17-78-305. Certificate of interest exchange; effective date. (a) A certificate of interest exchange shall be signed on behalf of a domestic acquired entity and filed with the secretary of state.
(b) A certificate of interest exchange must contain:
(1) The name and type of the acquired entity;
(2) the name, jurisdiction of organization and type of the acquiring entity;
(3) if the certificate of interest exchange 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 agreement of interest exchange was approved by the acquired entity in accordance with K.S.A. 2021 Supp. 17-78-301 through 17-78-306, and amendments thereto; and
(5) any amendments to the acquired entity's public organic document approved as part of the agreement of interest exchange.
(c) In addition to the requirements of subsection (b), a certificate of interest exchange may contain any other provision not prohibited by law.
(d) An agreement of interest exchange that is signed on behalf of a domestic acquired entity and meets all of the requirements of subsection (b) may be filed with the secretary of state instead of a certificate of interest exchange and upon filing has the same effect. If an agreement of interest exchange is filed as provided in this subsection, references in this act to a certificate of interest exchange refer to the agreement of interest exchange filed under this subsection.
(e) A certificate of interest exchange becomes effective upon the date and time of filing or the later date and time specified in the certificate of interest exchange.
History: L. 2009, ch. 47, ยง 21; 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.