17-78-405. Certificate of conversion; effective date. (a) A certificate of conversion shall be signed on behalf of the converting entity and filed with the secretary of state.
(b) A certificate of conversion shall contain:
(1) The name, jurisdiction of organization and type of the converting entity;
(2) the name, jurisdiction of organization and type of the converted entity;
(3) if the certificate of conversion 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) if the converting entity is a domestic entity, a statement that the agreement of conversion was approved in accordance with K.S.A. 2021 Supp. 17-78-401 through 17-78-406, and amendments thereto, or, if the converting entity is a foreign entity, a statement that the conversion was approved by the foreign converting entity in accordance with the law of its jurisdiction of organization;
(5) if the converted entity is a domestic filing entity, the text of its public organic document, as an attachment;
(6) if the converted entity is a domestic limited liability partnership, the text of its statement of qualification, as an attachment; and
(7) if the converted entity is a 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. 17-78-406, and amendments thereto.
(c) In addition to the requirements of subsection (b), a certificate of conversion may contain any other provision not prohibited by law.
(d) If the converted entity is a domestic entity, its name and public organic document, if any, must 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.
(e) An agreement of conversion that is signed on behalf of a domestic converting entity and meets all of the requirements of subsection (b) may be filed with the secretary of state instead of a certificate of conversion and upon filing has the same effect. If an agreement of conversion is filed as provided in this subsection, references in this act to a certificate of conversion refer to the agreement of conversion filed under this subsection.
(f) A certificate of conversion becomes effective upon the date and time of filing or the later date and time specified in the certificate of conversion.
History: L. 2009, ch. 47, ยง 27; 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.