Kansas § 17-78-503 Approval of domestication

Kansas Statutes

§ 17-78-503 — Approval of domestication

Kansas § 17-78-503

Ch. 17CORPORATIONS

Art. 78BUSINESS ENTITY TRANSACTIONS ACT

This text of Kansas § 17-78-503 (Approval of domestication) is published on Counsel Stack Legal Research, covering Kansas primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Kan. Stat. Ann. § 17-78-503 (2026).

Text

(a)An agreement of domestication is not effective unless 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

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(a) An agreement of domestication is not effective unless 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 adoption 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.