Brief ⁽¹⁾

SB 529 amends the Kansas Corporation Code to delete the existing requirements that various corporate documents be acknowledged (notarized). The bill also provides a procedure for an existing Kansas corporation to convert to a holding company structure in which the existing Kansas corporation becomes a wholly-owned operating subsidiary of a new Kansas holding company without a vote of stockholders unless required by the articles of incorporation.

The holding company amendment requires that:

• there be no changes in any stockholder rights existing prior to the conversion;



• the directors of the holding company be the same as the directors of the existing corporation; and



• the conversion not result in any taxes for stockholders.

The Senate Committee added the holding company provisions.

Background

SB 529, as introduced, was requested by the Secretary of State's Office. A proponent said newer business entities such as limited liability companies, limited partnership, and limited liability partnerships do not require entity documents be acknowledges but rather provide a more simple method of signing the documents under penalty of perjury. The change would make the corporate filing process more efficient and more uniform with other business entities.

A representative of Western Resources requested the holding company amendment. The proponent said this would make Kansas law substantially the same as Delaware law.

The bill has no fiscal impact on the state.

1. *Supplemental notes are prepared by the Legislative Research Department and do not express legislative intent. The supplemental note and fiscal note for this bill may be accessed on the Internet at http://www.ink.org/public/legislative/bill_search.html