Article 77.--MERGER OR CONSOLIDATION; CONSTITUENT ENTITY
17-7706.Surviving or new entity files agreement of merger or
consolidation; requirements; filing; effective date.
(a) After an agreement of merger or consolidation is
authorized, approved and certified in accordance with K.S.A. 17-7705, and
amendments thereto, the
surviving
or new entity shall file the agreement of merger or consolidation with the
secretary of state or, in lieu thereof, a certificate of merger or
consolidation, duly executed, by each constituent entity setting forth:
(1) The name, state or country of organization and nature or type of each of
the constituent entities;
(2) that an agreement of merger or consolidation has been authorized and
approved by each of the constituent entities in accordance with K.S.A.
17-7705, and amendments thereto.
(3) the effective date of the merger or consolidation which may not exceed
90 days after the date of filing of the agreement of merger or consolidation or
the articles of merger or consolidation;
(4) the name of the surviving or new entity;
(5) if applicable, the address of the registered office and the name of the
registered agent at such office for the surviving or new entity;
(6) in the case of a merger, such amendments or changes to the
organizational
documents of the surviving entity, as are desired to be effected by the merger,
or, if no such amendments or changes are desired, a statement that the
organizational documents of the surviving entity shall be its organizational
documents;
(7) in the case of a consolidation, that the organizational documents of the
new entity shall be set forth in an attachment to such agreement or articles of
merger or consolidation;
(8) that the executed agreement of merger or consolidation is on file at the
principal place of business of the surviving or new entity, stating the address
thereof; and
(9) that a copy of the agreement of merger or consolidation will be
furnished by the surviving or new entity, on request and without cost, to any
partner, shareholder, member or their equivalent of any entity that is a party
to the merger or consolidation.
(b) The agreement or certificate of merger or consolidation shall be filed
in accordance with K.S.A. 17-6003 and
amendments thereto.
(c) A merger or consolidation shall be effective when the requirements for
effectiveness of laws under which any constituent entity was formed have been
met and the certificate of merger or consolidation has been filed by the
secretary of state, unless a later date is certified in the agreement of merger
or consolidation or articles of merger or consolidation, in which case, the
effective date of the merger or consolidation will be the date so specified
which shall, in no event, exceed 90 days after the date the agreement of merger
or consolidation or certificate of merger or consolidation is delivered to the
secretary of state for filing.
History: L. 1995, ch. 245, § 10;
L. 1996, ch. 135, § 7;
L. 1998, ch. 189, § 23; July 1.
Article 77.--MERGER OR CONSOLIDATION; CONSTITUENT ENTITY
17-7706.Surviving or new entity files agreement of merger or
consolidation; requirements; filing; effective date.
(a) After an agreement of merger or consolidation is
authorized, approved and certified in accordance with K.S.A. 17-7705, and
amendments thereto, the
surviving
or new entity shall file the agreement of merger or consolidation with the
secretary of state or, in lieu thereof, a certificate of merger or
consolidation, duly executed, by each constituent entity setting forth:
(1) The name, state or country of organization and nature or type of each of
the constituent entities;
(2) that an agreement of merger or consolidation has been authorized and
approved by each of the constituent entities in accordance with K.S.A.
17-7705, and amendments thereto.
(3) the effective date of the merger or consolidation which may not exceed
90 days after the date of filing of the agreement of merger or consolidation or
the articles of merger or consolidation;
(4) the name of the surviving or new entity;
(5) if applicable, the address of the registered office and the name of the
registered agent at such office for the surviving or new entity;
(6) in the case of a merger, such amendments or changes to the
organizational
documents of the surviving entity, as are desired to be effected by the merger,
or, if no such amendments or changes are desired, a statement that the
organizational documents of the surviving entity shall be its organizational
documents;
(7) in the case of a consolidation, that the organizational documents of the
new entity shall be set forth in an attachment to such agreement or articles of
merger or consolidation;
(8) that the executed agreement of merger or consolidation is on file at the
principal place of business of the surviving or new entity, stating the address
thereof; and
(9) that a copy of the agreement of merger or consolidation will be
furnished by the surviving or new entity, on request and without cost, to any
partner, shareholder, member or their equivalent of any entity that is a party
to the merger or consolidation.
(b) The agreement or certificate of merger or consolidation shall be filed
in accordance with K.S.A. 17-6003 and
amendments thereto.
(c) A merger or consolidation shall be effective when the requirements for
effectiveness of laws under which any constituent entity was formed have been
met and the certificate of merger or consolidation has been filed by the
secretary of state, unless a later date is certified in the agreement of merger
or consolidation or articles of merger or consolidation, in which case, the
effective date of the merger or consolidation will be the date so specified
which shall, in no event, exceed 90 days after the date the agreement of merger
or consolidation or certificate of merger or consolidation is delivered to the
secretary of state for filing.
History: L. 1995, ch. 245, § 10;
L. 1996, ch. 135, § 7;
L. 1998, ch. 189, § 23; July 1.
Article 77.--MERGER OR CONSOLIDATION; CONSTITUENT ENTITY
17-7706.Surviving or new entity files agreement of merger or
consolidation; requirements; filing; effective date.
(a) After an agreement of merger or consolidation is
authorized, approved and certified in accordance with K.S.A. 17-7705, and
amendments thereto, the
surviving
or new entity shall file the agreement of merger or consolidation with the
secretary of state or, in lieu thereof, a certificate of merger or
consolidation, duly executed, by each constituent entity setting forth:
(1) The name, state or country of organization and nature or type of each of
the constituent entities;
(2) that an agreement of merger or consolidation has been authorized and
approved by each of the constituent entities in accordance with K.S.A.
17-7705, and amendments thereto.
(3) the effective date of the merger or consolidation which may not exceed
90 days after the date of filing of the agreement of merger or consolidation or
the articles of merger or consolidation;
(4) the name of the surviving or new entity;
(5) if applicable, the address of the registered office and the name of the
registered agent at such office for the surviving or new entity;
(6) in the case of a merger, such amendments or changes to the
organizational
documents of the surviving entity, as are desired to be effected by the merger,
or, if no such amendments or changes are desired, a statement that the
organizational documents of the surviving entity shall be its organizational
documents;
(7) in the case of a consolidation, that the organizational documents of the
new entity shall be set forth in an attachment to such agreement or articles of
merger or consolidation;
(8) that the executed agreement of merger or consolidation is on file at the
principal place of business of the surviving or new entity, stating the address
thereof; and
(9) that a copy of the agreement of merger or consolidation will be
furnished by the surviving or new entity, on request and without cost, to any
partner, shareholder, member or their equivalent of any entity that is a party
to the merger or consolidation.
(b) The agreement or certificate of merger or consolidation shall be filed
in accordance with K.S.A. 17-6003 and
amendments thereto.
(c) A merger or consolidation shall be effective when the requirements for
effectiveness of laws under which any constituent entity was formed have been
met and the certificate of merger or consolidation has been filed by the
secretary of state, unless a later date is certified in the agreement of merger
or consolidation or articles of merger or consolidation, in which case, the
effective date of the merger or consolidation will be the date so specified
which shall, in no event, exceed 90 days after the date the agreement of merger
or consolidation or certificate of merger or consolidation is delivered to the
secretary of state for filing.
History: L. 1995, ch. 245, § 10;
L. 1996, ch. 135, § 7;
L. 1998, ch. 189, § 23; July 1.
