§ 17-78,101 Citation of act
§ 17-78,102 Definitions
§ 17-78,103 Relationship of act to other laws
§ 17-78,104 Required notice or approval
§ 17-78,105 Status of filings
§ 17-78,106 Nonexclusivity
§ 17-78,107 Reference to external facts
§ 17-78,108 Alternative means of approval of transactions
§ 17-78,109 Appraisal rights
§ 17-78,110 Excluded entities and transactions
§ 17-78,201 Merger authorized
§ 17-78,202 Agreement of merger
§ 17-78,203 Approval of merger; requirements
§ 17-78,204 Amendment or termination of agreement of merger
§ 17-78,205 Certificate of merger; contents; effective date
§ 17-78,206 Effect of merger
§ 17-78,301 Interest exchange authorized
§ 17-78,302 Agreement of interest exchange
§ 17-78,303 Approval of interest exchange
§ 17-78,304 Amendment or termination of agreement of interest exchange
§ 17-78,305 Certificate of interest exchange; effective date
§ 17-78,306 Effect of interest exchange
§ 17-78,401 Conversion authorized
§ 17-78,402 Agreement of conversion
§ 17-78,403 Approval of conversion
§ 17-78,404 Amendment or termination of agreement of conversion
§ 17-78,405 Certificate of conversion; effective date
§ 17-78,406 Effect of conversion
§ 17-78,501 Domestication authorized
§ 17-78,502 Agreement of domestication
§ 17-78,503 Approval of domestication
§ 17-78,504 Amendment or termination of agreement of domestication
§ 17-78,505 Certificate of domestication; effective date
§ 17-78,506 Effect of domestication
§ 17-78,601 Filing requirements; execution
§ 17-78,602 Forms
§ 17-78,603 Correcting filed document
§ 17-78,604 Evidentiary effect of copy of filed document
§ 17-78,605 Consistency of application
§ 17-78,606 Relation to electronic signatures in global and national commerce act
§ 17-78,607 Savings clause

Terms Used In Kansas Statutes > Chapter 17 > Article 78 - Business Entity Transactions Act

  • 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
  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Appraisal: A determination of property value.
  • Approve: means , in the case of an entity, for its governors and interest holders to take whatever steps are necessary under its organic rules, organic law and other law to:

    (1) Propose a transaction subject to this act;

    (2) adopt and approve the terms and conditions of the transaction; and

    (3) conduct any required proceedings or otherwise obtain any required votes or consents of the governors or interest holders. See Kansas Statutes 17-78,102

  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
  • Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
  • 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.
  • Decedent: A deceased person.
  • Dependent: A person dependent for support upon another.
  • 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

  • Fiduciary: A trustee, executor, or administrator.
  • 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
  • Fraud: Intentional deception resulting in injury to another.
  • Governance interest: means the right under the organic law or organic rules of an entity, other than as a governor, agent, assignee or proxy, to:

    (1) Receive or demand access to information concerning, or the books and records of, the entity;

    (2) vote for the election of the governors of the entity; or

    (3) receive notice of or vote on any or all issues involving the internal affairs of the entity. 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
  • Inter vivos: Transfer of property from one living person to another living person.
  • 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
  • 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

  • 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.
  • 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
  • Merger: means a transaction in which two or more merging entities are combined into a surviving entity pursuant to a filing with the secretary of state. See Kansas Statutes 17-78,102
  • Merging entity: means an entity that is a party to a merger and exists immediately before the merger becomes effective. See Kansas Statutes 17-78,102
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • 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
  • Surviving entity: means the entity that continues in existence after or is created by a merger. See Kansas Statutes 17-78,102
  • Transferable interest: means the right under an entity's organic law to receive distributions from the entity. See Kansas Statutes 17-78,102
  • Trustee: A person or institution holding and administering property in trust.