Article 68.--DISSOLUTION AND DISPOSITION OF CORPORATE ASSETS
17-6804.Dissolution; procedure; corporations having
only two equal stockholders.
(a) If it is deemed advisable in the judgment of the board of directors of any
corporation that it should be dissolved, the board, after the adoption of a
resolution to that effect by a majority of the whole board at any meeting
called for that purpose, shall give notice by mail to each stockholder entitled
to vote on a dissolution of the adoption of the resolution and of a meeting of
stockholders to take action upon the resolution.
(b) At the meeting a vote shall be taken for and against the proposed
dissolution. If a majority of the outstanding stock of the corporation entitled
to vote votes for the proposed dissolution, a certificate stating that the
dissolution has been authorized in accordance with the provisions of this
section and setting forth the names and residences of the directors and
officers shall be executed and filed in accordance with K.S.A. 17-6003 and
amendments thereto. The secretary of state, upon being satisfied that the
requirements of this section have been complied with, shall issue a certificate
that the certificate has been filed, and thereupon, the corporation shall be
dissolved.
(c) Whenever all the stockholders entitled to vote on a dissolution shall
consent in writing to a dissolution, either in person or by duly authorized
attorney, no meeting of directors or stockholders shall be necessary, but on
filing the consent in the office of the secretary of state in accordance with
K.S.A. 17-6003 and amendments thereto, the secretary of state, upon being
satisfied that the requirements of this section have been complied with, shall
issue a certificate that the consent to dissolution has been filed, and
thereupon the corporation shall be dissolved. In the event that the consent is
signed by an attorney, the original power of attorney or a photocopy thereof
shall be attached to and filed with the consent. The consent filed with the
secretary of state shall have attached to it the affidavit of the secretary or
some other officer of the corporation stating that the consent has been signed
by or on behalf of all the stockholders entitled to vote on a dissolution; in
addition there shall be attached to the consent a certification by the
secretary or some officer of the corporation setting forth the names and
residences of the directors and officers of the corporation.
(d) If the stockholders of a corporation having only two stockholders, each
of which owns 50% of the stock therein, are unable to agree upon the
desirability of dissolving the corporation and disposing of the corporate
assets, either stockholder may file with the district court a petition stating
that it desires to dissolve the corporation and to dispose of the assets
thereof in accordance with a plan to be agreed upon by both stockholders. Such
petition shall have attached thereto a copy of the proposed plan of dissolution
and distribution and a certificate stating that copies of such petition and
plan have been transmitted in writing to the other stockholder and to the
directors and officers of such corporation.
Unless both stockholders file with the district court: (1) Within three months
of the date of the filing of such petition, a certificate stating that they
have agreed on such plan, or a modification thereof; and (2) within one year
from the date of the filing of such petition, a certificate stating that the
distribution provided by such plan has been completed, the court may either:
(A) Dissolve such corporation and, by appointment of one or more receivers with
all the powers and title of a receiver appointed under K.S.A. 17-6808 and
amendments thereto, may administer and wind up its affairs; (B) order the
redemption of the stock of one of the stockholders on such terms as are just
and equitable; or (C) decline to grant any relief. Either or both of the above
periods of time may be extended by agreement of the stockholders, evidenced by
a certificate filed with the court prior to the expiration of such period.
History: L. 1972, ch. 52, § 94;
L. 1973, ch. 100, § 11;
L. 1986, ch. 97, § 4;
L. 1998, ch. 189, § 18;
L. 2000, ch. 39, § 37;
L. 2004, ch. 143, § 58; Jan. 1, 2005.
Article 68.--DISSOLUTION AND DISPOSITION OF CORPORATE ASSETS
17-6804.Dissolution; procedure; corporations having
only two equal stockholders.
(a) If it is deemed advisable in the judgment of the board of directors of any
corporation that it should be dissolved, the board, after the adoption of a
resolution to that effect by a majority of the whole board at any meeting
called for that purpose, shall give notice by mail to each stockholder entitled
to vote on a dissolution of the adoption of the resolution and of a meeting of
stockholders to take action upon the resolution.
(b) At the meeting a vote shall be taken for and against the proposed
dissolution. If a majority of the outstanding stock of the corporation entitled
to vote votes for the proposed dissolution, a certificate stating that the
dissolution has been authorized in accordance with the provisions of this
section and setting forth the names and residences of the directors and
officers shall be executed and filed in accordance with K.S.A. 17-6003 and
amendments thereto. The secretary of state, upon being satisfied that the
requirements of this section have been complied with, shall issue a certificate
that the certificate has been filed, and thereupon, the corporation shall be
dissolved.
(c) Whenever all the stockholders entitled to vote on a dissolution shall
consent in writing to a dissolution, either in person or by duly authorized
attorney, no meeting of directors or stockholders shall be necessary, but on
filing the consent in the office of the secretary of state in accordance with
K.S.A. 17-6003 and amendments thereto, the secretary of state, upon being
satisfied that the requirements of this section have been complied with, shall
issue a certificate that the consent to dissolution has been filed, and
thereupon the corporation shall be dissolved. In the event that the consent is
signed by an attorney, the original power of attorney or a photocopy thereof
shall be attached to and filed with the consent. The consent filed with the
secretary of state shall have attached to it the affidavit of the secretary or
some other officer of the corporation stating that the consent has been signed
by or on behalf of all the stockholders entitled to vote on a dissolution; in
addition there shall be attached to the consent a certification by the
secretary or some officer of the corporation setting forth the names and
residences of the directors and officers of the corporation.
(d) If the stockholders of a corporation having only two stockholders, each
of which owns 50% of the stock therein, are unable to agree upon the
desirability of dissolving the corporation and disposing of the corporate
assets, either stockholder may file with the district court a petition stating
that it desires to dissolve the corporation and to dispose of the assets
thereof in accordance with a plan to be agreed upon by both stockholders. Such
petition shall have attached thereto a copy of the proposed plan of dissolution
and distribution and a certificate stating that copies of such petition and
plan have been transmitted in writing to the other stockholder and to the
directors and officers of such corporation.
Unless both stockholders file with the district court: (1) Within three months
of the date of the filing of such petition, a certificate stating that they
have agreed on such plan, or a modification thereof; and (2) within one year
from the date of the filing of such petition, a certificate stating that the
distribution provided by such plan has been completed, the court may either:
(A) Dissolve such corporation and, by appointment of one or more receivers with
all the powers and title of a receiver appointed under K.S.A. 17-6808 and
amendments thereto, may administer and wind up its affairs; (B) order the
redemption of the stock of one of the stockholders on such terms as are just
and equitable; or (C) decline to grant any relief. Either or both of the above
periods of time may be extended by agreement of the stockholders, evidenced by
a certificate filed with the court prior to the expiration of such period.
History: L. 1972, ch. 52, § 94;
L. 1973, ch. 100, § 11;
L. 1986, ch. 97, § 4;
L. 1998, ch. 189, § 18;
L. 2000, ch. 39, § 37;
L. 2004, ch. 143, § 58; Jan. 1, 2005.
Article 68.--DISSOLUTION AND DISPOSITION OF CORPORATE ASSETS
17-6804.Dissolution; procedure; corporations having
only two equal stockholders.
(a) If it is deemed advisable in the judgment of the board of directors of any
corporation that it should be dissolved, the board, after the adoption of a
resolution to that effect by a majority of the whole board at any meeting
called for that purpose, shall give notice by mail to each stockholder entitled
to vote on a dissolution of the adoption of the resolution and of a meeting of
stockholders to take action upon the resolution.
(b) At the meeting a vote shall be taken for and against the proposed
dissolution. If a majority of the outstanding stock of the corporation entitled
to vote votes for the proposed dissolution, a certificate stating that the
dissolution has been authorized in accordance with the provisions of this
section and setting forth the names and residences of the directors and
officers shall be executed and filed in accordance with K.S.A. 17-6003 and
amendments thereto. The secretary of state, upon being satisfied that the
requirements of this section have been complied with, shall issue a certificate
that the certificate has been filed, and thereupon, the corporation shall be
dissolved.
(c) Whenever all the stockholders entitled to vote on a dissolution shall
consent in writing to a dissolution, either in person or by duly authorized
attorney, no meeting of directors or stockholders shall be necessary, but on
filing the consent in the office of the secretary of state in accordance with
K.S.A. 17-6003 and amendments thereto, the secretary of state, upon being
satisfied that the requirements of this section have been complied with, shall
issue a certificate that the consent to dissolution has been filed, and
thereupon the corporation shall be dissolved. In the event that the consent is
signed by an attorney, the original power of attorney or a photocopy thereof
shall be attached to and filed with the consent. The consent filed with the
secretary of state shall have attached to it the affidavit of the secretary or
some other officer of the corporation stating that the consent has been signed
by or on behalf of all the stockholders entitled to vote on a dissolution; in
addition there shall be attached to the consent a certification by the
secretary or some officer of the corporation setting forth the names and
residences of the directors and officers of the corporation.
(d) If the stockholders of a corporation having only two stockholders, each
of which owns 50% of the stock therein, are unable to agree upon the
desirability of dissolving the corporation and disposing of the corporate
assets, either stockholder may file with the district court a petition stating
that it desires to dissolve the corporation and to dispose of the assets
thereof in accordance with a plan to be agreed upon by both stockholders. Such
petition shall have attached thereto a copy of the proposed plan of dissolution
and distribution and a certificate stating that copies of such petition and
plan have been transmitted in writing to the other stockholder and to the
directors and officers of such corporation.
Unless both stockholders file with the district court: (1) Within three months
of the date of the filing of such petition, a certificate stating that they
have agreed on such plan, or a modification thereof; and (2) within one year
from the date of the filing of such petition, a certificate stating that the
distribution provided by such plan has been completed, the court may either:
(A) Dissolve such corporation and, by appointment of one or more receivers with
all the powers and title of a receiver appointed under K.S.A. 17-6808 and
amendments thereto, may administer and wind up its affairs; (B) order the
redemption of the stock of one of the stockholders on such terms as are just
and equitable; or (C) decline to grant any relief. Either or both of the above
periods of time may be extended by agreement of the stockholders, evidenced by
a certificate filed with the court prior to the expiration of such period.
History: L. 1972, ch. 52, § 94;
L. 1973, ch. 100, § 11;
L. 1986, ch. 97, § 4;
L. 1998, ch. 189, § 18;
L. 2000, ch. 39, § 37;
L. 2004, ch. 143, § 58; Jan. 1, 2005.