17-6708. Merger or consolidation of domestic and foreign stock and nonstock corporations.
17-6708
17-6708. Merger or consolidation of domestic and
foreign stock and
nonstock corporations.
(a) Any one or more corporations of this state, whether stock or
nonstock corporations and whether or not organized for
profit, may
merge or consolidate with one or more other corporations of any other
state or states of the United States or of the District of Columbia,
whether stock or nonstock corporations and whether or
not organized for
profit, if the laws under which the other corporation or corporations
are formed shall 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 corporation formed by
the consolidation, which may be a corporation of the place 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. The surviving or new
corporation may be either a stock corporation or a membership
corporation, as shall be specified in the agreement of merger required
by subsection (b) of this section.
(b) The method and procedure to be followed by the constituent
corporations so merging or consolidating shall be as prescribed in
K.S.A. 17-6707 in the case of Kansas corporations. The
agreement of merger or consolidation shall also set forth such other
matters or provisions as shall then be required to be set forth in
articles of incorporation by the laws of the state which are stated in
the agreement to be the laws which shall govern the surviving or
resulting corporation and that can be stated in the case of a merger or
consolidation. The agreement, in the case of foreign corporations, shall
be adopted, approved and executed by
each of the
constituent foreign corporations in accordance with the laws under which
each is formed.
(c) The requirements of subsection (d) of K.S.A. 17-6702, and amendments
thereto, as to the
appointment
of the secretary of state to receive
process and the manner of serving the same in the event the surviving or
new corporation is to be governed by the laws of any other state shall
also apply to mergers or consolidations effected under the provisions of
this section. The provisions of subsection (e) of K.S.A. 17-6701, and
amendments thereto,
shall apply to mergers effected under the provisions of this section if
the surviving corporation is a corporation of this state; the provisions
of subsection (d) of K.S.A. 17-6701, and amendments thereto, shall apply
to any constituent
stock corporation participating in a merger or consolidation under this
section; and the provisions of subsection (f) of K.S.A. 17-6701, and
amendments thereto,
shall apply to any constituent stock corporation participating in a
merger under this section.
(d) Nothing in this section shall be deemed to authorize the merger
of a charitable nonstock corporation into a stock
corporation, if the
charitable status of such nonstock corporation would
thereby be lost or
impaired; but a stock corporation may be merged into a charitable
nonstock corporation which shall continue as the
surviving corporation.
History: L. 1972, ch. 52, § 86;
L. 2000, ch. 39, § 35; July 1.