17-6706. Merger or consolidation of domestic and foreign nonstock corporations; service of process upon surviving or resulting corporation.
17-6706
17-6706. Merger or consolidation of domestic and
foreign nonstock corporations; service of process upon surviving or resulting
corporation.
(a) Any one or more nonstock corporations of this state may merge or
consolidate with one or more other nonstock corporations of any other state or
states of the United States or of the District of Columbia, if the laws of such
other jurisdiction permit a corporation of such jurisdiction to merge with a
corporation of another jurisdiction. The constituent corporations may merge
into a single corporation, which may be any one of the constituent
corporations, or they may consolidate into a new nonstock corporation formed by
the consolidation, which may be a corporation of the state of incorporation of
any one of the constituent corporations, pursuant to an agreement of merger or
consolidation, as the case may be, complying and approved in accordance with
this section. In addition, any one or more nonstock corporations organized
under the laws of any jurisdiction other than one of the United States may
merge or consolidate with one or more nonstock corporations of this state if
the surviving or resulting corporation will be a corporation of this state, and
if the laws under which the other corporation or corporations are formed permit
a corporation of such jurisdiction to merge with a corporation of another
jurisdiction.
(b) All the constituent corporations shall enter into an 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 memberships of each of the constituent
corporations into memberships of the corporation surviving or resulting from
such merger or consolidation, or of cancelling some or all of such memberships;
(4) such other details and provisions as shall be deemed desirable; and (5)
such other provisions or facts as shall then be required to be stated in
articles of incorporation by the laws of the state which are stated in the
agreement to be the laws that shall govern the surviving or resulting
corporation and that can be stated in the case of a 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, if 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.
(c) The agreement shall be adopted, approved and executed by each of the
constituent corporations in accordance with the laws under which it is formed
and, in the case of a Kansas corporation, in the same manner as is provided in
K.S.A. 17-6705, and amendments thereto. 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. 17-6705, and amendments thereto, with respect to the merger
of nonstock corporations of this state. Insofar as they may be applicable, the
provisions set forth in the last sentence of subsection (c) of K.S.A. 17-6702,
and amendments thereto, shall apply to a merger under this section, and the
reference to "stockholder" shall be deemed to include "member" hereunder.
(d) If the corporation surviving or resulting from the merger or
consolidation is to be governed by the laws of any state other than this state,
it shall agree that it may be served with process in this state in any
proceeding for enforcement of any obligation of any constituent corporation of
this state, as well as for enforcement of any obligation of the surviving or
resulting corporation arising from the merger or consolidation, and shall
irrevocably appoint the secretary of state as its agent to accept service of
process in any such suit or other proceedings and shall specify the address to
which a copy of such process shall be mailed by the secretary of state. Service
of such process shall be made by personally delivering to and leaving with the
secretary of state duplicate copies of such process. The secretary of state
shall forthwith send by registered mail one of such copies to such surviving or
resulting corporation at its address specified, unless such surviving or
resulting corporation shall thereafter have designated in writing to the
secretary of state a different address for such purpose, in which case it shall
be mailed to the last address so designated.
(e) The provisions of subsection (e) of K.S.A. 17-6701, and amendments
thereto, shall apply to a merger under this section, if the corporation
surviving the merger is a corporation of this state.
History: L. 1972, ch. 52, § 84;
L. 1988, ch. 99, § 44;
Revived and amend., L. 1988, ch. 100, § 44;
L. 1992, ch. 270, § 19;
L. 1993, ch. 163, § 7;
L. 1999, ch. 39, § 14;
L. 2000, ch. 39, § 33;
L. 2004, ch. 143, § 54; Jan. 1, 2005.