reglab/statecodes huggingface dataset:
2023 Kansas Statutes › Chapter 17 - Corporations › Article 12 - Securities › 17-1286 Control share acquisitions; control shares, defined.

17-1286.
Control share acquisitions; control shares, defined.
"Control shares" means shares that, except for this act, would have voting power with respect to shares of an issuing public corporation that, when added to all other shares of the issuing public corporation owned by a person, or in respect to which that person may exercise or direct the exercise of voting power, would entitle that person immediately after acquisition of the shares, directly or indirectly, alone or as part of a group, to exercise or direct the exercise of the voting power of the issuing public corporation, in the election of directors within any of the following ranges of voting power:
(a) One-fifth or more but less than 1/3 of all the voting power.
(b) One-third or more but less than a majority of all the voting power.
(c) A majority or more of all voting power.
History:
L. 1988, ch. 93, § 1; April 21.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 12 - Securities › 17-1287 Control share acquisition, defined.

17-1287.
Control share acquisition, defined.
(a) "Control share acquisition" means the acquisition, directly or indirectly, by any person of ownership of, or the power to direct the exercise of voting power with respect to, issued and outstanding control shares.
(b) For purposes of this act, all shares acquired within a 120-day period, and all shares acquired pursuant to a plan to make a control share acquisition, are deemed to have been acquired in the same acquisition.
(c) The acquisition of any shares of an issuing public corporation does not constitute a control share acquisition if the acquisition is consummated in any of the following circumstances:
(1) An acquisition before, or pursuant to an agreement existing before the effective date of this act.
(2) Pursuant to a will or other testamentary disposition, the laws of descent and distribution or by inter vivos gift when the gift is made in good faith and not for the purpose of circumventing this act.
(3) Pursuant to the satisfaction of a pledge or other security interest created in good faith and not for the purpose of circumventing this act.
(4) Pursuant to a merger or consolidation effected in compliance with K.S.A. 17-6701 et seq., and amendments thereto, if the issuing public corporation is a party to the agreement of merger or consolidation.
(5) An acquisition from the issuing public corporation.
(6) An acquisition for the benefit of others by a person acting in good faith and not for the purpose of circumventing this act to the extent that the person may not exercise or direct the exercise of the voting power or disposition of the shares except upon the instruction of others.
(7) An acquisition by or from a person whose shares have been accorded voting rights in compliance with this act, or an acquisition from a person whose previous acquisition would have constituted a control share acquisition but for paragraphs (1) through (6) of this subsection if the acquisition entitles the person making the acquisition, directly or indirectly, alone or as part of a group, to exercise or direct the exercise of voting power of the corporation in the election of directors within a range not in excess of the range of voting power associated with the shares as previously held.
History:
L. 1988, ch. 93, § 2; April 21.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 12 - Securities › 17-1288 Interested shares, defined.

17-1288.
Interested shares, defined.
"Interested shares" means the shares of an issuing public corporation with respect to which any of the following persons may exercise or direct the exercise of voting power in the election of directors of the issuing public corporation:
(a) A person or member of a group that makes or proposes to make a control share acquisition.
(b) Any officer of the issuing public corporation.
(c) Any employee of the issuing public corporation who is also a director of the corporation.
History:
L. 1988, ch. 93, § 3; April 21.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 12 - Securities › 17-1289 Issuing public corporation, defined.

17-1289. Issuing public corporation, defined.
(a) An "issuing public corporation" means a corporation organized under the laws of the state of Kansas that has:
(1) One hundred or more shareholders;
(2) its principal place of business or its principal office in Kansas, or that owns or controls assets within Kansas having a fair market value of more than $1,000,000; and
(3) either:
(A) More than 10% of its shareholders resident in Kansas;
(B) more than 10% of its shares owned of record or beneficially by Kansas residents; or
(C) one thousand shareholders resident in Kansas.
(b) The residence of a shareholder is presumed to be the address appearing in the records of the corporation.
History:
L. 1988, ch. 93, § 4; L. 2016, ch. 110, § 10; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 12 - Securities › 17-1290 Application of act.

17-1290.
Application of act.
(a) Unless before the control acquisition a corporation's articles of incorporation or bylaws provide that this act does not apply to control share acquisitions of shares of the corporation, control shares of an issuing public corporation acquired in a control share acquisition have only such voting rights as are conferred by K.S.A. 17-1294.
(b) Notwithstanding subsection (a), the provisions of this act will not apply to control share acquisitions of an issuing public corporation for a period of six months from the effective date of this act, unless the corporation's articles of incorporation or bylaws provide that this article will apply.
History:
L. 1988, ch. 93, § 5; April 21.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 12 - Securities › 17-1291 Acquiring person statement, contents.

17-1291.
Acquiring person statement, contents.
Any person who makes or proposes to make a control share acquisition may at the person's election deliver an acquiring person statement to the issuing public corporation at the issuing public corporation's principal office. The acquiring person statement must set forth all of the following:
(a) The identity of the acquiring person and each other member of any group of which the person is a part for purposes of determining control shares.
(b) A statement that the acquiring person statement is given pursuant to this act.
(c) The number of shares of the issuing public corporation owned, directly or indirectly, by the acquiring person and each other member of the group.
(d) The range of voting power under which the control share acquisition falls or would, if consummated, fall.
(e) If the control share acquisition has not taken place:
(1) A description in reasonable detail of the terms of the proposed control share acquisition; and
(2) Representations of the acquiring person, together with a statement in reasonable detail of the facts upon which they are based, that the proposed control share acquisition, if consummated, will not be contrary to law, and that the acquiring person has the financial capacity to make the proposed control share acquisition.
History:
L. 1988, ch. 93, § 6; April 21.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 12 - Securities › 17-1292 Special meeting to determine voting rights, when.

17-1292.
Special meeting to determine voting rights, when.
(a) If the acquiring person so requests at the time of delivery of an acquiring person statement and gives an undertaking to pay the corporation's expenses of a special meeting, within 10 days thereafter, the directors of the issuing public corporation shall call a special meeting of shareholders of the issuing public corporation for the purpose of considering the voting rights to be accorded the shares acquired or to be acquired in the control share acquisition.
(b) Unless the acquiring person agrees in writing to another date, the special meeting of shareholders shall be held within 50 days after receipt by the issuing public corporation of the request.
(c) If no request is made, the voting rights to be accorded the shares acquired in the control share acquisition shall be presented to the next special or annual meeting of shareholders.
(d) If the acquiring person so requests in writing at the time of delivery of the acquiring person statement, the special meeting must not be held sooner than 30 days after receipt by the issuing public corporation of the acquiring person statement.
History:
L. 1988, ch. 93, § 7; April 21.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 12 - Securities › 17-1293 Notice of special meeting.

17-1293.
Notice of special meeting.
(a) If a special meeting is requested, notice of the special meeting of shareholders shall be given as promptly as reasonably practicable by the issuing public corporation to all shareholders of record as of the record date set for the meeting, whether or not entitled to vote at the meeting.
(b) Notice of the special or annual shareholder meeting at which the voting rights are to be considered must include or be accompanied by both of the following:
(1) A copy of the acquiring person statement delivered to the issuing public corporation pursuant to this act.
(2) A statement by the board of directors of the corporation, authorized by its directors, of its position or recommendation, or that it is taking no position or making no recommendation, with respect to the proposed control share acquisition.
History:
L. 1988, ch. 93, § 8; April 21.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 12 - Securities › 17-1294 Voting rights of control shares; resolution.

17-1294.
Voting rights of control shares; resolution.
(a) Control shares acquired in a control share acquisition have the same voting rights as were accorded the shares before the control share acquisition only to the extent granted by resolution approved by the shareholders of the issuing public corporation.
(b) To be approved under this section, the resolution must be approved by:
(1) The affirmative vote of a majority of all outstanding shares entitled to vote in the election of directors voting by class if required by the terms of the shares; and
(2) the affirmative vote of a majority of all outstanding shares entitled to vote in the election of directors voting by class if required by the terms of the shares, excluding all interested shares.
History:
L. 1988, ch. 93, § 9; April 21.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 12 - Securities › 17-1295 Redemption of shares, when.

17-1295.
Redemption of shares, when.
(a) Unless otherwise provided in the articles of incorporation or bylaws of an issuing public corporation before a control share acquisition has occurred or has been proposed, the issuing public corporation may call for redemption of not less than all shares acquired in a control share acquisition at a redemption price equal to the market value of the shares at the time the call for redemption is given, in the event:
(1) An acquiring person statement has not been delivered to the issuing public corporation by the acquiring person by the tenth day after the control share acquisition; or
(2) an acquiring person statement has been filed but the shareholders have voted not to accord voting rights to the control shares.
(b) The call for redemption shall be given within 30 days after the event giving the issuing public corporation the option to call for redemption and the shares shall be redeemed within 60 days after the call is given.
History:
L. 1988, ch. 93, § 10; April 21.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 12 - Securities › 17-1296 Dissenters' rights, notice.

17-1296.
Dissenters' rights, notice.
(a) Unless otherwise provided in a corporation's articles of incorporation or bylaws before a control share acquisition has occurred or has been proposed, in the event that control shares acquired in a control share acquisition are accorded full voting rights and the acquiring person has acquired control shares with a majority or more of all voting power, each shareholder of the issuing public corporation who objected thereto in writing and whose shares either were not entitled to vote or were not voted in favor of the control share acquisition and who files such written objection with the corporation before the taking of the vote on the control share acquisition shall have dissenters' rights as provided in K.S.A. 17-6712, and amendments thereto.
(b) As soon as practicable after these events have occurred, the board of directors shall cause a notice to be sent to all shareholders of the corporation advising them of the facts and that they have dissenters' rights to receive the fair value of their shares pursuant to K.S.A. 17-6712, and amendments thereto.
(c) As used in this section, "fair value" means a value not less than the highest price paid per share by the acquiring person in the control share acquisition.
History:
L. 1988, ch. 93, § 11; April 21.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 12 - Securities › 17-1297 Control shares, voting rights; affiliate and associate, defined.

17-1297.
Control shares, voting rights; affiliate and associate, defined.
(a) As used in this section "affiliate" means a person that directly or indirectly controls, is controlled by, or is under common control with, a specified person.
(b) As used in this section "associate," when used to indicate a relationship with any person, means any of the following:
(1) Any corporation or organization of which the person is an officer, director or partner or is, directly or indirectly, the beneficial owner of 10% or more of any class or series of shares entitled to vote or other equity interest.
(2) Any trust or estate in which the person has a substantial beneficial interest or as to which the person serves as trustee or personal representative or in a similar fiduciary capacity.
(3) Any relative or spouse of the person, or any relative of the spouse, residing in the house of the person.
(c) Control shares acquired in a control share acquisition that do not have voting rights accorded them by approval of a resolution of shareholders shall regain their voting rights on transfer to a person other than the acquiring person or affiliate or associate of the acquiring person, unless the acquisition of the shares by the other person constitutes a control share acquisition, in which case the voting rights of the shares acquired by such other person are subject to the provisions of this act.
History:
L. 1988, ch. 93, § 12; April 21.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 12 - Securities › 17-1298 Enforcement of act.

17-1298.
Enforcement of act.
An acquiring person, an issuing public corporation and a shareholder of an issuing public corporation may sue at law or in equity to enforce the provisions of this act.
History:
L. 1988, ch. 93, § 13; April 21.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 12a - Uniform Securities Act › 17-12a,101 Citation of act.

17-12a101.
Citation of act.
K.S.A. 17-12a101 through 17-12a703, and amendments thereto, may be cited as the Kansas uniform securities act.
History:
L. 2004, ch. 154, § 1; July 1, 2005.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 12a - Uniform Securities Act › 17-12a,103 References to federal statutes.

17-12a103.
References to federal statutes.
"Securities act of 1933" (15 U.S.C. section 77a et seq.), "securities exchange act of 1934" (15 U.S.C. section 78a et seq.), "public utility holding company act of 1935" (15 U.S.C. section 79 et seq.), "investment company act of 1940" (15 U.S.C. section 80a-1 et seq.), "investment advisers act of 1940" (15 U.S.C. section 80b-1 et seq.), "employee retirement income security act of 1974" (29 U.S.C. section 1001 et seq.), "national housing act" (12 U.S.C. section 1701 et seq.), "commodity exchange act" (7 U.S.C. Section 1 et seq.), "internal revenue code" (26 U.S.C. section 1 et seq.), "securities investor protection act of 1970" (15 U.S.C. section 78aaa et seq.), "securities litigation uniform standards act of 1998" (112 Stat. 3227), "small business investment act of 1958" (15 U.S.C. section 661 et seq.), and "electronic signatures in global and national commerce act" (15 U.S.C. section 7001 et seq.) mean those statutes and the rules and regulations adopted under those statutes, as in effect on the date of the latest amendment to any provision of this act.
History:
L. 2004, ch. 154, § 3; July 1, 2005.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 12a - Uniform Securities Act › 17-12a,104 References to federal agencies.

17-12a104.
References to federal agencies.
A reference in this act to an agency or department of the United States is also a reference to a successor agency or department.
History:
L. 2004, ch. 154, § 4; July 1, 2005.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 12a - Uniform Securities Act › 17-12a,105 Electronic records and signatures.

17-12a105.
Electronic records and signatures.
This act modifies, limits, and supersedes the federal electronic signatures in global and national commerce act, but does not modify, limit, or supersede section 101(c) of that act (15 U.S.C. section 7001(c)) or authorize electronic delivery of any of the notices described in section 103(b) of that act (15 U.S.C. section 7003(b)). This act authorizes the filing of records and signatures, when specified by provisions of this act or by a rule adopted or order issued under this act, in a manner consistent with section 104(a) of that act (15 U.S.C. section 7004(a)).
History:
L. 2004, ch. 154, § 5; July 1, 2005.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 12a - Uniform Securities Act › 17-12a,203 Additional exemptions and waivers.

17-12a203.
Additional exemptions and waivers.
A rule adopted or order issued under this act may exempt a security, transaction, or offer; a rule under this act may exempt a class of securities, transactions, or offers from any or all of the requirements of K.S.A. 17-12a301 through 17-12a306 and 17-12a504, and amendments thereto; and an order under this act may waive, in whole or in part, any or all of the conditions for an exemption or offer under K.S.A. 17-12a201 and 17-12a202, and amendments thereto.
History:
L. 2004, ch. 154, § 8; July 1, 2005.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 12a - Uniform Securities Act › 17-12a,204 Denial, suspension, revocation, condition or limitation of exemptions.

17-12a204. Denial, suspension, revocation, condition or limitation of exemptions.
(a) Except with respect to a federal covered security or a transaction involving a federal covered security, an order under this act may deny, suspend application of, condition, limit, or revoke an exemption created under K.S.A. 17-12a201(3)(C), (7) or (8) or 17-12a202, and amendments thereto, or an exemption or waiver created under K.S.A. 17-12a203, and amendments thereto, with respect to a specific security, transaction, or offer. An order under this section may be issued only pursuant to the procedures in K.S.A. 17-12a306(d) or 17-12a604, and amendments thereto, and only prospectively.
(b) Knowledge of order required. A person does not violate K.S.A. 17-12a301, 17-12a303 through 17-12a306, 17-12a504 or 17-12a510, and amendments thereto, by an offer to sell, offer to purchase, sale, or purchase effected after the entry of an order issued under this section if the person did not know, and in the exercise of reasonable care could not have known, of the order.
(c) Nothing in this section shall be construed to exempt any person from the anti-fraud provisions of K.S.A. 17-12a501, and amendments thereto, nor shall any exemption contained in K.S.A. 17-12a201 through 17-12a203, and amendments thereto, be construed to provide relief from any other provision of this article if the sale of such security would violate the provisions of K.S.A. 17-12a501, and amendments thereto.
History:
L. 2004, ch. 154, § 9; L. 2015, ch. 70, § 1; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 12a - Uniform Securities Act › 17-12a,205 Exemption filing fees.

17-12a205.
Exemption filing fees.
The administrator may by rules and regulations set a fee not to exceed $2,500 for an application or filing made in connection with any exemption from securities registration.
History:
L. 2004, ch. 154, § 10; July 1, 2005.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 12a - Uniform Securities Act › 17-12a,301 Securities registration requirement.

17-12a301.
Securities registration requirement.
It is unlawful for a person to offer or sell a security in this state unless:
(1) The security is a federal covered security;
(2) the security, transaction, or offer is exempted from registration under K.S.A. 17-12a201 through 17-12a203, and amendments thereto; or
(3) the security is registered under this act.
History:
L. 2004, ch. 154, § 11; July 1, 2005.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 12a - Uniform Securities Act › 17-12a,307 Waiver and modification.

17-12a307.
Waiver and modification.
The administrator may waive or modify, in whole or in part, any or all of the requirements of K.S.A. 17-12a302, 17-12a303 and 17-12a304(b), and amendments thereto, or the requirement of any information or record in a registration statement or in a periodic report filed pursuant to K.S.A. 17-12a305(i), and amendments thereto.
History:
L. 2004, ch. 154, § 17; July 1, 2005.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 12a - Uniform Securities Act › 17-12a,403 Investment adviser registration requirement and exemptions.

17-12a403.
Investment adviser registration requirement and exemptions.
(a) Registration requirement. It is unlawful for a person to transact business in this state as an investment adviser unless the person is registered under this act as an investment adviser or is exempt from registration as an investment adviser under subsection (b).
(b) Exemptions from registration. The following persons are exempt from the registration requirement of subsection (a):
(1) A person without a place of business in this state that is registered under the securities act of the state in which the person has its principal place of business if its only clients in this state are:
(A) Federal covered investment advisers, investment advisers registered under this act, or broker-dealers registered under this act;
(B) institutional investors;
(C) bona fide preexisting clients whose principal places of residence are not in this state if the investment adviser is registered under the securities act of the state in which the clients maintain principal places of residence; or
(D) any other client exempted by rule adopted or order issued under this act;
(2) a person without a place of business in this state if the person has had, during the preceding 12 months, not more than five clients that are resident in this state in addition to those specified under paragraph (1); or
(3) any other person exempted by rule adopted or order issued under this act.
(c) Limits on employment or association. It is unlawful for an investment adviser, directly or indirectly, to employ or associate with an individual to engage in an activity related to investment advice in this state if the registration of the individual is suspended or revoked or the individual is barred from employment or association with an investment adviser, federal covered investment adviser, or broker-dealer by an order under this act, the securities and exchange commission, or a self-regulatory organization, unless the investment adviser did not know, and in the exercise of reasonable care could not have known, of the suspension, revocation, or bar. Upon request from the investment adviser and for good cause, the administrator, by order, may waive, in whole or in part, the application of the prohibitions of this subsection to the investment adviser.
(d) Investment adviser representative registration required. It is unlawful for an investment adviser to employ or associate with an individual required to be registered under this act as an investment adviser representative who transacts business in this state on behalf of the investment adviser unless the individual is registered under K.S.A. 17-12a404(a), and amendments thereto, or is exempt from registration under K.S.A. 17-12a404(b), and amendments thereto.
History:
L. 2004, ch. 154, § 20; July 1, 2005.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 12a - Uniform Securities Act › 17-12a,405 Federal covered investment adviser notice filing requirement.

17-12a405.
Federal covered investment adviser notice filing requirement.
(a) Notice filing requirement. Except with respect to a federal covered investment adviser described in subsection (b), it is unlawful for a federal covered investment adviser to transact business in this state as a federal covered investment adviser unless the federal covered investment adviser complies with subsection (c).
(b) Notice filing requirement not required. The following federal covered investment advisers are not required to comply with subsection (c):
(1) A federal covered investment adviser without a place of business in this state if its only clients in this state are:
(A) Federal covered investment advisers, investment advisers registered under this act, and broker-dealers registered under this act;
(B) institutional investors;
(C) bona fide preexisting clients whose principal places of residence are not in this state; or
(D) other clients specified by rule adopted or order issued under this act;
(2) a federal covered investment adviser without a place of business in this state if it has had, during the preceding 12 months, not more than five clients that are resident in this state in addition to those specified under paragraph (1); and
(3) any other person excluded by rule adopted or order issued under this act.
(c) Notice filing procedure. A person acting as a federal covered investment adviser, not excluded under subsection (b), shall file a notice, a consent to service of process complying with K.S.A. 17-12a611, and amendments thereto, and such records as have been filed with the securities and exchange commission under the investment advisers act of 1940 required by rule adopted or order issued under this act and pay the fees specified in K.S.A. 17-12a410(a)(5), and amendments thereto.
(d) Effectiveness of filing. The notice under subsection (c) becomes effective upon its filing, and shall expire on December 31 each year, unless renewed.
History:
L. 2004, ch. 154, § 22; L. 2006, ch. 47, § 4; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 12a - Uniform Securities Act › 17-12a,406 Registration by broker-dealer, agent, investment adviser and investment adviser representative.

17-12a406.
Registration by broker-dealer, agent, investment adviser and investment adviser representative.
(a) Application for initial registration. A person shall register as a broker-dealer, agent, investment adviser, or investment adviser representative by filing an application and a consent to service of process complying with K.S.A. 17-12a611, and amendments thereto, and paying the fee specified in K.S.A. 17-12a410, and amendments thereto, and any reasonable fees charged by the designee of the administrator for processing the filing. The application must contain:
(1) The information or record required for the filing of a uniform application; and
(2) upon request by the administrator, any other financial or other information or record that the administrator determines is appropriate.
(b) Amendment. If the information or record contained in an application filed under subsection (a) is or becomes inaccurate or incomplete in a material respect, the registrant shall promptly file a correcting amendment.
(c) Effectiveness of registration. If the administrator finds that the applicant and, if applicable, the officers, directors or partners of the applicant are of sufficient character and reputation to warrant the public trust, and an order is not in effect and a proceeding is not pending under K.S.A. 17-12a412, and amendments thereto, registration becomes effective at noon on the 45th day after a completed application is filed, unless the registration is denied or the administrator has given written notice of deficiencies that are unresolved and that would constitute grounds for denial under K.S.A. 17-12a412, and amendments thereto. A rule adopted or order issued under this act may set an earlier effective date or may defer the effective date until noon on the 45th day after the filing of any amendment completing the application.
(d) Registration renewal. A registration is effective until midnight on December 31 of the year for which the application for registration is filed. Unless an order is in effect under K.S.A. 17-12a412, and amendments thereto, a registration may be automatically renewed each year by filing such records as are required by rule adopted or order issued under this act, by paying the fee specified in K.S.A. 17-12a410, and amendments thereto, and by paying costs charged by the designee of the administrator for processing the filings.
(e) Additional conditions or waivers. A rule adopted or order issued under this act may impose other conditions not inconsistent with the national securities markets improvement act of 1996. An order issued under this act may waive, in whole or in part, specific requirements in connection with registration as are in the public interest and for the protection of investors.
History:
L. 2004, ch. 154, § 23; L. 2006, ch. 47, § 5; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 12a - Uniform Securities Act › 17-12a,407 Succession and change in registration of broker-dealer or investment adviser.

17-12a407.
Succession and change in registration of broker-dealer or investment adviser.
(a) Succession. A broker-dealer or investment adviser may succeed to the current registration of another broker-dealer or investment adviser or a notice filing of a federal covered investment adviser, and a federal covered investment adviser may succeed to the current registration of an investment adviser or notice filing of another federal covered investment adviser, by filing as a successor an application for registration pursuant to K.S.A. 17-12a401 or 17-12a403, and amendments thereto, or a notice pursuant to K.S.A. 17-12a405, and amendments thereto, for the unexpired portion of the current registration or notice filing.
(b) Organizational change. A broker-dealer or investment adviser that changes its form of organization or state of incorporation or organization may continue its registration by filing an amendment to its registration if the change does not involve a material change in its financial condition or management. The amendment becomes effective when filed or on a date designated by the registrant in its filing. The new organization is a successor to the original registrant for the purposes of this act. If there is a material change in financial condition or management, the broker-dealer or investment adviser shall file a new application for registration. A predecessor registered under this act shall stop conducting its securities business other than winding down transactions and shall file for withdrawal of broker-dealer or investment adviser registration within 45 days after filing its amendment to effect succession.
(c) Name change. A broker-dealer or investment adviser that changes its name may continue its registration by filing an amendment to its registration. The amendment becomes effective when filed or on a date designated by the registrant.
(d) Change of control. A change of control of a broker-dealer or investment adviser may be made in accordance with a rule adopted or order issued under this act.
History:
L. 2004, ch. 154, § 24; July 1, 2005.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 12a - Uniform Securities Act › 17-12a,409 Withdrawal of registration of broker-dealer, agent, investment adviser and investment adviser representative.

17-12a409.
Withdrawal of registration of broker-dealer, agent, investment adviser and investment adviser representative.
Withdrawal of registration by a broker-dealer, agent, investment adviser, or investment adviser representative becomes effective 60 days after the filing of the application to withdraw or within any shorter period as provided by rule adopted or order issued under this act unless a revocation or suspension proceeding is pending when the application is filed. If a proceeding is pending, withdrawal becomes effective when and upon such conditions as required by rule adopted or order issued under this act. The administrator may institute a revocation or suspension proceeding under K.S.A. 17-12a412, and amendments thereto, within one year after the withdrawal became effective automatically and issue a revocation or suspension order as of the last date on which registration was effective if a proceeding is not pending.
History:
L. 2004, ch. 154, § 26; July 1, 2005.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 12a - Uniform Securities Act › 17-12a,410 Filing fees.

17-12a410.
Filing fees.
(a) Filing fees. The administrator shall establish fees by rules and regulations, subject to the following limitations:
(1) Broker-dealers. A person shall pay a fee of not more than $300 when initially filing an application for registration as a broker-dealer and filing a renewal of registration as a broker-dealer. If the filing results in a denial or withdrawal, the administrator shall retain the fee.
(2) Agents. The fee for an individual is not more than $100 when filing an application for registration as an agent, when filing a renewal of registration as an agent, and when filing for a change of registration as an agent. If the filing results in a denial or withdrawal, the administrator shall retain the fee.
(3) Investment advisers. A person shall pay a fee of not more than $300 when filing an application for registration as an investment adviser and when filing a renewal of registration as an investment adviser. If the filing results in a denial or withdrawal, the administrator shall retain the fee.
(4) Investment adviser representatives. The fee for an individual is not more than $100 when filing an application for registration as an investment adviser representative, when filing a renewal of registration as an investment adviser representative, and when filing a change of registration as an investment adviser representative. If the filing results in a denial or withdrawal, the administrator shall retain the fee.
(5) Federal covered investment advisers. A federal covered investment adviser required to file a notice under K.S.A. 17-12a405, and amendments thereto, shall pay an initial fee and an annual notice fee of not more than $300.
(b) Payment. A person required to pay a filing or notice fee under this section may transmit the fee through or to a designee as a rule or order provides under this act.
History:
L. 2004, ch. 154, § 27; July 1, 2005.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 12a - Uniform Securities Act › 17-12a,501 General fraud.

17-12a501.
General fraud.
It is unlawful for a person, in connection with the offer, sale, or purchase of a security, directly or indirectly:
(1) To employ a device, scheme, or artifice to defraud;
(2) to make an untrue statement of a material fact, or omit to state a material fact necessary in order to make a statement made, in the light of the circumstances under which it is made, not misleading; or
(3) to engage in an act, practice, or course of business that operates or would operate as a fraud or deceit upon another person.
History:
L. 2004, ch. 154, § 30; July 1, 2005.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 12a - Uniform Securities Act › 17-12a,502 Prohibited conduct in providing investment advice.

17-12a502.
Prohibited conduct in providing investment advice.
(a) Fraud in providing investment advice. It is unlawful for a person that advises others for compensation, either directly or indirectly or through publications or writings, as to the value of securities or the advisability of investing in, purchasing, or selling securities or that, for compensation and as part of a regular business, issues or promulgates analyses or reports relating to securities:
(1) To employ a device, scheme, or artifice to defraud another person; or
(2) to engage in an act, practice, or course of business that operates or would operate as a fraud or deceit upon another person.
(b) Rules defining fraud. A rule adopted under this act may define an act, practice, or course of business of an investment adviser or an investment adviser representative, other than a supervised person of a federal covered investment adviser, as fraudulent, deceptive, or manipulative, and prescribe means reasonably designed to prevent investment advisers and investment adviser representatives, other than supervised persons of a federal covered investment adviser, from engaging in acts, practices, and courses of business defined as fraudulent, deceptive, or manipulative.
(c) Rules specifying contents of advisory contract. A rule adopted under this act may specify the contents of an investment advisory contract entered into, extended, or renewed by an investment adviser.
History:
L. 2004, ch. 154, § 31; July 1, 2005.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 12a - Uniform Securities Act › 17-12a,503 Evidentiary burden.

17-12a503.
Evidentiary burden.
(a) Civil. In a civil action or administrative proceeding under this act, a person claiming an exemption, exception, preemption, or exclusion has the burden to prove the applicability of the claim.
(b) Criminal. In a criminal proceeding under this act, a person claiming an exemption, exception, preemption, or exclusion has the burden of going forward with evidence of the claim.
History:
L. 2004, ch. 154, § 32; July 1, 2005.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 12a - Uniform Securities Act › 17-12a,504 Filing of sales and advertising literature.

17-12a504.
Filing of sales and advertising literature.
(a) Filing requirement. Except as otherwise provided in subsection (b), a rule adopted or order issued under this act may require the filing of a prospectus, pamphlet, circular, form letter, advertisement, sales literature, or other advertising record relating to a security or investment advice, addressed or intended for distribution to prospective investors, including clients or prospective clients of a person registered or required to be registered as an investment adviser under this act.
(b) Excluded communications. This section does not apply to sales and advertising literature specified in subsection (a) which relates to a federal covered security, a federal covered investment adviser, or a security or transaction exempted by K.S.A. 17-12a201, 17-12a202, or 17-12a203, and amendments thereto, except as required for a notice filing under K.S.A. 17-12a201, 17-12a202, or 17-12a203, and amendments thereto.
History:
L. 2004, ch. 154, § 33; July 1, 2005.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 12a - Uniform Securities Act › 17-12a,505 Misleading filings; coercion; obstruction.

17-12a505.
Misleading filings; coercion; obstruction.
(a) It is unlawful for a person to make or cause to be made, in a record that is used in an action or proceeding or filed under this act, a statement that, at the time and in the light of the circumstances under which it is made, is false or misleading in a material respect, or, in connection with the statement, to omit to state a material fact necessary to make the statement made, in the light of the circumstances under which it was made, not false or misleading.
(b) It is unlawful for any person to intentionally influence, coerce, manipulate or mislead any person in connection with financial statements or appraisals to be used in the offer, sale or purchase of securities for the purpose of rendering such financial statements or appraisals materially misleading.
(c) It is unlawful for any person to:
(1) Alter, destroy, shred, mutilate, conceal, cover up or falsify any record with the intent to impede, obstruct or influence any investigation by the administrator or the administrator's designee;
(2) alter, destroy, shred, mutilate or conceal a record with the intent to impair the object's integrity or availability for use in a proceeding before the administrator or a proceeding brought by the administrator; or
(3) take action harmful to a person with the intent to retaliate, including, but not limited to, interference with lawful employment of such person, for providing truthful information relating to a violation of this act.
History:
L. 2004, ch. 154, § 34; July 1, 2005.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 12a - Uniform Securities Act › 17-12a,506 Misrepresentations concerning registration or exemption.

17-12a506.
Misrepresentations concerning registration or exemption.
The filing of an application for registration, a registration statement, a notice filing under this act, the registration of a person, the notice filing by a person, or the registration of a security under this act does not constitute a finding by the administrator that a record filed under this act is true, complete, and not misleading. The filing or registration or the availability of an exemption, exception, preemption, or exclusion for a security or a transaction does not mean that the administrator has passed upon the merits or qualifications of, or recommended or given approval to, a person, security, or transaction. It is unlawful to make, or cause to be made, to a purchaser, customer, client, or prospective customer or client a representation inconsistent with this section.
History:
L. 2004, ch. 154, § 35; July 1, 2005.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 12a - Uniform Securities Act › 17-12a,507 Qualified immunity.

17-12a507.
Qualified immunity.
A broker-dealer, agent, investment adviser, federal covered investment adviser, or investment adviser representative is not liable to another broker-dealer, agent, investment adviser, federal covered investment adviser, or investment adviser representative for defamation relating to a statement that is contained in a record required by the administrator, or designee of the administrator, the securities and exchange commission, or a self-regulatory organization, unless the person knew, or should have known at the time that the statement was made, that it was false in a material respect or the person acted in reckless disregard of the statement's truth or falsity.
History:
L. 2004, ch. 154, § 36; July 1, 2005.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 12a - Uniform Securities Act › 17-12a,603 Civil enforcement.

17-12a603.
Civil enforcement.
(a) Civil action instituted by administrator. If the administrator believes that a person has engaged, is engaging, or is about to engage in an act, practice, or course of business constituting a violation of this act or a rule adopted or order issued under this act or that a person has, is, or is about to engage in an act, practice, or course of business that materially aids a violation of this act or a rule adopted or order issued under this act, the administrator may maintain an action in any court of competent jurisdiction to enjoin the act, practice, or course of business and to enforce compliance with this act or a rule adopted or order issued under this act.
(b) Relief available. In an action under this section and on a proper showing, the court may:
(1) Issue a permanent or temporary injunction, restraining order, or declaratory judgment;
(2) order other appropriate or ancillary relief, which may include:
(A) An asset freeze, accounting, writ of attachment, writ of general or specific execution, and appointment of a receiver or conservator, that may be the administrator, for the defendant or the defendant's assets;
(B) ordering the administrator to take charge and control of a defendant's property, including investment accounts and accounts in a depository institution, rents, and profits; to collect debts; and to acquire and dispose of property;
(C) imposing a civil penalty up to $25,000 for each violation. If any person is found to have violated any provision of this act, and such violation is committed against elder or disabled persons, as defined in K.S.A. 50-676, and amendments thereto, in addition to any civil penalty otherwise provided by law, the court may impose an additional penalty not to exceed $15,000 for each such violation. The total penalty against a person shall not exceed $1,000,000;
(D) an order of rescission, restitution, or disgorgement directed to a person that has engaged in an act, practice, or course of business constituting a violation of this act or the predecessor act or a rule adopted or order issued under this act or the predecessor act; and
(E) ordering the payment of prejudgment and postjudgment interest; or
(3) order such other relief as the court considers appropriate.
(c) No bond required. The administrator may not be required to post a bond in an action or proceeding under this act.
History:
L. 2004, ch. 154, § 42; July 1, 2005.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 12a - Uniform Securities Act › 17-12a,606 Administrative files and opinions.

17-12a606.
Administrative files and opinions.
(a) Public register of filings. The administrator shall maintain, or designate a person to maintain, a register of applications for registration of securities; registration statements; notice filings; applications for registration of broker-dealers, agents, investment advisers, and investment adviser representatives; notice filings by federal covered investment advisers that are or have been effective under this act or the predecessor act; notices of claims of exemption from registration or notice filing requirements contained in a record; orders issued under this act or the predecessor act; and interpretative opinions or no action determinations issued under this act.
(b) Public availability. The administrator shall make all rules, forms, interpretative opinions, and orders available to the public.
(c) Copies of public records. The administrator shall furnish a copy of a record that is a public record or a certification that the public record does not exist to a person that so requests. A rule adopted under this act may establish a reasonable charge for furnishing the record or certification. A copy of the record certified or a certificate by the administrator of a record's nonexistence is prima facie evidence of a record or its nonexistence.
History:
L. 2004, ch. 154, § 45; July 1, 2005.