17-6703. Merger of parent corporation and subsidiary corporation or corporations.
17-6703
17-6703. Merger of parent corporation and subsidiary
corporation or corporations.
(a) In any case in which at least 90% of the outstanding shares of each class
of the stock of a corporation or corporations is owned by another corporation
and one of such corporations is a corporation of this state and the other or
others are corporations of this state or of any other state or states or of the
District of Columbia and the laws of such other state or states, or the
District of Columbia permit a corporation of such jurisdiction to merge with a
corporation of another jurisdiction, the corporation having such stock
ownership may either merge such other corporation or corporations into itself
and assume all of its or their obligations, or merge itself, or itself and one
or more of such other corporations, into one of such other corporations by
executing and filing, in accordance with K.S.A. 17-6003, and amendments
thereto, a certificate of such ownership and merger setting forth a copy of the
resolution of its board of directors to so merge and the date of the adoption
thereof, except that in case the parent corporation shall not own all the
outstanding stock of all the subsidiary corporations, parties to a merger as
provided in this section, the resolution of the board of directors of the
parent corporation shall state the terms and conditions of the merger,
including the securities, cash, property or rights to be issued, paid,
delivered or granted by the surviving corporation upon surrender of each share
of the subsidiary corporation or corporations not owned by the parent
corporation, or the cancellation of some or all of such shares. Any of the
terms of the resolution of the board of directors to so merge may be made
dependent upon facts ascertainable outside of such resolution, provided that
the manner in which such facts shall operate upon the terms of the resolution
is clearly and expressly set forth in the resolution. The term "facts," as used
in the preceding sentence, includes, but is not limited to, the occurrence of
any event, including a determination or action by any person or body, including
the corporation. If the parent corporation is not the surviving corporation,
the resolution shall include provision for the pro rata issuance of stock of
the surviving corporation to the holders of the stock of the parent corporation
on surrender of any certificates therefor, and the certificate of ownership and
merger shall state that the proposed merger has been approved by a majority of
the outstanding stock of the parent corporation entitled to vote thereon at a
meeting thereof duly called and held after 20 days' notice of the purpose of
the meeting mailed to each such stockholder at the stockholder's address as it
appears on the records of the corporation, if the parent corporation is a
corporation of this state, or the certificate shall state that the proposed
merger has been adopted, approved, certified and executed by the parent
corporation in accordance with the laws under which it is organized, if the
parent corporation is not a corporation of this state. If the surviving
corporation exists under the laws of the District of Columbia or any state
other than this state, the provisions of subsection (d) of K.S.A. 17-6702, and
amendments thereto, shall also apply to a merger under this section.
(b) If the surviving corporation is a Kansas corporation, it may change its
corporate name by the inclusion of a provision to that effect in the resolution
of merger adopted by the directors of the parent corporation and set forth in
the certificate of ownership and merger, and upon the effective date of the
merger, the name of the corporation shall be changed.
(c) The provisions of subsection (d) of K.S.A. 17-6701, and amendments
thereto, shall apply to a merger under this section, and the provisions of
subsection (e) of K.S.A. 17-6701, and amendments thereto, shall apply to a
merger under this section in which the surviving corporation is the subsidiary
corporation and is a corporation of this state. References to "agreement of
merger" in subsections (d) and (e) of K.S.A. 17-6701, and amendments thereto,
shall mean, for the purposes of this subsection (c), the resolution of merger
adopted by the board of directors of the parent corporation. Any merger which
effects any changes other than those authorized by this section or made
applicable by this subsection shall be accomplished under the provisions of
K.S.A. 17-6701 or 17-6702, and amendments thereto. The provisions of K.S.A.
17-6712, and amendments thereto, shall not apply to any merger effected under
this section, except as provided in subsection (d).
(d) In the event all of the stock of a subsidiary Kansas corporation party to
a merger effected under this section is not owned by the parent corporation
immediately prior to the merger, the stockholders of the subsidiary Kansas
corporation party to the merger shall have appraisal rights as set forth in
K.S.A. 17-6712, and amendments thereto.
(e) A merger may be effected under this section although one or more of the
corporations party to the merger is a corporation organized under the laws of a
jurisdiction other than one of the United States, if: (1) The laws of such
jurisdiction permit a corporation of such jurisdiction to merge with a
corporation of another jurisdiction; and (2) the surviving corporation shall be
a corporation of this state.
History: L. 1972, ch. 52, § 81;
L. 1986, ch. 399, § 12;
L. 1988, ch. 99, § 41;
Revived and amend., L. 1988, ch. 100, § 41;
L. 1992, ch. 270, § 17;
L. 1998, ch. 189, § 15;
L. 2000, ch. 39, § 30;
L. 2004, ch. 143, § 51; Jan. 1, 2005.