17-6704. Merger or consolidation of domestic corporation and joint-stock association.
17-6704
17-6704. Merger or consolidation of domestic
corporation and joint-stock association.
(a) The term "joint-stock association," as used in this section, includes any
association of the kind commonly known as joint-stock association or
joint-stock company and any unincorporated association, trust or enterprise
having members or having outstanding shares of stock or other evidences of
financial or beneficial interest therein, whether formed by agreement or under
statutory authority or otherwise, but does not include a corporation,
partnership or limited liability company. The term "stockholder," as used in
this section, includes every member of such joint-stock association or holder
of a share of stock or other evidence of financial or beneficial
interest therein.
(b) Any one or more corporations of this state may merge or consolidate with
one or more joint-stock associations, except a joint-stock association formed
under the laws of a state which forbids such merger or consolidation. Such
corporation or corporations and such one or more joint-stock associations may
merge into a single corporation or joint-stock association, which may be any
one of such corporations or joint-stock associations of this state or they may
consolidate into a new corporation or joint-stock association of this state,
pursuant to an agreement of merger or consolidation, as the case may be,
complying and approved in accordance with this section. The surviving or
resulting entity may be organized for profit or not organized for profit and,
if the surviving or resulting entity is a corporation, it may be a stock
corporation or a nonstock corporation.
(c) Each such corporation and joint-stock association shall enter into a
written agreement of merger or consolidation. The agreement shall state: (1)
The terms and conditions of the merger or consolidation; (2) the mode of
carrying the same into effect; (3) the manner, if any, of converting the
shares of stock of each stock corporation, the interests of members of each
nonstock corporation, and the shares, memberships or financial or beneficial
interests in each of the joint-stock associations into shares or other
securities of a stock corporation or membership interests of a nonstock
corporation or into shares, memberships, or financial or beneficial interests
of the joint-stock association surviving or resulting from such merger or
consolidation, or of cancelling some or all of such shares, memberships or
financial or beneficial interests, and, if any shares of any such stock
corporation, any membership interests of any such nonstock corporation, or any
shares, memberships or financial or beneficial interests in any such
joint-stock association are not to remain outstanding, to be converted solely
into shares or other securities of the stock corporation or membership interest
of the nonstock corporation or into shares, memberships, or financial or
beneficial interests of the joint-stock association surviving or resulting from
such merger or consolidation or to be cancelled, the cash, property, rights or
securities of any other corporation or entity which the holders of shares of
any such stock corporation, membership interests of any such nonstock
corporation, or shares, memberships or financial or beneficial interests of any
such joint-stock association are to receive in exchange for, or upon conversion
of such shares, membership interest or shares, memberships or financial or
beneficial interests, and the surrender of any certificates evidencing them,
which cash, property, rights or securities of any other corporation or entity
may be in addition to or in lieu of shares or other securities of the stock
corporation or membership interests of the nonstock corporation or shares,
memberships, or financial or beneficial interests of the joint-stock
association surviving or resulting from such merger or consolidation; and (4)
such other details or provisions as are deemed desirable, including, without
limiting the generality of the foregoing, a provision for the payment of cash
in lieu of the issuance of fractional shares where the surviving or resulting
entity is a corporation. There shall also be set forth in the agreement such
other matters or provisions as shall then be required to be set forth in
articles of incorporation by the laws of this state and that can be stated in
the case of such merger or consolidation. Any of the terms of the agreement of
merger or consolidation may be made dependent upon facts ascertainable outside
of such agreement, provided that the manner in which such facts shall operate
upon the terms of the agreement is clearly and expressly set forth in the
agreement of merger or consolidation. 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.
(d) The agreement required by subsection (c) shall be adopted, approved and
executed by each of the corporations in the same manner as is provided in
K.S.A. 17-6701, and amendments thereto, and in the case of the joint-stock
associations in accordance with their articles of association or other
instrument containing the provisions by which they are organized or regulated
or in accordance with the laws of the state under which they are formed, as the
case may be. Where the surviving or resulting entity is a corporation, the
agreement shall be filed and shall become effective for all purposes of the
laws of this state when and as provided in K.S.A. 17-6701, and amendments
thereto, with respect to the merger or consolidation of corporations of this
state. In lieu of filing the agreement of merger or consolidation, where the
surviving or resulting entity is a corporation, it may file a certificate of
merger or consolidation, executed in accordance with K.S.A. 17-6003, and
amendments thereto, which states:
(1) The name and state of domicile of each of the constituent entities;
(2) that an agreement of merger or consolidation has been approved,
adopted, certified and executed by each of the constituent entities in
accordance with this subsection;
(3) the name of the surviving or resulting corporation;
(4) in the case of a merger, such amendments or changes in the articles of
incorporation of the surviving corporation as are desired to be effected by the
merger or, if no such amendments or changes are desired, a statement that the
articles of incorporation of the surviving corporation shall be its articles of
incorporation;
(5) in the case of a consolidation, that the articles of incorporation of the
resulting corporation shall be as is set forth in an attachment to the
certificate;
(6) that the executed agreement of consolidation or merger is on file
at the principal place of business of the surviving corporation and the
address thereof; and
(7) that a copy of the agreement of consolidation or merger will be
furnished by the surviving corporation, on request and without cost, to any
stockholder of any constituent entity.
Where the surviving or resulting entity is a joint-stock association, the
agreement shall be filed and shall be effective for all purposes when filed in
accordance with the laws regulating the creation of joint-stock associations.
(e) The provisions of subsections (d) and (e) of K.S.A. 17-6701, 17-6709
through 17-6712, and 17-7103, and amendments thereto, shall apply, insofar as
they are applicable, to mergers or consolidations between corporations and
joint-stock associations; and the word "corporation" where applicable, as used
in those sections, shall be deemed to include joint-stock associations as
defined in this section. The second sentence of subsection (c) of K.S.A.
17-6701, and amendments thereto, shall be applicable to any merger or
consolidation under this section. Where the surviving or resulting entity is a
corporation, the personal liability, if any, of any stockholder of a
joint-stock association existing at the time of such merger or consolidation
shall not be extinguished by such merger or consolidation, shall remain
personal to such stockholder and shall not become the liability of any
subsequent transferee of any share of stock in such surviving or resulting
corporation or of any other stockholder of such surviving or resulting
corporation.
(f) Nothing in this section shall be deemed to authorize the merger of a
charitable nonstock corporation or charitable joint-stock association into a
stock corporation or joint-stock association, if the charitable status of such
nonstock corporation or joint-stock association would thereby be lost or
impaired, but a stock corporation or joint-stock association may be merged
into a charitable nonstock corporation or charitable joint-stock association
which shall continue as the surviving corporation or joint-stock association.
(g) A merger of an armed forces cooperative insuring association into an
armed forces insurance exchange, with the armed forces insurance exchange being
the survivor in such merger, shall be a valid merger under the general
corporation code of the state of Kansas upon a filing of the merger agreement
with the secretary of state.
History: L. 1972, ch. 52, § 82;
L. 1988, ch. 99, § 42;
Revived and amend., L. 1988, ch. 100, § 42;
L. 1992, ch. 270, § 18;
L. 1993, ch. 163, § 5;
L. 1998, ch. 189, § 16;
L. 2000, ch. 39, § 31;
L. 2004, ch. 143, § 52; Jan. 1, 2005.