Kansas Statutes 17-78,405. Certificate of conversion; effective date
(a) A certificate of conversion shall be signed on behalf of the converting entity and filed with the secretary of state.
(b) A certificate of conversion shall contain:
Terms Used In Kansas Statutes 17-78,405
- Agreement: means a plan or agreement of merger, interest exchange, conversion or domestication. See Kansas Statutes 17-78,102
- Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
- Conversion: means a transaction authorized by Kan. See Kansas Statutes 17-78,102
- Converted entity: means the converting entity as it continues in existence after a conversion. See Kansas Statutes 17-78,102
- Converting entity: means the domestic entity that approves an agreement of conversion pursuant to Kan. See Kansas Statutes 17-78,102
- 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
- Filing entity: means an entity that is created by the filing of a public organic document. 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
- 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.
- 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, jurisdiction of organization and type of the converting entity;
(2) the name, jurisdiction of organization and type of the converted entity;
(3) if the certificate of conversion 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) if the converting entity is a domestic entity, a statement that the agreement of conversion was approved in accordance with Kan. Stat. Ann. §§ 17-78-401 through 17-78-406, and amendments thereto, or, if the converting entity is a foreign entity, a statement that the conversion was approved by the foreign converting entity in accordance with the law of its jurisdiction of organization;
(5) if the converted entity is a domestic filing entity, the text of its public organic document, as an attachment;
(6) if the converted entity is a domestic limited liability partnership, the text of its statement of qualification, as an attachment; and
(7) if the converted entity is a 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 Kan. Stat. Ann. § 17-78-406, and amendments thereto.
(c) In addition to the requirements of subsection (b), a certificate of conversion may contain any other provision not prohibited by law.
(d) If the converted entity is a domestic entity, its name and public organic document, if any, must 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.
(e) An agreement of conversion that is signed on behalf of a domestic converting entity and meets all of the requirements of subsection (b) may be filed with the secretary of state instead of a certificate of conversion and upon filing has the same effect. If an agreement of conversion is filed as provided in this subsection, references in this act to a certificate of conversion refer to the agreement of conversion filed under this subsection.
(f) A certificate of conversion becomes effective upon the date and time of filing or the later date and time specified in the certificate of conversion.