17-6804.   Dissolution; procedure; corporations havingonly two equal stockholders.(a) If it is deemed advisable in the judgment of the board of directors of anycorporation that it should be dissolved, the board, after the adoption of aresolution to that effect by a majority of the whole board at any meetingcalled for that purpose, shall give notice by mail to each stockholder entitledto vote on a dissolution of the adoption of the resolution and of a meeting ofstockholders to take action upon the resolution.

      (b)   At the meeting a vote shall be taken for and against the proposeddissolution. If a majority of the outstanding stock of the corporation entitledto vote votes for the proposed dissolution, a certificate stating that thedissolution has been authorized in accordance with the provisions of thissection and setting forth the names and residences of the directors andofficers shall be executed and filed in accordance with K.S.A. 17-6003 andamendments thereto. The secretary of state, upon being satisfied that therequirements of this section have been complied with, shall issue a certificatethat the certificate has been filed, and thereupon, the corporation shall bedissolved.

      (c)   Whenever all the stockholders entitled to vote on a dissolution shallconsent in writing to a dissolution, either in person or by duly authorizedattorney, no meeting of directors or stockholders shall be necessary, but onfiling the consent in the office of the secretary of state in accordance withK.S.A. 17-6003 and amendments thereto, the secretary of state, upon beingsatisfied that the requirements of this section have been complied with, shallissue a certificate that the consent to dissolution has been filed, andthereupon the corporation shall be dissolved. In the event that the consent issigned by an attorney, the original power of attorney or a photocopy thereofshall be attached to and filed with the consent. The consent filed with thesecretary of state shall have attached to it the affidavit of the secretary orsome other officer of the corporation stating that the consent has been signedby or on behalf of all the stockholders entitled to vote on a dissolution; inaddition there shall be attached to the consent a certification by thesecretary or some officer of the corporation setting forth the names andresidences of the directors and officers of the corporation.

      (d)   If the stockholders of a corporation having only two stockholders, eachof which owns 50% of the stock therein, are unable to agree upon thedesirability of dissolving the corporation and disposing of the corporateassets, either stockholder may file with the district court a petition statingthat it desires to dissolve the corporation and to dispose of the assetsthereof in accordance with a plan to be agreed upon by both stockholders. Suchpetition shall have attached thereto a copy of the proposed plan of dissolutionand distribution and a certificate stating that copies of such petition andplan have been transmitted in writing to the other stockholder and to thedirectors and officers of such corporation.

      Unless both stockholders file with the district court: (1) Within three monthsof the date of the filing of such petition, a certificate stating that theyhave agreed on such plan, or a modification thereof; and (2) within one yearfrom the date of the filing of such petition, a certificate stating that thedistribution provided by such plan has been completed, the court may either:(A) Dissolve such corporation and, by appointment of one or more receivers withall the powers and title of a receiver appointed under K.S.A. 17-6808 andamendments thereto, may administer and wind up its affairs; (B) order theredemption of the stock of one of the stockholders on such terms as are justand equitable; or (C) decline to grant any relief. Either or both of the aboveperiods of time may be extended by agreement of the stockholders, evidenced bya certificate filed with the court prior to the expiration of such period.

      History:   L. 1972, ch. 52, § 94;L. 1973, ch. 100, § 11;L. 1986, ch. 97, § 4;L. 1998, ch. 189, § 18;L. 2000, ch. 39, § 37;L. 2004, ch. 143, § 58; Jan. 1, 2005.