17-6003.Execution, filing and effective date of
corporate instruments, exceptions; execution constitutes affirmation of
contents; validation of former acts.
(a) When any provision of this act requires any instrument to be filed with the
secretary of state or in accordance with this section, such instrument shall be
executed as follows:
(1) The articles of incorporation shall be signed by the incorporator or
incorporators, and any other instrument to be filed before the election of the
initial board of directors, if the initial directors were not named in the
articles of incorporation, shall be signed by the incorporator or
incorporators. If any incorporator is not available by reason of death,
incapacity, refusal or neglect to act, then the instrument may be signed by any
person for whom or on whose behalf such incorporator was acting as employee or
agent. The instrument shall state that the incorporator is not available and
the reason therefor; that such incorporator was acting as employee or agent for
or on behalf of such person; and that such person's signature is authorized.
(2) All other instruments shall be signed: (i) By any authorized officer of
the corporation; (ii) if it appears from the instrument that there are no such
officers, by a majority of the directors or by such directors as may be
designated by the board; (iii) if it appears from the instrument that there are
no such officers or directors, by the holders of record, or such of them as may
be designated by the holders of record, of a majority of all outstanding shares
of stock; or (iv) by the holders of record of all outstanding shares of stock.
(b) The execution of any document required to be filed with the secretary of
state pursuant to chapter 17 of the Kansas Statutes Annotated shall constitute
an oath or affirmation, under the penalties of perjury, that the facts stated
in the document are true.
(c) When any provision of this act requires any instrument to be filed with
the secretary of state or in accordance with this section, such requirement
means that:
(1) The original signed instrument shall be delivered to the office of the
secretary of state. Any signature on documents authorized to be filed with the
secretary of state under the provisions of this act may be a facsimile, a
conformed signature or an electronically transmitted signature;
(2) all taxes and fees authorized by law to be collected by the secretary of
state in connection with the filing of the instrument shall be tendered to the
secretary of state;
(3) upon delivery of the instrument, and upon tender of the required taxes
and fees, the secretary of state shall certify that the instrument has been
filed in the office of secretary of state by endorsing upon the original signed
instrument the word "Filed" and the date and hour of its filing. This
endorsement is the "filing date" of the instrument and is conclusive of the
date and time of its filing in the absence of actual fraud. The secretary of
state shall thereupon record the endorsed instrument in an electronic medium;
and
(4) the secretary of state shall return the original instrument as a
certified copy of the original recorded instrument, except this provision shall
not apply to annual reports.
(d) Any instrument filed in accordance with subsection (c) shall be effective
upon its filing date. Except where it has been determined otherwise by a court
of competent jurisdiction, any instrument filed in accordance with subsections
(c)(1) through (c)(4) prior to July 1, 1998, shall be deemed to be effective on
the date it was so filed, unless a different effective date was specified for
the instrument in accordance with this subsection, and the recording of such
instrument with a register of deeds shall not be required in order for the
instrument to take effect. Any instrument may provide that it is not to become
effective until a specified date subsequent to its filing date, but such date
shall not be later than 90 days after its filing date. If any instrument filed
in accordance with subsection (c) provides for a future effective date and the
transaction is terminated or its terms are amended to change the future
effective date prior to the future effective date, the instrument shall be
terminated or amended by the filing, prior to the future effective date, of a
certificate of termination or a certificate of amendment of the original
instrument, executed and filed in accordance with this section. The certificate
shall identify the instrument which has been terminated or amended, and shall
state that the instrument has been terminated or the manner in which it has
been amended.
(e) If another section of this act or any other law of this state
specifically prescribes a manner of executing or filing a specified instrument
or a time when such instrument shall become effective, which differs from the
corresponding provisions of this section, then the provisions of such other
section shall govern.
(f) When any instrument authorized to be filed with the secretary of state
under any provision of this act has been so filed and is an inaccurate record
of the corporate action therein referred to, or was defectively or erroneously
executed, such instrument may be corrected by filing with the secretary of
state a certificate of correction of such instrument which shall be executed
and filed in accordance with this section. The certificate of correction shall
specify the inaccuracy or defect to be corrected and shall set forth the
portion of the instrument in corrected form. In lieu of filing a certificate of
correction, the instrument may be corrected by filing with the secretary of
state a corrected instrument which shall be executed and filed in accordance
with this section. The corrected instrument shall be specifically designated as
such in its heading, shall specify the inaccuracy or defect to be corrected,
and shall set forth the entire instrument in corrected form. An instrument
corrected in accordance with this section shall be effective as of the date the
original instrument was filed, except as to those persons who are substantially
and adversely affected by the correction and as to those persons, the corrected
instrument shall be effective from the filing date.
(g) When any corporation conveys any lands or interests therein by deed or
other appropriate instrument of conveyance, such deed or instrument shall be
executed on behalf of the corporation by any authorized officer of the
corporation. Such deed or instrument, when acknowledged by such officer to be
the act of the corporation, or proved in the same manner provided for other
conveyances of lands, may be recorded in the same manner and with the same
effect as other deeds. Corporations likewise shall have power to convey by an
agent or attorney so authorized under power of attorney or other instrument
containing a power to convey real estate or any interest therein, which power
of attorney shall be executed by the corporation in the same manner as herein
provided for the execution of deeds or other instruments of conveyance.
(h) If any instrument authorized to be filed with the secretary of state
is filed and is inaccurately, defectively or erroneously executed or otherwise
defective in any respect, the secretary of state shall not be liable to any
person for the preclearance for filing, the acceptance for filing or the filing
and indexing such instrument.
History: L. 1972, ch. 52, § 3;
L. 1973, ch. 100, § 2;
L. 1984, ch. 201, § 12;
L. 1987, ch. 89, § 1;
L. 1998, ch. 39, § 1;
L. 1999, ch. 41, § 10;
L. 1999, ch. 149, § 1;
L. 2000, ch. 39, § 1;
L. 2004, ch. 143, § 2; Jan. 1, 2005.
17-6003.Execution, filing and effective date of
corporate instruments, exceptions; execution constitutes affirmation of
contents; validation of former acts.
(a) When any provision of this act requires any instrument to be filed with the
secretary of state or in accordance with this section, such instrument shall be
executed as follows:
(1) The articles of incorporation shall be signed by the incorporator or
incorporators, and any other instrument to be filed before the election of the
initial board of directors, if the initial directors were not named in the
articles of incorporation, shall be signed by the incorporator or
incorporators. If any incorporator is not available by reason of death,
incapacity, refusal or neglect to act, then the instrument may be signed by any
person for whom or on whose behalf such incorporator was acting as employee or
agent. The instrument shall state that the incorporator is not available and
the reason therefor; that such incorporator was acting as employee or agent for
or on behalf of such person; and that such person's signature is authorized.
(2) All other instruments shall be signed: (i) By any authorized officer of
the corporation; (ii) if it appears from the instrument that there are no such
officers, by a majority of the directors or by such directors as may be
designated by the board; (iii) if it appears from the instrument that there are
no such officers or directors, by the holders of record, or such of them as may
be designated by the holders of record, of a majority of all outstanding shares
of stock; or (iv) by the holders of record of all outstanding shares of stock.
(b) The execution of any document required to be filed with the secretary of
state pursuant to chapter 17 of the Kansas Statutes Annotated shall constitute
an oath or affirmation, under the penalties of perjury, that the facts stated
in the document are true.
(c) When any provision of this act requires any instrument to be filed with
the secretary of state or in accordance with this section, such requirement
means that:
(1) The original signed instrument shall be delivered to the office of the
secretary of state. Any signature on documents authorized to be filed with the
secretary of state under the provisions of this act may be a facsimile, a
conformed signature or an electronically transmitted signature;
(2) all taxes and fees authorized by law to be collected by the secretary of
state in connection with the filing of the instrument shall be tendered to the
secretary of state;
(3) upon delivery of the instrument, and upon tender of the required taxes
and fees, the secretary of state shall certify that the instrument has been
filed in the office of secretary of state by endorsing upon the original signed
instrument the word "Filed" and the date and hour of its filing. This
endorsement is the "filing date" of the instrument and is conclusive of the
date and time of its filing in the absence of actual fraud. The secretary of
state shall thereupon record the endorsed instrument in an electronic medium;
and
(4) the secretary of state shall return the original instrument as a
certified copy of the original recorded instrument, except this provision shall
not apply to annual reports.
(d) Any instrument filed in accordance with subsection (c) shall be effective
upon its filing date. Except where it has been determined otherwise by a court
of competent jurisdiction, any instrument filed in accordance with subsections
(c)(1) through (c)(4) prior to July 1, 1998, shall be deemed to be effective on
the date it was so filed, unless a different effective date was specified for
the instrument in accordance with this subsection, and the recording of such
instrument with a register of deeds shall not be required in order for the
instrument to take effect. Any instrument may provide that it is not to become
effective until a specified date subsequent to its filing date, but such date
shall not be later than 90 days after its filing date. If any instrument filed
in accordance with subsection (c) provides for a future effective date and the
transaction is terminated or its terms are amended to change the future
effective date prior to the future effective date, the instrument shall be
terminated or amended by the filing, prior to the future effective date, of a
certificate of termination or a certificate of amendment of the original
instrument, executed and filed in accordance with this section. The certificate
shall identify the instrument which has been terminated or amended, and shall
state that the instrument has been terminated or the manner in which it has
been amended.
(e) If another section of this act or any other law of this state
specifically prescribes a manner of executing or filing a specified instrument
or a time when such instrument shall become effective, which differs from the
corresponding provisions of this section, then the provisions of such other
section shall govern.
(f) When any instrument authorized to be filed with the secretary of state
under any provision of this act has been so filed and is an inaccurate record
of the corporate action therein referred to, or was defectively or erroneously
executed, such instrument may be corrected by filing with the secretary of
state a certificate of correction of such instrument which shall be executed
and filed in accordance with this section. The certificate of correction shall
specify the inaccuracy or defect to be corrected and shall set forth the
portion of the instrument in corrected form. In lieu of filing a certificate of
correction, the instrument may be corrected by filing with the secretary of
state a corrected instrument which shall be executed and filed in accordance
with this section. The corrected instrument shall be specifically designated as
such in its heading, shall specify the inaccuracy or defect to be corrected,
and shall set forth the entire instrument in corrected form. An instrument
corrected in accordance with this section shall be effective as of the date the
original instrument was filed, except as to those persons who are substantially
and adversely affected by the correction and as to those persons, the corrected
instrument shall be effective from the filing date.
(g) When any corporation conveys any lands or interests therein by deed or
other appropriate instrument of conveyance, such deed or instrument shall be
executed on behalf of the corporation by any authorized officer of the
corporation. Such deed or instrument, when acknowledged by such officer to be
the act of the corporation, or proved in the same manner provided for other
conveyances of lands, may be recorded in the same manner and with the same
effect as other deeds. Corporations likewise shall have power to convey by an
agent or attorney so authorized under power of attorney or other instrument
containing a power to convey real estate or any interest therein, which power
of attorney shall be executed by the corporation in the same manner as herein
provided for the execution of deeds or other instruments of conveyance.
(h) If any instrument authorized to be filed with the secretary of state
is filed and is inaccurately, defectively or erroneously executed or otherwise
defective in any respect, the secretary of state shall not be liable to any
person for the preclearance for filing, the acceptance for filing or the filing
and indexing such instrument.
History: L. 1972, ch. 52, § 3;
L. 1973, ch. 100, § 2;
L. 1984, ch. 201, § 12;
L. 1987, ch. 89, § 1;
L. 1998, ch. 39, § 1;
L. 1999, ch. 41, § 10;
L. 1999, ch. 149, § 1;
L. 2000, ch. 39, § 1;
L. 2004, ch. 143, § 2; Jan. 1, 2005.
17-6003.Execution, filing and effective date of
corporate instruments, exceptions; execution constitutes affirmation of
contents; validation of former acts.
(a) When any provision of this act requires any instrument to be filed with the
secretary of state or in accordance with this section, such instrument shall be
executed as follows:
(1) The articles of incorporation shall be signed by the incorporator or
incorporators, and any other instrument to be filed before the election of the
initial board of directors, if the initial directors were not named in the
articles of incorporation, shall be signed by the incorporator or
incorporators. If any incorporator is not available by reason of death,
incapacity, refusal or neglect to act, then the instrument may be signed by any
person for whom or on whose behalf such incorporator was acting as employee or
agent. The instrument shall state that the incorporator is not available and
the reason therefor; that such incorporator was acting as employee or agent for
or on behalf of such person; and that such person's signature is authorized.
(2) All other instruments shall be signed: (i) By any authorized officer of
the corporation; (ii) if it appears from the instrument that there are no such
officers, by a majority of the directors or by such directors as may be
designated by the board; (iii) if it appears from the instrument that there are
no such officers or directors, by the holders of record, or such of them as may
be designated by the holders of record, of a majority of all outstanding shares
of stock; or (iv) by the holders of record of all outstanding shares of stock.
(b) The execution of any document required to be filed with the secretary of
state pursuant to chapter 17 of the Kansas Statutes Annotated shall constitute
an oath or affirmation, under the penalties of perjury, that the facts stated
in the document are true.
(c) When any provision of this act requires any instrument to be filed with
the secretary of state or in accordance with this section, such requirement
means that:
(1) The original signed instrument shall be delivered to the office of the
secretary of state. Any signature on documents authorized to be filed with the
secretary of state under the provisions of this act may be a facsimile, a
conformed signature or an electronically transmitted signature;
(2) all taxes and fees authorized by law to be collected by the secretary of
state in connection with the filing of the instrument shall be tendered to the
secretary of state;
(3) upon delivery of the instrument, and upon tender of the required taxes
and fees, the secretary of state shall certify that the instrument has been
filed in the office of secretary of state by endorsing upon the original signed
instrument the word "Filed" and the date and hour of its filing. This
endorsement is the "filing date" of the instrument and is conclusive of the
date and time of its filing in the absence of actual fraud. The secretary of
state shall thereupon record the endorsed instrument in an electronic medium;
and
(4) the secretary of state shall return the original instrument as a
certified copy of the original recorded instrument, except this provision shall
not apply to annual reports.
(d) Any instrument filed in accordance with subsection (c) shall be effective
upon its filing date. Except where it has been determined otherwise by a court
of competent jurisdiction, any instrument filed in accordance with subsections
(c)(1) through (c)(4) prior to July 1, 1998, shall be deemed to be effective on
the date it was so filed, unless a different effective date was specified for
the instrument in accordance with this subsection, and the recording of such
instrument with a register of deeds shall not be required in order for the
instrument to take effect. Any instrument may provide that it is not to become
effective until a specified date subsequent to its filing date, but such date
shall not be later than 90 days after its filing date. If any instrument filed
in accordance with subsection (c) provides for a future effective date and the
transaction is terminated or its terms are amended to change the future
effective date prior to the future effective date, the instrument shall be
terminated or amended by the filing, prior to the future effective date, of a
certificate of termination or a certificate of amendment of the original
instrument, executed and filed in accordance with this section. The certificate
shall identify the instrument which has been terminated or amended, and shall
state that the instrument has been terminated or the manner in which it has
been amended.
(e) If another section of this act or any other law of this state
specifically prescribes a manner of executing or filing a specified instrument
or a time when such instrument shall become effective, which differs from the
corresponding provisions of this section, then the provisions of such other
section shall govern.
(f) When any instrument authorized to be filed with the secretary of state
under any provision of this act has been so filed and is an inaccurate record
of the corporate action therein referred to, or was defectively or erroneously
executed, such instrument may be corrected by filing with the secretary of
state a certificate of correction of such instrument which shall be executed
and filed in accordance with this section. The certificate of correction shall
specify the inaccuracy or defect to be corrected and shall set forth the
portion of the instrument in corrected form. In lieu of filing a certificate of
correction, the instrument may be corrected by filing with the secretary of
state a corrected instrument which shall be executed and filed in accordance
with this section. The corrected instrument shall be specifically designated as
such in its heading, shall specify the inaccuracy or defect to be corrected,
and shall set forth the entire instrument in corrected form. An instrument
corrected in accordance with this section shall be effective as of the date the
original instrument was filed, except as to those persons who are substantially
and adversely affected by the correction and as to those persons, the corrected
instrument shall be effective from the filing date.
(g) When any corporation conveys any lands or interests therein by deed or
other appropriate instrument of conveyance, such deed or instrument shall be
executed on behalf of the corporation by any authorized officer of the
corporation. Such deed or instrument, when acknowledged by such officer to be
the act of the corporation, or proved in the same manner provided for other
conveyances of lands, may be recorded in the same manner and with the same
effect as other deeds. Corporations likewise shall have power to convey by an
agent or attorney so authorized under power of attorney or other instrument
containing a power to convey real estate or any interest therein, which power
of attorney shall be executed by the corporation in the same manner as herein
provided for the execution of deeds or other instruments of conveyance.
(h) If any instrument authorized to be filed with the secretary of state
is filed and is inaccurately, defectively or erroneously executed or otherwise
defective in any respect, the secretary of state shall not be liable to any
person for the preclearance for filing, the acceptance for filing or the filing
and indexing such instrument.
History: L. 1972, ch. 52, § 3;
L. 1973, ch. 100, § 2;
L. 1984, ch. 201, § 12;
L. 1987, ch. 89, § 1;
L. 1998, ch. 39, § 1;
L. 1999, ch. 41, § 10;
L. 1999, ch. 149, § 1;
L. 2000, ch. 39, § 1;
L. 2004, ch. 143, § 2; Jan. 1, 2005.