17-7908. Execution of filings. All documents required by this act to be filed with the secretary of state shall be executed as follows:
(a) Documents related to corporations shall be executed in the following manner:
(1) The articles of incorporation for all corporations, and any other document to be filed before the election of the initial board of directors, if the initial directors were not named in the articles of incorporation, shall be signed by the incorporator or incorporators or, in the case of any such other document, such incorporator's or incorporators' successors and assigns. If any incorporator is not available, then any such other document may be signed, with the same effect as if such incorporator had signed it, by any person for whom or on whose behalf such incorporator, in executing the articles of incorporation, was acting directly or indirectly as an employee or agent, except that such other document shall state that such incorporator is not available and the reason therefore, that such incorporator in executing the articles of incorporation was acting directly or indirectly as an employee or agent for or on behalf of such person and that such person's signature on such instrument is otherwise authorized and not wrongful.
(2) All documents related to a corporation that are not addressed by subsection (a)(1), shall be signed: (A) By any authorized officer of the corporation; (B) if it appears from the document that there are no such officers, by a majority of the directors or by such directors as may be designated by the board; (C) if it appears from the document that there are no such officers or directors, by the holders of record, or such of them as may be designated by the holders of record, of a majority of all outstanding shares of stock; or (D) by the holders of record of all outstanding shares of stock.
(b) Documents related to limited liability companies shall be executed in the following manner: All documents shall be signed by one or more authorized persons. Unless otherwise provided in an operating agreement, any person may sign the articles, any certificate, any amendment thereof, or enter into an operating agreement or amendment thereof by an agent.
(c) Documents related to limited partnerships shall be executed in the following manner:
(1) An initial certificate of limited partnership must be signed by all general partners;
(2) a certificate of amendment must be signed by at least one general partner and by each other general partner who is designated in the certificate of amendment as a new general partner; and
(3) a certificate of cancellation must be signed by all general partners or, if there is no general partner, by a majority of the limited partners.
(d) Documents related to limited liability partnerships shall be executed by an authorized person.
History: L. 2014, ch. 121, § 8; L. 2016, ch. 110, § 130; July 1.
Structure Kansas Statutes
Article 79 - Business Entity Standard Treatment Act
17-7901 Citation of act; applicability.
17-7903 Filings related to corporations. [See Revisor's Note]
17-7904 Filings related to limited liability companies. [See Revisor's Note]
17-7905 Filings related to limited partnerships. [See Revisor's Note]
17-7906 Filings related to limited liability partnerships. [See Revisor's Note]
17-7907 Rules and regulations.
17-7909 Execution of filing constitutes an oath.
17-7912 Correction of inaccurate filing, administrative errors.
17-7913 Secretary of state not liable; not required to file documents not conforming to law.
17-7914 Filing by telefacsimile or electronic communication.
17-7915 Service of process on covered entity or series of a limited liability company.
17-7916 Attorneys-in-fact and power of attorney; irrevocable power of attorney.
17-7917 Failure or refusal to execute document; court to order execution.
17-7918 Names of covered entities or foreign covered entities; permitted names in general.
17-7919 Name requirements for corporations.
17-7920 Name requirements for limited liability companies.
17-7921 Name requirements for limited partnerships.
17-7922 Name requirements for limited liability partnerships.
17-7923 Reservation of exclusive right to entity name.
17-7924 Registered office; requirements to maintain; references in documents.
17-7925 Resident agent; requirement to maintain; references in documents.
17-7926 Change of registered office or resident agent.
17-7927 Change of address of registered office by resident agent; change of name of resident agent.
17-7928 Resignation of resident agent; appointment of successor.
17-7929 Resignation of resident agent; effect of failure to appoint successor; service of process.
17-7930 Foreign covered entities; governing law.
17-7931 Registration of foreign covered entities with secretary of state.
17-7932 Doing business in Kansas; classification of activities.
17-7933 Name requirements for foreign covered entities.
17-7934 Registered office and resident agent requirements for foreign covered entities; changes.
17-7935 Corrections to application for registration of a foreign covered entity.
17-7936 Withdrawal of registration by foreign covered entity. [See Revisor's Note]
17-7937 Action by attorney general to enjoin or restrain a foreign covered entity.