, including reasonable attorney fees; and (c) the costs of the proceedings in the court.
History:
L. 1972, ch. 52, § 111; L. 2004, ch. 143, § 69; L. 2016, ch. 110, § 96; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 69 - Insolvency; Receivers › 17-6909 Substitution of receiver as plaintiff; abatement of actions.

17-6909. Substitution of receiver as plaintiff; abatement of actions.
A trustee or receiver, upon application by the trustee or receiver in the court in which any suit is pending, shall be substituted as party plaintiff in the place of the corporation in any suit or proceeding which was so pending at the time of the trustee's or receiver's appointment. No action against a trustee or receiver of a corporation shall abate by reason of the trustee's or receiver's death, but, upon suggestion of the facts on the record, shall be continued against the trustee's or receiver's successor or against the corporation in case no new trustee or receiver is appointed.
History:
L. 1972, ch. 52, § 112; L. 2004, ch. 143, § 70; L. 2016, ch. 110, § 97; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 69 - Insolvency; Receivers › 17-6910 Employee's lien for wages when corporation insolvent.

17-6910. Employee's lien for wages when corporation insolvent.
Whenever any corporation of this state, or any foreign corporation doing business in this state, shall become insolvent, the employees doing labor or service of whatever character in the regular employ of the corporation, shall have a lien upon the assets thereof for the amount of the wages due to them, not exceeding two months' wages, respectively, which shall be paid prior to any other debt or debts of the corporation. The word "employee" as used in this section shall not be construed to include any of the officers of the corporation.
History:
L. 1972, ch. 52, § 113; L. 2004, ch. 143, § 71; L. 2016, ch. 110, § 98; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 69 - Insolvency; Receivers › 17-6911 Discontinuance of liquidation of assets; dismissal of trustee or receiver.

17-6911. Discontinuance of liquidation of assets; dismissal of trustee or receiver.
The liquidation of the assets and business of an insolvent corporation may be discontinued at any time during the liquidation proceedings when it is established that cause for liquidation no longer exists. In such event the district court in its discretion, and subject to such condition as it may deem appropriate, may dismiss the proceedings and direct the trustee or receiver to redeliver to the corporation all of its remaining property and assets.
History:
L. 1972, ch. 52, § 114; L. 2004, ch. 143, § 72; L. 2016, ch. 110, § 99; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 69 - Insolvency; Receivers › 17-6912 Compromise or arrangement between corporation and stockholders or creditors.

17-6912.
Compromise or arrangement between corporation and stockholders or creditors.
(a) Whenever the provision permitted by subsection (b)(2) of K.S.A. 17-6002 is included in the original articles of incorporation of any corporation, all persons who become creditors or stockholders thereof shall be deemed to have become such creditors or stockholders subject in all respects to that provision and the same shall be absolutely binding upon them. Whenever that provision is inserted in the articles of incorporation of any such corporation by an amendment of its articles all persons who become creditors or stockholders of such corporation after such amendment shall be deemed to have become such creditors or stockholders subject in all respects to that provision, and the same shall be absolutely binding upon them.
(b) The district court may administer and enforce any compromise or arrangement made pursuant to the provision contained in subsection (b)(2) of K.S.A. 17-6002, and it may restrain pendente lite all actions and proceedings against any corporation with respect to which the court shall have begun the administration and enforcement of that provision. The court also may appoint a temporary receiver for such corporation, with such powers as it deems proper, and may make and enforce such rules as it deems necessary for the exercise of such jurisdiction.
History:
L. 1972, ch. 52, § 115; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 70 - Extension, Renewal Or Reinstatement Of Corporate Status › 17-7003 Status of corporation renewed, restored, revived, extended and continued.

17-7003. Status of corporation renewed, restored, revived, extended and continued.
Any corporation desiring to renew, restore, revive, extend and continue its corporate existence, shall, upon complying with the provisions of article 70 of chapter 17 of the Kansas Statutes Annotated, and amendments thereto, continue as provided in its certificate effecting such action, as a corporation and shall, in addition to the rights, privileges and immunities conferred by its articles of incorporation, possess and enjoy all the benefits of this code that are applicable to the nature of its business, and shall be subject to the restrictions and liabilities by this code imposed on such corporations.
History:
L. 1972, ch. 52, § 119; L. 2004, ch. 143, § 74; L. 2016, ch. 110, § 103; L. 2023, ch. 66, § 42; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 71 - Actions Against Corporations, Directors, Officers Or Stockholders › 17-7101 Actions against officers, directors or stockholders for debts of corporation; unsatisfied judgment against corporation.

17-7101. Actions against officers, directors or stockholders for debts of corporation; unsatisfied judgment against corporation.
(a) When the officers, directors or stockholders of any corporation shall be liable by the provisions of this code to pay the debts of the corporation, or any part thereof, any person to whom they are liable may have an action against any one or more of them. The petition in any such action shall state the claim against the corporation and the ground on which the plaintiff expects to charge the defendants personally.
(b) No suit shall be brought against any officer, director or stockholder for any debt of a corporation of which such person is an officer, director or stockholder, until judgment be obtained therefor against the corporation and execution thereon returned unsatisfied.
History:
L. 1972, ch. 52, § 120; L. 1973, ch. 100, § 15; L. 2016, ch. 110, § 104; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 71 - Actions Against Corporations, Directors, Officers Or Stockholders › 17-7102 Action by officer, director or stockholder against corporation for corporate debt paid.

17-7102. Action by officer, director or stockholder against corporation for corporate debt paid.
When any officer, director or stockholder shall pay any debt of a corporation for which such person is made liable by the provisions of this code, such person may recover the amount so paid in an action against the corporation for money paid for its use. In any such action, only the property of the corporation shall be liable to be taken, and not the property of any stockholder.
History:
L. 1972, ch. 52, § 121; L. 2016, ch. 110, § 105; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 71 - Actions Against Corporations, Directors, Officers Or Stockholders › 17-7103 Effect of certain transactions on liability.

17-7103.
Effect of certain transactions on liability.
The liability of a corporation of this state, or the stockholders, directors or officers thereof, or the rights or remedies of the creditors thereof, or of persons doing or transacting business with the corporation, shall not in any way be lessened or impaired by the voluntary transfer or sale of the assets, properties and other rights of the corporation, or by the increase or decrease in the capital stock of the corporation, or by its merger or consolidation with one or more corporations, or other entities, or by any change or amendment in its articles of incorporation.
History: L. 1972, ch. 52, § 122; L. 2004, ch. 143, § 75; January 1, 2005.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 71 - Actions Against Corporations, Directors, Officers Or Stockholders › 17-7104 Defective organization of corporation not a defense; judicial inquiry into regularity or validity of corporate organization.

17-7104.
Defective organization of corporation not a defense; judicial inquiry into regularity or validity of corporate organization.
(a) No domestic or foreign corporation shall be permitted to set up or rely upon the want of legal organization as a defense to any action against it; nor shall any person transacting business with such corporation, or sued for injury done to its property, be permitted to rely upon such want of legal organization as a defense.
(b) This section shall not be construed to prevent judicial inquiry into the regularity or validity of the organization of a corporation, or its lawful possession of any corporate power it may assert in any other suit or proceeding where its corporate existence or the power to exercise the corporate rights it asserts is challenged, and evidence tending to sustain the challenge shall be admissible in any such suit or proceeding.
History: L. 1972, ch. 52, § 123; L. 2004, ch. 143, § 76; January 1, 2005.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 71 - Actions Against Corporations, Directors, Officers Or Stockholders › 17-7105 Usury not a defense by corporation.

17-7105.
Usury not a defense by corporation.
No corporation shall plead any statute against usury in any court in any suit instituted to enforce the payment of any bond, note or other evidence of indebtedness issued or assumed by it.
History:
L. 1972, ch. 52, § 124; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 72 - Close Corporations › 17-7201 Laws applicable to close corporations.

17-7201. Laws applicable to close corporations.
(a) K.S.A. 17-7201 through 17-7216, and amendments thereto, apply to all close corporations, as defined in K.S.A. 17-7202, and amendments thereto. Unless a corporation elects to become a close corporation under the foregoing sections in the manner prescribed therein, it shall be subject in all respects to the provisions of this code, except the provisions of K.S.A. 17-7201 through 17-7216, and amendments thereto.
(b) All provisions of this code shall be applicable to all close corporations, as defined in K.S.A. 17-7202, and amendments thereto, except as otherwise provided in K.S.A. 17-7201 through 17-7216, and amendments thereto.
History:
L. 1972, ch. 52, § 125; L. 2016, ch. 110, § 106; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 72 - Close Corporations › 17-7202 Close corporation defined; contents of articles of incorporation; effect of joint held stock.

17-7202.
Close corporation defined; contents of articles of incorporation; effect of joint held stock.
(a) A close corporation is a corporation organized under this act whose articles of incorporation contain the provisions required by K.S.A. 17-6002, and amendments thereto, and, in addition, provide that:
(1) All of the corporation's issued stock of all classes, exclusive of treasury shares, shall be held of record by not more than a specified number of persons, not exceeding 35; and
(2) all of the issued stock of all classes shall be subject to one or more of the restrictions on transfer permitted by K.S.A. 17-6426, and amendments thereto; and
(3) the corporation shall make no offering of any of its stock of any class which would constitute a "public offering" within the meaning of the United States securities act of 1933, as it may be amended from time to time.
(b) The articles of incorporation of a close corporation may set forth the qualifications of stockholders, either by specifying classes of persons who shall be entitled to be holders of record of stock of any class, or by specifying classes of persons who shall not be entitled to be holders of stock of any class, or both.
(c) For purposes of determining the number of holders of record of the stock of a close corporation, stock which is held in joint or common tenancy or by the entireties shall be treated as held by one stockholder.
History: L. 1972, ch. 52, § 126; L. 2004, ch. 143, § 77; January 1, 2005.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 72 - Close Corporations › 17-7203 Formation of close corporation.

17-7203. Formation of close corporation.
A close corporation shall be formed in accordance with K.S.A. 17-6001 and 17-6002 and K.S.A. 17-7908 through 17-7910, and amendments thereto, except that:
(a) Its articles of incorporation shall contain a heading stating the name of the corporation and that it is a close corporation; and
(b) its articles of incorporation shall contain the provisions required by K.S.A. 17-7202, and amendments thereto.
History:
L. 1972, ch. 52, § 127; L. 2016, ch. 110, § 107; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 72 - Close Corporations › 17-7204 Election of existing corporation to become close corporation.

17-7204. Election of existing corporation to become close corporation.
Any corporation organized under the Kansas general corporation code may become a close corporation under K.S.A. 17-7201 through 17-7216, and amendments thereto, by executing and filing, in accordance with K.S.A. 17-7908 through 17-7910, and amendments thereto, a certificate of amendment of its articles of incorporation which shall contain: (a) A statement that it elects to become a close corporation; (b) the provisions required by K.S.A. 17-7202, and amendments thereto, to appear in the articles of incorporation of a close corporation; and (c) a heading stating the name of the corporation and that it is a close corporation. Such amendment shall be adopted in accordance with the requirements of K.S.A. 17-6601 or 17-6602, and amendments thereto, except that it must be approved by a vote of the holders of record of at least 2/3 of the shares of each class of stock of the corporation which are outstanding.
History:
L. 1972, ch. 52, § 128; L. 1973, ch. 100, § 16; L. 1998, ch. 189, § 21; L. 2000, ch. 39, § 42; L. 2016, ch. 110, § 108; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 72 - Close Corporations › 17-7205 Limitations on continuation of close corporation status.

17-7205. Limitations on continuation of close corporation status.
A close corporation continues to be such and to be subject to the provisions of K.S.A. 17-7201 through 17-7216, and amendments thereto, until:
(a) It files with the secretary of state a certificate of amendment deleting from its articles of incorporation the provisions required or permitted by K.S.A. 17-7202, and amendments thereto, to be stated in the articles of incorporation to qualify it as a close corporation; or
(b) any one of the provisions or conditions required or permitted by K.S.A. 17-7202, and amendments thereto, to be stated in the articles of incorporation to qualify a corporation as a close corporation has been breached, in fact, and neither the corporation nor any of its stockholders takes the steps required by K.S.A. 17-7208, and amendments thereto, to prevent such loss of status or to remedy such breach.
History:
L. 1972, ch. 52, § 129; L. 2016, ch. 110, § 109; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 72 - Close Corporations › 17-7206 Voluntary termination of status as close corporation; amendment of articles of incorporation; vote required.

17-7206. Voluntary termination of status as close corporation; amendment of articles of incorporation; vote required.
(a) A corporation may voluntarily terminate its status as a close corporation and cease to be subject to the provisions of this code relating thereto by amending its articles of incorporation to delete therefrom the additional provisions required or permitted by K.S.A. 17-7202, and amendments thereto, to be stated in the articles of incorporation of a close corporation. Any such amendment shall be adopted and shall become effective in accordance with K.S.A. 17-6602, and amendments thereto, except that it must be approved by vote of the holders of record of at least 2/3 of the shares of each class of stock of the corporation which are outstanding.
(b) The articles of incorporation of a close corporation may provide that on any amendment to terminate its status as a close corporation, a vote greater than 2/3 or a vote of all shares of any class shall be required; and if the articles of incorporation contain such a provision, that provision shall not be amended, repealed or modified by any vote less than such greater vote.
History:
L. 1972, ch. 52, § 130; L. 2016, ch. 110, § 110; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 72 - Close Corporations › 17-7208 Breach of condition necessary to status as close corporation; proceeding to prevent loss of status; jurisdiction and powers of district court.

17-7208. Breach of condition necessary to status as close corporation; proceeding to prevent loss of status; jurisdiction and powers of district court.
(a) If any event occurs, as a result of which one or more of the provisions or conditions included in a close corporation's articles of incorporation, pursuant to K.S.A. 17-7202, and amendments thereto, to qualify it as a close corporation has been breached, the corporation's status as a close corporation shall terminate unless:
(1) Within 30 days after the occurrence of the event, or within 30 days after the event has been discovered, whichever is later, the corporation files with the secretary of state a certificate, executed in accordance with K.S.A. 17-7908 through 17-7910, and amendments thereto, stating that a specified provision or condition included in its articles of incorporation pursuant to K.S.A. 17-7202, and amendments thereto, to qualify it as a close corporation has ceased to be applicable, and furnishes a copy of such certificate to each stockholder; and
(2) the corporation concurrently with the filing of such certificate takes such steps as are necessary to correct the situation which threatens its status as a close corporation, including, without limitation, the refusal to register the transfer of stock which has been wrongfully transferred as provided by K.S.A. 17-7207, and amendments thereto, or a proceeding under subsection (b).
(b) The district court, upon the suit of the corporation or any stockholder, shall have jurisdiction to issue all orders necessary to prevent the corporation from losing its status as a close corporation, or to restore its status as a close corporation, by enjoining or setting aside any act or threatened act on the part of the corporation or a stockholder which would be inconsistent with any of the provisions or conditions required or permitted by K.S.A. 17-7202, and amendments thereto, to be stated in the articles of incorporation for a close corporation, unless it is an act approved in accordance with K.S.A. 17-7206, and amendments thereto. The district court may enjoin or set aside any transfer or threatened transfer of stock of a close corporation which is contrary to the terms of its articles of incorporation or of any transfer restriction permitted by K.S.A. 17-6426, and amendments thereto, and may enjoin any public offering, as defined in K.S.A. 17-7202, and amendments thereto, or threatened public offering of stock of the close corporation.
History:
L. 1972, ch. 52, § 132; L. 2000, ch. 39, § 43; L. 2016, ch. 110, § 112; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 72 - Close Corporations › 17-7209 Invalid transfer of close corporation's security; corporate option.

17-7209. Invalid transfer of close corporation's security; corporate option.
If a restriction on the transfer of a security of a close corporation is held not to be authorized by K.S.A. 17-6426, and amendments thereto, the corporation, nevertheless, shall have an option, for a period of 30 days after the judgment setting aside the restriction becomes final, to acquire the restricted security at a price which is agreed upon by the parties, or if no agreement is reached as to price, then at the fair value as determined by the district court. In order to determine fair value, the court may appoint an appraiser to receive evidence and report to the court such appraiser's findings and recommendation as to fair value.
History:
L. 1972, ch. 52, § 133; L. 2016, ch. 110, § 113; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 72 - Close Corporations › 17-7210 Agreement of stockholders to restrict discretion or powers of board of directors of close corporation.

17-7210.
Agreement of stockholders to restrict discretion or powers of board of directors of close corporation.
A written agreement among the stockholders of a close corporation holding a majority of the outstanding stock entitled to vote, whether solely among themselves or with a party not a stockholder, is not invalid, as between the parties to the agreement, on the ground that it so relates to the conduct of the business and affairs of the corporation as to restrict or interfere with the discretion or powers of the board of directors. The effect of any such agreement shall be to relieve the directors and impose upon the stockholders who are parties to the agreement the liability for managerial acts or omissions which is imposed on directors, to the extent and so long as the discretion or powers of the board in its management of corporate affairs is controlled by such agreement.
History:
L. 1972, ch. 52, § 134; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 72 - Close Corporations › 17-7211 Management of close corporation by stockholders.

17-7211. Management of close corporation by stockholders.
(a) The articles of incorporation of a close corporation may provide that the business of the corporation shall be managed by the stockholders of the corporation, rather than by a board of directors. So long as this provision continues in effect: (1) No meeting of stockholders need be called to elect directors; (2) unless the context clearly requires otherwise, the stockholders of the corporation shall be deemed to be directors for purposes of applying provisions of this code; (3) unless provided otherwise in the articles of incorporation or by agreement made between the stockholders, action by stockholders shall be taken by the voting of shares of stock in the same manner as provided in K.S.A. 17-6502(a), and amendments thereto; and (4) the stockholders of the corporation shall be subject to all liabilities of directors. Such a provision may be inserted in the articles of incorporation by amendment, if all incorporators and subscribers or all holders of record of all of the outstanding stock, whether or not having voting power, authorize such a provision. An amendment to the articles of incorporation to delete such a provision shall be adopted by a vote of the holders of a majority of all outstanding stock of the corporation, whether or not otherwise entitled to vote.
(b) If the articles of incorporation contain a provision authorized by this section, the existence of such provision shall be noted conspicuously on the face or back of every stock certificate issued by such corporation or, in the case of uncertificated shares, contained in the notice sent pursuant to K.S.A. 17-6401(f), and amendments thereto.
History:
L. 1972, ch. 52, § 135; L. 1975, ch. 145, § 1; L. 2016, ch. 110, § 114; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 72 - Close Corporations › 17-7212 Appointment of custodian for close corporation, when.

17-7212. Appointment of custodian for close corporation, when.
(a) In addition to the provisions of K.S.A. 17-6516, and amendments thereto, respecting the appointment of a custodian for any corporation, the district court, upon application of any stockholder, may appoint one or more persons to be custodians, and, if the corporation is insolvent, to be receivers, of any close corporation when:
(1) Pursuant to K.S.A. 17-7211, and amendments thereto, the business and affairs of the corporation are managed by the stockholders and they are so divided that the business of the corporation is suffering or is threatened with irreparable injury, and any remedy with respect to such deadlock provided in the articles of incorporation or bylaws or in any written agreement of the stockholders has failed; or
(2) the petitioning stockholder has the right to dissolution of the corporation under a provision of the articles of incorporation permitted by K.S.A. 17-7215, and amendments thereto.
(b) In lieu of appointing a custodian for a close corporation under this section or K.S.A. 17-6516, and amendments thereto, the court may appoint a provisional director, whose powers and status shall be as provided in K.S.A. 17-7213, and amendments thereto, if the court determines that it would be in the best interest of the corporation. Such appointment shall not preclude any subsequent order of the court appointing a custodian for such corporation.
History:
L. 1972, ch. 52, § 136; L. 2016, ch. 110, § 115; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 72 - Close Corporations › 17-7213 Appointment of provisional director for close corporation, when; qualifications, rights and powers of provisional director.

17-7213. Appointment of provisional director for close corporation, when; qualifications, rights and powers of provisional director.
(a) Notwithstanding any contrary provision of the articles of incorporation or the bylaws or agreement of the stockholders, the district court may appoint a provisional director for a close corporation, if the directors are so divided respecting the management of the corporation's business and affairs that the votes required for action by the board of directors cannot be obtained, with the consequence that the business and affairs of the corporation can no longer be conducted to the advantage of the stockholders generally.
(b) An application for relief under this section must be filed: (1) By at least 1/2 of the number of directors then in office; (2) by the holders of at least 1/3 of all stock then entitled to elect directors; or (3) if there be more than one class of stock then entitled to elect one or more directors, by the holders of 2/3 of the stock of any such class. The articles of incorporation of a close corporation may provide that a lesser proportion of the directors or of the stockholders or of a class of stockholders may apply for relief under this section.
(c) A provisional director shall be an impartial person who is neither a stockholder nor a creditor of the corporation or of any subsidiary or affiliate of the corporation, and whose further qualifications, if any, may be determined by the district court. A provisional director is not a receiver of the corporation and does not have the title and powers of a custodian or receiver appointed under K.S.A. 17-6516 or 17-6901, and amendments thereto. A provisional director shall have all the rights and powers of a duly elected director of the corporation, including the right to notice of and to vote at meetings of directors, until such time as such person shall be removed by order of the court, or by the holders of a majority of all shares then entitled to vote to elect directors, or by the holders of 2/3 of the shares of that class of voting shares which filed the application for appointment of a provisional director. A provisional director's compensation shall be determined by agreement between such person and the corporation, subject to approval of the court, which may fix such person's compensation in the absence of agreement or in the event of disagreement between the provisional director and the corporation.
(d) Even though the requirements of subsection (b), relating to the number of directors or stockholders who may petition for appointment of a provisional director are not satisfied, the district court, nevertheless, may appoint a provisional director if permitted by K.S.A. 17-7212(b), and amendments thereto.
History:
L. 1972, ch. 52, § 137; L. 2016, ch. 110, § 116; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 72 - Close Corporations › 17-7214 Operation of close corporation as partnership.

17-7214.
Operation of close corporation as partnership.
No written agreement among stockholders of a close corporation, nor any provision of the articles of incorporation or of the bylaws of the corporation, which agreement or provision relates to any phase of the affairs of such corporation, including but not limited to the management of its business or declaration and payment of dividends, or other division of profits, or the election of directors or officers, or the employment of stockholders by the corporation, or the arbitration of disputes, shall be invalid on the ground that it is an attempt by the parties to the agreement or by the stockholders of the corporation to treat the corporation as if it were a partnership, or to arrange relations among the stockholders or between the stockholders and the corporation in a manner that would be appropriate only among partners.
History:
L. 1972, ch. 52, § 138; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 72 - Close Corporations › 17-7215 Dissolution of close corporation at option of stockholders or upon event or contingency specified in articles of incorporation; disclosure of provision on stock certificates.

17-7215. Dissolution of close corporation at option of stockholders or upon event or contingency specified in articles of incorporation; disclosure of provision on stock certificates.
(a) The articles of incorporation of any close corporation may include a provision granting to any stockholder, or to the holders of any specified number or percentage of shares of any class of stock, an option to have the corporation dissolved at will or upon the occurrence of any specified event or contingency. Whenever any such option to dissolve is exercised, the stockholders exercising such option shall give written notice thereof to all other stockholders. After the expiration of 30 days following the sending of such notice, the dissolution of the corporation shall proceed as if the required number of stockholders having voting power had voted in favor thereof.
(b) If the articles of incorporation, as originally filed, do not contain a provision authorized by subsection (a), the articles may be amended to include such provision if adopted by the affirmative vote of the holders of all the outstanding stock, whether or not entitled to vote, unless the articles of incorporation specifically authorize such an amendment by a vote which shall be not less than 2/3 of all the outstanding stock whether or not entitled to vote.
(c) Each stock certificate in any corporation whose articles of incorporation authorize dissolution, as permitted by this section, shall conspicuously note on the face thereof or, in the case of uncertificated shares, contained in the notice sent pursuant to K.S.A. 17-6401(f), and amendments thereto, the existence of the provision. Unless noted conspicuously on the face of the stock certificate or in the notice sent pursuant to K.S.A. 17-6401(f), and amendments thereto, or unless the transferee had actual knowledge of or consented to the dissolution, the provision is ineffective.
History:
L. 1972, ch. 52, § 139; L. 2016, ch. 110, § 117; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 72 - Close Corporations › 17-7216 Effect of close corporation provisions on other laws.

17-7216.
Effect of close corporation provisions on other laws.
The provisions of K.S.A. 17-7201 to 17-7215, inclusive, and any amendments thereto shall not be deemed to repeal any statute or rule of law which is or would be applicable to any corporation which is organized under the provisions of this act, but which is not a close corporation.
History:
L. 1972, ch. 52, § 140; L. 1973, ch. 100, § 17; July 1.