17-7001.   Revocation of voluntary dissolution;procedure; effect.(a) At any time prior to the expiration of three years following thedissolution of a corporation pursuant to K.S.A. 17-6804 and amendments thereto,or, at any time prior to the expiration of such longer period as the court mayhave directed pursuant to K.S.A. 17-6807 and amendments thereto, a corporationmay revoke the dissolution theretofore effected by it in the following manner:

      (1)   The board of directors shall adopt a resolution recommending that thedissolution be revoked and directing that the question of the revocation besubmitted to a vote at a special meeting of stockholders.

      (2)   Notice of the special meeting of stockholders shall be given inaccordance with K.S.A. 17-6512 and amendments thereto to each stockholder whoseshares were entitled to vote upon a proposed dissolution before the corporationwas dissolved.

      (3)   At the meeting, a vote of the stockholders shall be taken on theresolution to revoke the dissolution. If a majority of the stock of thecorporation which was outstanding and entitled to vote upon a dissolution atthe time of its dissolution shall be voted for the resolution, a certificate ofrevocation of dissolution shall be executed in accordance with K.S.A. 17-6003and amendments thereto, which shall state:

      (i)   The name of the corporation;

      (ii)   the names and respective addresses of its officers;

      (iii)   the names and respective addresses of its directors; and

      (iv)   that a majority of the stock of the corporation which was outstandingand entitled to vote upon a dissolution at the time of its dissolution havevoted in favor of a resolution to revoke the dissolution.

      (b)   Upon the filing of the certificate of revocation of dissolution in theoffice of the secretary of state, the revocation of the dissolution shallbecome effective and the corporation may again carry on its business.

      (c)   If, after the dissolution of any such corporation became effective, anyother corporation organized under the laws of this state shall have adopted thesame name as such corporation, or shall have adopted a name so nearly similarthereto as not to distinguish it from such corporation, or any foreigncorporation shall have qualified to do business in this state under the samename as such corporation or under a name so nearly similar thereto as not todistinguish it from such corporation, then such corporation shall not bereinstated under the same name which it bore when its dissolution becameeffective. In such case, it shall adopt and be reinstated under some othername, and the certificate to be filed under the provisions of this sectionshall set forth the name borne by such corporation at the time its dissolutionbecame effective and the new name under which it is to be reinstated.

      (d)   Upon the filing of the certificate with the secretary of state to whichsubsection (b) refers, the provisions of subsection (d) of K.S.A. 17-6501, andamendments thereto, shall govern, and the period of time the corporation was indissolution shall be included within the calculation of the 30-day and 13-monthperiods to which subsection (d) of K.S.A. 17-6501, and amendments theretorefers. An election of directors, however, may be held at the special meetingof stockholders to which subsection (a) refers and, in that event, that meetingof stockholders shall be deemed an annual meeting of stockholders for purposesof subsection (d) of K.S.A. 17-6501, and amendments thereto.

      (e)   Nothing in this section shall be construed to affect the jurisdiction orpower of the district court under K.S.A. 17-6808 and 17-6809and amendments thereto.

      History:   L. 1972, ch. 52, § 117;L. 1998, ch. 189, § 19;L. 2000, ch. 39, § 40;L. 2004, ch. 143, § 73; Jan. 1, 2005.