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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.

Source or Prior Law:

17-3606; 8 Del. C. § 278.

Cross References to Related Sections:

Limitation on duration of corporation's existence permitted in articles of incorporation, see 17-6002(b)(5).

Dissolution, see 17-6803 through 17-6806.

Effect of dissolution on pending action, see 17-6811.

Revocation of voluntary dissolution, see 17-7001.

Actions against corporations, see chapter 17, article 71.

Law Review and Bar Journal References:

"Corporate Reincarnation—CERCLA Liability After Corporate Dissolution," Troy A. Stremming, 33 W.L.J. 874, 884 (1994).

CASE ANNOTATIONS

1. Wind-up period for purposes of suit may only be extended by application made during wind-up period. Patterson v. Missouri Valley Steel, Inc., 229 Kan. 481, 482, 483, 485, 486, 488, 490, 625 P.2d 483 (1981).

2. 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, 494, 497, 498, 625 P.2d 1123 (1981).

3. Stockholders with personal interest in judgment may pursue it in separate lawsuit after winding down period has elapsed. Carmichael v. Halstead Nursing Center, Ltd., 237 Kan. 495, 499, 701 P.2d 934 (1985).

4. During three-year windup period, dissolving corporation has capacity to sue to enforce anticompetition clauses. First American Investment Group, Inc. v. Henry, 11 Kan. App. 2d 671, 674, 675, 676, 732 P.2d 792 (1987).

5. Dissolved corporation still existed in Kansas; bankruptcy court had jurisdiction over involuntary Chapter 7 action. In Re Liberal Mack Sales, Inc., 24 B.R. 707, 710 (1982).

6. Nature of suit by corporation whose articles of incorporation forfeited, effect of reinstatement of articles examined. Mission Road Assocs, L.P. v. IML Realty Co., 15 Kan. App. 2d 388, 390, 807 P.2d 1330 (1991).

7. Provision that dissolved corporation cannot sue or be sued after expiration of wind-up period does not affect legal title to property. Pottorf v. U.S., 773 F. Supp. 1491 (1991).

8. Three-year period not applicable to trustee or receiver representing dissolved corporation; appointment may occur more than three years after dissolution. Glazer v. Motor Parts Rebuilders, Inc., 865 S.W. 2d 371 (Mo.App.W.D.1994).

9. Expired corporation may not hide behind provisions of section; business continued and may be sued. Mitchell v. Miller, 27 Kan. App. 2d 666, 8 P.3d 26 (2000).


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