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17-2719. Same; forfeiture of corporate right, when; trustees, powers. The certificate of incorporation of any corporation organized under this chapter shall be automatically forfeited as of the last day of December in any year if the corporation fails to file the certificate required under this section, or if the certificate filed reflects that any shares of the corporation have been owned by an unqualified person for more than one year preceding the date of the certificate and that no action as required herein has been timely instituted to fix the fair value of such shares. In the event of any such forfeiture, all the powers, privileges and franchises conferred upon such corporation by its certificate of incorporation shall be subject to rescission, and the secretary of state shall notify the corporation by mail, addressed to its registered office, as disclosed by the records of his office, that its corporate existence and rights in this state have been forfeited and canceled, and the corporation dissolved subject to rescission as provided in chapter 17, Kansas Statutes Annotated. The directors and officers in office when any such forfeiture occurs shall be the trustees of the corporation, shall have full authority to wind up its business and affairs, sell and liquidate its property and assets, pay its debts and obligations and to distribute the net assets among the shareholders. The trustees as such shall have power to sue for and recover the debts and property due to corporation, describing it by its corporate name, and may be sued as such. The trustees shall be jointly and severally responsible to the creditors and shareholders of the corporation to the extent of its property and effects that shall have come into their hands.

History: L. 1965, ch. 157, ยง 14; June 30.

Attorney General's Opinions:

Professional corporations; shares, who may hold. 79-302.

CASE ANNOTATIONS

1. Cited; voluntary transfer of professional corporation stock to one not "qualified" (K.S.A. 17-2707) held null and void under K.S.A. 17-2712. Central State Bank v. Albright, 12 Kan. App. 2d 175, 179, 180, 737 P.2d 65 (1987).

2. K.S.A. 17-2708 held not to authorize general corporation to engage in medical practice nor provide services under supervision of practitioner. Early Detection Center, Inc. v. Wilson, 248 Kan. 869, 875, 811 P.2d 860 (1991).


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