Kansas Statutes 17-78,502. Agreement of domestication
Terms Used In Kansas Statutes 17-78,502
- Agreement: means a plan or agreement of merger, interest exchange, conversion or domestication. 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
- Domesticated entity: means the domesticating entity as it continues in existence after a domestication. See Kansas Statutes 17-78,102
- Domesticating entity: means the domestic entity that approves an agreement of domestication pursuant to Kan. See Kansas Statutes 17-78,102
- Domestication: means a transaction authorized by Kan. 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
- 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.
- Organic rules: means the public organic document and private organic rules of an 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
- 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
- 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) A domestic entity may become a foreign entity in a domestication by approving an agreement of domestication. The agreement shall be in a record and contain:
(1) The name and type of the domesticating entity;
(2) the name and jurisdiction of organization of the domesticated entity;
(3) the manner of converting the interests in the domesticating entity into interests, securities, obligations, rights to acquire interests or securities, cash or other property or any combination of the foregoing;
(4) the proposed public organic document of the domesticated entity if it is a filing entity;
(5) the full text of the private organic rules of the domesticated entity that are proposed to be in a record;
(6) the other terms and conditions of the domestication; and
(7) any other provision required by the law of this state or the organic rules of the domesticating entity.
(b) An agreement of domestication may contain any other provision not prohibited by law.