17-78-205. Certificate of merger; effective date. (a) A certificate of merger shall be signed on behalf of the surviving entity and filed with the secretary of state.
(b) A certificate of merger shall contain:
(1) The name, jurisdiction of organization and type of each merging entity that is not the surviving entity;
(2) the name, jurisdiction of organization and type of the surviving entity;
(3) if the certificate of merger is not to be effective upon filing, the later date and time on which it will become effective, which may not be more than 90 days after the date of filing;
(4) a statement that the merger was approved by each domestic merging entity, if any, in accordance with K.S.A. 2021 Supp. 17-78-201 through 17-78-206, and amendments thereto, and by each foreign merging entity, if any, in accordance with the law of its jurisdiction of organization;
(5) if the surviving entity exists before the merger and is a domestic filing entity, any amendment to its public organic document approved as part of the agreement of merger;
(6) if the surviving entity is created by the merger and is a domestic filing entity, its public organic document, as an attachment;
(7) if the surviving entity is created by the merger and is a domestic limited liability partnership, its statement of qualification, as an attachment; and
(8) if the surviving entity is a foreign entity that is not a qualified foreign entity, a mailing address to which the secretary of state may send any process served on the secretary of state pursuant to subsection (e) of K.S.A. 2021 Supp. 17-78-206, and amendments thereto.
(c) In addition to the requirements of subsection (b), a certificate of merger may contain any other provision not prohibited by law.
(d) If the surviving entity is a domestic entity, its name and any attached public organic document shall satisfy the requirements of the law of this state, except that it does not need to be signed and may omit any provision that is not required to be included in a restatement of the public organic document. If the surviving entity is a qualified foreign entity, its name shall satisfy the requirements of the law of this state.
(e) An agreement of merger that is signed on behalf of all of the merging entities and meets all of the requirements of subsection (b) may be filed with the secretary of state instead of a certificate of merger and upon filing has the same effect. If an agreement of merger is filed as provided in this subsection, references in this act to a certificate of merger refer to the agreement of merger filed under this subsection.
(f) A certificate of merger becomes effective upon the date and time of filing or the later date and time specified in the certificate of merger.
History: L. 2009, ch. 47, ยง 15; July 1, 2010.
Structure Kansas Statutes
Article 78 - Business Entity Transactions Act
17-78,103 Relationship of act to other laws.
17-78,104 Required notice or approval.
17-78,107 Reference to external facts.
17-78,108 Alternative means of approval of transactions.
17-78,110 Excluded entities and transactions.
17-78,202 Agreement of merger.
17-78,204 Amendment or termination of agreement of merger.
17-78,205 Certificate of merger; effective date.
17-78,301 Interest exchange authorized.
17-78,302 Agreement of interest exchange.
17-78,303 Approval of interest exchange.
17-78,304 Amendment or termination of agreement of interest exchange.
17-78,305 Certificate of interest exchange; effective date.
17-78,306 Effect of interest exchange.
17-78,401 Conversion authorized.
17-78,402 Agreement of conversion.
17-78,403 Approval of conversion.
17-78,404 Amendment or termination of agreement of conversion.
17-78,405 Certificate of conversion; effective date.
17-78,406 Effect of conversion.
17-78,501 Domestication authorized.
17-78,502 Agreement of domestication.
17-78,503 Approval of domestication.
17-78,504 Amendment or termination of agreement of domestication.
17-78,505 Certificate of domestication; effective date.
17-78,506 Effect of domestication.
17-78,601 Filing requirements; execution.
17-78,603 Correcting filed document.
17-78,604 Evidentiary effect of copy of filed document.
17-78,605 Consistency of application.
17-78,606 Relation to electronic signatures in global and national commerce act.