Kansas Statutes 17-78,505. Certificate of domestication; effective date
(a) A certificate of domestication shall be signed on behalf of the domesticating entity and filed with the secretary of state.
(b) A certificate of domestication shall contain:
Terms Used In Kansas Statutes 17-78,505
- 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.
- 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
- 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 domesticating entity;
(2) the name and jurisdiction of organization of the domesticated entity;
(3) if the certificate of domestication 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 domesticating entity is a domestic entity, a statement that the agreement of domestication was approved in accordance with Kan. Stat. Ann. §§ 17-78-501 through 17-78-506, and amendments thereto, or, if the domesticating entity is a foreign entity, a statement that the domestication was approved in accordance with the law of its jurisdiction of organization;
(5) if the domesticated entity is a domestic filing entity, its public organic document, as an attachment;
(6) if the domesticated entity is a domestic limited liability partnership, its statement of qualification, as an attachment; and
(7) if the domesticated 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. § 17-78-506, and amendments thereto.
(c) In addition to the requirements of subsection (b), a certificate of domestication may contain any other provision not prohibited by law.
(d) If the domesticated 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 domestication that is signed on behalf of a domesticating domestic entity and meets all of the requirements of subsection (b) may be filed with the secretary of state instead of a certificate of domestication and upon filing has the same effect. If an agreement of domestication is filed as provided in this subsection, references in this act to a certificate of domestication refer to the agreement of domestication filed under this subsection.
(f) A certificate of domestication becomes effective upon the date and time of filing or the later date and time specified in the certificate of domestication.