Printable Format17-6001. Formation of corporations; incorporators; purposes; corporations subject to special statutory regulation. (a) Any person, partnership, association or corporation, singly or jointly with others, and without regard to such person's or entity's residence, domicile or state of incorporation, may incorporate or organize a corporation under this code by filing with the secretary of state articles of incorporation which shall be executed and filed in accordance with K.S.A. 17-7908 through 17-7910, and amendments thereto.
(b) Except as otherwise provided by law, a corporation may be incorporated or organized under this code to conduct or promote any lawful business or purposes.
(c) Corporations subject to special statutory regulation may be organized under this code if required by or otherwise consistent with such other statutory regulation, but such corporations shall be subject to the special provisions and requirements applicable to such corporations. Where the provisions and requirements of this code are not inconsistent, they shall be construed as supplemental to such other statutes and not in derogation or limitation thereof, and such corporations shall be governed thereby. Subject to the foregoing provisions of this subsection, any corporation organized under the laws of this state or authorized to do business in this state shall be governed by the applicable provisions of this code.
History: L. 1972, ch. 52, § 1; L. 1973, ch. 99, § 7; L. 1999, ch. 39, § 6; L. 2000, ch. 39, § 16; L. 2016, ch. 110, § 14; July 1.
Source or Prior Law:
17-2701, 17-2801, 17-2804, 17-2805, 17-2901, 17-4501; 8 Del. C. § 101.
Cross References to Related Sections:
Organization of banking corporations, see 9-801.
Building and loan associations, see 17-10a01 et seq.
Home building and owning corporations, see chapter 17, article 11.
Cemetery corporations, see chapter 17, article 13.
Cooperative societies, see chapter 17, article 15.
Cooperative marketing associations, see chapter 17, article 16.
Religious and charitable corporations, see chapter 17, article 17.
Trust companies, see chapter 9, article 21.
Credit unions, see chapter 17, article 22.
Development credit corporations, see chapter 17, article 23.
Incorporation of savings and loan associations, see chapter 17, article 52.
Limited liability companies, see chapter 17, article 76.
Organization of stock insurance companies, see chapter 40, article 3.
Formation of life insurance companies, see 40-401, 40-501.
Formation of mutual assessment life associations, see 40-602.
Formation of mutual fire and tornado companies, see 40-1001.
Mutual insurance companies other than life, see chapter 40, article 12.
Formation of mutual hail insurance companies, see 40-1501.
Organization of nonprofit dental service corporations, see 40-19a02.
Organization of nonprofit medical and hospital service corporations, see 40-19c03.
Certificate of authority of automobile club, see 40-2504.
Licensing and regulation of clubs, see chapter 41, article 26.
Regulation of public utilities and common carriers, see 66-101, 66-104, 66-105.
Law Review and Bar Journal References:
Reduction of number of natural persons required to establish a corporation, "The Kansas Corporation Code of 1972," William E. Treadway, 40 J.B.A.K. 301, 303 (1971).
"The Uniform Partnership Act," Steadman Ball, 41 J.B.A.K. 211, 212 (1972).
"Pending Changes to the Kansas General Corporation Code," William E. Quick, 72 J.K.B.A. No. 1, 21 (2003).
"The New Corporate Landscape: 2004 Kansas General Corporation Code," William Quick, 73 J.K.B.A. No. 7, 30 (2004).
Attorney General's Opinions:
State banking code; merger of bank with general business corporation. 83-29.
Financial interest of officer or director in corporate transaction; application to certain nonprofit corporations. 89-44.
Interlocal agreements and filing of articles of incorporation and other instruments; exceptions. 90-3.
City, county and township libraries; application of K.S.A. 12-1223 and 12-1225. 92-5.
Cooperative societies; bylaws and regulations; premiums; certain rebates or other inducements prohibited. 92-150.
Nonlegislative health related functions may be delegated to Flint Hills Community Health Center. 2003-25.
CASE ANNOTATIONS
1. Board of directors of insurer organized prior to enactment of code authorized to amend bylaws to provide for change as to number of directors elected. Lincoln American Corp. v. Victory Life Insurance Co., 375 F. Supp. 105, 107 (1973).
2. Section cited; no liability either alter ego or active participation by officer in fraud on creditor. Amoco Chemical Corporation v. Bach, 222 Kan. 589, 594, 567 P.2d 1337 (1977).
3. K.S.A. 17-1366 through 17-1368 relative to abandoned cemeteries and dissolution of cemetery corporations held permissible exercise of police power. State ex rel. Stephan v. Lane, 228 Kan. 379, 391, 614 P.2d 987 (1980).
4. Service upon resident agent of dissolved corporation during three year wind-up period constitutes valid service on corporation. Vogel v. Missouri Valley Steel, Inc., 229 Kan. 492, 496, 625 P.2d 1123 (1981).
5. Cited in holding health care provider act (K.S.A. 40-3401 et seq.) did not change rule of respondeat superior. McGuire v. Sifers, 235 Kan. 368, 375, 681 P.2d 1025 (1984).
6. On question certified relative to K.S.A. 60-258a, standards of duty on savings and loan association officers discussed. Federal Savings & Loan Ins. Corp. v. Huff, 237 Kan. 873, 880, 704 P.2d 372 (1985).
7. Cited in opinion holding that K.S.A. 17-2708 of professional corporation law does not authorize medical practice by general corporation. Early Detection Center, Inc. v. Wilson, 248 Kan. 869, 873, 811 P.2d 860 (1991).
8. Corporation held to be alter ego to avoid fiduciary responsibility to secured creditor; alter ego doctrine discussed. Dean Operations, Inc. v. One Seventy Assocs., 257 Kan. 676, 680, 896 P.2d 1012 (1995).
9. Summary judgment proper where evidence insufficient to prove corporation was alter ego of parent. Doughty v. CSX Transportation, Inc., 258 Kan. 493, 504, 905 P.2d 106 (1995).
10. Filing articles of incorporation with register of deeds pursuant to K.S.A. 17-6003 is a requirement of corporate existence. Fee Ins. Agency, Inc. v. Snyder, 261 Kan. 414, 417, 930 P.2d 1054 (1997).
11. Trial court order enjoining corporation from amending articles of incorporation violated due process. Kansas East Conf. of the United Methodist Church v. Bethany Med. Ctr., 266 Kan. 366, 371, 969 P.2d 859 (1998).