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17-7302. Foreign corporations; filing of merger or consolidation information; amendments to articles of incorporation. (a) Whenever any foreign corporation admitted to do business in this state is a party to a merger or consolidation with any other foreign corporation, whether or not admitted to do business in this state, such foreign corporation shall file with the secretary of state of this state, within 30 days after the time the merger or consolidation becomes effective, a certificate of the proper officer of the jurisdiction under the laws of which the merger or consolidation was effected, attesting to such merger or consolidation, or a form prescribed by the secretary of state of this state, in each case stating:

(1) The corporate parties thereto;

(2) the jurisdiction of incorporation of each corporate party;

(3) the time when such merger or consolidation became effective; and

(4) that the resulting or surviving corporation is a corporation in good standing in such jurisdiction.

(b) Whenever any foreign corporation admitted to do business in this state shall amend its articles of incorporation in a manner that affects any of the information contained on such corporation's application to do business in Kansas, the corporation shall file with the secretary of state, within 30 days after the amendment is adopted, a certificate of the proper officer of the jurisdiction in which such corporation has been incorporated attesting to such amendment. In the alternative, any foreign corporation may amend its original application for authority to do business in Kansas by filing a certificate of amendment certifying that such amendment has been duly adopted and executed in accordance with K.S.A. 17-7908 through 17-7910, and amendments thereto.

History: L. 1972, ch. 52, § 142; L. 1973, ch. 100, § 19; L. 1978, ch. 80, § 5; L. 1987, ch. 89, § 3; L. 1998, ch. 189, § 22; L. 2000, ch. 39, § 45; L. 2004, ch. 143, § 79; L. 2016, ch. 110, § 118; L. 2023, ch. 66, § 46; July 1.

Source or Prior Law:

17-505; 8 Del. C. § 372.

Cross References to Related Sections:

Resident agent required of corporations, see 17-6202.

Merger or consolidation, see chapter 17, article 67.

Extension, renewal or reinstatement of foreign corporation's authority to do business in Kansas, see 17-7002.

Initial filing of certificate of good standing, see 17-7301.

Change of foreign corporation's resident agent, see 17-7304.

Action by attorney general to enjoin foreign corporation from doing business in Kansas, see 17-7308.

Fee for issuing or filing and indexing corporate documents, see 17-7506.

Law Review and Bar Journal References:

"Survey of Kansas Law: Business Associations," William E. Treadway, 27 K.L.R. 171, 182 (1979).

CASE ANNOTATIONS

1. Plaintiff not doing business in this state under K.S.A. 17-1703 is not prohibited by K.S.A. 17-7307 from bringing action. Panhandle AgriService, Inc. v. Becker, 231 Kan. 291, 294, 644 P.2d 413 (1982).


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