17-7002. Extension, renewal or reinstatement of articles of incorporation; new registered office and resident agent; procedures; effect; nonstock, nonprofit corporations.
17-7002
17-7002. Extension, renewal or
reinstatement of articles of
incorporation; new registered office and resident agent; procedures;
effect; nonstock, nonprofit corporations.
(a) Any corporation may procure an extension, renewal or
reinstatement of its articles of incorporation, if a
domestic corporation, or
its authority to engage in business, if a foreign corporation, together
with all the rights, franchises, privileges and immunities and subject
to all of its duties, debts and liabilities which had been secured or
imposed by its original articles of incorporation, and all amendments
thereto, or by its authority to engage in business, as the case may be,
and may designate a new registered office and resident agent in the
following instances:
(1) At any time before the expiration of the time limited for the
corporation's existence;
(2) at any time, where the corporation's articles of incorporation,
if a domestic corporation, or the authority to engage in business, if a
foreign corporation, has become inoperative by law for nonpayment of
taxes or fees, or failure to file its annual report;
(3) at any time, where the articles of incorporation of a domestic
corporation or the authority to engage in business of a foreign
corporation has expired by reason of failure to renew it;
(4) at any time, where the articles of incorporation of a domestic
corporation or the authority to engage in business of a foreign
corporation has been renewed, but through failure to comply strictly
with the provisions of this act, the validity of such renewal has been
brought into question; and
(5) at any time, where the articles of incorporation of a domestic
corporation or the authority to engage in business of a foreign corporation has
been forfeited pursuant to subsection (c) of K.S.A. 17-6206 and amendments
thereto.
(b) The extension, renewal or
reinstatement of the articles
of incorporation or authority to engage in business may be procured by
executing and filing a certificate
in
accordance with K.S.A. 17-6003, and amendments thereto.
(c) The certificate required by subsection (b) shall state:
(1) The name of the corporation, which shall be the existing name of
the corporation or the name it bore when its articles of incorporation
or authority to engage in business expired, except as provided in
subsection (e);
(2) if a new registered office and resident agent is designated, the
address of the corporation's registered office in this
state, which shall include the street, city and zip code
and the name of
its resident agent at such address;
(3) whether or not the renewal, or
reinstatement is to be
perpetual and, if not perpetual, the time for which the renewal or
reinstatement is to continue; and, in case
of renewal before
the expiration of the time limited for its existence, the date when the
renewal is to commence, which shall be prior to the date of the
expiration of the old articles of incorporation or authority to engage
in business which it is desired to renew;
(4) that the corporation desiring to be renewed or
reinstated and so
renewing or reinstating its corporate existence was duly
organized under
the laws of the state of its original incorporation;
(5) the date when the articles of incorporation or the authority to
engage in business would expire, if such is the case, or such other
facts as may show that the articles of incorporation or the authority to
engage in business has become inoperative or void or that the validity
of any renewal has been brought into question; and
(6) that the certificate for reinstatement is filed by
authority of those
who were directors or members of the governing body of the corporation
at the time its articles of incorporation or the authority to engage in
business expired, or who were elected directors or members of the
governing body of the corporation as provided in subsection (g).
(d) Upon the filing of the certificate in accordance with K.S.A.
17-6003, and amendments thereto, the corporation shall be renewed or
reinstated with the same force and effect as if its
articles of
incorporation had not become inoperative and void or had not expired by
limitation. Such reinstatement shall validate all contracts, acts,
matters and things made, done and performed within the scope of its
articles of incorporation by the corporation, its officers and agents
during the time when its articles of incorporation were inoperative or
void or after their expiration by limitation, with the same force and
effect and to all intents and purposes as if the articles of
incorporation had at all times remained in full force and effect. All
real and personal property, rights and credits, which belonged to the
corporation at the time its articles of incorporation became inoperative
or void, or expired by limitation and which were not disposed of prior
to the time of its renewal or reinstatement shall be
vested in the corporation
after its renewal or reinstatement, as fully and amply
as they were held by
the corporation at and before the time its articles of incorporation
became inoperative or void or expired by limitation, and the corporation
after its renewal or reinstatement shall be as
exclusively liable for all
contracts, acts, matters and things made, done or performed in its name
and on its behalf by its officers and agents prior to its reinstatement,
as if its articles of incorporation had remained at all times in full
force and effect.
(e) If, since the articles of incorporation became inoperative or
void for nonpayment of taxes or fees, or, failure to file annual reports
or expired
by limitation, any other
corporation organized under the laws of this state shall have adopted
the same name as the corporation sought to be renewed or
reinstated or
shall have adopted a name so nearly similar thereto as not to
distinguish it from the corporation to be renewed or
reinstated, or any
foreign corporation qualified in accordance with K.S.A.
17-7301, and amendments thereto, shall have adopted the same name as the
corporation sought to be renewed or reinstated, or shall
have adopted a name so
nearly similar thereto as not to distinguish it from the corporation to be
renewed or reinstated, then in such case the corporation
to be renewed or
reinstated shall not be renewed under the same name which
it bore when its
articles of incorporation became inoperative or void or expired, but
shall be renewed under some other name; and in such case the
certificate to be filed under the provisions of this section shall set
forth the name borne by the corporation at the time its articles of
incorporation became inoperative or void or expired and the new name
under which the corporation is to be renewed or
reinstated.
(f) Any corporation seeking to renew or reinstate its
articles of
incorporation under the provisions of this act shall file all annual reports
and pay to the
secretary of state an amount equal to all fees and any
penalties thereon due.
Nonprofit corporations shall file only the annual reports for the three
most recent reporting periods, but shall pay all fees due.
(g) If a sufficient number of the last acting officers of any
corporation desiring to renew or reinstate its articles of
incorporation
are not available by reason of death, unknown address or refusal or
neglect to act, the directors of the corporation or those remaining on
the board, even if only one, may elect successors to such officers. In
any case where there shall be no directors of the corporation available
for the purposes aforesaid, the stockholders may elect a full board of
directors, as provided by the bylaws of the corporation, and the board
shall then elect such officers as are provided by law, by the articles
of incorporation or by the bylaws to carry on the business and affairs
of the corporation. A special meeting of the stockholders for the
purpose of electing directors may be called by any officer, director or
stockholder upon notice given in accordance with K.S.A.
17-6512, and amendments thereto.
(h) After a reinstatement of the articles of
incorporation of the
corporation shall have been effected, except where a special meeting of
stockholders has been called in accordance with the provisions of
subsection (g), the officers who signed the certificate of
reinstatement jointly shall call forthwith a special meeting of the
stockholders of
the corporation upon notice given in accordance with K.S.A.
17-6512, and amendments thereto, and at the special meeting the
stockholders shall elect a full
board of directors, which board shall then elect such officers as are
provided by law, by the articles of incorporation or the bylaws to carry
on the business and affairs of the corporation.
(i) Whenever it shall be desired to renew or reinstate
the articles of
incorporation of any corporation not for profit and having no capital
stock, the governing body shall perform all the acts necessary for the
renewal or reinstatement of the articles of incorporation
of the corporation
which are performed by the board of directors in the case of a
corporation having capital stock. The members of any corporation not for
profit and having no capital stock who are entitled to vote for the
election of members of its governing body shall perform all the acts
necessary for the renewal or reinstatement of the
articles of the corporation
which are performed by the stockholders in the case of a corporation
having capital stock. In all other respects, the procedure for the
renewal or reinstatement of the articles of incorporation
of a corporation not
for profit and having no capital stock shall conform, as nearly as may
be applicable, to the procedure prescribed in this section for the
renewal or reinstatement of the articles of incorporation
of a corporation
having capital stock.
History: L. 1972, ch. 52, § 118;
L. 1973, ch. 100, § 14;
L. 1989, ch. 80, § 1;
L. 1993, ch. 163, § 8;
L. 1994, ch. 182, § 2;
L. 1998, ch. 189, § 20;
L. 1999, ch. 41, § 11;
L. 2000, ch. 39, § 41;
L. 2005, ch. 157, § 10;
L. 2007, ch. 81, § 6; July 1.