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17-7301.

History: L. 1972, ch. 52, § 141; L. 1973, ch. 100, § 18; L. 1975, ch. 144, § 2; L. 1987, ch. 89, § 2; L. 1999, ch. 41, § 4; L. 1999, ch. 149, § 2; L. 2000, ch. 39, § 44; L. 2004, ch. 143, § 78; L. 2009, ch. 64, § 2; Repealed, L. 2014, ch. 121, § 46; January 1, 2015.

Source or Prior Law:

17-501, 17-503, 17-515; 8 Del. C. § 371.

Revisor's Note:

Section was amended by L. 1999, ch. 39, § 17, but that version was repealed by L. 1999, ch. 149, § 14.

Cross References to Related Sections:

Registered office required of all corporations; "principal office or place of business" construed, see 17-6201.

Resident agent required of all corporations, see 17-6202.

Extension, renewal or reinstatement of authority to do business in Kansas, see 17-7002.

Doing business in Kansas defined, see 17-7303.

Change of resident agent, see 17-7304.

Application of code to foreign corporations, see 17-7305(c).

Surrender of authority to do business in Kansas, see 17-7306.

Actions by and against non-admitted foreign corporations, see 17-7307.

Injunction against foreign corporation doing business in Kansas for failure to obtain certificate of authority, see 17-7308.

"Foreign corporation" defined for purposes of filing annual reports and fees, see 17-7501.

Annual report and fees, see 17-7505.

Fees for issuing or filing and indexing corporate instruments and documents, see 17-7506.

Forfeiture of authority to do business in Kansas for failure to file annual report or pay annual report fee, see 17-7510.

Service of process on corporations, see 60-304.

Law Review and Bar Journal References:

Personal jurisdiction over a foreign corporation based on acts of parent, 25 K.L.R. 109, 112 (1976).

"Transportation in Transition: KCC Regulation of Motor Carriers into the 1980's," Mary Piper Wettig, 57 J.K.B.A., No. 5, 19, 21 (1988).

"General Jurisdiction in Kansas," Robert C. Casad, 76 J.K.B.A. No. 4, 27 (2007).

Attorney General's Opinions:

Foreign corporation; "Doing business in Kansas" defined. 79-181.

Agricultural corporations; ownership of agricultural land; operation of feed lot. 83-160.

Adult care homes; foreign corporations as operators; what constitutes doing business. 84-66.

Agricultural corporations; limitations; exceptions. 92-148.

CASE ANNOTATIONS

1. Section cited; defendant was not doing business in this state. Scrivner v. Twin Americas Agricultural & Industrial Developers, Inc., 1 Kan. App. 2d 404, 408, 573 P.2d 614 (1977).

2. Plaintiff not doing business in this state under K.S.A. 17-7303 is not prohibited by K.S.A. 17-7307 from bringing action. Panhandle AgriService, Inc. v. Becker, 231 Kan. 291, 294, 644 P.2d 413 (1982).

3. Distinction drawn on service of process is between having resident agents and none; authority to do business in Kansas not question. Slawson v. Tome Petroleum Corp., 561 F. Supp. 67, 72 (1983).

4. Subcontractor doing business in state could not maintain suit without complying with statutory registration requirement. A.H.L. Inc. of Delaware v. Star Ins. Co., 10 F. Supp. 2d 1216, 1218 (1998).

5. Kansas' foreign corporation's provisions doing business definition did not limit state's jurisdiction to enforce K.S.A. 21-4402. Cambridge Credit Counseling Corp. v. Foulston, 303 F. Supp. 2d 1188, 1196 (2003).

6. Due process not violated when corporation gives express written consent to jurisdiction. Merriman v. Crompton Corp., 282 Kan. 433, 455, 146 P.3d 162 (2006).


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17-7302

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17-7302. Foreign corporations; filings; merger or consolidation information; amendments to articles of incorporation. (a) Whenever any foreign corporation admitted to do business in this state is a party to a merger or consolidation with any other foreign corporation, whether or not admitted to do business in this state, such foreign corporation shall file with the secretary of state of this state, within 30 days after the time the merger or consolidation becomes effective, a form prescribed by the secretary of state of this state, stating:

(1) The corporate parties thereto;

(2) the jurisdiction of incorporation of each corporate party;

(3) the time when such merger or consolidation became effective; and

(4) that the resulting or surviving corporation is a corporation in good standing in such jurisdiction.

(b) Whenever any foreign corporation admitted to do business in this state shall amend its articles of incorporation in a manner that affects any of the information contained on such corporation's application to do business in Kansas, the corporation shall file with the secretary of state, within 30 days after the amendment is adopted, a form prescribed by the secretary of state of this state attesting to such amendment. In the alternative, any foreign corporation may amend its original application for authority to do business in Kansas by filing a certificate of amendment certifying that such amendment has been duly adopted and executed in accordance with K.S.A. 17-7908 through 17-7910, and amendments thereto.

History: L. 1972, ch. 52, § 142; L. 1973, ch. 100, § 19; L. 1978, ch. 80, § 5; L. 1987, ch. 89, § 3; L. 1998, ch. 189, § 22; L. 2000, ch. 39, § 45; L. 2004, ch. 143, § 79; L. 2016, ch. 110, § 118; L. 2023, ch. 66, § 46; L. 2025, ch. 10, § 2; July 1.

Source or Prior Law:

17-505; 8 Del. C. § 372.

Cross References to Related Sections:

Resident agent required of corporations, see 17-6202.

Merger or consolidation, see chapter 17, article 67.

Extension, renewal or reinstatement of foreign corporation's authority to do business in Kansas, see 17-7002.

Initial filing of certificate of good standing, see 17-7301.

Change of foreign corporation's resident agent, see 17-7304.

Action by attorney general to enjoin foreign corporation from doing business in Kansas, see 17-7308.

Fee for issuing or filing and indexing corporate documents, see 17-7506.

Law Review and Bar Journal References:

"Survey of Kansas Law: Business Associations," William E. Treadway, 27 K.L.R. 171, 182 (1979).

CASE ANNOTATIONS

1. Plaintiff not doing business in this state under K.S.A. 17-1703 is not prohibited by K.S.A. 17-7307 from bringing action. Panhandle AgriService, Inc. v. Becker, 231 Kan. 291, 294, 644 P.2d 413 (1982).


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17-7303

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17-7303.

History: L. 1972, ch. 52, § 143; L. 1973, ch. 100, § 20; L. 2004, ch. 143, § 80; Repealed, L. 2014, ch. 121, § 46; January 1, 2015.

Source or Prior Law:

17-506, 17-507.

Cross References to Related Sections:

Certificate of authority to do business in Kansas, see 17-7301.

Law Review and Bar Journal References:

Personal jurisdiction over a foreign corporation based on acts of parent, 25 K.L.R. 109, 112, 113, 114 (1976).

Attorney General's Opinions:

Foreign corporation; "Doing business in Kansas" defined. 79-181.

Foreign corporations; "Doing business in Kansas." 80-112.

Adult care homes; foreign corporations as operators; what constitutes doing business. 84-66.

Doing business in Kansas; actions sufficient to constitute; corporation as member of partnership. 85-77.

Agricultural corporations; limitations; exceptions. 92-148.

CASE ANNOTATIONS

1. Presence of transfer agent; not maintenance of a corporate "office" as defined by this section; defendant not doing business in this state. Scrivner v. Twin Americas Agricultural & Industrial Developers, Inc., 1 Kan. App. 2d 404, 408, 413, 573 P.2d 614 (1977).

2. Section not in conflict with any "specific provision" of business trust act; applies to foreign business trust. Gilmer v. Kansas City West Land Co., 1 Kan. App. 2d 509, 510, 511, 514, 571 P.2d 36 (1977).

3. Plaintiff not doing business in this state under K.S.A. 17-7303 is not prohibited by K.S.A. 17-7307 from bringing action. Panhandle AgriService, Inc. v. Becker, 231 Kan. 291, 294, 644 P.2d 413 (1982).

4. Whether plaintiffs had established an office in state proving plaintiffs were doing business in state examined. Woodmont Corp. v. Rockwood Center Partnership, 858 F. Supp. 158, 160 (1994).

5. Cable television subsidiary had standing to challenge city's refusal to grant franchises. Classic Communication v. Rural Telephone Services, 956 F. Supp. 896, 903 (1996).

6. Subcontractor doing business in state could not maintain suit without complying with statutory registration requirement. A.H.L. Inc. of Delaware v. Star Ins. Co., 10 F. Supp. 2d 1216, 1218 (1998).

7. Appellant corporation's contacts with state not substantial enough to require registration. Alliance Steel v. Piland, 35 Kan. App. 2d 728, 737, 134 P.3d 669 (2006).


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17-7304

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17-7304.

History: L. 1972, ch. 52, § 144; L. 1978, ch. 80, § 6; L. 2004, ch. 143, § 81; L. 2007, ch. 81, § 7; Repealed, L. 2015, ch. 65, § 24; July 1.

Source or Prior Law:

8 Del. C. § 377.

Cross References to Related Sections:

Filing of instruments with secretary of state, see 17-6003.

Resident agent required of corporations, see 17-6202.

Change of resident agent, see 17-6203.

Resignation of resident agent and appointment of successor, see 17-6205.

Resignation of resident agent without appointing successor, see 17-6206.

Fees for issuing or filing and indexing corporate documents, see 17-7506.

Service of process on corporations, see 60-304.


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17-7305

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17-7305. Banking power denied; foreign corporations subject to laws governing domestic corporations. (a) Unless authority is expressly conferred by another law of this state, no foreign corporation shall possess the power of issuing bills, notes or other evidences of debt for circulation as money, or the power of carrying on the business of receiving deposits of money.

(b) Foreign corporations authorized to do business in this state which are organized to buy, sell and otherwise deal in notes, open accounts and other similar evidences of debt, or to loan money and to take notes, open accounts and other similar evidences of debt as collateral security therefor, shall not be deemed to be engaging in the business of banking.

(c) Any corporation organized under the laws of another state, territory or foreign country, and authorized to do business in this state, shall be subject to the same provisions, judicial control, restrictions and penalties, except as otherwise provided in K.S.A. 17-7302 through 17-7308 and K.S.A. 17-7930 through 17-7937, and amendments thereto, as corporations organized under the laws of this state.

History: L. 1972, ch. 52, § 145; L. 2016, ch. 110, § 119; July 1.

Source or Prior Law:

17-505; 8 Del. C. § 379.

Cross References to Related Sections:

General powers of corporations, see 17-6101.

Provisions for domestic corporations similar to subsections (a) and (b), see 17-6106.

Effect and application of code, see 17-7403.


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17-7306

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17-7306.

History: L. 1972, ch. 52, § 146; L. 1996, ch. 135, § 3; L. 1999, ch. 41, § 12; L. 2004, ch. 143, § 82; Repealed, L. 2014, ch. 121, § 46; January 1, 2015.

Source or Prior Law:

17-511, 17-512, 17-513; 8 Del. C. § 381.

Cross References to Related Sections:

Filing corporate instruments, see 17-6003.

Resignation of resident agent, see 17-6205, 17-6206.

Fees for issuing or filing and indexing corporate documents, see 17-7506.

Law Review and Bar Journal References:

Personal jurisdiction over a foreign corporation based on acts of parent, 25 K.L.R. 109, 113, 115 (1976).

CASE ANNOTATIONS

1. Minimum contact requirement met where foreign corporation complies with corporation code provisions and in fact conducted business herein. Slawson v. Tome Petroleum Corp., 561 F. Supp. 67, 73 (1983).


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17-7307

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17-7307. Actions by and against unqualified foreign corporations. (a) A foreign corporation which is required to comply with the provisions of K.S.A. 17-7302 and K.S.A. 17-7930 through 17-7934, and amendments thereto, and which has done business in this state without authority shall not maintain any action or special proceeding in this state, unless and until such corporation has been authorized to do business in this state and has paid to the state all taxes, fees and penalties which would have been due for the years or parts thereof during which it did business in this state without authority. This prohibition shall not apply to any successor in interest of any such foreign corporation.

(b) The failure of a foreign corporation to obtain authority to do business in this state shall not impair the validity of any contract or act of the foreign corporation or the right of any other party to the contract to maintain any action or special proceeding thereon, and shall not prevent the foreign corporation from defending any action or special proceeding in this state.

(c) Any person having a cause of action against any foreign corporation, whether or not such corporation is qualified to do business in this state, which cause of action arose in Kansas out of such corporation doing business in Kansas, or arose while such corporation was doing business in Kansas, may file suit against the corporation in the proper court of a county in which there is proper venue. Service of process in any action shall be made in the manner prescribed by K.S.A. 60-304, and amendments thereto.

History: L. 1972, ch. 52, § 147; L. 1973, ch. 100, § 21; L. 2016, ch. 110, § 120; July 1.

Source or Prior Law:

17-504, 17-505, 17-509; 8 Del. C. § 383.

Cross References to Related Sections:

Assertion of corporation's lack of corporate capacity or power, see 17-6104.

Actions against corporations, see chapter 17, article 71.

Consent to service of process on secretary of state by foreign corporation authorized to do business in Kansas, see 17-7301.

Law Review and Bar Journal References:

"The Kansas Corporation Code of 1972," William E. Treadway, 40 J.B.A.K. 301, 350 (1971).

Personal jurisdiction over a foreign corporation based on acts of parent, 25 K.L.R. 109, 113, 114, 117 (1976).

"General Jurisdiction in Kansas," Robert C. Casad, 76 J.K.B.A. No. 4, 27 (2007).

CASE ANNOTATIONS

1. Service of process pursuant to former section (K.S.A. 17-509); action asserting subrogation claims. Reliance Insurance Companies v. Thompson-Hayward Chemical Co., 214 Kan. 110, 111, 519 P.2d 730 (1974).

2. Cause of action did not arise while the defendant was doing business in this state. Scrivner v. Twin Americas Agricultural & Industrial Developers, Inc., 1 Kan. App. 2d 404, 408, 414, 573 P.2d 614 (1977).

3. Plaintiff not doing business in this state under K.S.A. 17-7303 is not prohibited by K.S.A. 17-7307 from bringing action. Panhandle AgriService, Inc. v. Becker, 231 Kan. 291, 294, 644 P.2d 413 (1982).

4. Distinction drawn on service of process is between having resident agents and none; authority to do business in Kansas not question. Slawson v. Tome Petroleum Corp., 561 F. Supp. 67, 72 (1983).

5. Whether plaintiffs had established an office in state proving plaintiffs were doing business in state examined. Woodmont Corp. v. Rockwood Center Partnership, 858 F. Supp. 158, 160 (1994).

6. Cable television subsidiary had standing to challenge city's refusal to grant franchises. Classic Communication v. Rural Telephone Services, 956 F. Supp. 896, 903 (1996).

7. Trial court ruling prohibiting foreign corporation from reasserting claim dismissed following corporation's compliance with statute reversed. Corco, Inc. v. Ledar Transport, Inc., 24 Kan. App. 2d 377, 378, 946 P.2d 1009 (1997).

8. Subcontractor doing business in state could not maintain suit without complying with statutory registration requirement. A.H.L. Inc. of Delaware v. Star Ins. Co., 10 F. Supp. 2d 1216, 1218 (1998).

9. Fact issue concerning whether foreign corporate plaintiff was delinquent in payment of state taxes precluded summary judgment on contract claim. Associated Commun. Serv. v. Kansas Personal Commun., 31 F. Supp. 2d 949, 950 (1998).

10. Plain language of statute authorizes general jurisdiction over foreign corporations. Merriman v. Crompton Corp., 282 Kan. 433, 449, 146 P.3d 162 (2006).

11. Appellant corporation's contacts with state not substantial enough to require registration. Alliance Steel v. Piland, 35 Kan. App. 2d 728, 737, 134 P.3d 669 (2006).


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17-7308

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17-7308.

History: L. 1972, ch. 52, § 148; Repealed, L. 2015, ch. 65, § 24; July 1.

Source or Prior Law:

8 Del. C. § 384.

Cross References to Related Sections:

Assertion of corporation's lack of corporate capacity or power, see 17-6104.

Actions against corporations, see chapter 17, article 71.

Doing business in Kansas defined, see 17-7303.

Unqualified corporations, see 17-7307.

Action to forfeit foreign corporation's authority to do business in Kansas for failure to file annual report or pay annual report fee, see 17-7510.

Injunctions, see chapter 60, article 9.

Law Review and Bar Journal References:

"The Kansas Corporation Code of 1972," William E. Treadway, 40 J.B.A.K. 301, 350 (1971).


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