17-78-305. Certificate of interest exchange; effective date. (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 K.S.A. 2018 Supp. 17-78-301 through 17-78-306, 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.

History: L. 2009, ch. 47, § 21; July 1, 2010.