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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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