Kansas Statutes 17-78,201. Merger authorized
(a) Except as otherwise provided in this section, by complying with Kan. Stat. Ann. §§ 17-78-201 through 17-78-206, and amendments thereto:
(1) One or more domestic entities may merge with one or more domestic or foreign entities into a domestic or foreign surviving entity; and
Terms Used In Kansas Statutes 17-78,201
- Domestic entity: means an entity whose internal affairs are governed by the law of this state. See Kansas Statutes 17-78,102
- Entity: means :
(1) A corporation;
(2) a general partnership, including a limited liability partnership;
(3) a limited partnership, including a limited liability limited partnership;
(4) a limited liability company;
(5) a business trust or statutory trust entity;
(6) a cooperative; or
(7) any other person that has a separate legal existence or has the power to acquire an interest in real property in its own name other than:
(A) An individual;
(B) a testamentary, inter vivos or charitable trust, with the exception of a business trust, statutory trust entity or similar trust;
(C) an association or relationship that is not a partnership solely by reason of Kan. See Kansas Statutes 17-78,102
- Foreign entity: means an entity whose internal affairs are governed by the laws of a jurisdiction other than this state. See Kansas Statutes 17-78,102
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Liability: means a debt, obligation or any other liability arising in any manner, regardless of whether it is secured or whether it is contingent. See Kansas Statutes 17-78,102
- Merger: means a transaction in which two or more merging entities are combined into a surviving entity pursuant to a filing with the secretary of state. See Kansas Statutes 17-78,102
- Surviving entity: means the entity that continues in existence after or is created by a merger. See Kansas Statutes 17-78,102
(2) two or more foreign entities may merge into a domestic entity.
(b) Except as otherwise provided in this section, by complying with the provisions of Kan. Stat. Ann. §§ 17-78-201 through 17-78-206, and amendments thereto, applicable to foreign entities a foreign entity may be a party to a merger under Kan. Stat. Ann. §§ 17-78-201 through 17-78-206, and amendments thereto, or may be the surviving entity in such a merger if the merger is authorized by the law of the foreign entity’s jurisdiction of organization.
(c) Kan. Stat. Ann. §§ 17-78-201 through 17-78-206, and amendments thereto, do not apply to the following mergers:
(1) A merger between any two or more domestic corporations or one or more domestic corporations and one or more foreign corporations pursuant to Kan. Stat. Ann. § 17-6701 et seq., and amendments thereto;
(2) a merger between any two or more partnerships pursuant to Kan. Stat. Ann. § 56a-905, and amendments thereto; or
(3) a merger between any two or more domestic limited liability companies or one or more domestic limited liability companies and one or more foreign limited liability companies pursuant to Kan. Stat. Ann. § 17-7681, and amendments thereto.