(a) When a conversion becomes effective:

(1) The converted entity is:

Terms Used In Kansas Statutes 17-78,406

  • Agreement: means a plan or agreement of merger, interest exchange, conversion or domestication. See Kansas Statutes 17-78,102
  • Appraisal: A determination of property value.
  • 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
  • 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

  • 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
  • Governor: means a person by or under whose authority the powers of an entity are exercised and under whose direction the business and affairs of the entity are managed pursuant to the organic law and organic rules of the entity. 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 holder: means a direct holder of an interest. See Kansas Statutes 17-78,102
  • Interest holder liability: means :

    (1) Personal liability for a liability of an entity that is imposed on a person:

    (A) Solely by reason of the status of the person as an interest holder; or

    (B) by the organic rules of the entity pursuant to a provision of the organic law authorizing the organic rules to make one or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified liabilities of the entity; or

    (2) an obligation of an interest holder under the organic rules of an entity to contribute to the entity. See Kansas Statutes 17-78,102

  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • 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
  • Organic law: means the statutes, if any, other than this act, governing the internal affairs of an entity. 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.
  • Person: means an individual, corporation, estate, trust, partnership, limited liability company, business or similar trust, association, joint venture, public corporation, government, or governmental subdivision, agency or instrumentality, or any other legal or commercial entity. See Kansas Statutes 17-78,102
  • 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
  • Qualified foreign entity: means a foreign entity that is authorized to transact business in this state pursuant to a filing with the secretary of state. 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
  • Service of process: The service of writs or summonses to the appropriate party.
  • State: when applied to the different parts of the United States, includes the District of Columbia and the territories. See Kansas Statutes 77-201

(A) Organized under and subject to the organic law of the converted entity; and

(B) the same entity without interruption as the converting entity;

(2) all property of the converting entity continues to be vested in the converted entity without assignment, reversion or impairment;

(3) all liabilities of the converting entity continue as liabilities of the converted entity;

(4) except as provided by law other than this act or the agreement of conversion, all of the rights, privileges, immunities, powers and purposes of the converting entity remain in the converted entity;

(5) the name of the converted entity may be substituted for the name of the converting entity in any pending action or proceeding;

(6) if a converted entity is a filing entity, its public organic document is effective and is binding on its interest holders;

(7) if the converted entity is a limited liability partnership, its statement of qualification is effective simultaneously;

(8) the private organic rules of the converted entity that are to be in a record, if any, approved as part of the agreement of conversion are effective and are binding on and enforceable by:

(A) Its interest holders; and

(B) in the case of a converted entity that is not a corporation, any other person that is a party to an agreement that is part of the entity’s private organic rules; and

(9) the interests in the converting entity are converted and the interest holders of the converting entity are entitled only to the rights provided to them under the agreement of conversion and to any appraisal rights they have under Kan. Stat. Ann. § 17-78-109, and amendments thereto, and the converting entity’s organic law.

(b) Except as otherwise provided in the organic law or organic rules of the converting entity, the conversion does not give rise to any rights that an interest holder, governor or third party would otherwise have upon a dissolution, liquidation or winding-up of the converting entity.

(c) When a conversion becomes effective, a person that did not have interest holder liability with respect to the converting entity and that becomes subject to interest holder liability with respect to a domestic entity as a result of a conversion has interest holder liability only to the extent provided by the organic law of the entity and only for those liabilities that arise after the conversion becomes effective.

(d) When a conversion becomes effective:

(1) The conversion does not discharge any interest holder liability under the organic law of a domestic converting entity to the extent the interest holder liability arose before the conversion became effective;

(2) a person does not have interest holder liability under the organic law of a domestic converting entity for any liability that arises after the conversion becomes effective;

(3) the organic law of a domestic converting entity continues to apply to the release, collection or discharge of any interest holder liability preserved under paragraph (1) as if the conversion had not occurred and the surviving converted entity were the domestic converting entity; and

(4) a person has whatever rights of contribution from any other person as are provided by the organic law or organic rules of the domestic converting entity with respect to any interest holder liability preserved under paragraph (1) as if the conversion had not occurred.

(e) When a conversion becomes effective, a foreign entity that is the converted entity:

(1) May be served with process in this state for the collection and enforcement of any of its liabilities; and

(2) irrevocably appoints the secretary of state as its agent to accept service of process in any such suit or other proceeding. Service of process shall be made on the foreign entity pursuant to Kan. Stat. Ann. § 60-304, and amendments thereto.

(f) If the converting entity is a qualified foreign entity, the certificate of authority or other foreign qualification of the converting entity is canceled when the conversion becomes effective.

(g) A conversion does not require the entity to wind up its affairs and does not constitute or cause the dissolution of the entity.

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