17-7681.Merger or consolidation.
(a) Pursuant to an agreement of merger or consolidation, a
domestic limited
liability company may merge or consolidate with or into one or more limited
liability companies
formed under the laws of this state or any other state, with such limited
liability company as the
agreement shall provide being the surviving or resulting limited liability
company. Unless otherwise
provided in the limited liability company operating agreement, a merger or
consolidation shall be
approved by each domestic limited liability company which is to merge or
consolidate by the
members, or if there is more than one class or group of members, then by each
class or group of
members, in either case, by the affirmative vote or consent of not less than a
majority in interest of
the remaining members. In connection with a merger or consolidation hereunder,
rights or securities
of, or interests in, a domestic limited liability company which is a
constituent party to the merger or consolidation may be exchanged for or
converted into cash, property, rights or securities of, or
interests in, the surviving or resulting limited liability company or, in
addition to or in lieu thereof,
may be exchanged for or converted into cash, property, rights or securities of,
or interests in, a
limited liability company which is not the surviving or resulting limited
liability company in the
merger or consolidation. Notwithstanding prior approval, an agreement of merger
or consolidation
may be terminated or amended pursuant to a provision for such termination or
amendment contained
in the agreement of merger or consolidation.
(b) The limited liability company surviving or resulting in or from the
merger or
consolidation shall file a certificate of merger or consolidation with the
secretary of state. The
certificate of merger or consolidation shall state:
(1) The name and jurisdiction of formation or organization of each of the
limited liability
companies which is to merge or consolidate;
(2) that an agreement of merger or consolidation has been approved and
executed by each
of the limited liability companies which is to merge or consolidate;
(3) the name of the surviving or resulting limited liability company;
(4) the future effective date or time of the merger or consolidation if it is
not to be effective
upon the filing of the certificate of merger or consolidation, which date
shall, in no event, exceed 90
days after the date the certificate is filed in the secretary of state's
office;
(5) that the agreement of merger or consolidation is on file at a place of
business of the
surviving or resulting limited liability company, and shall state the address
thereof;
(6) that a copy of the agreement of merger or consolidation will be furnished
by the
surviving or resulting limited liability company, on request and without cost,
to any member of any limited liability company which is to merge or
consolidate; and
(7) if the surviving or resulting entity is not a domestic limited liability
company, a
statement that such surviving entity agrees that it may be served with process
in the state of Kansas
in any action, suit or proceeding for the enforcement of any obligation of any
domestic limited
liability company which is to merge or consolidate, irrevocably appointing the
secretary of state as
its agent to accept service of process in any such action, suit or proceeding
and specifying the
address to which a copy of such process shall be mailed to it by the secretary
of state.
(c) Unless a future effective date or time is provided in a certificate of
merger or
consolidation, in which event a merger or consolidation shall be effective at
any such future effective
date or time, a merger or consolidation shall be effective upon the filing with
the secretary of state
of a certificate of merger or consolidation. If a certificate of merger or
consolidation provides for
a future effective date or time and if an agreement of merger or consolidation
is amended to change
the future effective date or time, or to change any other matter described in
the certificate of merger
or consolidation so as to make the certificate of merger or consolidation false
in any material respect,
as permitted by subsection (b) of this section prior to the future effective
date or time, the certificate
of merger or consolidation shall be amended by the filing of a certificate of
amendment of a
certificate of merger or consolidation which shall identify the certificate of
merger or consolidation
and the agreement of merger or consolidation which has been amended and shall
state that the
agreement of merger or consolidation has been amended and shall set forth the
amendment to the
certificate of merger or consolidation. If a certificate of merger or
consolidation provides for a future
effective date or time and if an agreement of merger or consolidation is
terminated as permitted by
subsection (a) of this section prior to the future effective date or time, the
certificate of merger or consolidation shall be terminated by the filing of a
certificate of termination of a merger or
consolidation which shall identify the certificate of merger or consolidation
and the agreement of
merger or consolidation which has been terminated and shall state that the
agreement of merger or
consolidation has been terminated.
(d) A certificate of merger or consolidation shall act as a certificate of
cancellation for a
domestic limited liability company which is not the surviving or resulting
entity in the merger or
consolidation.
(e) An agreement of merger or consolidation approved in accordance with
subsection (a)
of this section may:
(1) Effect any amendment to the operating agreement; or
(2) effect the adoption of a new operating agreement.
Any amendment to an operating agreement or adoption of a new operating
agreement made
pursuant to the foregoing provision shall be effective at the effective time or
date of the merger or
consolidation. The provisions of this subsection shall not be construed to
limit the accomplishment
of a merger or of any of the matters referred to herein by any other means
provided for in an
operating agreement or other agreement or as otherwise permitted by law,
including that the
operating agreement of any constituent limited liability company to the merger
or consolidation
(including a limited liability company formed for the purpose of consummating a
merger or
consolidation) shall be the operating agreement of the surviving or resulting
limited liability
company.
(f) When any merger or consolidation shall have become effective under this
section, for all
purposes of the laws of the state of Kansas, all of the rights, privileges and
powers of each of the limited liability companies that have merged or
consolidated, and all property, real, personal and
mixed, and all debts due to any of the limited liability companies, as well as
all other things and
causes of action belonging to each of such limited liability companies, shall
be vested in the
surviving or resulting limited liability company, and shall thereafter be the
property of the surviving
or resulting limited liability company as they were of each of the limited
liability companies that
have merged or consolidated, and the title to any real property vested by deed
or otherwise, under
the laws of the state of Kansas, in any of such limited liability companies,
shall not revert or be in
any way impaired by reason of this section, but all rights of creditors and all
liens upon any property
of any of the limited liability companies shall be preserved unimpaired, and
all debts, liabilities and
duties of each of the limited liability companies that have merged or
consolidated shall thenceforth
attach to the surviving or resulting limited liability company and may be
enforced against it to the
same extent as if the debts, liabilities and duties had been incurred or
contracted by it. Unless
otherwise agreed, a merger or consolidation of a limited liability company,
including a limited
liability company which is not the surviving or resulting entity in the merger
or consolidation, shall
not require such limited liability company to wind up its affairs under K.S.A.
17-76,118, and amendments
thereto or pay its liabilities and distribute its assets under K.S.A.
17-76,119, and
amendments thereto.
(g) A limited liability company may merge or consolidate with or into one or
more
corporations, business trusts or associations, real estate investment trusts,
common-law trusts, or any
other unincorporated business, including a partnership (whether general,
limited or a registered
limited liability partnership), in accordance with the provisions of K.S.A.
17-7701, and amendments
thereto.
17-7681.Merger or consolidation.
(a) Pursuant to an agreement of merger or consolidation, a
domestic limited
liability company may merge or consolidate with or into one or more limited
liability companies
formed under the laws of this state or any other state, with such limited
liability company as the
agreement shall provide being the surviving or resulting limited liability
company. Unless otherwise
provided in the limited liability company operating agreement, a merger or
consolidation shall be
approved by each domestic limited liability company which is to merge or
consolidate by the
members, or if there is more than one class or group of members, then by each
class or group of
members, in either case, by the affirmative vote or consent of not less than a
majority in interest of
the remaining members. In connection with a merger or consolidation hereunder,
rights or securities
of, or interests in, a domestic limited liability company which is a
constituent party to the merger or consolidation may be exchanged for or
converted into cash, property, rights or securities of, or
interests in, the surviving or resulting limited liability company or, in
addition to or in lieu thereof,
may be exchanged for or converted into cash, property, rights or securities of,
or interests in, a
limited liability company which is not the surviving or resulting limited
liability company in the
merger or consolidation. Notwithstanding prior approval, an agreement of merger
or consolidation
may be terminated or amended pursuant to a provision for such termination or
amendment contained
in the agreement of merger or consolidation.
(b) The limited liability company surviving or resulting in or from the
merger or
consolidation shall file a certificate of merger or consolidation with the
secretary of state. The
certificate of merger or consolidation shall state:
(1) The name and jurisdiction of formation or organization of each of the
limited liability
companies which is to merge or consolidate;
(2) that an agreement of merger or consolidation has been approved and
executed by each
of the limited liability companies which is to merge or consolidate;
(3) the name of the surviving or resulting limited liability company;
(4) the future effective date or time of the merger or consolidation if it is
not to be effective
upon the filing of the certificate of merger or consolidation, which date
shall, in no event, exceed 90
days after the date the certificate is filed in the secretary of state's
office;
(5) that the agreement of merger or consolidation is on file at a place of
business of the
surviving or resulting limited liability company, and shall state the address
thereof;
(6) that a copy of the agreement of merger or consolidation will be furnished
by the
surviving or resulting limited liability company, on request and without cost,
to any member of any limited liability company which is to merge or
consolidate; and
(7) if the surviving or resulting entity is not a domestic limited liability
company, a
statement that such surviving entity agrees that it may be served with process
in the state of Kansas
in any action, suit or proceeding for the enforcement of any obligation of any
domestic limited
liability company which is to merge or consolidate, irrevocably appointing the
secretary of state as
its agent to accept service of process in any such action, suit or proceeding
and specifying the
address to which a copy of such process shall be mailed to it by the secretary
of state.
(c) Unless a future effective date or time is provided in a certificate of
merger or
consolidation, in which event a merger or consolidation shall be effective at
any such future effective
date or time, a merger or consolidation shall be effective upon the filing with
the secretary of state
of a certificate of merger or consolidation. If a certificate of merger or
consolidation provides for
a future effective date or time and if an agreement of merger or consolidation
is amended to change
the future effective date or time, or to change any other matter described in
the certificate of merger
or consolidation so as to make the certificate of merger or consolidation false
in any material respect,
as permitted by subsection (b) of this section prior to the future effective
date or time, the certificate
of merger or consolidation shall be amended by the filing of a certificate of
amendment of a
certificate of merger or consolidation which shall identify the certificate of
merger or consolidation
and the agreement of merger or consolidation which has been amended and shall
state that the
agreement of merger or consolidation has been amended and shall set forth the
amendment to the
certificate of merger or consolidation. If a certificate of merger or
consolidation provides for a future
effective date or time and if an agreement of merger or consolidation is
terminated as permitted by
subsection (a) of this section prior to the future effective date or time, the
certificate of merger or consolidation shall be terminated by the filing of a
certificate of termination of a merger or
consolidation which shall identify the certificate of merger or consolidation
and the agreement of
merger or consolidation which has been terminated and shall state that the
agreement of merger or
consolidation has been terminated.
(d) A certificate of merger or consolidation shall act as a certificate of
cancellation for a
domestic limited liability company which is not the surviving or resulting
entity in the merger or
consolidation.
(e) An agreement of merger or consolidation approved in accordance with
subsection (a)
of this section may:
(1) Effect any amendment to the operating agreement; or
(2) effect the adoption of a new operating agreement.
Any amendment to an operating agreement or adoption of a new operating
agreement made
pursuant to the foregoing provision shall be effective at the effective time or
date of the merger or
consolidation. The provisions of this subsection shall not be construed to
limit the accomplishment
of a merger or of any of the matters referred to herein by any other means
provided for in an
operating agreement or other agreement or as otherwise permitted by law,
including that the
operating agreement of any constituent limited liability company to the merger
or consolidation
(including a limited liability company formed for the purpose of consummating a
merger or
consolidation) shall be the operating agreement of the surviving or resulting
limited liability
company.
(f) When any merger or consolidation shall have become effective under this
section, for all
purposes of the laws of the state of Kansas, all of the rights, privileges and
powers of each of the limited liability companies that have merged or
consolidated, and all property, real, personal and
mixed, and all debts due to any of the limited liability companies, as well as
all other things and
causes of action belonging to each of such limited liability companies, shall
be vested in the
surviving or resulting limited liability company, and shall thereafter be the
property of the surviving
or resulting limited liability company as they were of each of the limited
liability companies that
have merged or consolidated, and the title to any real property vested by deed
or otherwise, under
the laws of the state of Kansas, in any of such limited liability companies,
shall not revert or be in
any way impaired by reason of this section, but all rights of creditors and all
liens upon any property
of any of the limited liability companies shall be preserved unimpaired, and
all debts, liabilities and
duties of each of the limited liability companies that have merged or
consolidated shall thenceforth
attach to the surviving or resulting limited liability company and may be
enforced against it to the
same extent as if the debts, liabilities and duties had been incurred or
contracted by it. Unless
otherwise agreed, a merger or consolidation of a limited liability company,
including a limited
liability company which is not the surviving or resulting entity in the merger
or consolidation, shall
not require such limited liability company to wind up its affairs under K.S.A.
17-76,118, and amendments
thereto or pay its liabilities and distribute its assets under K.S.A.
17-76,119, and
amendments thereto.
(g) A limited liability company may merge or consolidate with or into one or
more
corporations, business trusts or associations, real estate investment trusts,
common-law trusts, or any
other unincorporated business, including a partnership (whether general,
limited or a registered
limited liability partnership), in accordance with the provisions of K.S.A.
17-7701, and amendments
thereto.
17-7681.Merger or consolidation.
(a) Pursuant to an agreement of merger or consolidation, a
domestic limited
liability company may merge or consolidate with or into one or more limited
liability companies
formed under the laws of this state or any other state, with such limited
liability company as the
agreement shall provide being the surviving or resulting limited liability
company. Unless otherwise
provided in the limited liability company operating agreement, a merger or
consolidation shall be
approved by each domestic limited liability company which is to merge or
consolidate by the
members, or if there is more than one class or group of members, then by each
class or group of
members, in either case, by the affirmative vote or consent of not less than a
majority in interest of
the remaining members. In connection with a merger or consolidation hereunder,
rights or securities
of, or interests in, a domestic limited liability company which is a
constituent party to the merger or consolidation may be exchanged for or
converted into cash, property, rights or securities of, or
interests in, the surviving or resulting limited liability company or, in
addition to or in lieu thereof,
may be exchanged for or converted into cash, property, rights or securities of,
or interests in, a
limited liability company which is not the surviving or resulting limited
liability company in the
merger or consolidation. Notwithstanding prior approval, an agreement of merger
or consolidation
may be terminated or amended pursuant to a provision for such termination or
amendment contained
in the agreement of merger or consolidation.
(b) The limited liability company surviving or resulting in or from the
merger or
consolidation shall file a certificate of merger or consolidation with the
secretary of state. The
certificate of merger or consolidation shall state:
(1) The name and jurisdiction of formation or organization of each of the
limited liability
companies which is to merge or consolidate;
(2) that an agreement of merger or consolidation has been approved and
executed by each
of the limited liability companies which is to merge or consolidate;
(3) the name of the surviving or resulting limited liability company;
(4) the future effective date or time of the merger or consolidation if it is
not to be effective
upon the filing of the certificate of merger or consolidation, which date
shall, in no event, exceed 90
days after the date the certificate is filed in the secretary of state's
office;
(5) that the agreement of merger or consolidation is on file at a place of
business of the
surviving or resulting limited liability company, and shall state the address
thereof;
(6) that a copy of the agreement of merger or consolidation will be furnished
by the
surviving or resulting limited liability company, on request and without cost,
to any member of any limited liability company which is to merge or
consolidate; and
(7) if the surviving or resulting entity is not a domestic limited liability
company, a
statement that such surviving entity agrees that it may be served with process
in the state of Kansas
in any action, suit or proceeding for the enforcement of any obligation of any
domestic limited
liability company which is to merge or consolidate, irrevocably appointing the
secretary of state as
its agent to accept service of process in any such action, suit or proceeding
and specifying the
address to which a copy of such process shall be mailed to it by the secretary
of state.
(c) Unless a future effective date or time is provided in a certificate of
merger or
consolidation, in which event a merger or consolidation shall be effective at
any such future effective
date or time, a merger or consolidation shall be effective upon the filing with
the secretary of state
of a certificate of merger or consolidation. If a certificate of merger or
consolidation provides for
a future effective date or time and if an agreement of merger or consolidation
is amended to change
the future effective date or time, or to change any other matter described in
the certificate of merger
or consolidation so as to make the certificate of merger or consolidation false
in any material respect,
as permitted by subsection (b) of this section prior to the future effective
date or time, the certificate
of merger or consolidation shall be amended by the filing of a certificate of
amendment of a
certificate of merger or consolidation which shall identify the certificate of
merger or consolidation
and the agreement of merger or consolidation which has been amended and shall
state that the
agreement of merger or consolidation has been amended and shall set forth the
amendment to the
certificate of merger or consolidation. If a certificate of merger or
consolidation provides for a future
effective date or time and if an agreement of merger or consolidation is
terminated as permitted by
subsection (a) of this section prior to the future effective date or time, the
certificate of merger or consolidation shall be terminated by the filing of a
certificate of termination of a merger or
consolidation which shall identify the certificate of merger or consolidation
and the agreement of
merger or consolidation which has been terminated and shall state that the
agreement of merger or
consolidation has been terminated.
(d) A certificate of merger or consolidation shall act as a certificate of
cancellation for a
domestic limited liability company which is not the surviving or resulting
entity in the merger or
consolidation.
(e) An agreement of merger or consolidation approved in accordance with
subsection (a)
of this section may:
(1) Effect any amendment to the operating agreement; or
(2) effect the adoption of a new operating agreement.
Any amendment to an operating agreement or adoption of a new operating
agreement made
pursuant to the foregoing provision shall be effective at the effective time or
date of the merger or
consolidation. The provisions of this subsection shall not be construed to
limit the accomplishment
of a merger or of any of the matters referred to herein by any other means
provided for in an
operating agreement or other agreement or as otherwise permitted by law,
including that the
operating agreement of any constituent limited liability company to the merger
or consolidation
(including a limited liability company formed for the purpose of consummating a
merger or
consolidation) shall be the operating agreement of the surviving or resulting
limited liability
company.
(f) When any merger or consolidation shall have become effective under this
section, for all
purposes of the laws of the state of Kansas, all of the rights, privileges and
powers of each of the limited liability companies that have merged or
consolidated, and all property, real, personal and
mixed, and all debts due to any of the limited liability companies, as well as
all other things and
causes of action belonging to each of such limited liability companies, shall
be vested in the
surviving or resulting limited liability company, and shall thereafter be the
property of the surviving
or resulting limited liability company as they were of each of the limited
liability companies that
have merged or consolidated, and the title to any real property vested by deed
or otherwise, under
the laws of the state of Kansas, in any of such limited liability companies,
shall not revert or be in
any way impaired by reason of this section, but all rights of creditors and all
liens upon any property
of any of the limited liability companies shall be preserved unimpaired, and
all debts, liabilities and
duties of each of the limited liability companies that have merged or
consolidated shall thenceforth
attach to the surviving or resulting limited liability company and may be
enforced against it to the
same extent as if the debts, liabilities and duties had been incurred or
contracted by it. Unless
otherwise agreed, a merger or consolidation of a limited liability company,
including a limited
liability company which is not the surviving or resulting entity in the merger
or consolidation, shall
not require such limited liability company to wind up its affairs under K.S.A.
17-76,118, and amendments
thereto or pay its liabilities and distribute its assets under K.S.A.
17-76,119, and
amendments thereto.
(g) A limited liability company may merge or consolidate with or into one or
more
corporations, business trusts or associations, real estate investment trusts,
common-law trusts, or any
other unincorporated business, including a partnership (whether general,
limited or a registered
limited liability partnership), in accordance with the provisions of K.S.A.
17-7701, and amendments
thereto.