17-7002.   Extension, renewal orreinstatement of articles ofincorporation; new registered office and resident agent; procedures;effect; nonstock, nonprofit corporations.(a) Any corporation may procure an extension, renewal orreinstatement of its articles of incorporation, if adomestic corporation, orits authority to engage in business, if a foreign corporation, togetherwith all the rights, franchises, privileges and immunities and subjectto all of its duties, debts and liabilities which had been secured orimposed by its original articles of incorporation, and all amendmentsthereto, or by its authority to engage in business, as the case may be,and may designate a new registered office and resident agent in thefollowing instances:

      (1)   At any time before the expiration of the time limited for thecorporation'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 aforeign corporation, has become inoperative by law for nonpayment oftaxes or fees, or failure to file its annual report;

      (3)   at any time, where the articles of incorporation of a domesticcorporation or the authority to engage in business of a foreigncorporation has expired by reason of failure to renew it;

      (4)   at any time, where the articles of incorporation of a domesticcorporation or the authority to engage in business of a foreigncorporation has been renewed, but through failure to comply strictlywith the provisions of this act, the validity of such renewal has beenbrought into question; and

      (5)   at any time, where the articles of incorporation of a domesticcorporation or the authority to engage in business of a foreign corporation hasbeen forfeited pursuant to subsection (c) of K.S.A. 17-6206 and amendmentsthereto.

      (b)   The extension, renewal orreinstatement of the articlesof incorporation or authority to engage in business may be procured byexecuting and filing a certificateinaccordance 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 ofthe corporation or the name it bore when its articles of incorporationor authority to engage in business expired, except as provided insubsection (e);

      (2)   if a new registered office and resident agent is designated, theaddress of the corporation's registered office in thisstate, which shall include the street, city and zip codeand the name ofits resident agent at such address;

      (3)   whether or not the renewal, orreinstatement is to beperpetual and, if not perpetual, the time for which the renewal orreinstatement is to continue; and, in caseof renewal beforethe expiration of the time limited for its existence, the date when therenewal is to commence, which shall be prior to the date of theexpiration of the old articles of incorporation or authority to engagein business which it is desired to renew;

      (4)   that the corporation desiring to be renewed orreinstated and sorenewing or reinstating its corporate existence was dulyorganized underthe laws of the state of its original incorporation;

      (5)   the date when the articles of incorporation or the authority toengage in business would expire, if such is the case, or such otherfacts as may show that the articles of incorporation or the authority toengage in business has become inoperative or void or that the validityof any renewal has been brought into question; and

      (6)   that the certificate for reinstatement is filed byauthority of thosewho were directors or members of the governing body of the corporationat the time its articles of incorporation or the authority to engage inbusiness expired, or who were elected directors or members of thegoverning 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 orreinstated with the same force and effect as if itsarticles ofincorporation had not become inoperative and void or had not expired bylimitation. Such reinstatement shall validate all contracts, acts,matters and things made, done and performed within the scope of itsarticles of incorporation by the corporation, its officers and agentsduring the time when its articles of incorporation were inoperative orvoid or after their expiration by limitation, with the same force andeffect and to all intents and purposes as if the articles ofincorporation had at all times remained in full force and effect. Allreal and personal property, rights and credits, which belonged to thecorporation at the time its articles of incorporation became inoperativeor void, or expired by limitation and which were not disposed of priorto the time of its renewal or reinstatement shall bevested in the corporationafter its renewal or reinstatement, as fully and amplyas they were held bythe corporation at and before the time its articles of incorporationbecame inoperative or void or expired by limitation, and the corporationafter its renewal or reinstatement shall be asexclusively liable for allcontracts, acts, matters and things made, done or performed in its nameand on its behalf by its officers and agents prior to its reinstatement,as if its articles of incorporation had remained at all times in fullforce and effect.

      (e)   If, since the articles of incorporation became inoperative orvoid for nonpayment of taxes or fees, or, failure to file annual reportsor expiredby limitation, any othercorporation organized under the laws of this state shall have adoptedthe same name as the corporation sought to be renewed orreinstated orshall have adopted a name so nearly similar thereto as not todistinguish it from the corporation to be renewed orreinstated, or anyforeign corporation qualified in accordance with K.S.A.17-7301, and amendments thereto, shall have adopted the same name as thecorporation sought to be renewed or reinstated, or shallhave adopted a name sonearly similar thereto as not to distinguish it from the corporation to berenewed or reinstated, then in such case the corporationto be renewed orreinstated shall not be renewed under the same name whichit bore when itsarticles of incorporation became inoperative or void or expired, butshall be renewed under some other name; and in such case thecertificate to be filed under the provisions of this section shall setforth the name borne by the corporation at the time its articles ofincorporation became inoperative or void or expired and the new nameunder which the corporation is to be renewed orreinstated.

      (f)   Any corporation seeking to renew or reinstate itsarticles ofincorporation under the provisions of this act shall file all annual reportsand pay to thesecretary of state an amount equal to all fees and anypenalties thereon due.Nonprofit corporations shall file only the annual reports for the threemost recent reporting periods, but shall pay all fees due.

      (g)   If a sufficient number of the last acting officers of anycorporation desiring to renew or reinstate its articles ofincorporationare not available by reason of death, unknown address or refusal orneglect to act, the directors of the corporation or those remaining onthe board, even if only one, may elect successors to such officers. Inany case where there shall be no directors of the corporation availablefor the purposes aforesaid, the stockholders may elect a full board ofdirectors, as provided by the bylaws of the corporation, and the boardshall then elect such officers as are provided by law, by the articlesof incorporation or by the bylaws to carry on the business and affairsof the corporation. A special meeting of the stockholders for thepurpose of electing directors may be called by any officer, director orstockholder upon notice given in accordance with K.S.A.17-6512, and amendments thereto.

      (h)   After a reinstatement of the articles ofincorporation of thecorporation shall have been effected, except where a special meeting ofstockholders has been called in accordance with the provisions ofsubsection (g), the officers who signed the certificate ofreinstatement jointly shall call forthwith a special meeting of thestockholders ofthe corporation upon notice given in accordance with K.S.A.17-6512, and amendments thereto, and at the special meeting thestockholders shall elect a fullboard of directors, which board shall then elect such officers as areprovided by law, by the articles of incorporation or the bylaws to carryon the business and affairs of the corporation.

      (i)   Whenever it shall be desired to renew or reinstatethe articles ofincorporation of any corporation not for profit and having no capitalstock, the governing body shall perform all the acts necessary for therenewal or reinstatement of the articles of incorporationof the corporationwhich are performed by the board of directors in the case of acorporation having capital stock. The members of any corporation not forprofit and having no capital stock who are entitled to vote for theelection of members of its governing body shall perform all the actsnecessary for the renewal or reinstatement of thearticles of the corporationwhich are performed by the stockholders in the case of a corporationhaving capital stock. In all other respects, the procedure for therenewal or reinstatement of the articles of incorporationof a corporation notfor profit and having no capital stock shall conform, as nearly as maybe applicable, to the procedure prescribed in this section for therenewal or reinstatement of the articles of incorporationof a corporationhaving 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.