Kansas Statutes 17-78,202. Agreement of merger
Terms Used In Kansas Statutes 17-78,202
- Agreement: means a plan or agreement of merger, interest exchange, conversion or domestication. See Kansas Statutes 17-78,102
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- 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
- Interest: means :
(1) A governance interest in an unincorporated entity;
(2) a transferable interest in an unincorporated entity; or
(3) a share or membership in a corporation. 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
- Merging entity: means an entity that is a party to a merger and exists immediately before the merger becomes effective. See Kansas Statutes 17-78,102
- Organic rules: means the public organic document and private organic rules of an entity. See Kansas Statutes 17-78,102
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Property: includes personal and real property. See Kansas Statutes 77-201
- Public organic document: means the public record the filing of which creates an entity and any amendment to or restatement of that record. See Kansas Statutes 17-78,102
- Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. 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
(a) A domestic entity may become a party to a merger under Kan. Stat. Ann. §§ 17-78-201 through 17-78-206, and amendments thereto, by approving an agreement of merger unless approval is not required under the circumstances stated in Kan. Stat. Ann. § 17-78-203(c), and amendments thereto. The agreement shall be in a record and contain:
(1) As to each merging entity, its name, jurisdiction of organization and type;
(2) if the surviving entity is to be created in the merger, a statement to that effect and its name, jurisdiction of organization and type;
(3) the manner of converting the interests in each party to the merger into interests, securities, obligations, rights to acquire interests or securities, cash or other property or any combination thereof, except that if the circumstances stated in Kan. Stat. Ann. § 17-78-203(c), and amendments thereto, apply and the merger entity does not own all of the interests of the domestic corporation or corporations, then an interest holder in a domestic corporation shall not become a general partner in a surviving entity that is a partnership, other than a limited liability partnership;
(4) if the surviving entity exists before the merger, any proposed amendments to its public organic document or to its private organic rules, which may amend and restate its public organic document or its private organic rules or both, that are, or are proposed to be, in a record;
(5) if the surviving entity is to be created in the merger, its proposed public organic document, if any, and the full text of its private organic rules that are proposed to be in a record;
(6) the other terms and conditions of the merger; and
(7) any other provision required by the law of a merging entity‘s jurisdiction of organization or the organic rules of a merging entity.
(b) An agreement of merger shall be signed on behalf of each merging entity, except under the circumstances stated in Kan. Stat. Ann. § 17-78-203(c), and amendments thereto, in which case the agreement of merger shall only be signed on behalf of the merging entity that owns at least 90% of the interests of a domestic corporation or corporations.
(c) An agreement of merger may contain any other provision not prohibited by law.