2006 Kansas Code - 17-7708

      17-7708.   Proposed merger or consolidation where constituent entity formed under law of other jurisdiction; requirements; filing; service of process; effect of merger or consolidation. (a) Notwithstanding any provisions in K.S.A. 17-7701 through 17-7707 to the contrary, any proposed merger or consolidation otherwise permitted pursuant to K.S.A. 17-7703 in which any constituent entity is organized or formed under the law of any jurisdiction other than this state shall be permitted only if:

      (1)   The merger or consolidation is permitted by the law of the state or country under whose laws each foreign constituent entity is organized or formed, and each foreign constituent entity complies with that law in effecting the merger or consolidation;

      (2)   each foreign constituent entity complies with K.S.A. 17-7702 if it is the surviving entity or the new entity; and

      (3)   each domestic constituent entity complies with the applicable provisions of K.S.A. 17-7704 and 17-7705, and, if it is the surviving entity or the new entity, complies with K.S.A. 17-7706.

      (b)   If the surviving entity or new entity is to be governed by the laws of any jurisdiction other than this state, then, upon the filing of a merger or consolidation, the surviving entity or new entity shall file a statement with the secretary of state that the surviving entity or the new entity, as the case may be, agrees that it is subject to service of process in this state in any proceeding for enforcement of any obligation of any constituent entity party to the merger or consolidation that was organized under the laws of this state and for enforcement of any obligation of the surviving entity or new entity arising from the merger or consolidation, irrevocably appointing the secretary of state as such entity's agent to accept service of process in any such proceeding and specifying the address to which a copy of such process shall be mailed to such entity.

      (c)   The effect of such merger or consolidation shall be as provided in K.S.A. 17-7707, if the surviving entity or new entity is to be governed by the laws of this state. If the surviving entity or new entity is to be governed by the laws of any jurisdiction other than this state, the effect of such merger or consolidation shall be the same as provided in K.S.A. 17-7707 except insofar as the laws of such other jurisdiction provide otherwise.

      History:   L. 1995, ch. 245, § 12; July 1.