Kansas Statutes 17-78,305. Certificate of interest exchange; effective date
(a) A certificate of interest exchange shall be signed on behalf of a domestic acquired entity and filed with the secretary of state.
(b) A certificate of interest exchange must contain:
Terms Used In Kansas Statutes 17-78,305
- Acquired entity: means the entity, all of one or more classes or series of interests in which are acquired in an interest exchange. See Kansas Statutes 17-78,102
- Acquiring entity: means the entity that acquires all of one or more classes or series of interests of the acquired entity in an interest exchange. See Kansas Statutes 17-78,102
- Agreement: means a plan or agreement of merger, interest exchange, conversion or domestication. 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
- Interest exchange: means a transaction authorized by Kan. 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.
- 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
- State: when applied to the different parts of the United States, includes the District of Columbia and the territories. See Kansas Statutes 77-201
(1) The name and type of the acquired entity;
(2) the name, jurisdiction of organization and type of the acquiring entity;
(3) if the certificate of interest exchange 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 agreement of interest exchange was approved by the acquired entity in accordance with Kan. Stat. Ann. §§ 17-78-301 through 17-78-306, and amendments thereto; and
(5) any amendments to the acquired entity’s public organic document approved as part of the agreement of interest exchange.
(c) In addition to the requirements of subsection (b), a certificate of interest exchange may contain any other provision not prohibited by law.
(d) An agreement of interest exchange that is signed on behalf of a domestic acquired entity and meets all of the requirements of subsection (b) may be filed with the secretary of state instead of a certificate of interest exchange and upon filing has the same effect. If an agreement of interest exchange is filed as provided in this subsection, references in this act to a certificate of interest exchange refer to the agreement of interest exchange filed under this subsection.
(e) A certificate of interest exchange becomes effective upon the date and time of filing or the later date and time specified in the certificate of interest exchange.