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Minutes for HB2455 - Committee on Judiciary
Short Title
Updating the Kansas general corporation code, the business entity transactions act, the business entity standard treatment act, the Kansas revised uniform limited partnership act and the Kansas uniform partnership act.
Minutes Content for Tue, Mar 14, 2023
Chairperson Patton opened the hearing on HB2455. Jason Thompson reviewed his bill brief. (Attachment 6)
Proponent
Joe Molina (Attachment 7) stated the Kansas Bar Association has created a special subcommittee dedicated to the review and revision of the corporate code in all its forms. This subcommittee are members of the KBA corporation, banking and business section who are business law practitioners, law professors and general counsels. This subcommittee also includes a member from the Kansas Secretary of State’s Office. Mr. Molina listed all of the most significant corporate law updates going back to at least 2009 in his written testimony. He explained this subcommittee is uniquely situated to digest these changes and make appropriate amendments that are most advantageous to the Kansas Code. Mr. Molina asked the committee for their support.
Bill Matthews (Attachment 8) stated his testimony today had three goals. First, they wish to provide a brief background on the relationship between Kansas’s and Delaware’s corporation laws and the benefits Kansas has derived from that relationship. Second, they have briefly highlighted those provisions of the proposed bill that they feel are most significant or innovative. Lastly, they note several changes in Delaware’s law that are not appropriate for Kansas to adopt. Mr. Matthews explained each goal and the details are in his written testimony. They believe that HB2455 advances Kansas’s reputation as being business friendly and at the forefront of innovations in corporate law. Adopting this legislation continues Kansas’s policy of leveraging cutting-edge developments and the body of case law advanced by Delaware to the benefit of Kansas and its business community. He asked for the committee's support and stood for questions.
Clay Barker (Attachment 9) explained their proposed changes came as a result of three efforts: 1) reviewing the most common reasons for errors on business services filings and identifying ways to modify the law to reduce errors, 2) a review by our Business Services and IT staff, who are collaborating to create a new system for corporate filings, and 3) following up on the biennial filing bill passed in 2021. Mr. Barker stood for questions.
Chairperson Patton closed the hearing on HB2455.
