17-7708.   Proposed merger or consolidation where constituent entity formedunder law of other jurisdiction; requirements; filing; service of process;effect of merger or consolidation.(a) Notwithstanding any provisions in K.S.A. 17-7701 through 17-7707 tothecontrary, any proposed merger or consolidation otherwise permitted pursuant toK.S.A. 17-7703 in which any constituent entity is organized or formed under thelawof any jurisdiction other than this state shall be permitted only if:

      (1)   The merger or consolidation is permitted by the law of the state orcountry under whose laws each foreign constituent entity is organized orformed, and each foreign constituent entity complies with that law in effectingthe merger or consolidation;

      (2)   each foreign constituent entity complies with K.S.A. 17-7702 if it isthesurviving entity or the new entity; and

      (3)   each domestic constituent entity complies with the applicable provisionsof K.S.A. 17-7704 and 17-7705, and, if it is the surviving entity or the newentity,complies with K.S.A. 17-7706.

      (b)   If the surviving entity or new entity is to be governed by the laws ofany jurisdiction other than this state, then, upon the filing of a merger orconsolidation, the surviving entity or new entity shall file a statement withthe secretary of state that the surviving entity or the new entity, as the casemay be, agrees that it is subject to service of process in this state in anyproceeding for enforcement of any obligation of any constituent entity party tothe merger or consolidation that was organized under the laws of this state andfor enforcement of any obligation of the surviving entity or new entity arisingfrom the merger or consolidation, irrevocably appointing the secretary ofstate as such entity's agent to accept service of process in any suchproceeding and specifying the address to which a copy of such process shall bemailed to such entity.

      (c)   The effect of such merger or consolidation shall be as provided inK.S.A. 17-7707, if the surviving entity or new entity is to be governed by thelawsof this state. If the surviving entity or new entity is to be governed by thelaws of any jurisdiction other than this state, the effect of such merger orconsolidation shall be the same as provided in K.S.A. 17-7707 except insofar asthelaws of such other jurisdiction provide otherwise.

      History:   L. 1995, ch. 245, § 12; July 1.