KRIS W. KOBACH
Secretary of State
image of the Kansas Secretary of State seal
STATE OF KANSAS
Memorial Hall, 1st Floor
120 SW 10th Avenue
Topeka, KS 66612-1594
(785) 296-4564
www.sos.ks.gov

SENATE BILL No. 132
AN ACT enacting the business entity transactions act; amending K.S.A. 17-7675, 17-7681,
56a-401, 56a-502, 56a-905, 56a-906, 56a-907 and 56a-908 and repealing the existing
sections; also repealing K.S.A. 17-7684, 17-7685, 17-7701, 17-7702, 17-7703, 17-7704,
17-7705, 17-7706, 17-7707, 17-7708, 17-7709, 56a-901, 56a-902, 56a-903 and 56a-904.
Be it enacted by the Legislature of the State of Kansas:

KSA 17-78-101: This act may be cited as the business entity trans-
actions act.

KSA 17-78-102: As used in this act:
(a) ‘‘Acquired entity’’ means the entity, all of one or more classes or
series of interests in which are acquired in an interest exchange.
(b) ‘‘Acquiring entity’’ means the entity that acquires all of one or
more classes or series of interests of the acquired entity in an interest
exchange.
(c) ‘‘Agreement’’ means a plan or agreement of merger, interest
exchange, conversion or domestication.
(d) ‘‘Approve’’ means, in the case of an entity, for its governors and
interest holders to take whatever steps are necessary under its organic
rules, organic law, and other law to:
(1) Propose a transaction subject to this act;
(2) adopt and approve the terms and conditions of the transaction;
and
(3) conduct any required proceedings or otherwise obtain any re-
quired votes or consents of the governors or interest holders.
(e) ‘‘Conversion’’ means a transaction authorized by sections 23
through 28, and amendments thereto.
(f) ‘‘Converted entity’’ means the converting entity as it continues in
existence after a conversion.
(g) ‘‘Converting entity’’ means the domestic entity that approves an
agreement of conversion pursuant to section 25, and amendments
thereto, or the foreign entity that approves a conversion pursuant to the
law of its jurisdiction of organization.
(h) ‘‘Domestic entity’’ means an entity whose internal affairs are gov-
erned by the law of this state.
(i) ‘‘Domesticated entity’’ means the domesticating entity as it con-
tinues in existence after a domestication.
(j) ‘‘Domesticating entity’’ means the domestic entity that approves
an agreement of domestication pursuant to section 31, and amendments
thereto, or the foreign entity that approves a domestication pursuant to
the law of its jurisdiction of organization.
(k) ‘‘Domestication’’ means a transaction authorized by sections 29
through 34, and amendments thereto.
(l) ‘‘Entity’’ means:
(1) A corporation;
(2) a general partnership, including a limited liability partnership;
(3) a limited partnership, including a limited liability limited partner-
ship;
(4) a limited liability company;
(5) a business trust or statutory trust entity;
(6) a cooperative; or
(7) any other person that has a separate legal existence or has the
power to acquire an interest in real property in its own name other than:
(A) An individual;
(B) a testamentary, inter vivos, or charitable trust, with the exception
of a business trust, statutory trust entity or similar trust;
(C) an association or relationship that is not a partnership solely by
reason of subsection (c) of K.S.A. 56a-202, and amendments thereto, or
a similar provision of the law of any other jurisdiction;
(D) a decedent’s estate; or
(E) a government, a governmental subdivision, agency, or instrumen-
tality or a quasi-governmental instrumentality.
(m) ‘‘Filing entity’’ means an entity that is created by the filing of a
public organic document.
(n) ‘‘Foreign entity’’ means an entity whose internal affairs are gov-
erned by the laws of a jurisdiction other than this state.
(o) ‘‘Governance interest’’ means the right under the organic law or
organic rules of an entity, other than as a governor, agent, assignee or
proxy, to:
(1) Receive or demand access to information concerning, or the
books and records of, the entity;
(2) vote for the election of the governors of the entity; or
(3) receive notice of or vote on any or all issues involving the internal
affairs of the entity.
(p) ‘‘Governor’’ means a person by or under whose authority the pow-
ers of an entity are exercised and under whose direction the business and
affairs of the entity are managed pursuant to the organic law and organic
rules of the entity.
(q) ‘‘Interest’’ means:
(1) A governance interest in an unincorporated entity;
(2) a transferable interest in an unincorporated entity; or
(3) a share or membership in a corporation.
(r) ‘‘Interest exchange’’ means a transaction authorized by sections 17
through 22, and amendments thereto.
(s) ‘‘Interest holder’’ means a direct holder of an interest.
(t) ‘‘Interest holder liability’’ means:
(1) Personal liability for a liability of an entity that is imposed on a
person:
(A) Solely by reason of the status of the person as an interest holder;
or
(B) by the organic rules of the entity pursuant to a provision of the
organic law authorizing the organic rules to make one or more specified
interest holders or categories of interest holders liable in their capacity
as interest holders for all or specified liabilities of the entity; or
(2) an obligation of an interest holder under the organic rules of an
entity to contribute to the entity.
(u) ‘‘Jurisdiction of organization’’ of an entity means the jurisdiction
whose law includes the organic law of the entity.
(v) ‘‘Liability’’ means a debt, obligation or any other liability arising
in any manner, regardless of whether it is secured or whether it is con-
tingent.
(w) ‘‘Merger’’ means a transaction in which two or more merging
entities are combined into a surviving entity pursuant to a filing with the
secretary of state.
(x) ‘‘Merging entity’’ means an entity that is a party to a merger and
exists immediately before the merger becomes effective.
(y) ‘‘Organic law’’ means the statutes, if any, other than this act, gov-
erning the internal affairs of an entity.
(z) ‘‘Organic rules’’ means the public organic document and private
organic rules of an entity.
(aa) ‘‘Person’’ means an individual, corporation, estate, trust, part-
nership, limited liability company, business or similar trust, association,
joint venture, public corporation, government, or governmental subdivi-
sion, agency, or instrumentality, or any other legal or commercial entity.
(bb) ‘‘Private organic rules’’ mean the rules, whether or not in a rec-
ord, that govern the internal affairs of an entity, are binding on all of its
interest holders and are not part of its public organic document, if any.
(cc) ‘‘Protected agreement’’ means:
(1) A record evidencing indebtedness and any related agreement in
effect on the effective date of this act;
(2) an agreement that is binding on an entity on the effective date of
this act;
(3) the organic rules of an entity in effect on the effective date of this
act; or
(4) an agreement that is binding on any of the governors or interest
holders of an entity on the effective date of this act.
(dd) ‘‘Public organic document’’ means the public record the filing
of which creates an entity and any amendment to or restatement of that
record.
(ee) ‘‘Qualified foreign entity’’ means a foreign entity that is author-
ized to transact business in this state pursuant to a filing with the secretary
of state.
(ff) ‘‘Record’’ means information that is inscribed on a tangible me-
dium or that is stored in an electronic or other medium and is retrievable
in perceivable form.
(gg) ‘‘Sign’’ means, with present intent to authenticate or adopt a
record:
(1) To execute or adopt a tangible symbol; or
(2) to attach to or logically associate with the record an electronic
sound, symbol or process.
(hh) ‘‘Surviving entity’’ means the entity that continues in existence
after or is created by a merger.
(ii) ‘‘Transferable interest’’ means the right under an entity’s organic
law to receive distributions from the entity.
(jj) ‘‘Type,’’ with regard to an entity, means a generic form of entity:
(1) Recognized at common law; or
(2) organized under an organic law, whether or not some entities
organized under that organic law are subject to provisions of that law that
create different categories of the form of entity.

KSA 17-78-103: . (a) Unless displaced by particular provisions of this act,
the principles of law and equity supplement this act.
(b) This act does not authorize an act prohibited by, and does not
affect the application or requirements of, law other than this act.
(c) A transaction effected under this act may not create or impair any
right or obligation on the part of a person under a provision of the law of
this state other than this act relating to a change in control, takeover,
business combination, control-share acquisition or similar transaction in-
volving a domestic merging, acquired, converting or domesticating cor-
poration unless:
(1) If the corporation does not survive the transaction, the transaction
satisfies any requirements of the provision; or
(2) if the corporation survives the transaction, the approval of the
agreement is by a vote of the shareholders or directors which would be
sufficient to create or impair the right or obligation directly under the
provision.
(d) Any entity subject to special regulation pursuant to chapter 66 of
the Kansas Statutes Annotated shall be subject to the special provisions
and requirements applicable to such entities including K.S.A. 66-127 and
66-136, and amendments thereto. Where the provisions of this act are
not inconsistent, they shall be construed as supplemental to chapter 66
of the Kansas Statutes Annotated and not in derogation or limitation
thereof.

KSA 17-78-104: (a) A domestic or foreign entity that is required to give
notice to, or obtain the approval of, a governmental agency or officer in
order to be a party to a merger shall give the notice or obtain the approval
in order to be a party to an interest exchange, conversion or domestica-
tion.
(b) A domestic or foreign entity subject to chapter 66 of the Kansas
Statutes Annotated shall obtain approval in accordance with the special
requirements applicable thereto, including K.S.A. 66-127 and 66-136, and
amendments thereto, prior to effecting a transaction under this act.
(c) Property held for a charitable purpose under the law of this state
by a domestic or foreign entity immediately before a transaction under
this act becomes effective may not, as a result of the transaction, be
diverted from the objects for which it was donated, granted, or devised
unless, to the extent required by or pursuant to the law of this state
concerning cypres or other law dealing with nondiversion of charitable
assets, the entity obtains an appropriate order of the district court spec-
ifying the disposition of the property.

KSA 17-78-105: A filing under this act signed by a domestic entity be-
comes part of the public organic document of the entity if the entity’s
organic law provides that similar filings under that law become part of
the public organic document of the entity.

KSA 17-78-106: The fact that a transaction under this act produces a
certain result does not preclude the same result from being accomplished
in any other manner permitted by law other than this act.

KSA 17-78-107: An agreement may refer to facts ascertainable outside
of the agreement if the manner in which the facts will operate upon the
agreement is specified in the agreement. The facts may include the oc-
currence of an event or a determination or action by a person, whether
or not the event, determination, or action is within the control of a party
to the transaction.

KSA 17-78-108: Except as otherwise provided in the organic law or or-
ganic rules of a domestic entity, approval of a transaction under this act
by the unanimous vote or consent of its interest holders satisfies the
requirements of this act for approval of the transaction.

KSA 17-78-109: (a) An interest holder of a domestic merging, acquired,
converting or domesticating entity is entitled to appraisal rights in con-
nection with the transaction if the interest holder would have been en-
titled to appraisal rights under the entity’s organic law in connection with
a merger in which the interest of the interest holder was changed, con-
verted or exchanged unless:
(1) The organic law permits the organic rules to limit the availability
of appraisal rights; and
(2) the organic rules provide such a limit.
(b) An interest holder of a domestic merging, acquired, converting
or domesticating entity is entitled to contractual appraisal rights in con-
nection with a transaction under this act to the extent provided:
(1) In the entity’s organic rules;
(2) in the agreement; or
(3) in the case of a corporation, by action of its governors.
(c) If an interest holder is entitled to contractual appraisal rights un-
der subsection (b) and the entity’s organic law does not provide proce-
dures for the conduct of an appraisal rights proceeding, the general cor-
porate code applies to the extent practicable or as otherwise provided in
the entity’s organic rules or the agreement.

KSA 17-78-110: The following entities may not participate in a trans-
action under this act:
(a) Entities regulated under chapter 40 of the Kansas Statutes An-
notated;
(b) banks and trust companies organized under chapter 9 of the Kan-
sas Statutes Annotated;
(c) credit unions organized under K.S.A. 17-2201 et seq., and amend-
ments thereto; and
(d) professional corporations formed under the Kansas professional
corporation law or limited liability companies organized under the Kansas
revised limited liability company act to render a professional service, as
defined at K.S.A. 17-2707, and amendments thereto.

KSA 17-78-201: (a) Except as otherwise provided in this section, by
complying with sections 11 through 16, and amendments thereto:
(1) One or more domestic entities may merge with one or more do-
mestic or foreign entities into a domestic or foreign surviving entity; and
(2) two or more foreign entities may merge into a domestic entity.
(b) Except as otherwise provided in this section, by complying with
the provisions of sections 11 through 16, and amendments thereto, ap-
plicable to foreign entities a foreign entity may be a party to a merger
under sections 11 through 16, and amendments thereto, or may be the
surviving entity in such a merger if the merger is authorized by the law
of the foreign entity’s jurisdiction of organization.
(c) Sections 11 through 16, and amendments thereto, do not apply
to the following mergers:
(1) A merger between any two or more domestic corporations or one
or more domestic corporations and one or more foreign corporations
pursuant to K.S.A. 17-6701 et seq., and amendments thereto;
(2) a merger between any two or more partnerships pursuant to
K.S.A. 56a-905, and amendments thereto; or
(3) a merger between any two or more domestic limited liability com-
panies or one or more domestic limited liability companies and one or
more foreign limited liability companies pursuant to K.S.A. 17-7681, and
amendments thereto.

KSA 17-78-202: (a) A domestic entity may become a party to a merger
under sections 11 through 16, and amendments thereto, by approving an
agreement of merger. The agreement shall be in a record and contain:
(1) As to each merging entity, its name, jurisdiction of organization
and type;
(2) if the surviving entity is to be created in the merger, a statement
to that effect and its name, jurisdiction of organization and type;
(3) the manner of converting the interests in each party to the merger
into interests, securities, obligations, rights to acquire interests or secu-
rities, cash or other property or any combination of the foregoing;
(4) if the surviving entity exists before the merger, any proposed
amendments to its public organic document or to its private organic rules
that are, or are proposed to be, in a record;
(5) if the surviving entity is to be created in the merger, its proposed
public organic document, if any, and the full text of its private organic
rules that are proposed to be in a record;
(6) the other terms and conditions of the merger; and
(7) any other provision required by the law of a merging entity’s ju-
risdiction of organization or the organic rules of a merging entity.
(b) An agreement of merger shall be signed on behalf of each merg-
ing entity.
(c) An agreement of merger may contain any other provision not pro-
hibited by law.

KSA 17-78-203. (a) An agreement of merger is not effective unless it
has been approved:
(1) By a domestic merging entity:
(A) In accordance with the requirements, if any, in its organic law
and organic rules for approval of:
(i) In the case of an entity that is not a corporation, a merger; or
(ii) in the case of a corporation, a merger requiring approval by a vote
of the interest holders of the corporation; or
(B) if neither its organic law nor organic rules provide for approval
of a merger described in subparagraph (A), by all of the interest holders
of the entity entitled to vote on or consent to any matter; and
(2) in a record, by each interest holder of a domestic merging entity
that will have interest holder liability for liabilities that arise after the
merger becomes effective, unless, in the case of an entity that is not a
corporation:
(A) The organic rules of the entity provide in a record for the approval
of a merger in which some or all of its interest holders become subject
to interest holder liability by the vote or consent of fewer than all of the
interest holders; and
(B) the interest holder voted for or consented in a record to that
provision of the organic rules or became an interest holder after the adop-
tion of that provision.
(b) A merger involving a foreign merging entity is not effective unless
it is approved by the foreign entity in accordance with the law of the
foreign entity’s jurisdiction of organization.

KSA 17-78-204. (a) An agreement of merger of a domestic merging
entity may be amended:
(1) In the same manner as the agreement was approved, if the agree-
ment does not provide for the manner in which it may be amended; or
(2) by the governors or interest holders of the entity in the manner
provided in the agreement, but an interest holder that was entitled to
vote on or consent to approval of the merger is entitled to vote on or
consent to any amendment of the agreement that will change:
(A) The amount or kind of interests, securities, obligations, rights to
acquire interests or securities, cash, or other property, or any combination
of the foregoing, to be received by the interest holders of any party to
the agreement;
(B) the public organic document or private organic rules of the sur-
viving entity that will be in effect immediately after the merger becomes
effective, except for changes that do not require approval of the interest
holders of the surviving entity under its organic law or organic rules; or
(C) any other terms or conditions of the agreement, if the change
would adversely affect the interest holder in any material respect.
(b) After an agreement of merger has been approved by a domestic
merging entity and before a certificate of merger becomes effective, the
agreement may be terminated:
(1) As provided in the agreement; or
(2) unless prohibited by the agreement, in the same manner as the
agreement was approved.
(c) If an agreement of merger is terminated after a certificate of
merger has been filed with the secretary of state and before the filing
becomes effective, a certificate of termination, signed on behalf of a merg-
ing entity, shall be filed with the secretary of state before the time the
certificate of merger becomes effective. The certificate of termination
takes effect upon filing, and the merger is terminated and does not be-
come effective. The certificate of termination shall contain:
(1) The name of each merging or surviving entity that is a domestic
entity or a qualified foreign entity;
(2) the date on which the certificate of merger was filed; and
(3) a statement that the merger has been terminated in accordance
with this section.

KSA 17-78-205. (a) A certificate of merger shall be signed on behalf of
the surviving entity and filed with the secretary of state.
(b) A certificate of merger shall contain:
(1) The name, jurisdiction of organization and type of each merging
entity that is not the surviving entity;
(2) the name, jurisdiction of organization and type of the surviving
entity;
(3) if the certificate of merger is not to be effective upon filing, the
later date and time on which it will become effective, which may not be
more than 90 days after the date of filing;
(4) a statement that the merger was approved by each domestic merg-
ing entity, if any, in accordance with sections 11 through 16, and amend-
ments thereto, and by each foreign merging entity, if any, in accordance
with the law of its jurisdiction of organization;
(5) if the surviving entity exists before the merger and is a domestic
filing entity, any amendment to its public organic document approved as
part of the agreement of merger;
(6) if the surviving entity is created by the merger and is a domestic
filing entity, its public organic document, as an attachment;
(7) if the surviving entity is created by the merger and is a domestic
limited liability partnership, its statement of qualification, as an attach-
ment; and
(8) if the surviving entity is a foreign entity that is not a qualified
foreign entity, a mailing address to which the secretary of state may send
any process served on the secretary of state pursuant to subsection (e) of
section 16, and amendments thereto.
(c) In addition to the requirements of subsection (b), a certificate of
merger may contain any other provision not prohibited by law.
(d) If the surviving entity is a domestic entity, its name and any at-
tached public organic document shall satisfy the requirements of the law
of this state, except that it does not need to be signed and may omit any
provision that is not required to be included in a restatement of the public
organic document. If the surviving entity is a qualified foreign entity, its
name shall satisfy the requirements of the law of this state.
(e) An agreement of merger that is signed on behalf of all of the
merging entities and meets all of the requirements of subsection (b) may
be filed with the secretary of state instead of a certificate of merger and
upon filing has the same effect. If an agreement of merger is filed as
provided in this subsection, references in this act to a certificate of merger
refer to the agreement of merger filed under this subsection.
(f) A certificate of merger becomes effective upon the date and time
of filing or the later date and time specified in the certificate of merger.

KSA 17-78-206. (a) When a merger becomes effective:
(1) The surviving entity continues or comes into existence;
(2) each merging entity that is not the surviving entity ceases to exist;
(3) all property of each merging entity vests in the surviving entity
without assignment, reversion or impairment;
(4) all liabilities of each merging entity are liabilities of the surviving
entity;
(5) except as otherwise provided by law other than this act or the
agreement of merger, all of the rights, privileges, immunities, powers and
purposes of each merging entity vest in the surviving entity;
(6) if the surviving entity exists before the merger:
(A) All of its property continues to be vested in it without reversion
or impairment;
(B) it remains subject to all of its liabilities; and
(C) all of its rights, privileges, immunities, powers and purposes con-
tinue to be vested in it;
(7) the name of the surviving entity may be substituted for the name
of any merging entity that is a party to any pending action or proceeding;
(8) if the surviving entity exists before the merger:
(A) its public organic document, if any, is amended as provided in
the certificate of merger and is binding on its interest holders; and
(B) its private organic rules that are to be in a record, if any, are
amended to the extent provided in the agreement of merger and are
binding on and enforceable by:
(i) Its interest holders; and
(ii) in the case of a surviving entity that is not a corporation, any other
person that is a party to an agreement that is part of the surviving entity’s
private organic rules;
(9) if the surviving entity is created by the merger:
(A) Its public organic document, if any, is effective and is binding on
its interest holders; and
(B) its private organic rules are effective and are binding on and en-
forceable by:
(i) Its interest holders; and
(ii) in the case of a surviving entity that is not a corporation, any other
person that was a party to an agreement that was part of the organic rules
of a merging entity if that person has agreed to be a party to an agreement
that is part of the surviving entity’s private organic rules; and
(10) the interests in each merging entity that are to be converted in
the merger are converted and the interest holders of those interests are
entitled only to the rights provided to them under the agreement of
merger and to any appraisal rights they have under section 9, and amend-
ments thereto, and the merging entity’s organic law.
(b) Except as otherwise provided in the organic law or organic rules
of a merging entity, the merger does not give rise to any rights that an
interest holder, governor or third party would otherwise have upon a
dissolution, liquidation or winding-up of the merging entity.
(c) When a merger becomes effective, a person that did not have
interest holder liability with respect to any of the merging entities and
that becomes subject to interest holder liability with respect to a domestic
entity as a result of a merger has interest holder liability only to the extent
provided by the organic law of the entity and only for those liabilities that
arise after the merger becomes effective.
(d) When a merger becomes effective, the interest holder liability of
a person that ceases to hold an interest in a domestic merging entity with
respect to which the person had interest holder liability is as follows:
(1) the merger does not discharge any interest holder liability under
the organic law of the domestic merging entity to the extent the interest
holder liability arose before the merger became effective;
(2) the person does not have interest holder liability under the or-
ganic law of the domestic merging entity for any liability that arises after
the merger becomes effective;
(3) the organic law of the domestic merging entity continues to apply
to the release, collection or discharge of any interest holder liability pre-
served under paragraph (1) as if the merger had not occurred and the
surviving entity were the domestic merging entity; and
(4) the person has whatever rights of contribution from any other
person as are provided by the organic law or organic rules of the domestic
merging entity with respect to any interest holder liability preserved un-
der paragraph (1) as if the merger had not occurred.
(e) When a merger becomes effective, a foreign entity that is the
surviving entity:
(1) May be served with process in this state for the collection and
enforcement of any liabilities of a domestic merging entity; and
(2) irrevocably appoints the secretary of state as its agent to accept
service of process in any such suit or other proceeding. Service of process
shall be made on the foreign entity pursuant to K.S.A. 60-304, and amend-
ments thereto.
(f) When a merger becomes effective, the certificate of authority or
other foreign qualification of any foreign merging entity that is not the
surviving entity is canceled.

KSA 17-78-301. (a) Except as otherwise provided in this section, by
complying with sections 17 through 22, and amendments thereto:
(1) A domestic entity may acquire all of one or more classes or series
of interests of another domestic or foreign entity in exchange for interests,
securities, obligations, rights to acquire interests or securities, cash, or
other property, or any combination of the foregoing; or
(2) all of one or more classes or series of interests of a domestic entity
may be acquired by another domestic or foreign entity in exchange for
interests, securities, obligations, rights to acquire interests or securities,
cash, or other property, or any combination of the foregoing.
(b) Except as otherwise provided in this section, by complying with
the provisions of sections 17 through 22, and amendments thereto, ap-
plicable to foreign entities a foreign entity may be the acquiring or ac-
quired entity in an interest exchange under sections 17 through 22, and
amendments thereto, if the interest exchange is authorized by the law of
the foreign entity’s jurisdiction of organization.
(c) If a protected agreement contains a provision that applies to a
merger of a domestic entity but does not refer to an interest exchange,
the provision applies to an interest exchange in which the domestic entity
is the acquired entity as if the interest exchange were a merger until the
provision is amended after the effective date of this act.

KSA 17-78-302. (a) A domestic entity may be the acquired entity in an
interest exchange under sections 17 through 22, and amendments
thereto, by approving an agreement of interest exchange. The agreement
shall be in a record and contain:
(1) The name and type of the acquired entity;
(2) the name, jurisdiction of organization and type of the acquiring
entity;
(3) the manner of converting the interests in the acquired entity into
interests, securities, obligations, rights to acquire interests or securities,
cash, or other property or any combination of the foregoing;
(4) any proposed amendments to the public organic document or
private organic rules that are, or are proposed to be, in a record of the
acquired entity;
(5) the other terms and conditions of the interest exchange; and
(6) any other provision required by the law of this state or the organic
rules of the acquired entity.
(b) An agreement of interest exchange may contain any other provi-
sion not prohibited by law.

KSA 17-78-303. (a) An agreement of interest exchange is not effective
unless it has been approved:
(1) By a domestic acquired entity:
(A) In accordance with the requirements, if any, in its organic law
and organic rules for approval of an interest exchange;
(B) except as otherwise provided in subsection (d), if neither its or-
ganic law nor organic rules provide for approval of an interest exchange,
in accordance with the requirements, if any, in its organic law and organic
rules for approval of:
(i) In the case of an entity that is not a corporation, a merger, as if
the interest exchange were a merger; or
(ii) in the case of a corporation, a merger requiring approval by a
vote of the interest holders of the corporation, as if the interest exchange
were that type of merger; or
(C) if neither its organic law nor organic rules provide for approval
of an interest exchange or a merger described in subparagraph (B), by all
of the interest holders of the entity entitled to vote on or consent to any
matter; and
(2) in a record, by each interest holder of a domestic acquired entity
that will have interest holder liability for liabilities that arise after the
interest exchange becomes effective, unless, in the case of an entity that
is not a corporation:
(A) The organic rules of the entity provide in a record for the approval
of an interest exchange or a merger in which some or all of its interest
holders become subject to interest holder liability by the vote or consent
of fewer than all of the interest holders; and
(B) the interest holder voted for or consented in a record to that
provision of the organic rules or became an interest holder after the adop-
tion of that provision.
(b) An interest exchange involving a foreign acquired entity is not
effective unless it is approved by the foreign entity in accordance with
the law of the foreign entity’s jurisdiction of organization.
(c) Except as otherwise provided in its organic law or organic rules,
the interest holders of the acquiring entity are not required to approve
the interest exchange.
(d) A provision of the organic law of a domestic acquired entity that
would permit a merger between the acquired entity and the acquiring
entity to be approved without the vote or consent of the interest holders
of the acquired entity because of the percentage of interests in the ac-
quired entity held by the acquiring entity does not apply to approval of
an interest exchange under subsection (a)(1)(B).

KSA 17-78-304. (a) An agreement of interest exchange of a domestic
acquired entity may be amended:
(1) In the same manner as the agreement was approved, if the agree-
ment does not provide for the manner in which it may be amended; or
(2) by the governors or interest holders of the entity in the manner
provided in the agreement, but an interest holder that was entitled to
vote on or consent to approval of the interest exchange is entitled to vote
on or consent to any amendment of the agreement that will change:
(A) The amount or kind of interests, securities, obligations, rights to
acquire interests or securities, cash, or other property, or any combination
of the foregoing, to be received by any of the interest holders of the
acquired entity under the agreement;
(B) the public organic document or private organic rules of the ac-
quired entity that will be in effect immediately after the interest exchange
becomes effective, except for changes that do not require approval of the
interest holders of the acquired entity under its organic law or organic
rules; or
(C) any other terms or conditions of the agreement, if the change
would adversely affect the interest holder in any material respect.
(b) After an agreement of interest exchange has been approved by a
domestic acquired entity and before a certificate of interest exchange
becomes effective, the agreement may be terminated:
(1) As provided in the agreement; or
(2) unless prohibited by the agreement, in the same manner as the
agreement was approved.
(c) If an agreement of interest exchange is terminated after a certif-
icate of interest exchange has been filed with the secretary of state and
before the filing becomes effective, a certificate of termination, signed
on behalf of the acquired entity, shall be filed with the secretary of state
before the time the certificate of interest exchange becomes effective.
The certificate of termination takes effect upon filing and the interest
exchange is terminated and does not become effective. The certificate of
termination must contain:
(1) The name of the acquired entity;
(2) the date on which the certificate of interest exchange was filed;
and
(3) a statement that the interest exchange has been terminated in
accordance with this section.

KSA 17-78-305. (a) A certificate of interest exchange shall be signed on
behalf of a domestic acquired entity and filed with the secretary of state.
(b) A certificate of interest exchange must contain:
(1) The name and type of the acquired entity;
(2) the name, jurisdiction of organization and type of the acquiring
entity;
(3) if the certificate of interest exchange is not to be effective upon
filing, the later date and time on which it will become effective, which
may not be more than 90 days after the date of filing;
(4) a statement that the agreement of interest exchange was approved
by the acquired entity in accordance with sections 17 through 22, and
amendments thereto; and
(5) any amendments to the acquired entity’s public organic document
approved as part of the agreement of interest exchange.
(c) In addition to the requirements of subsection (b), a certificate of
interest exchange may contain any other provision not prohibited by law.
(d) An agreement of interest exchange that is signed on behalf of a
domestic acquired entity and meets all of the requirements of subsection
(b) may be filed with the secretary of state instead of a certificate of
interest exchange and upon filing has the same effect. If an agreement
of interest exchange is filed as provided in this subsection, references in
this act to a certificate of interest exchange refer to the agreement of
interest exchange filed under this subsection.
(e) A certificate of interest exchange becomes effective upon the date
and time of filing or the later date and time specified in the certificate of
interest exchange.

KSA 17-78-306. (a) When an interest exchange becomes effective:
(1) The interests in the acquired entity that are the subject of the
interest exchange cease to exist or are converted or exchanged and the
interest holders of those interests are entitled only to the rights provided
to them under the agreement of interest exchange and to any appraisal
rights they have under section 9, and amendments thereto, and the ac-
quired entity’s organic law;
(2) the acquiring entity becomes the interest holder of the interests
in the acquired entity stated in the agreement of interest exchange to be
acquired by the acquiring entity;
(3) the public organic document, if any, of the acquired entity is
amended as provided in the certificate of interest exchange and is binding
on its interest holders; and
(4) the private organic rules of the acquired entity that are to be in a
record, if any, are amended to the extent provided in the agreement of
interest exchange and are binding on and enforceable by:
(A) Its interest holders; and
(B) in the case of an acquired entity that is not a corporation, any
other person that is a party to an agreement that is part of the acquired
entity’s private organic rules.
(b) Except as otherwise provided in the organic law or organic rules
of the acquired entity, the interest exchange does not give rise to any
rights that an interest holder, governor or third party would otherwise
have upon a dissolution, liquidation or winding-up of the acquired entity.
(c) When an interest exchange becomes effective, a person that did
not have interest holder liability with respect to the acquired entity and
that becomes subject to interest holder liability with respect to a domestic
entity as a result of the interest exchange has interest holder liability only
to the extent provided by the organic law of the entity and only for those
liabilities that arise after the interest exchange becomes effective.
(d) When an interest exchange becomes effective, the interest holder
liability of a person that ceases to hold an interest in a domestic acquired
entity with respect to which the person had interest holder liability is as
follows:
(1) The interest exchange does not discharge any interest holder li-
ability under the organic law of the domestic acquired entity to the extent
the interest holder liability arose before the interest exchange became
effective;
(2) the person does not have interest holder liability under the or-
ganic law of the domestic acquired entity for any liability that arises after
the interest exchange becomes effective;
(3) the organic law of the domestic acquired entity continues to apply
to the release, collection or discharge of any interest holder liability pre-
served under paragraph (1) as if the interest exchange had not occurred;
and
(4) the person has whatever rights of contribution from any other
person as are provided by the organic law or organic rules of the domestic
acquired entity with respect to any interest holder liability preserved un-
der paragraph (1) as if the interest exchange had not occurred.

KSA 17-78-401. (a) Except as otherwise provided in this section, by
complying with sections 23 through 28, and amendments thereto, a do-
mestic entity may become:
(1) A domestic entity of a different type; or
(2) a foreign entity of a different type, if the conversion is authorized
by the law of the foreign jurisdiction.
(b) Except as otherwise provided in this section, by complying with
the provisions of sections 23 through 28, and amendments thereto, ap-
plicable to foreign entities a foreign entity may become a domestic entity
of a different type if the conversion is authorized by the law of the foreign
entity’s jurisdiction of organization.
(c) If a protected agreement contains a provision that applies to a
merger of a domestic entity but does not refer to a conversion, the pro-
vision applies to a conversion of the entity as if the conversion were a
merger until the provision is amended after the effective date of this act.

KSA 17-78-402. (a) A domestic entity may convert to a different type
of entity under sections 23 through 28, and amendments thereto, by ap-
proving an agreement of conversion. The agreement shall be in a record
and contain:
(1) The name and type of the converting entity;
(2) the name, jurisdiction of organization and type of the converted
entity;
(3) the manner of converting the interests in the converting entity
into interests, securities, obligations, rights to acquire interests or secu-
rities, cash, or other property or any combination of the foregoing;
(4) the proposed public organic document of the converted entity if
it will be a filing entity;
(5) the full text of the private organic rules of the converted entity
that are proposed to be in a record;
(6) the other terms and conditions of the conversion; and
(7) any other provision required by the law of this state or the organic
rules of the converting entity.
(b) An agreement of conversion may contain any other provision not
prohibited by law.

KSA 17-78-403. (a) An agreement of conversion is not effective unless
it has been approved:
(1) By a domestic converting entity:
(A) In accordance with the requirements, if any, in its organic rules
for approval of a conversion;
(B) if its organic rules do not provide for approval of a conversion, in
accordance with the requirements, if any, in its organic law and organic
rules for approval of:
(i) In the case of an entity that is not a corporation, a merger, as if
the conversion were a merger; or
(ii) in the case of a corporation, a merger requiring approval by a vote
of the interest holders of the corporation, as if the conversion were that
type of merger; or
(C) if neither its organic law nor organic rules provide for approval
of a conversion or a merger described in subparagraph (B), by all of the
interest holders of the entity entitled to vote on or consent to any matter;
and
(2) in a record, by each interest holder of a domestic converting entity
that will have interest holder liability for liabilities that arise after the
conversion becomes effective, unless, in the case of an entity that is not
a corporation:
(A) The organic rules of the entity provide in a record for the approval
of a conversion or a merger in which some or all of its interest holders
become subject to interest holder liability by the vote or consent of fewer
than all of the interest holders; and
(B) the interest holder voted for or consented in a record to that
provision of the organic rules or became an interest holder after the adop-
tion of that provision.
(b) A conversion of a foreign converting entity is not effective unless
it is approved by the foreign entity in accordance with the law of the
foreign entity’s jurisdiction of organization.

KSA 17-78-404. (a) An agreement of conversion of a domestic con-
verting entity may be amended:
(1) In the same manner as the agreement was approved, if the agree-
ment does not provide for the manner in which it may be amended; or
(2) by the governors or interest holders of the entity in the manner
provided in the agreement, but an interest holder that was entitled to
vote on or consent to approval of the conversion is entitled to vote on or
consent to any amendment of the agreement that will change:
SENATE BILL No. 132—page 12
(A) The amount or kind of interests, securities, obligations, rights to
acquire interests or securities, cash or other property, or any combination
of the foregoing, to be received by any of the interest holders of the
converting entity under the agreement;
(B) the public organic document or private organic rules of the con-
verted entity that will be in effect immediately after the conversion be-
comes effective, except for changes that do not require approval of the
interest holders of the converted entity under its organic law or organic
rules; or
(C) any other terms or conditions of the agreement, if the change
would adversely affect the interest holder in any material respect.
(b) After an agreement of conversion has been approved by a do-
mestic converting entity and before a certificate of conversion becomes
effective, the agreement may be terminated:
(1) As provided in the agreement; or
(2) unless prohibited by the agreement, in the same manner as the
agreement was approved.
(c) If an agreement of conversion is terminated after a certificate of
conversion has been filed with the secretary of state and before the filing
becomes effective, a certificate of termination, signed on behalf of the
entity, shall be filed with the secretary of state before the time the cer-
tificate of conversion becomes effective. The certificate of termination
takes effect upon filing and the conversion is terminated and does not
become effective. The certificate of termination shall contain:
(1) The name of the converting entity;
(2) the date on which the certificate of conversion was filed; and
(3) a statement that the conversion has been terminated in accord-
ance with this section.

KSA 17-78-405. (a) A certificate of conversion shall be signed on behalf
of the converting entity and filed with the secretary of state.
(b) A certificate of conversion shall contain:
(1) The name, jurisdiction of organization and type of the converting
entity;
(2) the name, jurisdiction of organization and type of the converted
entity;
(3) if the certificate of conversion is not to be effective upon filing,
the later date and time on which it will become effective, which may not
be more than 90 days after the date of filing;
(4) if the converting entity is a domestic entity, a statement that the
agreement of conversion was approved in accordance with sections 23
through 28, and amendments thereto, or, if the converting entity is a
foreign entity, a statement that the conversion was approved by the for-
eign converting entity in accordance with the law of its jurisdiction of
organization;
(5) if the converted entity is a domestic filing entity, the text of its
public organic document, as an attachment;
(6) if the converted entity is a domestic limited liability partnership,
the text of its statement of qualification, as an attachment; and
(7) if the converted entity is a foreign entity, a mailing address to
which the secretary of state may send any process served on the secretary
of state pursuant to subsection (e) of section 28, and amendments thereto.
(c) In addition to the requirements of subsection (b), a certificate of
conversion may contain any other provision not prohibited by law.
(d) If the converted entity is a domestic entity, its name and public
organic document, if any, must satisfy the requirements of the law of this
state, except that it does not need to be signed and may omit any provision
that is not required to be included in a restatement of the public organic
document.
(e) An agreement of conversion that is signed on behalf of a domestic
converting entity and meets all of the requirements of subsection (b) may
be filed with the secretary of state instead of a certificate of conversion
and upon filing has the same effect. If an agreement of conversion is filed
as provided in this subsection, references in this act to a certificate of
conversion refer to the agreement of conversion filed under this subsec-
tion.
(f) A certificate of conversion becomes effective upon the date and
time of filing or the later date and time specified in the certificate of
conversion.

KSA 17-78-406. (a) When a conversion becomes effective:
(1) The converted entity is:
(A) Organized under and subject to the organic law of the converted
entity; and
(B) the same entity without interruption as the converting entity;
(2) all property of the converting entity continues to be vested in the
converted entity without assignment, reversion or impairment;
(3) all liabilities of the converting entity continue as liabilities of the
converted entity;
(4) except as provided by law other than this act or the agreement of
conversion, all of the rights, privileges, immunities, powers and purposes
of the converting entity remain in the converted entity;
(5) the name of the converted entity may be substituted for the name
of the converting entity in any pending action or proceeding;
(6) if a converted entity is a filing entity, its public organic document
is effective and is binding on its interest holders;
(7) if the converted entity is a limited liability partnership, its state-
ment of qualification is effective simultaneously;
(8) the private organic rules of the converted entity that are to be in
a record, if any, approved as part of the agreement of conversion are
effective and are binding on and enforceable by:
(A) Its interest holders; and
(B) in the case of a converted entity that is not a corporation, any
other person that is a party to an agreement that is part of the entity’s
private organic rules; and
(9) the interests in the converting entity are converted and the inter-
est holders of the converting entity are entitled only to the rights provided
to them under the agreement of conversion and to any appraisal rights
they have under section 9, and amendments thereto, and the converting
entity’s organic law.
(b) Except as otherwise provided in the organic law or organic rules
of the converting entity, the conversion does not give rise to any rights
that an interest holder, governor or third party would otherwise have upon
a dissolution, liquidation or winding-up of the converting entity.
(c) When a conversion becomes effective, a person that did not have
interest holder liability with respect to the converting entity and that
becomes subject to interest holder liability with respect to a domestic
entity as a result of a conversion has interest holder liability only to the
extent provided by the organic law of the entity and only for those liabil-
ities that arise after the conversion becomes effective.
(d) When a conversion becomes effective:
(1) The conversion does not discharge any interest holder liability
under the organic law of a domestic converting entity to the extent the
interest holder liability arose before the conversion became effective;
(2) a person does not have interest holder liability under the organic
law of a domestic converting entity for any liability that arises after the
conversion becomes effective;
(3) the organic law of a domestic converting entity continues to apply
to the release, collection or discharge of any interest holder liability pre-
served under paragraph (1) as if the conversion had not occurred and the
surviving converted entity were the domestic converting entity; and
(4) a person has whatever rights of contribution from any other per-
son as are provided by the organic law or organic rules of the domestic
converting entity with respect to any interest holder liability preserved
under paragraph (1) as if the conversion had not occurred.
(e) When a conversion becomes effective, a foreign entity that is the
converted entity:
(1) May be served with process in this state for the collection and
enforcement of any of its liabilities; and
(2) irrevocably appoints the secretary of state as its agent to accept
service of process in any such suit or other proceeding. Service of process
shall be made on the foreign entity pursuant to K.S.A. 60-304, and amend-
ments thereto.
(f) If the converting entity is a qualified foreign entity, the certificate
of authority or other foreign qualification of the converting entity is can-
celed when the conversion becomes effective.
(g) A conversion does not require the entity to wind up its affairs and
does not constitute or cause the dissolution of the entity.

KSA 17-78-501. (a) Except as otherwise provided in this section, by
complying with sections 29 through 34, and amendments thereto, a do-
mestic entity may become a domestic entity of the same type in a foreign
jurisdiction if the domestication is authorized by the law of the foreign
jurisdiction.
(b) Except as otherwise provided in this section, by complying with
the provisions of sections 29 through 34, and amendments thereto, ap-
plicable to foreign entities a foreign entity may become a domestic entity
of the same type in this state if the domestication is authorized by the
law of the foreign entity’s jurisdiction of organization.
(c) When the term domestic entity is used in sections 29 through 34,
and amendments thereto, with reference to a foreign jurisdiction, it
means an entity whose internal affairs are governed by the law of the
foreign jurisdiction.
(d) If a protected agreement contains a provision that applies to a
merger of a domestic entity but does not refer to a domestication, the
provision applies to a domestication of the entity as if the domestication
were a merger until the provision is amended after the effective date of
this act.
KSA 17-78-502. (a) A domestic entity may become a foreign entity in
a domestication by approving an agreement of domestication. The agree-
ment shall be in a record and contain:
(1) The name and type of the domesticating entity;
(2) the name and jurisdiction of organization of the domesticated en-
tity;
(3) the manner of converting the interests in the domesticating entity
into interests, securities, obligations, rights to acquire interests or secu-
rities, cash or other property or any combination of the foregoing;
(4) the proposed public organic document of the domesticated entity
if it is a filing entity;
(5) the full text of the private organic rules of the domesticated entity
that are proposed to be in a record;
(6) the other terms and conditions of the domestication; and
(7) any other provision required by the law of this state or the organic
rules of the domesticating entity.
(b) An agreement of domestication may contain any other provision
not prohibited by law.

KSA 17-78-503. (a) An agreement of domestication is not effective un-
less it has been approved:
(1) By a domestic domesticating entity:
(A) In accordance with the requirements, if any, in its organic rules
for approval of a domestication;
(B) if its organic rules do not provide for approval of a domestication,
in accordance with the requirements, if any, in its organic law and organic
rules for approval of:
(i) In the case of an entity that is not a corporation, a merger, as if
the domestication were a merger; or
(ii) in the case of a corporation, a merger requiring approval by a
vote of the interest holders of the corporation, as if the domestication
were that type of merger; or
(C) if neither its organic law nor organic rules provide for approval
of a domestication or a merger described in subparagraph (B), by all of
the interest holders of the entity entitled to vote on or consent to any
matter; and
(2) in a record, by each interest holder of a domestic domesticating
entity that will have interest holder liability for liabilities that arise after
the domestication becomes effective, unless, in the case of an entity that
is not a corporation:
(A) The organic rules of the entity in a record provide for the approval
of a domestication or a merger in which some or all of its interest holders
become subject to interest holder liability by the vote or consent of fewer
than all of the interest holders; and
(B) the interest holder voted for or consented in a record to that
provision of the organic rules or became an interest holder after the adop-
tion of that provision.
(b) A domestication of a foreign domesticating entity is not effective
unless it is approved in accordance with the law of the foreign entity’s
jurisdiction of organization.

KSA 17-78-504. (a) An agreement of domestication of a domestic do-
mesticating entity may be amended:
(1) In the same manner as the agreement was approved, if the agree-
ment does not provide for the manner in which it may be amended; or
(2) by the governors or interest holders of the entity in the manner
provided in the agreement, but an interest holder that was entitled to
vote on or consent to approval of the domestication is entitled to vote on
or consent to any amendment of the agreement that will change:
(A) The amount or kind of interests, securities, obligations, rights to
acquire interests or securities, cash or other property, or any combination
of the foregoing, to be received by any of the interest holders of the
domesticating entity under the agreement;
(B) the public organic document or private organic rules of the do-
mesticated entity that will be in effect immediately after the domestica-
tion becomes effective, except for changes that do not require approval
of the interest holders of the domesticated entity under its organic law
or organic rules; or
(C) any other terms or conditions of the agreement, if the change
would adversely affect the interest holder in any material respect.
(b) After an agreement of domestication has been approved by a do-
mestic domesticating entity and before a certificate of domestication be-
comes effective, the agreement may be terminated:
(1) As provided in the agreement; or
(2) unless prohibited by the agreement, in the same manner as the
agreement was approved.
(c) If an agreement of domestication is terminated after a certificate
of domestication has been filed with the secretary of state and before the
filing becomes effective, a certificate of termination, signed on behalf of
the entity, shall be filed with the secretary of state before the time the
certificate of domestication becomes effective. The certificate of termi-
nation takes effect upon filing and the domestication is terminated and
does not become effective. The certificate of termination shall contain:
(1) The name of the domesticating entity;
(2) the date on which the certificate of domestication was filed; and
(3) a statement that the domestication has been terminated in ac-
cordance with this section.

KSA 17-78-505. (a) A certificate of domestication shall be signed on
behalf of the domesticating entity and filed with the secretary of state.
(b) A certificate of domestication shall contain:
(1) The name, jurisdiction of organization and type of the domesti-
cating entity;
(2) the name and jurisdiction of organization of the domesticated en-
tity;
(3) if the certificate of domestication is not to be effective upon filing,
the later date and time on which it will become effective, which may not
be more than 90 days after the date of filing;
(4) if the domesticating entity is a domestic entity, a statement that
the agreement of domestication was approved in accordance with sections
29 through 34, and amendments thereto, or, if the domesticating entity
is a foreign entity, a statement that the domestication was approved in
accordance with the law of its jurisdiction of organization;
(5) if the domesticated entity is a domestic filing entity, its public
organic document, as an attachment;
(6) if the domesticated entity is a domestic limited liability partner-
ship, its statement of qualification, as an attachment; and
(7) if the domesticated entity is a foreign entity, a mailing address to
which the secretary of state may send any process served on the secretary
of state pursuant to subsection (e) of section 34, and amendments thereto.
(c) In addition to the requirements of subsection (b), a certificate of
domestication may contain any other provision not prohibited by law.
(d) If the domesticated entity is a domestic entity, its name and public
organic document, if any, must satisfy the requirements of the law of this
state, except that it does not need to be signed and may omit any provision
that is not required to be included in a restatement of the public organic
document.
(e) An agreement of domestication that is signed on behalf of a do-
mesticating domestic entity and meets all of the requirements of subsec-
tion (b) may be filed with the secretary of state instead of a certificate of
domestication and upon filing has the same effect. If an agreement of
domestication is filed as provided in this subsection, references in this act
to a certificate of domestication refer to the agreement of domestication
filed under this subsection.
(f) A certificate of domestication becomes effective upon the date
and time of filing or the later date and time specified in the certificate of
domestication.

KSA 17-78-506. (a) When a domestication becomes effective:
(1) The domesticated entity is:
(A) Organized under and subject to the organic law of the domesti-
cated entity; and
(B) the same entity without interruption as the domesticating entity;
(2) all property of the domesticating entity continues to be vested in
the domesticated entity without assignment, reversion or impairment;
(3) all liabilities of the domesticating entity continue as liabilities of
the domesticated entity;
(4) except as provided by law other than this act or the agreement of
domestication, all of the rights, privileges, immunities, powers and pur-
poses of the domesticating entity remain in the domesticated entity;
(5) the name of the domesticated entity may be substituted for the
name of the domesticating entity in any pending action or proceeding;
(6) if the domesticated entity is a filing entity, its public organic doc-
ument is effective and is binding on its interest holders;
(7) if the domesticated entity is a limited liability partnership, its
statement of qualification is effective simultaneously;
(8) the private organic rules of the domesticated entity that are to be
in a record, if any, approved as part of the agreement of domestication
are effective and are binding on and enforceable by:
(A) Its interest holders; and
(B) in the case of a domesticated entity that is not a corporation, any
other person that is a party to an agreement that is part of the domesti-
cated entity’s private organic rules; and
(9) the interests in the domesticating entity are converted to the ex-
tent and as approved in connection with the domestication and the in-
terest holders of the domesticating entity are entitled only to the rights
provided to them under the agreement of domestication and to any ap-
praisal rights they have under section 9, and amendments thereto, and
the domesticating entity’s organic law.
(b) Except as otherwise provided in the organic law or organic rules
of the domesticating entity, the domestication does not give rise to any
rights that an interest holder, governor or third party would otherwise
have upon a dissolution, liquidation or winding-up of the domesticating
entity.
(c) When a domestication becomes effective, a person that did not
have interest holder liability with respect to the domesticating entity and
that becomes subject to interest holder liability with respect to a domestic
entity as a result of the domestication has interest holder liability only to
the extent provided by the organic law of the entity and only for those
liabilities that arise after the domestication becomes effective.
(d) When a domestication becomes effective:
(1) The domestication does not discharge any interest holder liability
under the organic law of a domesticating domestic entity to the extent
the interest holder liability arose before the domestication became effec-
tive;
(2) a person does not have interest holder liability under the organic
law of a domestic domesticating entity for any liability that arises after
the domestication becomes effective;
(3) the organic law of a domestic domesticating entity continues to
apply to the release, collection or discharge of any interest holder liability
preserved under paragraph (1) as if the domestication had not occurred
and the domesticated entity were the domestic domesticating entity; and
(4) a person has whatever rights of contribution from any other per-
son as are provided by the organic law or organic rules of a domestic
domesticating entity with respect to any interest holder liability preserved
under paragraph (1) as if the domestication had not occurred.
(e) When a domestication becomes effective, a domesticated entity
that is a foreign entity:
(1) May be served with process in this state for the collection and
enforcement of any of its liabilities; and
(2) irrevocably appoints the secretary of state as its agent to accept
service of process in any such suit or other proceeding. Service of process
shall be made on the foreign entity pursuant to K.S.A. 60-304, and amend-
ments thereto.
(f) If the domesticating entity is a qualified foreign entity, the certif-
icate of authority or other foreign qualification of the domesticating entity
is canceled when the domestication becomes effective.
(g) A domestication does not require the entity to wind up its affairs
and does not constitute or cause the dissolution of the entity.

KSA 17-78-601. (a) When any provision of this act requires any instru-
ment to be filed with the secretary of state, such instrument shall be filed
in accordance with this section:
(1) The document shall contain the information required by this act;
(2) the document shall be in a record;
(3) the document shall be in the English language, but the name of
an entity need not be in English if written in English letters or Arabic or
Roman numerals;
(4) the document shall be signed:
(A) By an officer of a domestic or foreign corporation;
(B) by a person authorized by a domestic or foreign entity that is not
a corporation; or
(C) if the entity is in the hands of a receiver, trustee or other court-
appointed fiduciary, by that person;
(5) the instrument shall state the name and capacity of the person
that signed it.
(6) any signature on instruments authorized to be filed with the sec-
retary of state under this act may be a facsimile, a conformed signature
or an electronically transmitted signature. The execution of any instru-
ment required to be filed with the secretary of state shall constitute an
oath or affirmation, under the penalties of perjury, that the facts stated
in the instrument are true; and
(7) the instrument shall be delivered to the office of the secretary of
state for filing. Delivery may be made by electronic transmission if and
to the extent permitted by the secretary of state.
(b) When a document is delivered to the office of the secretary of
state for filing, the correct filing fee and any tax, fee or penalty required
to be paid by this act or other law shall be paid. The secretary of state
shall establish by rule and regulation the filing fees for instruments filed
pursuant to this act.
(c) Upon delivery of the instrument and upon tender of the required
fees and any taxes:
(1) 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 record the endorsed instrument in an
electronic medium; and
(2) the secretary of state shall return a certified copy of the recorded
instrument.
(d) Any instrument filed in accordance with this section shall be ef-
fective upon its filing date unless a later effective date, not to exceed 90
days from the date of filing, was specified in the instrument.
(e) If any instrument authorized to be filed with the secretary of state
is filed and is inaccurately, defectively or erroneously executed or oth-
erwise defective in any respect, the secretary of state shall not be liable
to any person for the preclearance for filing, the acceptance for filing or
the filing and indexing such instrument.
(f) Whenever a provision of this act permits any of the terms of an
agreement or a filed document to be dependent on facts objectively as-
certainable outside the agreement or filed document, the following rules
apply:
(1) The manner in which the facts will operate upon the terms of the
agreement or filed document must be set forth in the agreement or filed
document;
(2) the facts may include, but are not limited to:
(A) Any of the following that is available in a nationally recognized
news or information medium either in print or electronically, statistical
or market indices, market prices of any security or group of securities,
interest rates, currency exchange rates or similar economic or financial
data;
(B) a determination or action by any person or body, including the
entity or any other party to an agreement or filed document; or
(C) the terms of, or actions taken under, an agreement to which the
entity is a party or any other agreement or document;
(3) in this subsection, ‘‘filed document’’ means a document filed with
the secretary of state under this act. The following provisions of an agree-
ment or filed document may not be made dependent on facts outside the
agreement or filed document:
(A) The name and address of any person required in a filed docu-
ment;
(B) the registered office of any entity required in a filed document;
(C) the resident agent of any entity required in a filed document;
(D) the number of authorized shares and designation of each class
or series of shares of a corporation;
(E) the effective date of a filed document; and
(F) any required statement in a filed document of the manner in
which that approval was given;
(5) if a provision of a filed document is made dependent on a fact
ascertainable outside of the filed document and that fact is not ascertain-
able by reference to a source described in subsection (c)(2)(A) or a doc-
ument that is a matter of public record, or if the affected interest holders
have not received notice of the fact from the entity, the entity shall file
with the secretary of state a certificate of amendment setting forth the
fact promptly after the fact referred to is first ascertainable or thereafter
changes.

KSA 17-78-602. The secretary of state may prescribe and furnish on
request forms for documents required or permitted to be filed by this act
but their use is not mandatory.

KSA 17-78-603. (a) A domestic or foreign entity may correct an instru-
ment filed with the secretary of state if:
(1) The document contains an inaccuracy; or
(2) the document was defectively signed.
(b) An instrument is corrected by filing with the secretary of state a
certificate of correction that:
(1) Describes the instrument to be corrected and states its filing date
or has attached a copy of the instrument;
(2) specifies the inaccuracy or defect to be corrected; and
(3) corrects the inaccuracy or defect.
(c) In lieu of filing a certificate of correction, the instrument may be
corrected by filing with the secretary of state a corrected instrument. The
corrected instrument shall be specifically designated as such in its head-
ing, shall specify the inaccuracy or defect to be corrected, and shall set
forth the entire instrument in corrected form.
(d) A correction is effective on the effective date of the instrument
it corrects except as to persons relying on the uncorrected instrument
and adversely affected by the correction. As to those persons, the correc-
tion is effective when filed.

KSA 17-78-604. A certified copy of the instrument from the secretary
of state conclusively establishes that the original instrument is on file with
the secretary of state.

KSA 17-78-605. In applying and construing this act, consideration must
be given to the need to promote consistency of the law with respect to
its subject matter among states that enact it.

KSA 17-78-606. This act modifies, limits and supersedes the federal
electronic signatures in global and national commerce act 15 U.S.C. §
7001, et seq., but does not modify, limit or supersede section 101(c) of
that act 15 U.S.C. § 7001(c) or authorize electronic delivery of any of the
notices described in section 103(b) of that act 15 U.S.C. § 7003(b).

KSA 17-78-607. This act does not affect an action or proceeding com-
menced or right accrued before the effective date of this act.

Sec. 43. K.S.A. 17-7675 is hereby amended to read as follows: 17-
7675. Articles of organization shall be canceled upon the dissolution and
the completion of winding up of a limited liability company, or as provided
in subsection (d) of K.S.A. 17-7666, and amendments thereto, or K.S.A.
17-76,139, and amendments thereto, or upon the filing of a certificate of
merger or consolidation if the limited liability company is not the surviv-
ing or resulting entity in a merger or consolidation, or upon the conversion
of a domestic limited liability company approved in accordance with
K.S.A. 17-7685, and amendments thereto, by filing. A certificate of can-
cellation shall be filed with the secretary of state to accomplish the can-
cellation of articles of organization upon the dissolution and the comple-
tion of winding up of a limited liability company or upon the conversion
of a domestic limited liability company approved in accordance with
K.S.A. 17-7685, and amendments thereto, and which. The certificate shall
set forth:
(a) The name of the limited liability company;
(b) the reason for filing the certificate of cancellation;
(c) the future effective date or time (, which shall be a date or time
certain not later than 90 days after the date of filing) of cancellation if it
is not to be effective upon the filing of the certificate; and
(d) any other information the person filing the certificate of cancel-
lation determines.
Sec. 44. K.S.A. 17-7681 is hereby amended to read as follows: 17-
7681. (a) Pursuant to an agreement of merger or consolidation, a domestic
limited liability company may merge or consolidate with or into one or
more limited liability companies formed under the laws of this state or
any other state, with such limited liability company as the agreement shall
provide being the surviving or resulting limited liability company. Unless
otherwise provided in the limited liability company operating agreement,
a merger or consolidation shall be approved by each domestic limited
liability company which is to merge or consolidate by the members, or if
there is more than one class or group of members, then by each class or
group of members, in either case, by the affirmative vote or consent of
not less than a majority in interest of the remaining members. In con-
nection with a merger or consolidation hereunder, rights or securities of,
or interests in, a domestic limited liability company which is a constituent
party to the merger or consolidation may be exchanged for or converted
into cash, property, rights or securities of, or interests in, the surviving or
resulting limited liability company or, in addition to or in lieu thereof,
may be exchanged for or converted into cash, property, rights or securities
of, or interests in, a limited liability company which is not the surviving
or resulting limited liability company in the merger or consolidation. Not-
withstanding prior approval, an agreement of merger or consolidation
may be terminated or amended pursuant to a provision for such termi-
nation or amendment contained in the agreement of merger or consoli-
dation.
(b) The limited liability company surviving or resulting in or from the
merger or consolidation shall file a certificate of merger or consolidation
with the secretary of state. The certificate of merger or consolidation shall
state:
(1) The name and jurisdiction of formation or organization of each
of the limited liability companies which is to merge or consolidate;
(2) that an agreement of merger or consolidation has been approved
and executed by each of the limited liability companies which is to merge
or consolidate;
(3) the name of the surviving or resulting limited liability company;
(4) the future effective date or time of the merger or consolidation
SENATE BILL No. 132—page 20
if it is not to be effective upon the filing of the certificate of merger or
consolidation, which date shall, in no event, exceed 90 days after the date
the certificate is filed in the secretary of state’s office;
(5) that the agreement of merger or consolidation is on file at a place
of business of the surviving or resulting limited liability company, and
shall state the address thereof;
(6) that a copy of the agreement of merger or consolidation will be
furnished by the surviving or resulting limited liability company, on re-
quest and without cost, to any member of any limited liability company
which is to merge or consolidate; and
(7) if the surviving or resulting entity is not a domestic limited liability
company, a statement that such surviving entity agrees that it may be
served with process in the state of Kansas in any action, suit or proceeding
for the enforcement of any obligation of any domestic limited liability
company which is to merge or consolidate, irrevocably appointing the
secretary of state as its agent to accept service of process in any such
action, suit or proceeding and specifying the address to which a copy of
such process shall be mailed to it by the secretary of state.
(c) Unless a future effective date or time is provided in a certificate
of merger or consolidation, in which event a merger or consolidation shall
be effective at any such future effective date or time, a merger or con-
solidation shall be effective upon the filing with the secretary of state of
a certificate of merger or consolidation. If a certificate of merger or con-
solidation provides for a future effective date or time and if an agreement
of merger or consolidation is amended to change the future effective date
or time, or to change any other matter described in the certificate of
merger or consolidation so as to make the certificate of merger or con-
solidation false in any material respect, as permitted by subsection (b) of
this section prior to the future effective date or time, the certificate of
merger or consolidation shall be amended by the filing of a certificate of
amendment of a certificate of merger or consolidation which shall identify
the certificate of merger or consolidation and the agreement of merger
or consolidation which has been amended and shall state that the agree-
ment of merger or consolidation has been amended and shall set forth
the amendment to the certificate of merger or consolidation. If a certif-
icate of merger or consolidation provides for a future effective date or
time and if an agreement of merger or consolidation is terminated as
permitted by subsection (a) of this section prior to the future effective
date or time, the certificate of merger or consolidation shall be terminated
by the filing of a certificate of termination of a merger or consolidation
which shall identify the certificate of merger or consolidation and the
agreement of merger or consolidation which has been terminated and
shall state that the agreement of merger or consolidation has been ter-
minated.
(d) A certificate of merger or consolidation shall act as a certificate
of cancellation for a domestic limited liability company which is not the
surviving or resulting entity in the merger or consolidation.
(e) An agreement of merger or consolidation approved in accordance
with subsection (a) of this section may:
(1) Effect any amendment to the operating agreement; or
(2) effect the adoption of a new operating agreement.
Any amendment to an operating agreement or adoption of a new op-
erating agreement made pursuant to the foregoing provision shall be ef-
fective at the effective time or date of the merger or consolidation. The
provisions of this subsection shall not be construed to limit the accom-
plishment of a merger or of any of the matters referred to herein by any
other means provided for in an operating agreement or other agreement
or as otherwise permitted by law, including that the operating agreement
of any constituent limited liability company to the merger or consolidation
(including a limited liability company formed for the purpose of consum-
mating a merger or consolidation) shall be the operating agreement of
the surviving or resulting limited liability company.
(f) When any merger or consolidation shall have become effective
under this section, for all purposes of the laws of the state of Kansas, all
of the rights, privileges and powers of each of the limited liability com-
panies that have merged or consolidated, and all property, real, personal
and mixed, and all debts due to any of the limited liability companies, as
well as all other things and causes of action belonging to each of such
SENATE BILL No. 132—page 21
limited liability companies, shall be vested in the surviving or resulting
limited liability company, and shall thereafter be the property of the sur-
viving or resulting limited liability company as they were of each of the
limited liability companies that have merged or consolidated, and the title
to any real property vested by deed or otherwise, under the laws of the
state of Kansas, in any of such limited liability companies, shall not revert
or be in any way impaired by reason of this section, but all rights of
creditors and all liens upon any property of any of the limited liability
companies shall be preserved unimpaired, and all debts, liabilities and
duties of each of the limited liability companies that have merged or
consolidated shall thenceforth attach to the surviving or resulting limited
liability company and may be enforced against it to the same extent as if
the debts, liabilities and duties had been incurred or contracted by it.
Unless otherwise agreed, a merger or consolidation of a limited liability
company, including a limited liability company which is not the surviving
or resulting entity in the merger or consolidation, shall not require such
limited liability company to wind up its affairs under K.S.A. 17-76,118,
and amendments thereto or pay its liabilities and distribute its assets un-
der K.S.A. 17-76,119, and amendments thereto.
(g) A limited liability company may merge or consolidate with or into
one or more corporations, business trusts or associations, real estate in-
vestment trusts, common-law trusts, or any other unincorporated busi-
ness, including a partnership (whether general, limited or a registered
limited liability partnership), in accordance with the provisions of K.S.A.
17-7701, and amendments thereto any other entity in accordance with
the business entity transactions act, section 1 et seq., and amendments
thereto.
Sec. 45. K.S.A. 56a-401 is hereby amended to read as follows: 56a-
401. (a) Each partner is deemed to have an account that is:
(1) Credited with an amount equal to the money plus the value of
any other property, net of the amount of any liabilities, the partner con-
tributes to the partnership and the partner’s share of the partnership
profits; and
(2) charged with an amount equal to the money plus the value of any
other property, net of the amount of any liabilities, distributed by the
partnership to the partner and the partner’s share of the partnership
losses.
(b) Each partner is entitled to an equal share of the partnership
profits and is chargeable with a share of the partnership losses in pro-
portion to the partner’s share of the profits.
(c) A partnership shall reimburse a partner for payments made and
indemnify a partner for liabilities incurred by the partner in the ordinary
course of the business of the partnership or for the preservation of its
business or property.
(d) A partnership shall reimburse a partner for an advance to the
partnership beyond the amount of capital the partner agreed to contrib-
ute.
(e) A payment or advance made by a partner which gives rise to a
partnership obligation under subsection (c) or (d) constitutes a loan to
the partnership which accrues interest from the date of the payment or
advance.
(f) Each partner has equal rights in the management and conduct of
the partnership business.
(g) A partner may use or possess partnership property only on behalf
of the partnership.
(h) A partner is not entitled to remuneration for services performed
for the partnership, except for reasonable compensation for services ren-
dered in winding up the business of the partnership.
(i) Except as provided in the business entity transactions act, section
1 et seq., and amendments thereto, a person may become a partner only
with the consent of all of the partners.
(j) A difference arising as to a matter in the ordinary course of busi-
ness of a partnership may be decided by a majority of the partners. An
act outside the ordinary course of business of a partnership and an amend-
ment to the partnership agreement may be undertaken only with the
consent of all of the partners.
SENATE BILL No. 132—page 22
(k) This section does not affect the obligations of a partnership to
other persons under K.S.A. 56a-301, and amendments thereto.
Sec. 46. K.S.A. 56a-502 is hereby amended to read as follows: 56a-
502. Except as provided in the business entity transactions act, section 1
et seq., and amendments thereto, the only transferable interest of a part-
ner in the partnership is the partner’s share of the profits and losses of
the partnership and the partner’s right to receive distributions. The in-
terest of a partner is personal property.
Sec. 47. K.S.A. 56a-905 is hereby amended to read as follows: 56a-
905. (a) Pursuant to a plan of merger approved as provided in subsection
(c), a partnership may be merged with one or more partnerships or lim-
ited partnerships.
(b) The plan of merger must set forth:
(1) The name of each partnership or limited partnership that is a
party to the merger;
(2) the name of the surviving entity partnership into which the other
partnerships or limited partnerships will merge;
(3) whether the surviving entity is a partnership or a limited partner-
ship and the status of each partner;
(4) the terms and conditions of the merger;
(5) (4) the manner and basis of converting the interests of each party
to the merger into interests or obligations of the surviving entity part-
nership, or into money or other property in whole or part; and
(6) (5) the street address of the surviving entity’s partnership’s prin-
cipal office.
(c) The plan of merger must be approved:
(1) In the case of a partnership that is a party to the merger, by all
of the partners, or a number or percentage specified for merger in the
partnership agreement; and
(2) in the case of a limited partnership that is a party to the merger,
by the vote required for approval of a merger by the law of the state or
foreign jurisdiction in which the limited partnership is organized and, in
the absence of such a specifically applicable law, by all of the partners,
notwithstanding a provision to the contrary in the partnership agreement.
(d) After a plan of merger is approved and before the merger takes
effect, the plan may be amended or abandoned as provided in the plan.
(e) The merger takes effect on the later of:
(1) The approval of the plan of merger by all parties to the merger,
as provided in subsection (c);
(2) (1) The filing of all documents required by law to be filed as a
condition to the effectiveness of the merger; or
(3) (2) any effective date specified in the plan of merger.
(f) A merger in which a partnership and another form of entity are
parties is governed by the business entity transactions act, section 1 et
seq., and amendments thereto.
Sec. 48. K.S.A. 56a-906 is hereby amended to read as follows: 56a-
906. (a) When a merger takes effect:
(1) The separate existence of every partnership or limited partnership
that is a party to the merger, other than the surviving entity, ceases;
(2) all property owned by each of the merged partnerships or limited
partnerships vests in the surviving entity partnership;
(3) all obligations of every partnership or limited partnership that is
a party to the merger become are the obligations of the surviving entity;
and partnership;
(4) an action or proceeding pending against a partnership or limited
partnership that is a party to the merger may be continued as if the merger
had not occurred, or the surviving entity partnership may be substituted
as a party to the action or proceeding.; and
(5) if the plan of merger provides for a person to become a partner
in a surviving domestic partnership, the person becomes a partner without
the need for the consent that would otherwise be required by subsection
(i) of K.S.A. 56a-401, and amendments thereto.
(b) The secretary of state of this state is the agent for service of pro-
cess in an action or proceeding against a surviving foreign partnership or
limited partnership to enforce an obligation of a domestic partnership or
limited partnership that is a party to a merger. The surviving entity shall
promptly notify the secretary of state of the mailing address of its principal
SENATE BILL No. 132—page 23
office and of any change of address. Service of process shall be made in
the manner prescribed by K.S.A. 60-304, and amendments thereto.
(c) A partner of the surviving partnership or limited partnership is
liable for:
(1) All obligations of a party to the merger for which the partner was
personally liable before the merger;
(2) all other obligations of the surviving entity partnership incurred
before the merger by a party to the merger, but those obligations may be
satisfied only out of property of the entity partnership; and
(3) except as otherwise provided in K.S.A. 56a-306, and amendments
thereto, all obligations of the surviving entity partnership incurred after
the merger takes effect, but those obligations may be satisfied only out
of property of the entity if the partner is a limited partner.
(d) Except as provided in K.S.A. 56a-306, and amendments thereto,
if the obligations incurred before the merger by a party to the merger
are not satisfied out of the property of the surviving partnership or limited
partnership, the general partners of that party immediately before the
effective date of the merger shall contribute the amount necessary to
satisfy that party’s obligations to the surviving entity partnership, in the
manner provided in K.S.A. 56a-807 or in the limited partnership act of
the jurisdiction in which the party was formed, and amendments thereto,
as the case may be, as if the merged party were dissolved.
(e) A partner of a party to a merger who does not become is not a
partner of the surviving partnership or limited partnership is dissociated
from the entity partnership, of which that partner was a partner, as of
the date the merger takes effect. The surviving entity shall cause the
partner’s interest in the entity to be purchased under K.S.A. 56a-701 or
another statute specifically applicable to that partner’s interest with re-
spect to a merger. The surviving entity A surviving domestic partnership
is bound under K.S.A. 56a-702, and amendments thereto, by an act of a
general partner dissociated under this subsection, and the partner is liable
under K.S.A. 56a-703, and amendments thereto, for transactions entered
into by the surviving entity partnership after the merger takes effect.
Sec. 49. K.S.A. 56a-907 is hereby amended to read as follows: 56a-
907. (a) After a merger, the surviving partnership or limited partnership
may file a statement that one or more partnerships or limited partnerships
the parties to the merger have merged into the surviving entity partner-
ship.
(b) A statement of merger must contain:
(1) The name of each partnership or limited partnership that is a
party to the merger;
(2) the name of the surviving entity partnership into which the other
partnerships or limited partnership were merged; and
(3) the street address of the surviving entity’s partnership’s principal
office and of an office in this state, if any; and
(4) whether the surviving entity is a partnership or a limited partner-
ship.
(c) Except as otherwise provided in subsection (d), for the purposes
of K.S.A. 56a-302, and amendments thereto, property of the surviving
partnership or limited partnership which that before the merger was held
in the name of another party to the merger is property held in the name
of the surviving entity partnership upon filing a statement of merger.
(d) For the purposes of K.S.A. 56a-302, and amendments thereto, real
property of the surviving partnership or limited partnership which that
before the merger was held in the name of another party to the merger
is property held in the name of the surviving entity partnership upon
recording a certified copy of the statement of merger in the office for
recording transfers of that real property.
(e) A filed and, if appropriate, recorded statement of merger, exe-
cuted and declared to be accurate pursuant to subsection (c) of K.S.A.
56a-105, and amendments thereto, stating the name of a partnership or
limited partnership that is a party to the merger in whose name property
was held before the merger and the name of the surviving entity part-
nership, but not containing all of the other information required by sub-
section (b), operates with respect to the partnerships or limited partner-
ships named to the extent provided in subsections (c) and (d).
Sec. 50. K.S.A. 56a-908 is hereby amended to read as follows: 56a-
SENATE BILL No. 132—page 24
908. This article is K.S.A. 56a-901 through 56a-908, and amendments
thereto, are not exclusive. Partnerships or limited partnerships may be
converted or merged in any other manner provided by law.
Sec. 51. K.S.A. 17-7675, 17-7681, 17-7684, 17-7685, 17-7701, 17-
7702, 17-7703, 17-7704, 17-7705, 17-7706, 17-7707, 17-7708, 17-7709,
56a-401, 56a-502, 56a-901, 56a-902, 56a-903, 56a-904, 56a-905, 56a-906,
56a-907 and 56a-908 are hereby repealed.
Sec. 52. This act shall take effect and be in force from and after July
1, 2010, and its publication in the statute book.
I hereby certify that the above BILL originated in the
SENATE, and passed that body
SENATE concurred in
HOUSE amendments
President of the Senate.
Secretary of the Senate.
Passed the HOUSE
as amended
Speaker of the House.
Chief Clerk of the House.
APPROVED
Governor.