17-7208.Breach of condition necessary to status as close
corporation; proceeding to prevent loss of status; jurisdiction and
powers of district court.
(a) If any event occurs, as a result of which one or more of the
provisions or conditions included in a close corporation's articles of
incorporation, pursuant to K.S.A. 17-7202, and amendments thereto, to
qualify
it as a close corporation has been breached, the corporation's status as
a close corporation shall terminate unless:
(1) Within 30 days after the occurrence of the
event, or
within 30 days after the event has been discovered,
whichever
is later, the corporation files with the secretary of state a
certificate, executed in accordance with K.S.A.
17-6003,
and amendments thereto, stating that a specified provision or condition
included in its articles of incorporation pursuant to K.S.A. 17-7202, and
amendments thereto, to
qualify it as a close corporation has ceased to
be applicable, and furnishes a copy of such certificate to each
stockholder; and
(2) The corporation concurrently with the filing of such certificate
takes such steps as are necessary to correct the situation which
threatens its status as a close corporation, including, without
limitation, the refusal to register the transfer of stock which has been
wrongfully transferred as provided by K.S.A. 17-7207, and amendments
thereto,
or a proceeding under subsection (b).
(b) The district court, upon the suit of the corporation or any
stockholder, shall have jurisdiction to issue all orders necessary to
prevent the corporation from losing its status as a close corporation,
or to restore its status as a close corporation, by enjoining or setting
aside any act or threatened act on the part of the corporation or a
stockholder which would be inconsistent with any of the provisions or
conditions required or permitted by K.S.A. 17-7202, and amendments
thereto, to
be stated in the articles of incorporation for a close corporation,
unless it is an act approved in accordance with K.S.A. 17-7206, and
amendments thereto. The court
may enjoin or set aside any transfer or threatened
transfer of stock of a close corporation which is contrary to the terms
of its articles of incorporation or of any transfer restriction
permitted by K.S.A. 17-6426, and amendments thereto, and may enjoin any
public
offering, as defined in K.S.A. 17-7202, and amendments thereto, or
threatened
public offering of stock of the close corporation.
History: L. 1972, ch. 52, § 132;
L. 2000, ch. 39, § 43; July 1.
17-7208.Breach of condition necessary to status as close
corporation; proceeding to prevent loss of status; jurisdiction and
powers of district court.
(a) If any event occurs, as a result of which one or more of the
provisions or conditions included in a close corporation's articles of
incorporation, pursuant to K.S.A. 17-7202, and amendments thereto, to
qualify
it as a close corporation has been breached, the corporation's status as
a close corporation shall terminate unless:
(1) Within 30 days after the occurrence of the
event, or
within 30 days after the event has been discovered,
whichever
is later, the corporation files with the secretary of state a
certificate, executed in accordance with K.S.A.
17-6003,
and amendments thereto, stating that a specified provision or condition
included in its articles of incorporation pursuant to K.S.A. 17-7202, and
amendments thereto, to
qualify it as a close corporation has ceased to
be applicable, and furnishes a copy of such certificate to each
stockholder; and
(2) The corporation concurrently with the filing of such certificate
takes such steps as are necessary to correct the situation which
threatens its status as a close corporation, including, without
limitation, the refusal to register the transfer of stock which has been
wrongfully transferred as provided by K.S.A. 17-7207, and amendments
thereto,
or a proceeding under subsection (b).
(b) The district court, upon the suit of the corporation or any
stockholder, shall have jurisdiction to issue all orders necessary to
prevent the corporation from losing its status as a close corporation,
or to restore its status as a close corporation, by enjoining or setting
aside any act or threatened act on the part of the corporation or a
stockholder which would be inconsistent with any of the provisions or
conditions required or permitted by K.S.A. 17-7202, and amendments
thereto, to
be stated in the articles of incorporation for a close corporation,
unless it is an act approved in accordance with K.S.A. 17-7206, and
amendments thereto. The court
may enjoin or set aside any transfer or threatened
transfer of stock of a close corporation which is contrary to the terms
of its articles of incorporation or of any transfer restriction
permitted by K.S.A. 17-6426, and amendments thereto, and may enjoin any
public
offering, as defined in K.S.A. 17-7202, and amendments thereto, or
threatened
public offering of stock of the close corporation.
History: L. 1972, ch. 52, § 132;
L. 2000, ch. 39, § 43; July 1.
17-7208.Breach of condition necessary to status as close
corporation; proceeding to prevent loss of status; jurisdiction and
powers of district court.
(a) If any event occurs, as a result of which one or more of the
provisions or conditions included in a close corporation's articles of
incorporation, pursuant to K.S.A. 17-7202, and amendments thereto, to
qualify
it as a close corporation has been breached, the corporation's status as
a close corporation shall terminate unless:
(1) Within 30 days after the occurrence of the
event, or
within 30 days after the event has been discovered,
whichever
is later, the corporation files with the secretary of state a
certificate, executed in accordance with K.S.A.
17-6003,
and amendments thereto, stating that a specified provision or condition
included in its articles of incorporation pursuant to K.S.A. 17-7202, and
amendments thereto, to
qualify it as a close corporation has ceased to
be applicable, and furnishes a copy of such certificate to each
stockholder; and
(2) The corporation concurrently with the filing of such certificate
takes such steps as are necessary to correct the situation which
threatens its status as a close corporation, including, without
limitation, the refusal to register the transfer of stock which has been
wrongfully transferred as provided by K.S.A. 17-7207, and amendments
thereto,
or a proceeding under subsection (b).
(b) The district court, upon the suit of the corporation or any
stockholder, shall have jurisdiction to issue all orders necessary to
prevent the corporation from losing its status as a close corporation,
or to restore its status as a close corporation, by enjoining or setting
aside any act or threatened act on the part of the corporation or a
stockholder which would be inconsistent with any of the provisions or
conditions required or permitted by K.S.A. 17-7202, and amendments
thereto, to
be stated in the articles of incorporation for a close corporation,
unless it is an act approved in accordance with K.S.A. 17-7206, and
amendments thereto. The court
may enjoin or set aside any transfer or threatened
transfer of stock of a close corporation which is contrary to the terms
of its articles of incorporation or of any transfer restriction
permitted by K.S.A. 17-6426, and amendments thereto, and may enjoin any
public
offering, as defined in K.S.A. 17-7202, and amendments thereto, or
threatened
public offering of stock of the close corporation.
History: L. 1972, ch. 52, § 132;
L. 2000, ch. 39, § 43; July 1.