17-7706. Surviving or new entity files agreement of merger or consolidation; requirements; filing; effective date.
17-7706
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.