17-7706.   Surviving or new entity files agreement of merger orconsolidation; requirements; filing; effective date.(a) After an agreement of merger or consolidation isauthorized, approved and certified in accordance with K.S.A. 17-7705, andamendments thereto, thesurvivingor new entity shall file the agreement of merger or consolidation with thesecretary of state or, in lieu thereof, a certificate of merger orconsolidation, duly executed, by each constituent entity setting forth:

      (1)   The name, state or country of organization and nature or type of each ofthe constituent entities;

      (2)   that an agreement of merger or consolidation has been authorized andapproved by each of the constituent entities in accordance with K.S.A.17-7705, and amendments thereto.

      (3)   the effective date of the merger or consolidation which may not exceed90 days after the date of filing of the agreement of merger or consolidation orthe articles of merger or consolidation;

      (4)   the name of the surviving or new entity;

      (5)   if applicable, the address of the registered office and the name of theregistered agent at such office for the surviving or new entity;

      (6)   in the case of a merger, such amendments or changes to theorganizationaldocuments of the surviving entity, as are desired to be effected by the merger,or, if no such amendments or changes are desired, a statement that theorganizational documents of the surviving entity shall be its organizationaldocuments;

      (7)   in the case of a consolidation, that the organizational documents of thenew entity shall be set forth in an attachment to such agreement or articles ofmerger or consolidation;

      (8)   that the executed agreement of merger or consolidation is on file at theprincipal place of business of the surviving or new entity, stating the addressthereof; and

      (9)   that a copy of the agreement of merger or consolidation will befurnished by the surviving or new entity, on request and without cost, to anypartner, shareholder, member or their equivalent of any entity that is a partyto the merger or consolidation.

      (b)   The agreement or certificate of merger or consolidation shall be filedin accordance with K.S.A. 17-6003 andamendments thereto.

      (c)   A merger or consolidation shall be effective when the requirements foreffectiveness of laws under which any constituent entity was formed have beenmet and the certificate of merger or consolidation has been filed by thesecretary of state, unless a later date is certified in the agreement of mergeror consolidation or articles of merger or consolidation, in which case, theeffective date of the merger or consolidation will be the date so specifiedwhich shall, in no event, exceed 90 days after the date the agreement of mergeror consolidation or certificate of merger or consolidation is delivered to thesecretary of state for filing.

      History:   L. 1995, ch. 245, § 10;L. 1996, ch. 135, § 7;L. 1998, ch. 189, § 23; July 1.