17-78-505. Certificate of domestication; effective date. (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 domesticating entity;
(2) the name and jurisdiction of organization of the domesticated entity;
(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 K.S.A. 2018 Supp. 17-78-501 through 17-78-506, 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 partnership, 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 K.S.A. 2018 Supp. 17-78-506, 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 domesticating domestic entity and meets all of the requirements of subsection (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.
History: L. 2009, ch. 47, § 33; July 1, 2010.
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