17-7681.   Merger or consolidation.(a) Pursuant to an agreement of merger or consolidation, adomestic limitedliability company may merge or consolidate with or into one or more limitedliability companiesformed under the laws of this state or any other state, with such limitedliability company as theagreement shall provide being the surviving or resulting limited liabilitycompany. Unless otherwiseprovided in the limited liability company operating agreement, a merger orconsolidation shall beapproved by each domestic limited liability company which is to merge orconsolidate by themembers, or if there is more than one class or group of members, then by eachclass or group ofmembers, in either case, by the affirmative vote or consent of not less than amajority in interest ofthe remaining members. In connection with a merger or consolidation hereunder,rights or securitiesof, or interests in, a domestic limited liability company which is aconstituent party to the merger or consolidation may be exchanged for orconverted into cash, property, rights or securities of, orinterests in, the surviving or resulting limited liability company or, inaddition to or in lieu thereof,may be exchanged for or converted into cash, property, rights or securities of,or interests in, alimited liability company which is not the surviving or resulting limitedliability company in themerger or consolidation. Notwithstanding prior approval, an agreement of mergeror consolidationmay be terminated or amended pursuant to a provision for such termination oramendment containedin the agreement of merger or consolidation.

      (b)   The limited liability company surviving or resulting in or from themerger orconsolidation shall file a certificate of merger or consolidation with thesecretary of state. Thecertificate of merger or consolidation shall state:

      (1)   The name and jurisdiction of formation or organization of each of thelimited liabilitycompanies which is to merge or consolidate;

      (2)   that an agreement of merger or consolidation has been approved andexecuted by eachof the limited liability companies which is to merge or consolidate;

      (3)   the name of the surviving or resulting limited liability company;

      (4)   the future effective date or time of the merger or consolidation if it isnot to be effectiveupon the filing of the certificate of merger or consolidation, which dateshall, in no event, exceed 90days after the date the certificate is filed in the secretary of state'soffice;

      (5)   that the agreement of merger or consolidation is on file at a place ofbusiness of thesurviving or resulting limited liability company, and shall state the addressthereof;

      (6)   that a copy of the agreement of merger or consolidation will be furnishedby thesurviving or resulting limited liability company, on request and without cost,to any member of any limited liability company which is to merge orconsolidate; and

      (7)   if the surviving or resulting entity is not a domestic limited liabilitycompany, astatement that such surviving entity agrees that it may be served with processin the state of Kansasin any action, suit or proceeding for the enforcement of any obligation of anydomestic limitedliability company which is to merge or consolidate, irrevocably appointing thesecretary of state asits agent to accept service of process in any such action, suit or proceedingand specifying theaddress to which a copy of such process shall be mailed to it by the secretaryof state.

      (c)   Unless a future effective date or time is provided in a certificate ofmerger orconsolidation, in which event a merger or consolidation shall be effective atany such future effectivedate or time, a merger or consolidation shall be effective upon the filing withthe secretary of stateof a certificate of merger or consolidation. If a certificate of merger orconsolidation provides fora future effective date or time and if an agreement of merger or consolidationis amended to changethe future effective date or time, or to change any other matter described inthe certificate of mergeror consolidation so as to make the certificate of merger or consolidation falsein any material respect,as permitted by subsection (b) of this section prior to the future effectivedate or time, the certificateof merger or consolidation shall be amended by the filing of a certificate ofamendment of acertificate of merger or consolidation which shall identify the certificate ofmerger or consolidationand the agreement of merger or consolidation which has been amended and shallstate that theagreement of merger or consolidation has been amended and shall set forth theamendment to thecertificate of merger or consolidation. If a certificate of merger orconsolidation provides for a futureeffective date or time and if an agreement of merger or consolidation isterminated as permitted bysubsection (a) of this section prior to the future effective date or time, thecertificate of merger or consolidation shall be terminated by the filing of acertificate of termination of a merger orconsolidation which shall identify the certificate of merger or consolidationand the agreement ofmerger or consolidation which has been terminated and shall state that theagreement of merger orconsolidation has been terminated.

      (d)   A certificate of merger or consolidation shall act as a certificate ofcancellation for adomestic limited liability company which is not the surviving or resultingentity in the merger orconsolidation.

      (e)   An agreement of merger or consolidation approved in accordance withsubsection (a)of this section may:

      (1)   Effect any amendment to the operating agreement; or

      (2)   effect the adoption of a new operating agreement.

      Any amendment to an operating agreement or adoption of a new operatingagreement madepursuant to the foregoing provision shall be effective at the effective time ordate of the merger orconsolidation. The provisions of this subsection shall not be construed tolimit the accomplishmentof a merger or of any of the matters referred to herein by any other meansprovided for in anoperating agreement or other agreement or as otherwise permitted by law,including that theoperating agreement of any constituent limited liability company to the mergeror consolidation(including a limited liability company formed for the purpose of consummating amerger orconsolidation) shall be the operating agreement of the surviving or resultinglimited liabilitycompany.

      (f)   When any merger or consolidation shall have become effective under thissection, for allpurposes of the laws of the state of Kansas, all of the rights, privileges andpowers of each of the limited liability companies that have merged orconsolidated, and all property, real, personal andmixed, and all debts due to any of the limited liability companies, as well asall other things andcauses of action belonging to each of such limited liability companies, shallbe vested in thesurviving or resulting limited liability company, and shall thereafter be theproperty of the survivingor resulting limited liability company as they were of each of the limitedliability companies thathave merged or consolidated, and the title to any real property vested by deedor otherwise, underthe laws of the state of Kansas, in any of such limited liability companies,shall not revert or be inany way impaired by reason of this section, but all rights of creditors and allliens upon any propertyof any of the limited liability companies shall be preserved unimpaired, andall debts, liabilities andduties of each of the limited liability companies that have merged orconsolidated shall thenceforthattach to the surviving or resulting limited liability company and may beenforced against it to thesame extent as if the debts, liabilities and duties had been incurred orcontracted by it. Unlessotherwise agreed, a merger or consolidation of a limited liability company,including a limitedliability company which is not the surviving or resulting entity in the mergeror consolidation, shallnot require such limited liability company to wind up its affairs under K.S.A.17-76,118, and amendmentsthereto or pay its liabilities and distribute its assets under K.S.A.17-76,119, andamendments thereto.

      (g)   A limited liability company may merge or consolidate with or into one ormorecorporations, business trusts or associations, real estate investment trusts,common-law trusts, or anyother unincorporated business, including a partnership (whether general,limited or a registeredlimited liability partnership), in accordance with the provisions of K.S.A.17-7701, and amendmentsthereto.

      History:   L. 1999, ch. 119, § 20; Jan. 1, 2000.