CHAPTER 41
HOUSE BILL No. 2161
(Amended by Chapters 119 and 149)
An Act relating to the secretary of state; concerning filing of certain reports therewith;
amending K.S.A. 17-2036, 17-6002, 17-6003a, 17-7301, 17-7502, 17-7506, 17-7652 and
56-1a154 and K.S.A. 1998 Supp. 17-2030, 17-6003, 17-7002, 17-7306, 17-7634, 56a-105
and 56-1a108 and repealing the existing sections.
Be it enacted by the Legislature of the State of Kansas:
Section 1. K.S.A. 17-2036 is hereby amended to read as follows: 17-
2036. Every business trust shall make an annual report in writing to the
secretary of state, showing its financial condition at the close of business
on the last day of its tax period under the Kansas income tax act next
preceding the date of filing, but if a business trust's tax period is other
than the calendar year, it shall give notice thereof to the secretary of state
prior to December 31 of the year it commences such tax period. The
reports shall be made on forms provided by the secretary of state and
shall be filed at the time prescribed by law for filing the business trust's
annual Kansas income tax return, except that if any such business trust
shall receive an extension of time for filing its annual income tax return
from the internal revenue service or pursuant to subsection (c) of K.S.A.
79-3221, and amendments thereto, the time for filing the report here-
under shall be extended, correspondingly, upon filing with the secretary
of state a copy of the extension granted by the internal revenue service
or the director of taxation. The report shall contain the following:
(a) Executed copies of all amendments to the instrument by which
the business trust was created, or to prior amendments thereto, which
have been adopted and have not theretofore been filed under K.S.A. 17-
2033, and amendments thereto, and accompanied by the fee prescribed
therein for each such amendment;
(b) a verified list of the names and addresses of its trustees as of the
end of its tax period; and
(c) a balance sheet as of the end of its tax period, certified by a cer-
tified public accountant the trustee, fairly and truly reflecting its assets
and liabilities and specifically setting out its corpus, and, in the case of a
foreign business trust, fairly and truly reflecting an allocation of its moneys
and other assets as between those located, used, or to be used in this
state and those located, used or to be used elsewhere.
At the time of filing its annual report, the business trust shall pay to
the secretary of state an annual franchise tax in an amount equal to one
dollar ($1) $1 for each one thousand dollars ($1,000) $1,000 of its corpus
as shown by its balance sheet, or, in the case of a foreign business trust,
in an amount equal to one dollar ($1) $1 for each one thousand dollars
($1,000) $1,000 of that portion of its corpus which is located in or which
it uses or intends to use in this state as shown by its balance sheet, except
that in any case no such tax shall be less than twenty dollars ($20) $20
nor more than two thousand five hundred dollars ($2,500) $2,500.
The failure of any domestic or foreign business trust to file its annual
report and pay its annual franchise tax within ninety (90) 90 days from
the date on which they are due, as aforesaid, shall work a forfeiture of its
authority to transact business in this state and all of the remedies, pro-
cedures, and penalties specified in K.S.A. 17-7509 and 17-7510, and any
amendments thereto, with respect to a corporation which fails to file its
annual report or pay its annual franchise tax within ninety (90) 90 days
after they are due, shall be applicable to such business trust.
Sec. 2. K.S.A. 17-6002 is hereby amended to read as follows: 17-
6002. (a) The articles of incorporation shall set forth:
(1) The name of the corporation which, except for banks, shall con-
tain one of the words ``association,'' ``church,'' ``college,'' ``company,'' ``cor-
poration,'' ``club,'' ``foundation,'' ``fund,'' ``incorporated,'' ``institute,'' ``so-
ciety,'' ``union,'' ``syndicate'' or ``limited,'' or one of the abbreviations
``co.,'' ``corp.,'' ``inc.,'' ``ltd.,'' or words or abbreviations of like import in
other languages if they are written in Roman characters or letters, and
which shall be such as to distinguish it upon the records in the office of
the secretary of state from the names of other corporations, limited lia-
bility companies and limited partnerships organized, reserved or regis-
tered under the laws of this state, unless there shall be obtained the
written consent of such other corporation, limited liability company or
limited partnership executed, acknowledged and filed in accordance with
K.S.A. 17-6003, and amendments thereto. The name of every corporation
heretofore organized, except for banks, may be changed to conform to
the provisions of this section, but such change of name for existing cor-
porations shall not be required, and nothing herein shall be construed as
requiring any corporation which is subject to special statutory regulation
to include any of such names or abbreviations in the name of such cor-
poration if such name or abbreviation would be inconsistent or in conflict
with such special statutory regulation;
(2) the address, which shall include the street, number, city and
county zip code of the corporation's registered office in this state, and the
name of its resident agent at such address;
(3) the nature of the business or purposes to be conducted or pro-
moted. It shall be sufficient to state, either alone or with other businesses
or purposes, that the purpose of the corporation is to engage in any lawful
act or activity for which corporations may be organized under the Kansas
general corporation code, and by such statement all lawful acts and ac-
tivities shall be within the purposes of the corporation, except for express
limitations, if any;
(4) if the corporation is to be authorized to issue only one class of
stock, the total number of shares of stock which the corporation shall
have authority to issue and the par value of each of such shares, or a
statement that all such shares are to be without par value. If the corpo-
ration is to be authorized to issue more than one class of stock, the articles
of incorporation shall set forth the total number of shares of all classes of
stock which the corporation shall have authority to issue and the number
of shares of each class, and shall specify each class the shares of which
are to be without par value, and each class the shares of which are to have
a par value and the par value of the shares of each such class. The articles
of incorporation shall also set forth a statement of the designations and
the powers, preferences and rights, and the qualifications, limitations or
restrictions thereof, which are permitted by K.S.A. 17-6401, and amend-
ments thereto, in respect to any class or classes of stock or any series of
any class of stock of the corporation and the fixing of which by the articles
of incorporation is desired, and an express grant of such authority as it
may then be desired to grant to the board of directors to fix by resolution
or resolutions any thereof that may be desired but which shall not be
fixed by the articles of incorporation. The foregoing provisions of this
paragraph (4) shall not apply to corporations which are not organized for
profit and which are not to have authority to issue capital stock. In the
case of such corporations, the fact that they are not to have authority to
issue capital stock shall be stated in the articles of incorporation. The
conditions of membership of such corporations shall likewise be stated in
the articles of incorporation or the articles may provide that the conditions
of membership shall be stated in the bylaws, and if a corporation not
organized for profit is to have authority to issue capital stock, such fact
shall be stated in the articles of incorporation;
(5) the name and mailing address of the incorporator or incorpora-
tors; and
(6) if the powers of the incorporator or incorporators are to terminate
upon the filing of the articles of incorporation, the names and mailing
addresses of the persons who are to serve as directors until the first annual
meeting of stockholders or until their successors are elected and qualify.
(b) In addition to the matters required to be set forth in the articles
of incorporation by subsection (a), the articles of incorporation may also
contain any or all of the following matters:
(1) Any provision for the management of the business and for the
conduct of the affairs of the corporation, and any provision creating, de-
fining, limiting and regulating the sale or other disposition of stock and
the powers of the corporation, the directors and the stockholders, or any
class of the stockholders, or the members of a nonstock corporation, if
such provisions are not contrary to the laws of this state. Any provision
which is required or permitted by any section of this act to be stated in
the bylaws may be stated instead in the articles of incorporation;
(2) the following provisions, in these words: ``Whenever a compro-
mise or arrangement is proposed between this corporation and its cred-
itors or any class of them or between this corporation and its stockholders
or any class of them, any court of competent jurisdiction within the state
of Kansas, on the application in a summary way of this corporation or of
any creditor or stockholder thereof or on the application of any receiver
or receivers appointed for this corporation under the provisions of K.S.A.
17-6901, and amendments thereto, or on the application of trustees in
dissolution or of any receiver or receivers appointed for this corporation
under the provisions of K.S.A. 17-6808, and amendments thereto, may
order a meeting of the creditors or class of creditors, or of the stockhold-
ers or class of stockholders of this corporation, as the case may be, to be
summoned in such manner as the court directs. If a majority in number
representing 3/4 in value of the creditors or class of creditors, or of the
stockholders or class of stockholders of this corporation, as the case may
be, agree to any compromise or arrangement and to any reorganization
of this corporation as consequence of such compromise or arrangement
and the reorganization, if sanctioned by the court to which the application
has been made, shall be binding on all the creditors or class of creditors,
or on all the stockholders or class of stockholders, of this corporation, as
the case may be, and also on this corporation'';
(3) such provisions as may be desired granting to the holders of the
stock of the corporation, or the holders of any class or series of a class
thereof, the preemptive right to subscribe to any or all additional issues
of stock of the corporation of any or all classes or series thereof, or to any
securities of the corporation convertible into such stock. No stockholder
shall have any preemptive right to subscribe to an additional issue of stock
or to any security convertible into such stock unless, and except to the
extent that, such right is expressly granted to such stockholder in the
articles of incorporation. All such rights in existence on July 1, 1972, shall
remain in existence unaffected by this paragraph (3) unless and until
changed or terminated by appropriate action which expressly provides for
such change or termination;
(4) provisions requiring for any corporate action, the vote of a larger
portion of the stock or of any class or series thereof, or of any other
securities having voting power, or a larger number of the directors, than
is required by this act;
(5) a provision limiting the duration of the corporation's existence to
a specified date; otherwise, the corporation shall have perpetual existence;
(6) a provision imposing personal liability for the debts of the cor-
poration on its stockholders or members to a specified extent and upon
specified conditions; otherwise, the stockholders or members of a cor-
poration shall not be personally liable for the payment of the corporation's
debts except as they may be liable by reason of their own conduct or acts;
(7) the manner of adoption, alteration and repeal of bylaws; and
(8) a provision eliminating or limiting the personal liability of a di-
rector to the corporation or its stockholders, policyholders or members
for monetary damages for breach of fiduciary duty as a director, provided
that such provision shall not eliminate or limit the liability of a director
(A) for any breach of the director's duty of loyalty to the corporation or
its stockholders, policyholders or members, (B) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing vio-
lation of law, (C) under the provisions of K.S.A. 17-6424, and amend-
ments thereto, or (D) for any transaction from which the director derived
an improper personal benefit. No such provision shall eliminate or limit
the liability of a director for any act or omission occurring prior to the
date when such provision becomes effective. All references in this sub-
section to a director shall be deemed also to refer to a member of the
governing body of a corporation which is not authorized to issue capital
stock.
(c) It shall not be necessary to set forth in the articles of incorporation
any of the powers conferred on corporations by this act.
Sec. 3. K.S.A. 17-6003a is hereby amended to read as follows: 17-
6003a. (a) Any instrument filed in accordance with K.S.A. 17-6003, and
amendments thereto, may be filed by telefacsimile communication. If
such telefacsimile communication is accompanied with the appropriate
fees, and meets the statutory requirements, it shall be effective upon its
filing date except that the original instrument must be filed in the sec-
retary of state's office within seven days after its telefacsimile filing date.
The secretary of state shall prescribe a telefacsimile communication fee
in addition to any filing fees to cover the cost of the services. The fee
must be paid prior to acceptance of a telefacsimile communication under
this section. The telefacsimile communication fee shall be deposited into
the information and copy service fee fund. Failure to file the original
instrument with the secretary of state's office within such seven days shall
void the telefacsimile filing and such instrument shall not take effect until
the original is so filed.
(b) As used in this section, telefacsimile communication means the
use of electronic equipment to send or transfer a copy of an original
document via telephone lines.
Sec. 4. K.S.A. 17-7301 is hereby amended to read as follows: 17-
7301. (a) As used in this act, the words ``foreign corporation'' mean a
corporation organized under the laws of any jurisdiction other than this
state.
(b) No foreign corporation shall do any business in this state, through
or by branch offices, agents or representatives located in this state, until
it has filed in the office of the secretary of state of this state an application
for authority to engage in business in this state as a foreign corporation.
Such application shall be filed in accordance with K.S.A. 17-6003 and
amendments thereto and shall set forth:
(1) A certificate issued within 90 days of the date of application by
the proper officer of the jurisdiction where such corporation is incorpo-
rated attesting to the fact that such corporation is a corporation in good
standing in such jurisdiction;
(2) the address of the principal office of the corporation is located;
(3) the address of the principal office or place of business in this state
is to be located, if known;
(4) the full nature and character of the business the corporation pro-
poses to conduct in this state;
(5) the name and address of each of the officers and trustees or di-
rectors of the corporation;
(6) a statement as to when the corporate existence of the corporation
will expire in the state of incorporation;
(7) a detailed statement of the assets and liabilities of the corporation,
as of a date not earlier than 12 months prior to the filing date;
(8) the location of the registered office of the corporation in this state
and the name of its resident agent in charge of the registered office; and
(9) the date on which the corporation commenced, or intends to com-
mence, doing business in this state.
The application shall be subscribed and sworn to by the president or a
vice-president and the secretary or an assistant secretary of the corpora-
tion, and it shall be accompanied by the written consent of the corpora-
tion, irrevocable, that actions may be commenced against it in the proper
court of any county where there is proper venue by the service of process
on the secretary of state as provided for in K.S.A. 17-7307 and amend-
ments thereto and stipulating and agreeing that such service shall be taken
and held, in all courts, to be as valid and binding as if due service had
been made upon the president and secretary of the corporation. Such
consent shall be executed by the president or a vice-president and the
secretary or an assistant secretary of the corporation and shall be accom-
panied by a duly certified copy of the order or resolution of the board of
directors, trustees or managers of the corporation authorizing the secre-
tary or an assistant secretary and the president or a vice-president to
execute it. Nothing in this act or the act of which this section is amen-
datory shall be construed as requiring such consent or the order or res-
olution of the board of directors to be recorded in the office of the register
of deeds.
(c) After receipt of any such the application and fee, if the secretary
of state finds that it complies with the provisions of this section, the sec-
retary of state shall issue a certificate authorizing the foreign corporation
to do business in this state, except that file the original application and
certify the duplicate copy in accordance with K.S.A. 17-6003, and amend-
ments thereto. The certified copy of the application shall be prima facie
evidence of the right of the corporation to do business in this state. The
secretary of state shall not issue file such certificate application unless:
(1) The name of the corporation is such as to distinguish it upon the
records of the office of the secretary of state from the name of each other
corporation organized under the laws of this state or reserved or regis-
tered as a foreign corporation under the laws of this state;
(2) the corporation has obtained the written consent of such other
corporation, which has the same name, for the corporation to do business
in this state under such name and such consent has been executed, ac-
knowledged and filed with the secretary of state in accordance with K.S.A.
17-6003 and amendments thereto; or
(3) the corporation indicates, as a means of identification and in its
advertising within this state, the state in which it is incorporated. The
certificate of the secretary of state, under the seal of the office of the
secretary of state, shall be delivered to the resident agent upon the pay-
ment to the secretary of state of the fee prescribed therefor, and the
certificate shall be prima facie evidence of the right of the corporation to
do business in this state.
Sec. 5. K.S.A. 17-7502 is hereby amended to read as follows: 17-
7502. (a) At the time of filing its articles of incorporation, each domestic
corporation organized for profit shall pay to the secretary of state an
application and recording fee of $75, and the fee for domestic corpora-
tions organized not for profit shall be $20.
(b) Before any foreign corporation shall be authorized to do business
in this state, such corporation shall pay to the secretary of state a filing
fee of $75 $100 and the fee prescribed by K.S.A. 17-7506, and amend-
ments thereto, for issuing the certificate of authority to do business in
Kansas.
Sec. 6. K.S.A. 17-7506 is hereby amended to read as follows: 17-
7506. (a) The secretary of state shall charge each domestic and foreign
corporation a fee of $20 for issuing or filing and indexing any of the
corporate documents described below:
(1) Restated articles of incorporation;
(2) certificate of extension, restoration, renewal or revival of articles
of incorporation;
(3) certificate of amendment of articles of incorporation, either prior
to or after payment of capital;
(4) certificate of designation of preferences;
(5) certificate of retirement of preferred stock;
(6) certificate of increase or reduction of capital;
(7) certificate of dissolution, either prior to or after beginning busi-
ness;
(8) certificate of revocation of voluntary dissolution;
(9) certificate of change of location of registered office and resident
agent;
(10) agreement of merger or consolidation;
(11) certificate of ownership and merger;
(12) certificate of authority of foreign corporation to do business in
Kansas;
(13) (12) certificate of extension, restoration, renewal or revival of a
certificate of authority of foreign corporation to do business in Kansas;
(14) (13) change of resident agent by foreign corporation;
(15) (14) certificate of withdrawal of foreign corporation;
(16) (15) certificate of correction of any of the instruments designated
in this section;
(17) (16) reservation of corporate name; and
(18) (17) any other certificate for which a filing or indexing fee is not
prescribed by law.
(b) Except as hereinafter provided, the secretary of state shall charge
fees for the documents or services described below:
(1) Certified copies, $7.50 for each copy certified plus a fee per page
if the secretary of state supplies the copies in an amount fixed by the
secretary of state and approved by the director of accounts and reports
under K.S.A. 45-204, and amendments thereto; the fee for each certificate
of good standing and certificate of fact issued by the secretary of state
shall be $7.50;
(2) For a report of record search, $5, but furnishing the following
information shall not be considered a record search and no charge shall
be made therefor: Name of the corporation and address of its registered
office; name and address of its resident agent; the amount of its author-
ized capital stock; the state of its incorporation; date of filing of articles
of incorporation, certificate of good standing or annual report; and date
of expiration; and
(3) For photocopies of instruments on file in or prepared by the sec-
retary of state's office and which are not certified, a fee per page in an
amount fixed by the secretary of state and approved by the director of
accounts and reports under K.S.A. 45-204, and amendments thereto.
Sec. 7. K.S.A. 17-7652 is hereby amended to read as follows: 17-
7652. (a) Any instrument filed in accordance with the Kansas limited
liability act, and amendments thereto, may be filed by telefacsimile com-
munication. If such telefacsimile communication is accompanied with the
appropriate fees, and meets the statutory requirements, it shall be effec-
tive upon its filing date except that the original instrument must be filed
in the secretary of state's office within seven days after its telefacsimile
filing date. The secretary of state shall prescribe a telefacsimile commu-
nication fee in addition to any filing fees to cover the cost of the services.
The fee must be paid prior to acceptance of a telefacsimile communica-
tion under this section. The telefacsimile communication fee shall be
deposited into the information and copy service fee fund. Failure to file
the original instrument with the secretary of state's office within such
seven days shall void the telefacsimile filing and such instrument shall not
take effect until the original is so filed.
(b) As used in this section, telefacsimile communication means the
use of electronic equipment to send or transfer a copy of an original
document via telephone lines.
(c) The provisions of this section shall be part of and supplemental
to the Kansas limited liability company act.
Sec. 8. K.S.A. 56-1a154 is hereby amended to read as follows: 56-
1a154. (a) Each certificate required by this act to be filed in the office of
the secretary of state shall be executed in the following manner, unless
another manner is specified in this act:
(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 cer-
tificate 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.
(b) Any person may sign any certificate by an attorney-in-fact, but a
power of attorney to sign a certificate relating to the admission of a gen-
eral partner must describe the admission. Powers of attorney relating to
the signing of a certificate by an attorney-in-fact need not be filed in the
office of the secretary of state but must be retained by a general partner.
(c) The execution of a certificate by a general partner constitutes an
oath or affirmation, under the penalties of perjury, that the facts stated
in the certificate are true and that any power of attorney used in connec-
tion with the execution of the certificate is in proper form and substance.
(d) Any signature on documents authorized to be filed with the sec-
retary of state under the provisions of this chapter may be a facsimile, a
conformed signature or an electronically transmitted signature.
Sec. 9. K.S.A. 1998 Supp. 17-2030 is hereby amended to read as
follows: 17-2030. Any business trust, whether domestic or foreign, desir-
ing to transact business in this state shall file in the office of the secretary
of state, on such forms, if any, as the secretary of the state may prescribe:
(a) An executed copy of the trust instrument by which the trust was
created and of all amendments thereto or a true and correct copy thereof
certified to be such by a trustee thereof before an official authorized to
administer oaths under penalty of perjury or by a public official of another
state, territory, or country in whose office an executed copy thereof is on
file;
(b) a verified list of the names and addresses of its trustees; and
(c) a balance sheet, certified by a certified public accountant the trus-
tee as of a date no earlier than 60 days prior to such date of filing, fairly
and truly reflecting its assets and liabilities and specifically setting out its
corpus, except that in the case of a foreign business trust such balance
sheet shall fairly and truly reflect an allocation of its money and other
assets as between those located, used, or to be used in this state and those
located, used, or to be used elsewhere;
(d) the location of its registered office in this state and the name of
its resident agent in charge of such registered office; and
(e) a foreign business trust shall file its irrevocable consent to service
of process, accompanied by a duly certified copy of an order or resolution
of the trustees of any foreign business trust authorizing the execution and
filing of such irrevocable consent, conforming in substance to the consent
required of foreign corporations in K.S.A. 17-7301 and amendments
thereto.
Sec. 10. K.S.A. 1998 Supp. 17-6003 is hereby amended to read as
follows: 17-6003. (a) Whenever any provision of this act requires any
instrument to be filed with the secretary of state or in accordance with
this section or act, such instrument shall be executed as follows:
(1) The articles of incorporation shall be signed by the incorporator
or incorporators, and any other instrument 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 in-
corporators; and
(2) all other instruments shall be signed: (i) By the chairperson or
vice-chairperson of the board of directors, or by the president or a vice-
president, and attested by the secretary or an assistant secretary, or by
such officers as may be duly authorized to exercise the duties, respec-
tively, ordinarily exercised by the president or vice-president and by the
secretary or assistant secretary of a corporation; (ii) if it appears from the
instrument that there are no such officers, by a majority of the directors
or by such directors as may be designated by the board; (iii) if it appears
from the instrument 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 (iv) by the
holders of record of all outstanding shares of stock.
(b) Whenever any provision of this act requires any instrument to be
acknowledged, such requirement means that the instrument was ac-
knowledged in accordance with the uniform law on notarial acts.
(c) Whenever any provision of this act requires any instrument to be
filed with the secretary of state or in accordance with this section or act,
such requirement means that:
(1) The original signed instrument, together with a duplicate copy
which may be either a signed or conformed copy, shall be delivered to
the office of the secretary of state. Any signature on documents authorized
to be filed with the secretary of state under the provisions of this chapter
may be a facsimile, a conformed signature or an electronically transmitted
signature;
(2) all taxes and fees authorized by law to be collected by the secretary
of state in connection with the filing of the instrument shall be tendered
to the secretary of state;
(3) upon delivery of the instrument, and upon tender of the required
taxes and fees, the secretary of state shall certify that the instrument has
been filed in the office of secretary of state by endorsing upon the original
signed instrument the word ``Filed'' and the date and hour of its filing.
This endorsement is the ``filing date'' of the instrument and is conclusive
of the date and time of its filing in the absence of actual fraud. The
secretary of state shall thereupon file and index the endorsed instrument;
and
(4) the secretary of state shall compare the duplicate copy with the
original signed instrument, and if the secretary of state finds that they are
identical, the secretary of state shall certify the duplicate copy by making
upon it the same endorsement which is required to appear upon the
original, together with a further endorsement that the duplicate copy is
a true copy of the original signed instrument.
(d) Any instrument filed in accordance with subsection (c) shall be
effective upon its filing date. Except where it has been determined oth-
erwise by a court of competent jurisdiction, any instrument filed in ac-
cordance with subsections (c)(1) through (c)(4) prior to July 1, 1998, shall
be deemed to be effective on the date it was so filed, unless a different
effective date was specified for the instrument in accordance with this
subsection, and the recording of such instrument with a register of deeds
shall not be required in order for the instrument to take effect. Any
instrument may provide that it is not to become effective until a specified
date subsequent to its filing date, but such date shall not be later than 90
days after its filing date.
(e) If another section of this act or any other law of this state specif-
ically prescribes a manner of executing, acknowledging, filing or recording
a specified instrument or a time when such instrument shall become
effective, which differs from the corresponding provisions of this section,
then the provisions of such other section shall govern.
(f) Whenever any instrument authorized to be filed with the secretary
of state under any provision of this act has been so filed and is an inac-
curate record of the corporate action therein referred to, or was defec-
tively or erroneously executed, sealed or acknowledged, such instrument
may be corrected by filing with the secretary of state a certificate of
correction of such instrument which shall be executed, acknowledged,
filed and recorded in accordance with this section. The certificate of cor-
rection shall specify the inaccuracy or defect to be corrected and shall set
forth the portion of the instrument in corrected form. The corrected
instrument shall be effective as of the date the original instrument was
filed, except as to those persons who are substantially and adversely af-
fected by the correction and as to those persons, the corrected instrument
shall be effective from the filing date.
(g) Whenever any corporation conveys any lands or interests therein
by deed or other appropriate instrument of conveyance, such deed or
instrument shall be executed on behalf of the corporation by the presi-
dent, vice-president or presiding member or trustee of the corporation.
Such deed or instrument, when acknowledged by such officer to be the
act of the corporation, or proved in the same manner provided for other
conveyances of lands, may be recorded in the same manner and with the
same effect as other deeds. Corporations likewise shall have power to
convey by an agent or attorney so authorized under letter of attorney or
other instrument containing a power to convey real estate or any interest
therein, which power of attorney shall be executed by the corporation in
the same manner as herein provided for the execution of deeds or other
instruments of conveyance.
Sec. 11. K.S.A. 1998 Supp. 17-7002 is hereby amended to read as
follows: 17-7002. (a) Any corporation may procure an extension, resto-
ration, renewal or revival of its articles of incorporation, if a domestic
corporation, or its authority to engage in business, if a foreign corporation,
together with all the rights, franchises, privileges and immunities and
subject to all of its duties, debts and liabilities which had been secured
or imposed by its original articles of incorporation, and all amendments
thereto, or by its authority to engage in business, as the case may be, and
may designate a new registered office and resident agent in the following
instances:
(1) At any time before the expiration of the time limited for the cor-
poration's existence;
(2) at any time, where the corporation's articles of incorporation, if a
domestic corporation, or the authority to engage in business, if a foreign
corporation, has become inoperative by law for nonpayment of taxes;
(3) at any time, where the articles of incorporation of a domestic
corporation or the authority to engage in business of a foreign corporation
has expired by reason of failure to renew it;
(4) at any time, where the articles of incorporation of a domestic
corporation or the authority to engage in business of a foreign corporation
has been renewed, but through failure to comply strictly with the provi-
sions of this act, the validity of such renewal has been brought into ques-
tion; and
(5) at any time, where the articles of incorporation of a domestic
corporation or the authority to engage in business of a foreign corporation
has been forfeited pursuant to subsection (c) of K.S.A. 17-6206 and
amendments thereto.
(b) The extension, restoration, renewal or revival of the articles of
incorporation or authority to engage in business may be procured by
executing, acknowledging and filing a certificate in accordance with
K.S.A. 17-6003, and amendments thereto.
(c) The certificate required by subsection (b) shall state:
(1) The name of the corporation, which shall be the existing name of
the corporation or the name it bore when its articles of incorporation or
authority to engage in business expired, except as provided in subsection
(e);
(2) if a new registered office and resident agent is designated, the
address of the corporation's registered office in this state, which shall
include the street, city and county zip code and the name of its resident
agent at such address;
(3) whether or not the renewal, restoration or revival is to be per-
petual and, if not perpetual, the time for which the renewal, restoration
or revival is to continue; and, in case of renewal before the expiration of
the time limited for its existence, the date when the renewal is to com-
mence, which shall be prior to the date of the expiration of the old articles
of incorporation or authority to engage in business which it is desired to
renew;
(4) that the corporation desiring to be renewed or revived and so
renewing or reviving its corporate existence was duly organized under the
laws of the state of its original incorporation;
(5) the date when the articles of incorporation or the authority to
engage in business would expire, if such is the case, or such other facts
as may show that the articles of incorporation or the authority to engage
in business has become inoperative or void or that the validity of any
renewal has been brought into question; and
(6) that the certificate for revival is filed by authority of those who
were directors or members of the governing body of the corporation at
the time its articles of incorporation or the authority to engage in business
expired, or who were elected directors or members of the governing body
of the corporation as provided in subsection (g).
(d) Upon the filing of the certificate in accordance with K.S.A. 17-
6003, and amendments thereto, the corporation shall be renewed and
revived with the same force and effect as if its articles of incorporation
had not become inoperative and void or had not expired by limitation.
Such reinstatement shall validate all contracts, acts, matters and things
made, done and performed within the scope of its articles of incorporation
by the corporation, its officers and agents during the time when its articles
of incorporation were inoperative or void or after their expiration by lim-
itation, with the same force and effect and to all intents and purposes as
if the articles of incorporation had at all times remained in full force and
effect. All real and personal property, rights and credits, which belonged
to the corporation at the time its articles of incorporation became inop-
erative or void, or expired by limitation and which were not disposed of
prior to the time of its revival or renewal shall be vested in the corporation
after its revival or renewal, as fully and amply as they were held by the
corporation at and before the time its articles of incorporation became
inoperative or void or expired by limitation, and the corporation after its
renewal or revival shall be as exclusively liable for all contracts, acts, mat-
ters and things made, done or performed in its name and on its behalf
by its officers and agents prior to its reinstatement, as if its articles of
incorporation had remained at all times in full force and effect.
(e) If, since the articles of incorporation became inoperative or void
for nonpayment of taxes or expired by limitation, any other corporation
organized under the laws of this state shall have adopted the same name
as the corporation sought to be renewed or revived or shall have adopted
a name so nearly similar thereto as not to distinguish it from the corpo-
ration to be renewed or revived, or any foreign corporation qualified in
accordance with K.S.A. 17-7301, and amendments thereto, shall have
adopted the same name as the corporation sought to be renewed or re-
vived, or shall have adopted a name so nearly similar thereto as not to
distinguish it from the corporation to be renewed or revived, then in such
case the corporation to be renewed or revived shall not be renewed under
the same name which it bore when its articles of incorporation became
inoperative or void or expired, but shall adopt or be renewed under some
other name; and in such case the certificate to be filed under the provi-
sions of this section shall set forth the name borne by the corporation at
the time its articles of incorporation became inoperative or void or expired
and the new name under which the corporation is to be renewed or
revived.
(f) Any corporation seeking to renew or revive its articles of incor-
poration under the provisions of this act shall file all annual reports and
pay to the secretary of state an amount equal to all fees and taxes and any
penalties thereon due. Nonprofit corporations shall file only the annual
reports for the three most recent reporting periods, but shall pay all priv-
ilege fees due.
(g) If a sufficient number of the last acting officers of any corporation
desiring to renew or revive its articles of incorporation are not available
by reason of death, unknown address or refusal or neglect to act, the
directors of the corporation or those remaining on the board, even if only
one, may elect successors to such officers. In any case where there shall
be no directors of the corporation available for the purposes aforesaid,
the stockholders may elect a full board of directors, as provided by the
bylaws of the corporation, and the board shall then elect such officers as
are provided by law, by the articles of incorporation or by the bylaws to
carry on the business and affairs of the corporation. A special meeting of
the stockholders for the purpose of electing directors may be called by
any officer, director or stockholder upon notice given in accordance with
K.S.A. 17-6512, and amendments thereto.
(h) After a revival of the articles of incorporation of the corporation
shall have been effected, except where a special meeting of stockholders
has been called in accordance with the provisions of subsection (g), the
officers who signed the certificate of revival jointly shall call forthwith a
special meeting of the stockholders of the corporation upon notice given
in accordance with K.S.A. 17-6512, and amendments thereto, and at the
special meeting the stockholders shall elect a full board of directors, which
board shall then elect such officers as are provided by law, by the articles
of incorporation or the bylaws to carry on the business and affairs of the
corporation.
(i) Whenever it shall be desired to renew or revive the articles of
incorporation of any corporation not for profit and having no capital stock,
the governing body shall perform all the acts necessary for the renewal
or revival of the articles of incorporation of the corporation which are
performed by the board of directors in the case of a corporation having
capital stock. The members of any corporation not for profit and having
no capital stock who are entitled to vote for the election of members of
its governing body shall perform all the acts necessary for the renewal or
revival of the articles of the corporation which are performed by the
stockholders in the case of a corporation having capital stock. In all other
respects, the procedure for the renewal or revival of the articles of in-
corporation of a corporation not for profit and having no capital stock
shall conform, as nearly as may be applicable, to the procedure prescribed
in this section for the renewal or revival of the articles of incorporation
of a corporation having capital stock.
Sec. 12. K.S.A. 1998 Supp. 17-7306 is hereby amended to read as
follows: 17-7306. (a) Any foreign corporation which shall have qualified
to do business in this state under the provisions of K.S.A. 17-7301, and
amendments thereto, may surrender its authority to do business in this
state and may withdraw therefrom by filing with the secretary of state:
(1) A certificate signed by its president or a vice-president and under
its corporate seal, attested by its secretary or an assistant secretary, stating
that it surrenders its authority to transact business in the state of Kansas
and withdraws therefrom; and stating the address to which the secretary
of state may mail any process against the corporation that may be served
upon the secretary of state; or
(2) A copy of a certificate of dissolution issued by the proper official
of the state or other jurisdiction of its incorporation, certified to be a true
copy under the hand and official seal of the official, together with a cer-
tificate, which shall be executed in accordance with paragraph (1) of this
subsection, stating the address to which the secretary of state may mail
any process against the corporation that may be served upon the secretary
of state; or
(3) A copy of an order or decree of dissolution made by any court of
competent jurisdiction or other competent authority of the state or other
jurisdiction of its incorporation, certified to be a true copy under the hand
of the clerk of the court or other official body, and the official seal of the
court or official body or clerk thereof, together with a certificate executed
in accordance with paragraph (1) of this subsection, stating the address
to which the secretary of state may mail any process against the corpo-
ration that may be served upon the secretary of state.
The documents evidencing the withdrawal may be filed by telefacsimile
communication as prescribed by K.S.A. 17-6003a, and amendments
thereto.
(b) The secretary of state, upon payment to the secretary of state of
any required fees, shall issue a sufficient number of certificates, under
the secretary of state's hand and official seal file the certificate of with-
drawal and certify a duplicate copy, evidencing the surrender of the au-
thority of the corporation to do business in this state and its withdrawal
therefrom. One of the certificates shall be furnished to the corporation
withdrawing and surrendering its right to do business in this state; one
certificate shall be delivered to the agent of the corporation designated
as such immediately prior to the withdrawal.
(c) Upon the issuance filing of the certificates certificate by the sec-
retary of state, the appointment of the resident agent of the corporation
in this state, upon whom process against the corporation may be served,
shall be revoked, and the corporation shall be deemed to have consented
that service of process in any action, suit or proceeding based upon any
cause of action arising in this state, during the time the corporation was
authorized to transact business in this state, may thereafter be made by
service upon the secretary of state in the manner prescribed by K.S.A.
60-304, and amendments thereto.
Sec. 13. K.S.A. 1998 Supp. 17-7634 is hereby amended to read as
follows: 17-7634. (a) Each certificate required by this act to be filed in
the office of the secretary of state shall be executed in the following
manner, unless another manner is specified in this act:
(1) Articles of organization shall be signed by the person forming the
organization or by any member or manager;
(2) a certificate of amendment shall be signed by any member or
manager and by every member who is designated in the certificate of
amendment as a new member;
(3) a statement of intent to dissolve and articles of dissolution shall
be signed by all members; and
(4) a certificate of merger shall be signed by any member or manager
of the surviving company.
(b) Any person may sign any certificate by an attorney-in-fact, but a
power of attorney to sign a certificate relating to the admission of a mem-
ber shall describe the admission. Powers of attorney relating to the signing
of a certificate by an attorney-in-fact need not be filed in the office of the
secretary of state but shall be retained by the company.
(c) The execution of a certificate by a member constitutes an oath or
affirmation, under the penalties of perjury, that the facts stated in the
certificate are true and that any power of attorney used in connection
with the execution of the certificate is in proper form and substance.
(d) Any signature on documents authorized to be filed with the sec-
retary of state under the provisions of this chapter may be a facsimile, a
conformed signature or an electronically transmitted signature.
Sec. 14. K.S.A. 1998 Supp. 56-1a108 is hereby amended to read as
follows: 56-1a108. (a) Any instrument filed in accordance with the Kansas
revised uniform limited partnership act, and amendments thereto, may
be filed by telefacsimile communications. If such telefacsimile commu-
nication is accompanied with the appropriate fees, and meets the statu-
tory requirements, it shall be effective upon its filing date except that the
original instrument must be filed in the secretary of state's office within
seven days after its telefacsimile filing date. The secretary of state shall
prescribe a telefacsimile communication fee in addition to any filing fees
to cover the cost of the services. The fee must be paid prior to acceptance
of a telefacsimile communication under this section. The telefacsimile
communication fee shall be deposited into the information and copy serv-
ice fee fund. Failure to file the original instrument with the secretary of
state's office within such seven days shall void the telefacsimile filing and
such instrument shall not take effect until the original is so filed.
(b) As used in this section, ``telefacsimile communication'' means the
use of electronic equipment to send or transfer a copy of an original
document via telephone lines.
Sec. 15. K.S.A. 1998 Supp. 56a-105 is hereby amended to read as
follows: 56a-105. (a) A statement may be filed in the office of the secretary
of state. A certified copy of a statement that is filed in an office in another
state may be filed in the office of the secretary of state. Either Any state-
ment may be filed by telefacsimile communication if the telefacsimile com-
munication is accompanied with the appropriate fee and meets statutory
requirements it shall be effective upon its filing date. Each filing has the
effect provided in this act with respect to partnership property located in
or transactions that occur in this state.
(b) A certified copy of a statement that has been filed in the office
of the secretary of state and recorded in the office for recording transfers
of real property has the effect provided for recorded statements in this
act. A recorded statement that is not a certified copy of a statement filed
in the office of the secretary of state does not have the effect provided
for recorded statements in this act.
(c) A statement filed by a partnership must be executed by at least
two partners. Other statements must be executed by a partner or other
person authorized by this act. An individual who executes a statement as,
or on behalf of, a partner or other person named as a partner in a state-
ment shall personally declare under penalty of perjury that the contents
of the statement are accurate.
(d) A person authorized by this act to file a statement may amend or
cancel the statement by filing an amendment or cancellation that names
the partnership, identifies the statement, and states the substance of the
amendment or cancellation.
(e) A person who files a statement pursuant to this section shall
promptly send a copy of the statement to every nonfiling partner and to
any other person named as a partner in the statement. Failure to send a
copy of a statement to a partner or other person does not limit the ef-
fectiveness of the statement as to a person not a partner.
(f) The secretary of state may collect a fee for filing or providing a
certified copy of a statement. The officer responsible for recording trans-
fers of real property may collect a fee for recording a statement.
(g) The secretary of state shall set by rules and regulations any fees
provided by this act.
(h) The secretary of state shall prescribe a telefacsimile fee in addition
to any filing fees to cover the costs of the services. The fee must be paid
prior to acceptance of a telefacsimile communication under this section.
The telefacsimile communication fee shall be deposited into the informa-
tion and copy fee fund. As used in this section, telefacsimile communica-
tion means the use of electronic equipment to send or transfer a document.
(i) Any signature on documents authorized to be filed with the sec-
retary of state under the provisions of this chapter may be a facsimile, a
conformed signature or an electronically transmitted signature.
Sec. 16. K.S.A. 17-2036, 17-6002, 17-6003a, 17-7301, 17-7502, 17-
7506, 17-7652 and 56-1a154 and K.S.A. 1998 Supp. 17-2030, 17-6003,
17-7002, 17-7306, 17-7634, 56a-105 and 56-1a108 are hereby repealed.
Sec. 17. This act shall take effect and be in force from and after its
publication in the statute book.
Approved March 30, 1999.
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