DISSOLUTION AND DISPOSITION OF CORPORATE ASSETS

K.S.A. ch. 17, art. 68

in effect

K.S.A. 17-6801 Sale, lease or exchange of assets; consideration; procedure; abandonment of proposed sale, lease or exchange.

17-6801. Sale, lease or exchange of assets; consideration; procedure; abandonment of proposed sale, lease or exchange. (a) Every corporation may at any meeting of its board of directors or governing body sell, lease or exchange all or substantially all of its property and assets, including its goodwill and its corporate franchises, upon such terms and conditions and for such consideration, which may consist in whole or in part of money or other property, including shares of stock in, and other securities of, any other corporation or corporations, as its board of directors or governing body deems expedient and for the best interests of the corporation, when and as authorized by a resolution adopted at a meeting duly called upon at least 20 days' notice as follows: (1) By the holders of a majority of the outstanding stock of the corporation entitled to vote thereon; (2) in the case of nonstock corporations, other than those corporations that are the subject of the next paragraph, by a majority of the members entitled to vote for the election of the members of the governing body and any other members entitled to vote thereon under the articles of incorporation or the bylaws of such corporation; or (3) in the case of nonprofit nonstock corporations, other than a nonprofit dental service corporation organized and operated under the nonprofit dental service corporation act, K.S.A. 40-19a01 et seq., and amendments thereto, by a majority of the members entitled to vote for the election of the members of the governing body of the corporation and any other members entitled to vote thereon under the articles of incorporation or the bylaws of such corporation voting at such meeting. The notice of the meeting shall state that such a resolution will be considered. (b) Notwithstanding authorization or consent to a proposed sale, lease or exchange of a corporation's property and assets by the stockholders or members, the board of directors or governing body may abandon such proposed sale, lease or exchange without further action by the stockholders or members, subject to the rights, if any, of third parties under any contract relating thereto. (c) For purposes of this section only, the property and assets of the corporation include the property and assets of any subsidiary of the corporation. As used in this subsection, "subsidiary" means any entity wholly owned and controlled, directly or indirectly, by the corporation and includes, without limitation, corporations, partnerships, limited partnerships, limited liability partnerships, limited liability companies and statutory trusts. Notwithstanding subsection (a), except to the extent the articles of incorporation otherwise provide, no resolution by stockholders or members shall be required for a sale, lease or exchange of property and assets of the corporation to a subsidiary. L. 1972, ch. 52, § 91; L. 1973, ch. 100, § 10; L. 2004, ch. 143, § 57; L. 2016, ch. 110, § 78; July 1. Source or Prior Law: 17-3801; 8 Del. C. § 271. Cross References to Related Sections: Power of corporation to dispose of property and assets, see 17-6102(4). Power of corporation with respect to securities of other corporations, see 17-6103. Powers of corporation with respect to its own shares of stock, see 17-6410. Reorganization of corporation under U.S. statute, see 17-6913. Effect of transfer or sale of assets, properties or rights of corporation on the liability of the corporation or its stockholders, directors or officers, see 17-7103. Defense of usury not available to corporation in enforcing payment of any bond, note or other evidence of indebtedness, see 17-7105. Law Review and Bar Journal References: "The Kansas Corporation Code of 1972," William E. Treadway, 40 J.B.A.K. 301, 347 (1971). "Close Corporations and the Kansas General Corporation Code of 1972," Edwin W. Hecker, Jr., 22 K.L.R. 489, 505 (1974). Attorney General's Opinions: Merger or consolidation of domestic nonstock corporations; credit unions. 95-53.

K.S.A. 17-6802 Mortgage or pledge of assets.

17-6802. Mortgage or pledge of assets. The authorization or consent of stockholders to the mortgage or pledge of a corporation's property and assets shall not be necessary, except to the extent that the articles of incorporation otherwise provide. L. 1972, ch. 52, § 92; July 1. Source or Prior Law: 8 Del. C. § 272. Cross References to Related Sections: Power of corporation to mortgage or pledge its assets, see 17-6102(4). Power of corporation with respect to securities of other corporations, see 17-6103. Power of corporation to pledge its own shares of stock, see 17-6410. Power of corporation surviving or resulting from a merger or consolidation to mortgage property and assets, see 17-6710. Reorganization of corporation under U.S. statute, see 17-6913. Defense of usury not available to corporation in enforcing payment of any bond, note or other evidence of indebtedness, see 17-7105. Law Review and Bar Journal References: "Close Corporations and the Kansas General Corporation Code of 1972," Edwin W. Hecker, Jr., 22 K.L.R. 489, 505 (1974).

K.S.A. 17-6803 Dissolution prior to issuing shares or commencing business; procedure.

17-6803. Dissolution prior to issuing shares or commencing business; procedure. If a corporation has not issued shares or has not commenced the business for which the corporation was organized, a majority of the incorporators, or, if directors were named in the articles of incorporation or have been elected, a majority of the directors, may surrender all of the corporation's rights and franchises by filing in the office of the secretary of state a certificate, executed by a majority of the incorporators or directors, stating that: (a) No shares of stock have been issued or that the business or activity for which the corporation was organized has not been begun; (b) no part of the capital of the corporation has been paid or, if some capital has been paid, that the amount actually paid in for the corporation's shares, less any part thereof disbursed for necessary expenses, has been returned to those entitled thereto; (c) if the corporation has begun business but it has not issued shares, all debts of the corporation have been paid; (d) if the corporation has not begun business but has issued stock certificates, all issued stock certificates, if any, have been surrendered and canceled; and (e) all rights and franchises of the corporation are surrendered. Upon such certificate becoming effective in accordance with K.S.A. 17-7911 , and amendments thereto, the corporation shall be dissolved. L. 1972, ch. 52, § 93; L. 2000, ch. 39, § 36; L. 2016, ch. 110, § 79; July 1. Source or Prior Law: 17-3601; 8 Del. C. § 274. Cross References to Related Sections: Nature of corporate business or purposes, see 17-6002(a)(3). Commencement of corporate existence, see 17-6006. Power of corporation to wind up its affairs and dissolve itself, see 17-6102(7). Dissolution procedure, see 17-6804. Dissolution of nonstock corporation, see 17-6805. Continuation of corporate existence after dissolution, see 17-6807. Receivers for dissolved corporation, see 17-6808 through 17-6810. Effect of dissolution on pending action, see 17-6811. Revocation or forfeiture of articles of incorporation by district court, see 17-6812, 17-6813. Revocation of voluntary dissolution, see 17-7001. Fee for filing certificate of dissolution, see 17-7506.

K.S.A. 17-6804 Dissolution; procedure; corporations having only two equal stockholders.

17-6804. Dissolution; procedure; corporations having only two equal stockholders. (a) If it should be deemed advisable in the judgment of the board of directors of any corporation that it should be dissolved, the board, after the adoption of a resolution to that effect by a majority of the whole board at any meeting called for that purpose, shall cause notice of the adoption of the resolution and of a meeting of stockholders to take action upon the resolution to be given to each stockholder entitled to vote thereon as of the record date for determining the stockholders entitled to notice of the meeting. (b) At the meeting a vote shall be taken upon the proposed dissolution. If a majority of the outstanding stock of the corporation entitled to vote thereon shall vote for the proposed dissolution, a certificate of dissolution shall be filed with the secretary of state pursuant to subsection (d). (c) Dissolution of a corporation may also be authorized without action of the directors if all the stockholders entitled to vote thereon shall consent in writing and a certificate of dissolution shall be filed with the secretary of state pursuant to subsection (d). (d) If dissolution is authorized in accordance with this section, a certificate of dissolution shall be executed and filed, and shall become effective, in accordance with K.S.A. 17-7908 through 17-7911 , and amendments thereto. Such certificate of dissolution shall set forth: (1) The name of the corporation; (2) the date dissolution was authorized; (3) that the dissolution has been authorized by the board of directors and stockholders of the corporation, in accordance with subsections (a) and (b), or that the dissolution has been authorized by all of the stockholders of the corporation entitled to vote on a dissolution, in accordance with subsection (c); and (4) the names and postal addresses of the directors and officers of the corporation. (e) The resolution authorizing a proposed dissolution may provide that notwithstanding authorization or consent to the proposed dissolution by the stockholders, or the members of a nonstock corporation pursuant to K.S.A. 17-6805 , and amendments thereto, the board of directors or governing body may abandon such proposed dissolution without further action by the stockholders or members. (f) Upon a certificate of dissolution becoming effective in accordance with K.S.A. 17-7911 , and amendments thereto, the corporation shall be dissolved. (g) (1) If the stockholders of a corporation having only two stockholders, each of which owns 50% of the stock therein, are unable to agree upon the desirability of dissolving the corporation and disposing of the corporate assets, either stockholder may file with the district court a petition stating that such stockholder desires to dissolve the corporation and to dispose of the assets thereof in accordance with a plan to be agreed upon by both stockholders. Such petition shall have attached thereto a copy of the proposed plan of dissolution and distribution and a certificate stating that copies of such petition and plan have been transmitted in writing to the other stockholder and to the directors and officers of such corporation. (2) Unless both stockholders file with the district court, within three months of the date of the filing of such petition, a certificate stating that they have agreed on such plan, or a modification thereof, and within one year from the date of the filing of such petition, a certificate stating that the distribution provided by such plan has been completed, the court may either: (A) Dissolve such corporation and, by appointment of one or more receivers with all the powers and title of a receiver appointed under K.S.A. 17-6808 , and amendments thereto, may administer and wind up its affairs; (B) order the redemption of the stock of one of the stockholders on such terms as are just and equitable; or (C) decline to grant any relief. Either or both of the above periods of time may be extended by agreement of the stockholders, evidenced by a certificate filed with the court prior to the expiration of such period. L. 1972, ch. 52, § 94; L. 1973, ch. 100, § 11; L. 1986, ch. 97, § 4; L. 1998, ch. 189, § 18; L. 2000, ch. 39, § 37; L. 2004, ch. 143, § 58; L. 2016, ch. 110, § 80; L. 2023, ch. 66, § 38; July 1. Source or Prior Law: 17-3602, 17-3603, 17-3604; 8 Del. C. § 275. Cross References to Related Sections: Power of corporation to windup its affairs and dissolve itself, see 17-6102(7). Stockholders' meetings and voting of stock, see 17-6501 et seq. Dissolution prior to commencing business, see 17-6803. Dissolution of nonstock corporation, see 17-6805. Continuation of corporate existence after dissolution, see 17-6807. Receivers for dissolved corporation, see 17-6808 through 17-6810. Effect of dissolution on pending action, see 17-6811. Revocation or forfeiture of articles of incorporation by district court, see 17-6812, 17-6813. Reorganization of corporation under U.S. statute, see 17-6913. Revocation of voluntary dissolution, see 17-7001. Fee for filing certificate of dissolution, see 17-7506. Law Review and Bar Journal References: "The Kansas Corporation Code of 1972," William E. Treadway, 40 J.B.A.K. 301, 347 (1971). "Close Corporations and the Kansas General Corporation Code of 1972," Edwin W. Hecker, Jr., 22 K.L.R. 489, 505 (1974). "Shareholder Duties in Closely Held Kansas Corporations After Hunt v. Data Management Resources," Robert Drumm, 49 K.L.R. 1159 (2001). Attorney General's Opinions: Records open to public; application of public records laws to Wichita state university endowment association. 82-172. CASE ANNOTATIONS 1. Service upon resident agent of dissolved corporation during three year wind-up period constitutes valid service on corporation. Vogel v. Missouri Valley Steel, Inc., 229 Kan. 492, 493, 494, 625 P.2d 1123 (1981). 2. Joint venture agreement may control percentage of corporate ownership different from stockholdings. Goben v. Barry, 234 Kan. 721, 730, 676 P.2d 90 (1984). 3. Mentioned; employee benefit plan established in violation of fiduciary duty beyond bounds of preemptive federal law (ERISA). Goben v. Barry, 237 Kan. 822, 827, 703 P.2d 1378 (1985). 4. Trial court refusal to dissolve corporation in declaratory judgment action affirmed. Kansas East Conf. of the United Methodist Church v. Bethany Med. Ctr., 266 Kan. 366, 375, 969 P.2d 859 (1998).

K.S.A. 17-6805 Same; nonstock corporations; procedure.

17-6805. Same; nonstock corporations; procedure. (a) Whenever it shall be desired to dissolve any nonstock corporation, the governing body shall perform all the acts necessary for dissolution which are required by K.S.A. 17-6804 , and amendments thereto, to be performed by the board of directors of a corporation having capital stock. The following members of a nonstock corporation shall perform all the acts necessary for dissolution which are required by K.S.A. 17-6804 , and amendments thereto, to be performed by the stockholders of a corporation having capital stock, including dissolution without action of the members of the governing body if all the members of the corporation entitled to vote thereon shall consent in writing and a certificate of dissolution shall be filed with the secretary of state pursuant to K.S.A. 17-6804 (d), and amendments thereto: (1) Any members entitled to vote for the election of the members of its governing body and any other members entitled to vote for dissolution under the articles of incorporation or the bylaws of such corporation, except those corporations that are the subject of the next paragraph; or (2) in the case of a nonprofit nonstock corporation, other than a nonprofit dental service corporation organized and operated under the nonprofit dental service corporation act, K.S.A. 40-19a01 et seq., and amendments thereto, any members entitled to vote for the election of the members of its governing body and any other members entitled to vote for dissolution under the articles of incorporation or the bylaws of such corporation voting at the meeting. If there is no member entitled to vote thereon, the dissolution of the corporation shall be authorized at a meeting of the governing body, upon the adoption of a resolution to dissolve by the vote of a majority of members of its governing body then in office. In all other respects, the method and proceedings for the dissolution of a nonstock corporation shall conform as nearly as may be to the proceedings prescribed by K.S.A. 17-6804 , and amendments thereto, for the dissolution of corporations having capital stock. (b) If a nonstock corporation has not commenced the business for which the corporation was organized, a majority of the governing body or, if none, a majority of the incorporators may surrender all of the corporation's rights and franchises by filing in the office of the secretary of state a certificate, executed by a majority of the incorporators or governing body, conforming as nearly as may be to the certificate prescribed by K.S.A. 17-6803 , and amendments thereto. L. 1972, ch. 52, § 95; L. 1988, ch. 99, § 47; Revived and amended, L. 1988, ch. 100, § 47; L. 1992, ch. 270, § 21; L. 2000, ch. 39, § 38; L. 2016, ch. 110, § 81; July 1. Source or Prior Law: 17-3605; 8 Del. C. § 276. Cross References to Related Sections: Power of corporation to wind up its affairs and dissolve itself, see 17-6102(7). Voting rights of members of nonstock corporations, see 17-6505. Dissolution prior to commencing business, see 17-6803. Continuation of corporate existence after dissolution, see 17-6807. Receivers for dissolved corporation, see 17-6808 through 17-6810. Effect of dissolution on pending action, see 17-6811. Revocation or forfeiture of articles of incorporation by district court, see 17-6812, 17-6813. Revocation of voluntary dissolution, see 17-7001. Fee for filing certificate of dissolution, see 17-7506. Attorney General's Opinions: Records open to public; application of public records laws to Wichita state university endowment association. 82-172. General provisions; incorporation of cities. 83-148.

K.S.A. 17-6805a Dissolution of nonprofit corporation; federal exemption; disposition of corporate assets.

17-6805a. Dissolution of nonprofit corporation; federal exemption; disposition of corporate assets. Notwithstanding any provision of law or the articles of incorporation, the articles of incorporation of each nonprofit corporation that qualifies otherwise for an exemption under section 501(c)(3) of the internal revenue code of 1986, 26 U.S.C. § 501(c)(3), shall be considered to contain the following provision: Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the internal revenue code of 1986 or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the district court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as the court shall determine, which are organized and operated exclusively for such purposes. L. 1983, ch. 80, § 1; L. 2004, ch. 143, § 59; L. 2016, ch. 110, § 82; July 1. CASE ANNOTATIONS 1. Party had sufficient property interest to be given notice before disposition of party's assets. Kansas East Conf. of the United Methodist Church v. Bethany Med. Ctr., 266 Kan. 366, 379, 969 P.2d 859 (1998).

K.S.A. 17-6806 Payment of fees prior to dissolution.

17-6806. Payment of fees prior to dissolution. No corporation shall be dissolved under this act until all corporate fees due to or assessable by the state have been paid by the corporation. L. 1972, ch. 52, § 96; L. 1973, ch. 100, § 12; L. 2005, ch. 157, § 9; January 1, 2006. Source or Prior Law: 8 Del. C. § 277. Cross References to Related Sections: Action by state to recover delinquent annual report fee, see 17-7509. Forfeiture of corporation's articles of incorporation or authority to do business in Kansas for failure to pay annual report fee, see 17-7510. Corporations exempt from payment of franchise taxes and annual report fee, see 17-7512. CASE ANNOTATIONS 1. Forfeiture of articles of incorporation for nonpayment of franchise tax does not extinguish corporation as legal entity. Pottorf v. U.S., 773 F. Supp. 1491 (1991).

K.S.A. 17-6807 Continuation of corporation after dissolution for purposes of settling and closing business affairs.

17-6807. Continuation of corporation after dissolution for purposes of settling and closing business affairs. (a) All corporations, whether they expire by their own limitation or are otherwise dissolved, including revocation or forfeiture of articles of incorporation pursuant to K.S.A. 17-6812 or 17-7510 , and amendments thereto, shall be continued, nevertheless, for the term of three years from such expiration or dissolution or for such longer period as the district court in its discretion shall direct, bodies corporate for the purpose of prosecuting and defending suits, whether civil, criminal or administrative, by or against them, and of enabling them gradually to settle and close their business, to dispose of and convey their property, to discharge their liabilities and to distribute to their stockholders any remaining assets, but not for the purpose of continuing the business for which the corporation was organized. With respect to any action, suit or proceeding begun by or against the corporation either prior to or within three years after the date of its expiration or dissolution, the action shall not abate by reason of the dissolution of the corporation. The corporation shall, solely for the purpose of such action, suit or proceeding, be continued as a body corporate beyond the three-year period and until any judgments, orders or decrees therein shall be fully executed, without the necessity for any special direction to that effect by the district court. (b) K.S.A. 17-6808 through 17-6811 and K.S.A. 17-6808a , and amendments thereto, shall apply to any corporation that has expired by its own limitation, and when so applied, all references in those sections to a dissolved corporation or dissolution shall include a corporation that has expired by its own limitation and to such expiration, respectively. L. 1972, ch. 52, § 97; L. 1973, ch. 100, § 13; L. 1988, ch. 99, § 48; Revived and amended, L. 1988, ch. 100, § 48; L. 2016, ch. 110, § 83; July 1. Source or Prior Law: 17-3606; 8 Del. C. § 278. Cross References to Related Sections: Limitation on duration of corporation's existence permitted in articles of incorporation, see 17-6002(b)(5). Dissolution, see 17-6803 through 17-6806. Effect of dissolution on pending action, see 17-6811. Revocation of voluntary dissolution, see 17-7001. Actions against corporations, see chapter 17, article 71. Law Review and Bar Journal References: "Corporate Reincarnation—CERCLA Liability After Corporate Dissolution," Troy A. Stremming, 33 W.L.J. 874, 884 (1994). CASE ANNOTATIONS 1. Wind-up period for purposes of suit may only be extended by application made during wind-up period. Patterson v. Missouri Valley Steel, Inc., 229 Kan. 481, 482, 483, 485, 486, 488, 490, 625 P.2d 483 (1981). 2. Service upon resident agent of dissolved corporation during three year wind-up period constitutes valid service on corporation. Vogel v. Missouri Valley Steel, Inc., 229 Kan. 492, 494, 497, 498, 625 P.2d 1123 (1981). 3. Stockholders with personal interest in judgment may pursue it in separate lawsuit after winding down period has elapsed. Carmichael v. Halstead Nursing Center, Ltd., 237 Kan. 495, 499, 701 P.2d 934 (1985). 4. During three-year windup period, dissolving corporation has capacity to sue to enforce anticompetition clauses. First American Investment Group, Inc. v. Henry, 11 Kan. App. 2d 671, 674, 675, 676, 732 P.2d 792 (1987). 5. Dissolved corporation still existed in Kansas; bankruptcy court had jurisdiction over involuntary Chapter 7 action. In Re Liberal Mack Sales, Inc., 24 B.R. 707, 710 (1982). 6. Nature of suit by corporation whose articles of incorporation forfeited, effect of reinstatement of articles examined. Mission Road Assocs, L.P. v. IML Realty Co., 15 Kan. App. 2d 388, 390, 807 P.2d 1330 (1991). 7. Provision that dissolved corporation cannot sue or be sued after expiration of wind-up period does not affect legal title to property. Pottorf v. U.S., 773 F. Supp. 1491 (1991). 8. Three-year period not applicable to trustee or receiver representing dissolved corporation; appointment may occur more than three years after dissolution. Glazer v. Motor Parts Rebuilders, Inc., 865 S.W. 2d 371 (Mo.App.W.D.1994). 9. Expired corporation may not hide behind provisions of section; business continued and may be sued. Mitchell v. Miller, 27 Kan. App. 2d 666, 8 P.3d 26 (2000).

K.S.A. 17-6808 Trustees or receivers for dissolved corporations; appointment; powers.

17-6808. Trustees or receivers for dissolved corporations; appointment; powers. When any corporation organized under this code shall be dissolved in any manner whatever, the district court, on application of any creditor, stockholder or director of the corporation, or any other person who shows good cause therefor, at any time, may either appoint one or more of the directors of the corporation to be trustees, or appoint one or more persons to be receivers, of and for the corporation, to take charge of the corporation's property, and to collect the debts and property due and belonging to the corporation, with power to prosecute and defend, in the name of the corporation, or otherwise, all such suits as may be necessary or proper for the purposes aforesaid, and to appoint an agent or agents under them, and to do all other acts which might be done by the corporation, if in being, that may be necessary for the final settlement of the unfinished business of the corporation. The powers of the trustees or receivers may be continued as long as the court shall think necessary for the purposes aforesaid. L. 1972, ch. 52, § 98; L. 1988, ch. 99, § 49; Revived and amended, L. 1988, ch. 100, § 49; L. 2004, ch. 143, § 60; L. 2016, ch. 110, § 84; July 1. Source or Prior Law: 17-3607; 8 Del. C. § 279. Cross References to Related Sections: Dissolution, see 17-6803 through 17-6806. Continuation of corporate existence after dissolution, see 17-6807. Effect of dissolution on pending action, see 17-6811. Receivers, see chapter 17, article 69. CASE ANNOTATIONS 1. K.S.A. 17-1366 through 17-1368 relative to abandoned cemeteries and dissolution of cemetery corporations held permissible exercise of police power. State ex rel. Stephan v. Lane, 228 Kan. 379, 391, 614 P.2d 987 (1980). 2. Dissolved corporation may sue or be sued during time trustee or receiver is acting pursuant to statute. Patterson v. Missouri Valley Steel, Inc., 229 Kan. 481, 485, 486, 491, 625 P.2d 483 (1981). 3. Service upon resident agent of dissolved corporation during three year wind-up period constitutes valid service on corporation. Vogel v. Missouri Valley Steel, Inc., 229 Kan. 492, 494, 495, 496, 625 P.2d 1123 (1981). 4. Dissolved corporation still existed in Kansas; bankruptcy count had jurisdiction over involuntary Chapter 7 action. In Re Liberal Mack Sales, Inc., 24 B.R. 707, 711 (1982). 5. Three-year period of K.S.A. 17-6807 not applicable to trustee or receiver representing dissolved corporation; appointment may occur more than three years after dissolution. Glazer v. Motor Parts Rebuilders, Inc., 865 S.W.2d 371 (Mo.App.W.D.1994).

K.S.A. 17-6808a Notice to claimants; filing of claims.

17-6808a. Notice to claimants; filing of claims. (a) (1) After a corporation has been dissolved in accordance with the procedures set forth in this code, the corporation or any successor entity may give notice of the dissolution, requiring all persons having a claim against the corporation other than a claim against the corporation in a pending action, suit or proceeding to which the corporation is a party, to present their claims against the corporation in accordance with such notice. Such notice shall state: (A) That all such claims must be presented in writing and must contain sufficient information reasonably to inform the corporation or successor entity of the identity of the claimant and the substance of the claim; (B) the mailing address to which such a claim must be sent; (C) the date by which such a claim must be received by the corporation or successor entity, which date shall be no earlier than 60 days from the date thereof; (D) that such claim will be barred if not received by the date referred to in subsection (a)(1)(C); (E) that the corporation or a successor entity may make distributions to other claimants and the corporation's stockholders or persons interested as having been such without further notice to the claimant; and (F) the aggregate amount, on an annual basis, of all distributions made by the corporation to its stockholders for each of the three years prior to the date the corporation dissolved. (2) Such notice shall also be published at least once a week for two consecutive weeks in a newspaper of general circulation in the county in which the office of the corporation's last resident agent in this state is located and in the corporation's principal place of business and, in the case of a corporation having $10,000,000 or more in total assets at the time of its dissolution, at least once in all editions of a daily newspaper with a national circulation. On or before the date of the first publication of such notice, the corporation or successor entity shall mail a copy of such notice by certified or registered mail, return receipt requested, to each known claimant of the corporation, including persons with claims asserted against the corporation in a pending action, suit or proceeding to which the corporation is a party. (3) Any claim against the corporation required to be presented pursuant to this subsection is barred if a claimant who was given actual notice under this subsection does not present the claim to the dissolved corporation or successor entity by the date referred to in subsection (a)(1)(C). (4) A corporation or successor entity may reject, in whole or in part, any claim made by a claimant pursuant to this subsection by mailing notice of such rejection by certified or registered mail, return receipt requested, to the claimant within 90 days after receipt of such claim and, in all events, at least 150 days before the expiration of the period described in K.S.A. 17-6807 , and amendments thereto, except that in the case of a claim filed pursuant to K.S.A. 17-6905 , and amendments thereto, against a corporation or successor entity for which a receiver or trustee has been appointed by the district court, the time period shall be as provided in K.S.A. 17-6906 , and amendments thereto, and the 30-day appeal period provided for in K.S.A. 17-6906 , and amendments thereto, shall be applicable. A notice sent by a corporation or successor entity pursuant to this subsection shall state that any claim rejected therein will be barred if an action, suit or proceeding with respect to the claim is not commenced within 120 days of the date thereof, and shall be accompanied by a copy of K.S.A. 17-6807 through 17-6809 and K.S.A. 2025 Supp. 17-6808a, and amendments thereto, and, in the case of a notice sent by a court-appointed receiver or trustee and as to which a claim has been filed pursuant to K.S.A. 17-6905 , and amendments thereto, copies of K.S.A. 17-6905 and 17-6906 , and amendments thereto. (5) A claim against a corporation is barred if a claimant whose claim is rejected pursuant to subsection (a)(4) does not commence an action, suit or proceeding with respect to the claim no later than 120 days after the mailing of the rejection notice. (b) (1) A corporation or successor entity electing to follow the procedures described in subsection (a) shall also give notice of the dissolution of the corporation to persons with contractual claims contingent upon the occurrence or nonoccurrence of future events or otherwise conditional or unmatured, and request that such persons present such claims in accordance with the terms of such notice. As used in this section and in K.S.A. 17-6810 , and amendments thereto, the term "contractual claims" shall not include any implied warranty as to any product manufactured, sold, distributed or handled by the dissolved corporation. Such notice shall be in substantially the form, and sent and published in the same manner, as described in subsection (a)(1). (2) The corporation or successor entity shall offer any claimant on a contract whose claim is contingent, conditional or unmatured such security as the corporation or successor entity determines is sufficient to provide compensation to the claimant if the claim matures. The corporation or successor entity shall mail such offer to the claimant by certified or registered mail, return receipt requested, within 90 days of receipt of such claim and, in all events, at least 150 days before the expiration of the period described in K.S.A. 17-6807 , and amendments thereto. If the claimant offered such security does not deliver in writing to the corporation or successor entity a notice rejecting the offer within 120 days after receipt of such offer for security, the claimant shall be deemed to have accepted such security as the sole source from which to satisfy the claim against the corporation. (c) (1) A corporation or successor entity which has given notice in accordance with subsection (a) shall petition the district court to determine the amount and form of security that will be reasonably likely to be sufficient to provide compensation for any claim against the corporation which is the subject of a pending action, suit or proceeding to which the corporation is a party other than a claim barred pursuant to subsection (a). (2) A corporation or successor entity which has given notice in accordance with subsections (a) and (b) shall petition the district court to determine the amount and form of security that will be sufficient to provide compensation to any claimant who has rejected the offer for security made pursuant to subsection (b)(2). (3) A corporation or successor entity which has given notice in accordance with subsection (a) shall petition the district court to determine the amount and form of security which will be reasonably likely to be sufficient to provide compensation for claims that have not been made known to the corporation or that have not arisen but that, based on facts known to the corporation or successor entity, are likely to arise or to become known to the corporation or successor entity within five years after the date of dissolution or such longer period of time as the district court may determine, not to exceed 10 years after the date of dissolution. The district court may appoint a guardian ad litem in respect of any such proceeding brought under this subsection. The reasonable fees and expenses of such guardian, including all reasonable expert witness fees, shall be paid by the petitioner in such proceeding. (d) The giving of any notice or making of any offer pursuant to this section shall not revive any claim then barred or constitute acknowledgment by the corporation or successor entity that any person to whom such notice is sent is a proper claimant and shall not operate as a waiver of any defense or counterclaim in respect of any claim asserted by any person to whom such notice is sent. (e) As used in this section, the term "successor entity" shall include any trust, receivership or other legal entity governed by the laws of this state to which the remaining assets and liabilities of a dissolved corporation are transferred and which exists solely for the purposes of prosecuting and defending suits, by or against the dissolved corporation, enabling the dissolved corporation to settle and close the business of the dissolved corporation, to dispose of and convey the property of the dissolved corporation, to discharge the liabilities of the dissolved corporation and to distribute to the dissolved corporation's stockholders any remaining assets, but not for the purpose of continuing the business for which the dissolved corporation was organized. (f) The time periods and notice requirements of this section shall, in the case of a corporation or successor entity for which a receiver or trustee has been appointed by the district court, be subject to variation by, or in the manner provided in, the rules of the district court. (g) In the case of a nonstock corporation, any notice referred to in the last sentence of subsection (a)(4) shall include a copy of K.S.A. 2025 Supp. 17-6014 , and amendments thereto. In the case of a nonprofit nonstock corporation, the provisions of this section regarding distributions to members shall not apply to the extent that those provisions conflict with any other applicable law or with that corporation's articles of incorporation or bylaws. (h) This section shall be part of and supplemental to article 68 of chapter 17 of the Kansas Statutes Annotated, and amendments thereto. L. 2016, ch. 110, § 6; July 1. Source or Prior Law: 8 Del. C. § 280.

K.S.A. 17-6809 Jurisdiction and powers of district court.

17-6809. Jurisdiction and powers of district court. The district court shall have jurisdiction of any application prescribed in this article and of all questions arising in the proceedings thereon, and may make such orders and decrees and issue injunctions therein as justice and equity shall require. L. 1972, ch. 52, § 99; L. 2016, ch. 110, § 85; July 1. Source or Prior Law: 17-4002; 8 Del. C. §§ 280, 283. Cross References to Related Sections: Revocation or forfeiture of articles of incorporation by district court, see 17-6812. Powers and jurisdiction of district court in appointing receivers for insolvent corporations, see chapter 17, article 69. CASE ANNOTATIONS 1. K.S.A. 17-1366 through 17-1368 relative to abandoned cemeteries and dissolution of cemetery corporations held permissible exercise of police power. State ex rel. Stephan v. Lane, 228 Kan. 379, 391, 614 P.2d 987 (1980). 2. Dissolved corporation still existed in Kansas; bankruptcy count had jurisdiction over involuntary Chapter 7 action. In Re Liberal Mack Sales, Inc., 24 B.R. 707, 711 (1982).

K.S.A. 17-6810 Dissolved corporation or successor entity; payment of corporate debts; distribution to stockholders.

17-6810. Dissolved corporation or successor entity; payment of corporate debts; distribution to stockholders. (a) (1) A dissolved corporation or successor entity which has followed the procedures described in K.S.A. 17-6808a , and amendments thereto, shall: (A) Pay the claims made and not rejected in accordance with K.S.A. 17-6808a (a), and amendments thereto; (B) post the security offered and not rejected pursuant to K.S.A. 17-6808a (b)(2), and amendments thereto; (C) post any security ordered by the district court in any proceeding under K.S.A. 17-6808a (c), and amendments thereto; and (D) pay or make provision for all other claims that are mature, known and uncontested or that have been finally determined to be owing by the corporation or such successor entity. (2) Such claims or obligations shall be paid in full and any such provision for payment shall be made in full if there are sufficient assets. If there are insufficient assets, such claims and obligations shall be paid or provided for according to their priority, and, among claims of equal priority, ratably to the extent of assets legally available therefor. Any remaining assets shall be distributed to the stockholders of the dissolved corporation, except that such distribution shall not be made before the expiration of 150 days from the date of the last notice of rejections given pursuant to K.S.A. 17-6808a (a)(4), and amendments thereto. In the absence of actual fraud, the judgment of the directors of the dissolved corporation or the governing persons of such successor entity as to the provision made for the payment of all obligations under subsection (a)(1)(D) shall be conclusive. (b) (1) A dissolved corporation or successor entity which has not followed the procedures described in K.S.A. 17-6808a , and amendments thereto, shall, prior to the expiration of the period described in K.S.A. 17-6807 , and amendments thereto, adopt a plan of distribution pursuant to which the dissolved corporation or successor entity shall: (A) Pay or make reasonable provision to pay all claims and obligations, including all contingent, conditional or unmatured contractual claims known to the corporation or such successor entity; (B) make such provision as will be reasonably likely to be sufficient to provide compensation for any claim against the corporation which is the subject of a pending action, suit or proceeding to which the corporation is a party; and (C) make such provision as will be reasonably likely to be sufficient to provide compensation for claims that have not been made known to the corporation or that have not arisen but that, based on facts known to the corporation or successor entity, are likely to arise or to become known to the corporation or successor entity within 10 years after the date of dissolution. (2) The plan of distribution shall provide that such claims shall be paid in full and any such provision for payment made shall be made in full if there are sufficient assets. If there are insufficient assets, such plan shall provide that such claims and obligations shall be paid or provided for according to their priority and, among claims of equal priority, ratably to the extent of assets legally available therefor. Any remaining assets shall be distributed to the stockholders of the dissolved corporation. (c) Directors of a dissolved corporation or governing persons of a successor entity which has complied with subsection (a) or (b) shall not be personally liable to the claimants of the dissolved corporation. (d) As used in this section, the term "successor entity" has the meaning set forth in K.S.A. 17-6808a (e), and amendments thereto. (e) As used in this section, the term "priority" does not refer either to the order of payments set forth in subsection (a)(1) or to the relative times at which any claims mature or are reduced to judgment. (f) In the case of a nonprofit nonstock corporation, provisions of this section regarding distributions to members shall not apply to the extent that those provisions conflict with any other applicable law or with that corporation's articles of incorporation or bylaws. L. 1972, ch. 52, § 100; L. 2004, ch. 143, § 61; L. 2016, ch. 110, § 86; July 1. Source or Prior Law: 17-3608; 8 Del. C. § 281. Cross References to Related Sections: Payment of allowances, expenses and costs prior to distribution of assets of insolvent corporation, see 17-6908. Law Review and Bar Journal References: "The New Corporate Landscape: 2004 Kansas General Corporation Code," William Quick, 73 J.K.B.A. No. 7, 30 (2004).

K.S.A. 17-6811 Liability of stockholders of dissolved corporations.

17-6811. Liability of stockholders of dissolved corporations. (a) A stockholder of a dissolved corporation the assets of which were distributed pursuant to K.S.A. 17-6810 (a) or (b), and amendments thereto, shall not be liable for any claim against the corporation in an amount in excess of such stockholder's pro rata share of the claim or the amount so distributed to such stockholder, whichever is less. (b) A stockholder of a dissolved corporation the assets of which were distributed pursuant to K.S.A. 17-6810 (a), and amendments thereto, shall not be liable for any claim against the corporation on which an action, suit or proceeding is not begun prior to the expiration of the period described in K.S.A. 17-6807 , and amendments thereto. (c) The aggregate liability of any stockholder of a dissolved corporation for claims against the dissolved corporation shall not exceed the amount distributed to such stockholder in dissolution. L. 1972, ch. 52, § 101; L. 2004, ch. 143, § 62; L. 2016, ch. 110, § 87; July 1. Source or Prior Law: 17-3609; 8 Del. C. § 282. Cross References to Related Sections: Effect of merger or consolidation on pending actions, see 17-6711. Substitution of receiver as plaintiff in pending actions, see 17-6909. Actions against corporations, see chapter 17, article 71. Effect of code on pending actions, see 17-7403.

K.S.A. 17-6812 Revocation or forfeiture of articles of incorporation; jurisdiction and powers of district court; proceedings by attorney general.

17-6812. Revocation or forfeiture of articles of incorporation; jurisdiction and powers of district court; proceedings by attorney general. (a) Upon motion by the attorney general, the district court shall have jurisdiction to revoke or forfeit the articles of incorporation of any corporation for abuse, misuse or nonuse of its corporate powers, privileges or franchises. The attorney general shall proceed for this purpose by petition in the district court of the county where the registered office of the corporation is located. (b) The district court shall have power, by appointment of trustees, receivers or otherwise, to administer and wind up the affairs of any corporation whose articles of incorporation shall be revoked or forfeited by any court under this section, and to make such orders and decrees with respect thereto as shall be just and equitable respecting its affairs and assets and the rights of its stockholders and creditors. (c) No proceeding shall be instituted under this section for nonuse of any corporation's powers, privileges or franchises during the first two years after its incorporation. L. 1972, ch. 52, § 102; L. 2016, ch. 110, § 88; L. 2023, ch. 66, § 39; July 1. Source or Prior Law: 17-4003, 17-4004; 8 Del. C. § § 283, 284. Cross References to Related Sections: Dissolution, see 17-6803 through 17-6806. Continuation of corporate existence after dissolution, see 17-6807. Receivers for dissolved corporation, see 17-6808 through 17-6810. Effect of dissolution on pending action, see 17-6811. Filing of judgment or decree with secretary of state, see 17-6813. Receivers, see chapter 17, article 69. Forfeiture of corporation's articles of incorporation or authority to do business in Kansas for failure to pay annual report fee, see 17-7510. Quo warranto actions, see chapter 60, article 12. Law Review and Bar Journal References: "Close Corporations and the Kansas General Corporation Code of 1972," Edwin W. Hecker, Jr., 22 K.L.R. 489, 529 (1974).

K.S.A. 17-6813 Dissolution or forfeiture of articles of incorporation by court decree or judgment; filing of decree or judgment.

17-6813. Dissolution or forfeiture of articles of incorporation by court decree or judgment; filing of decree or judgment. Whenever any corporation is dissolved or its articles of incorporation forfeited by decree or judgment of the district court, the decree or judgment shall be forthwith filed by the clerk of such district court in which the decree or judgment was entered and in the office of the secretary of state, and a note thereof shall be made by the secretary of state on the corporation's articles of incorporation. L. 1972, ch. 52, § 103; L. 2016, ch. 110, § 89; July 1. Source or Prior Law: 17-3610; 8 Del. C. § § 284, 285. Cross References to Related Sections: Dissolution, see 17-6803 through 17-6811. Revocation or forfeiture of articles of incorporation by district court, see 17-6812. Forfeiture of corporation's articles of incorporation or authority to do business in Kansas for failure to pay annual report fee, see 17-7510.

Source: Kansas Office of Revisor of Statutes (ksrevisor.gov)URL: https://www.ksrevisor.gov/statutes/ksa_ch17.htmlFetched: 10/20/2026