17-7684.Conversion of certain entities to a limited
liability company.
(a) As used in this section, the term "other entity" means a
business trust or
association, a real estate investment trust, a common-law trust or any other
unincorporated business,
including a partnership, whether general (including a registered limited
liability partnership) or
limited (including a registered limited liability limited partnership) or a
foreign limited liability
company.
(b) Any other entity may convert to a domestic limited liability company by
complying with
subsection (h) of this section and filing with the secretary of state in
accordance with K.S.A. 17-7678,
and amendments thereto:
(1) A certificate of conversion to limited liability company that has been
executed by one
or more authorized persons in accordance with K.S.A. 17-7676, and
amendments
thereto; and
(2) articles of organization that comply with K.S.A. 17-7673, and
amendments
thereto, and have
been executed by one or more authorized persons in accordance with K.S.A.
17-7676,
and amendments
thereto.
(c) The certificate of conversion to limited liability company shall state:
(1) The date on which and jurisdiction where the other entity was first
created, formed or
otherwise came into being and, if it has changed, its jurisdiction immediately
prior to its conversion
to a domestic limited liability company;
(2) the name of the other entity immediately prior to the filing of the
certificate of
conversion to limited liability company;
(3) the name of the limited liability company as set forth in its articles of
organization filed
in accordance with subsection (b) of this section; and
(4) the future effective date or time (which shall be a date or time certain
not later than 90
days after the date of filing) of the conversion to a limited liability
company if it is not to be
effective upon the filing of the certificate of conversion to limited liability
company and the articles
of organization.
(d) Upon the filing with the secretary of state of the certificate of
conversion to limited
liability company and the articles of organization or upon the future effective
date or time of the
certificate of conversion to limited liability company and the articles of
organization, the other entity
shall be converted into a domestic limited liability company and the limited
liability company shall
thereafter be subject to all of the provisions of this act, except that
notwithstanding K.S.A. 17-7673,
and amendments thereto, the existence of the limited liability company shall be
deemed to have
commenced on the date the other entity commenced its existence in the
jurisdiction in which the
other entity was first created, formed, incorporated or otherwise came into
being.
(e) The conversion of any other entity into a domestic limited liability
company shall not
be deemed to affect any obligations or liabilities of the other entity incurred
prior to its conversion
to a domestic limited liability company or the personal liability of any person
incurred prior to such
conversion.
(f) When any conversion 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
the other entity that has converted, and all property, real, personal and
mixed, and all debts due to such other entity, as
well
as all other things and causes of action belonging to such other entity, shall
be vested in the domestic
limited liability company and shall thereafter be the property of the domestic
limited liability
company as they were of the other entity that has converted, and the title to
any real property vested
by deed or otherwise in such other entity shall not revert or be in any way
impaired by reason of this
act, but all rights of creditors and all liens upon any property of such
other entity shall be
preserved unimpaired, and all debts, liabilities and duties of the other entity
that has converted shall
thenceforth attach to the domestic limited liability company and may be
enforced against it to the
same extent as if such debts, liabilities and duties had been incurred or
contracted by it.
(g) Unless otherwise agreed, or as required under applicable nonKansas law,
the converting
other entity shall not be required to wind up its affairs or pay its
liabilities and distribute its assets,
and the conversion shall not be deemed to constitute a dissolution of such
other entity and shall
constitute a continuation of the existence of the converting other entity in
the form of a domestic
limited liability company.
(h) Prior to filing a certificate of conversion to limited liability company
with the secretary
of state, the conversion shall be approved in the manner provided for by the
document, instrument,
agreement or other writing, as the case may be, governing the internal affairs
of the other entity and
the conduct of its business or by applicable law, as appropriate.
(i) The provisions of this section shall not be construed to limit the
accomplishment of a
change in the law governing, or the domicile of, any other entity to the state
of Kansas by any other
means provided for in an operating agreement or other agreement or as otherwise
permitted by law,
including by the amendment of an operating agreement or other agreement.
17-7684.Conversion of certain entities to a limited
liability company.
(a) As used in this section, the term "other entity" means a
business trust or
association, a real estate investment trust, a common-law trust or any other
unincorporated business,
including a partnership, whether general (including a registered limited
liability partnership) or
limited (including a registered limited liability limited partnership) or a
foreign limited liability
company.
(b) Any other entity may convert to a domestic limited liability company by
complying with
subsection (h) of this section and filing with the secretary of state in
accordance with K.S.A. 17-7678,
and amendments thereto:
(1) A certificate of conversion to limited liability company that has been
executed by one
or more authorized persons in accordance with K.S.A. 17-7676, and
amendments
thereto; and
(2) articles of organization that comply with K.S.A. 17-7673, and
amendments
thereto, and have
been executed by one or more authorized persons in accordance with K.S.A.
17-7676,
and amendments
thereto.
(c) The certificate of conversion to limited liability company shall state:
(1) The date on which and jurisdiction where the other entity was first
created, formed or
otherwise came into being and, if it has changed, its jurisdiction immediately
prior to its conversion
to a domestic limited liability company;
(2) the name of the other entity immediately prior to the filing of the
certificate of
conversion to limited liability company;
(3) the name of the limited liability company as set forth in its articles of
organization filed
in accordance with subsection (b) of this section; and
(4) the future effective date or time (which shall be a date or time certain
not later than 90
days after the date of filing) of the conversion to a limited liability
company if it is not to be
effective upon the filing of the certificate of conversion to limited liability
company and the articles
of organization.
(d) Upon the filing with the secretary of state of the certificate of
conversion to limited
liability company and the articles of organization or upon the future effective
date or time of the
certificate of conversion to limited liability company and the articles of
organization, the other entity
shall be converted into a domestic limited liability company and the limited
liability company shall
thereafter be subject to all of the provisions of this act, except that
notwithstanding K.S.A. 17-7673,
and amendments thereto, the existence of the limited liability company shall be
deemed to have
commenced on the date the other entity commenced its existence in the
jurisdiction in which the
other entity was first created, formed, incorporated or otherwise came into
being.
(e) The conversion of any other entity into a domestic limited liability
company shall not
be deemed to affect any obligations or liabilities of the other entity incurred
prior to its conversion
to a domestic limited liability company or the personal liability of any person
incurred prior to such
conversion.
(f) When any conversion 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
the other entity that has converted, and all property, real, personal and
mixed, and all debts due to such other entity, as
well
as all other things and causes of action belonging to such other entity, shall
be vested in the domestic
limited liability company and shall thereafter be the property of the domestic
limited liability
company as they were of the other entity that has converted, and the title to
any real property vested
by deed or otherwise in such other entity shall not revert or be in any way
impaired by reason of this
act, but all rights of creditors and all liens upon any property of such
other entity shall be
preserved unimpaired, and all debts, liabilities and duties of the other entity
that has converted shall
thenceforth attach to the domestic limited liability company and may be
enforced against it to the
same extent as if such debts, liabilities and duties had been incurred or
contracted by it.
(g) Unless otherwise agreed, or as required under applicable nonKansas law,
the converting
other entity shall not be required to wind up its affairs or pay its
liabilities and distribute its assets,
and the conversion shall not be deemed to constitute a dissolution of such
other entity and shall
constitute a continuation of the existence of the converting other entity in
the form of a domestic
limited liability company.
(h) Prior to filing a certificate of conversion to limited liability company
with the secretary
of state, the conversion shall be approved in the manner provided for by the
document, instrument,
agreement or other writing, as the case may be, governing the internal affairs
of the other entity and
the conduct of its business or by applicable law, as appropriate.
(i) The provisions of this section shall not be construed to limit the
accomplishment of a
change in the law governing, or the domicile of, any other entity to the state
of Kansas by any other
means provided for in an operating agreement or other agreement or as otherwise
permitted by law,
including by the amendment of an operating agreement or other agreement.
17-7684.Conversion of certain entities to a limited
liability company.
(a) As used in this section, the term "other entity" means a
business trust or
association, a real estate investment trust, a common-law trust or any other
unincorporated business,
including a partnership, whether general (including a registered limited
liability partnership) or
limited (including a registered limited liability limited partnership) or a
foreign limited liability
company.
(b) Any other entity may convert to a domestic limited liability company by
complying with
subsection (h) of this section and filing with the secretary of state in
accordance with K.S.A. 17-7678,
and amendments thereto:
(1) A certificate of conversion to limited liability company that has been
executed by one
or more authorized persons in accordance with K.S.A. 17-7676, and
amendments
thereto; and
(2) articles of organization that comply with K.S.A. 17-7673, and
amendments
thereto, and have
been executed by one or more authorized persons in accordance with K.S.A.
17-7676,
and amendments
thereto.
(c) The certificate of conversion to limited liability company shall state:
(1) The date on which and jurisdiction where the other entity was first
created, formed or
otherwise came into being and, if it has changed, its jurisdiction immediately
prior to its conversion
to a domestic limited liability company;
(2) the name of the other entity immediately prior to the filing of the
certificate of
conversion to limited liability company;
(3) the name of the limited liability company as set forth in its articles of
organization filed
in accordance with subsection (b) of this section; and
(4) the future effective date or time (which shall be a date or time certain
not later than 90
days after the date of filing) of the conversion to a limited liability
company if it is not to be
effective upon the filing of the certificate of conversion to limited liability
company and the articles
of organization.
(d) Upon the filing with the secretary of state of the certificate of
conversion to limited
liability company and the articles of organization or upon the future effective
date or time of the
certificate of conversion to limited liability company and the articles of
organization, the other entity
shall be converted into a domestic limited liability company and the limited
liability company shall
thereafter be subject to all of the provisions of this act, except that
notwithstanding K.S.A. 17-7673,
and amendments thereto, the existence of the limited liability company shall be
deemed to have
commenced on the date the other entity commenced its existence in the
jurisdiction in which the
other entity was first created, formed, incorporated or otherwise came into
being.
(e) The conversion of any other entity into a domestic limited liability
company shall not
be deemed to affect any obligations or liabilities of the other entity incurred
prior to its conversion
to a domestic limited liability company or the personal liability of any person
incurred prior to such
conversion.
(f) When any conversion 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
the other entity that has converted, and all property, real, personal and
mixed, and all debts due to such other entity, as
well
as all other things and causes of action belonging to such other entity, shall
be vested in the domestic
limited liability company and shall thereafter be the property of the domestic
limited liability
company as they were of the other entity that has converted, and the title to
any real property vested
by deed or otherwise in such other entity shall not revert or be in any way
impaired by reason of this
act, but all rights of creditors and all liens upon any property of such
other entity shall be
preserved unimpaired, and all debts, liabilities and duties of the other entity
that has converted shall
thenceforth attach to the domestic limited liability company and may be
enforced against it to the
same extent as if such debts, liabilities and duties had been incurred or
contracted by it.
(g) Unless otherwise agreed, or as required under applicable nonKansas law,
the converting
other entity shall not be required to wind up its affairs or pay its
liabilities and distribute its assets,
and the conversion shall not be deemed to constitute a dissolution of such
other entity and shall
constitute a continuation of the existence of the converting other entity in
the form of a domestic
limited liability company.
(h) Prior to filing a certificate of conversion to limited liability company
with the secretary
of state, the conversion shall be approved in the manner provided for by the
document, instrument,
agreement or other writing, as the case may be, governing the internal affairs
of the other entity and
the conduct of its business or by applicable law, as appropriate.
(i) The provisions of this section shall not be construed to limit the
accomplishment of a
change in the law governing, or the domicile of, any other entity to the state
of Kansas by any other
means provided for in an operating agreement or other agreement or as otherwise
permitted by law,
including by the amendment of an operating agreement or other agreement.
