KANSAS OFFICE of
  REVISOR of STATUTES

  

Home >> Statutes >> Back


Click to open printable format in new window.Printable Format
 | Next

17-78-205. Certificate of merger; effective date. (a) A certificate of merger shall be signed on behalf of the surviving entity and filed with the secretary of state.

(b) A certificate of merger shall contain:

(1) The name, jurisdiction of organization and type of each merging entity that is not the surviving entity;

(2) the name, jurisdiction of organization and type of the surviving entity;

(3) if the certificate of merger is not to be effective upon filing, the later date and time on which it will become effective, which may not be more than 90 days after the date of filing;

(4) a statement that the merger was approved by each domestic merging entity, if any, in accordance with K.S.A. 2019 Supp. 17-78-201 through 17-78-206, and amendments thereto, and by each foreign merging entity, if any, in accordance with the law of its jurisdiction of organization;

(5) if the surviving entity exists before the merger and is a domestic filing entity, any amendment to its public organic document approved as part of the agreement of merger;

(6) if the surviving entity is created by the merger and is a domestic filing entity, its public organic document, as an attachment;

(7) if the surviving entity is created by the merger and is a domestic limited liability partnership, its statement of qualification, as an attachment; and

(8) if the surviving entity is a foreign entity that is not a qualified foreign entity, a mailing address to which the secretary of state may send any process served on the secretary of state pursuant to subsection (e) of K.S.A. 2019 Supp. 17-78-206, and amendments thereto.

(c) In addition to the requirements of subsection (b), a certificate of merger may contain any other provision not prohibited by law.

(d) If the surviving entity is a domestic entity, its name and any attached public organic document shall satisfy the requirements of the law of this state, except that it does not need to be signed and may omit any provision that is not required to be included in a restatement of the public organic document. If the surviving entity is a qualified foreign entity, its name shall satisfy the requirements of the law of this state.

(e) An agreement of merger that is signed on behalf of all of the merging entities and meets all of the requirements of subsection (b) may be filed with the secretary of state instead of a certificate of merger and upon filing has the same effect. If an agreement of merger is filed as provided in this subsection, references in this act to a certificate of merger refer to the agreement of merger filed under this subsection.

(f) A certificate of merger becomes effective upon the date and time of filing or the later date and time specified in the certificate of merger.

History: L. 2009, ch. 47, ยง 15; July 1, 2010.


 | Next

NEW
2020 Amended and Repealed Statutes

2020 SPECIAL SESSION
Information for Special Session 2020

LEGISLATIVE COORDINATING COUNCIL
3/24/2020 Meeting Notice Agenda
3/27/2020 Meeting Notice Agenda
3/29/2020 Meeting Notice Agenda
4/2/2020 Meeting Notice Agenda
4/8/2020 Meeting Notice Agenda
4/13/2020 Meeting Notice - Cancelled
4/22/2020 Meeting Notice Agenda
5/6/2020 Meeting Notice Agenda
3/29/2020 Covid-19 Map
LCC Policies

REVISOR OF STATUTES
2020 Interim Committee Assignments
2020
Chapter 72 Statute Transfer List
Kansas School Equity & Enhancement Act
Gannon v. State
General Information, Legal Analysis & Research
2019 Amended & Repealed Statutes
2018 Amended & Repealed Statutes
2017 Amended & Repealed Statutes
2016 Amended & Repealed Statutes
2015 Amended & Repealed Statutes
2014 Amended & Repealed Statutes
2013 Amended & Repealed Statutes

USEFUL LINKS
Session Laws

 OTHER LEGISLATIVE SITES
Kansas Legislature
Administrative Services
Division of Post Audit
Research Department