Fill and Sign the Ks Corporation 497307598 Form

CORPORATE DISSOLUTION KANSAS Electronic Version STATUTORY REFERENCE KANSAS STATUTES ANNOTATED, Chapter 17, Article 68, §§ 17-6803 through 17-6807 INTRODUCTORY NOTES AND LAW SUMMARY Before beginning the business for which the corporation was organized, a majority of the incorporators, or, if directors were named in the articles of incorporation or have been elected, a majority of the directors, may surrender all of the corporation's rights and franchises by filing in the office of the secretary of state a certificate, executed by a majority of the incorporators or directors, stating that the business or activity for which the corporation was organized has not been begun; that no part of the capital of the corporation has been paid or, if some capital has been paid, that the amount actually paid in for the corporation's shares, less any part thereof disbursed for necessary expenses, has been returned to those entitled thereto; that all issued stock certificates, if any, have been surrendered and canceled; and that all rights and franchises of the corporation are surrendered. Upon the filing of such certificate, the corporation shall be dissolved. If it is deemed advisable in the judgment of the board of directors of any corporation that it should be dissolved, the board, after the adoption of a resolution to that effect by a majority of the whole board at any meeting called for that purpose, shall give notice by mail to each stockholder entitled to vote on a dissolution of the adoption of the resolution and of a meeting of stockholders to take action upon the resolution. At the meeting a vote shall be taken for and against the proposed dissolution. If a majority of the outstanding stock of the corporation entitled to vote votes for the proposed dissolution, a certificate stating that the dissolution has been authorized shall be executed and filed with the secretary of state. The secretary of state, upon being satisfied that the statutory requirements have been complied with, will issue a certificate that the certificate has been filed. The corporation is then dissolved. Whenever all the stockholders entitled to vote on a dissolution shall consent in writing to a dissolution, either in person or by duly authorized attorney, no meeting of directors or stockholders shall be necessary. On filing the consent in the office of the secretary of state, the secretary of state shall issue a certificate that the consent to dissolution has been filed and thereupon the corporation shall be dissolved. In the event that the consent if signed by an attorney, the original power of attorney or a photocopy thereof shall be attached to and filed with the consent. The consent filed with the secretary of state shall have attached to it the affidavit of the secretary or some other officer of the corporation stating that the consent has been signed by or on behalf of all the stockholders entitled to vote on a dissolution. Too, there must be attached to the consent a certification by the secretary or some officer of the corporation setting forth the names and residences of the directors and officers of the corporation. No corporation may be dissolved until all corporate fees and taxes due to or assessable by the state have been paid by the corporation. All corporations, whether they expire by their own limitation or are otherwise dissolved, are continued for the term of three years from the expiration or dissolution (or for such longer period as the district court in its discretion may direct) for the purpose of prosecuting and defending suits by or against them and of enabling them gradually to settle and close their business. The corporation may dispose of and convey property, discharge liabilities and distribute to stockholders any remaining assets. The corporation cannot continue the business for which the corporation was organized. With respect to any action, suit or proceeding begun by or against the corporation either prior to or within three years after the date of its expiration or dissolution, that action shall not abate by reason of the dissolution of the corporation. The corporation is continued, solely for the purpose of such action, suit or proceeding, as a body corporate beyond the three-year period and until any judgments, orders or decrees thereon shall be executed. STEPS TO DISSOLVE A KANSAS CORPORATION  IF THE CORPORATION HAS NOT COMMENCED BUSINESS, GO TO STEP 1.  IF THE DISSOLUTION IS BY CONSENT OF THE SHAREHOLDERS, GO TO STEP 2.  IF THE DISSOLUTION IS PURSUANT OT A STOCKHOLDERS MEETING, GO TO STEP 3 Step 1: SEE FORM 1 – CERTIFICATE OF DISSOLUTION PRIOR TO COMMENCING BUSINESS 1. Provide the corporate name. 2. The next four statements are required - BE SURE THAT THEY ARE TRUE AND CORRECT. 3. Provide the date of execution of the Certificate. 4. Provide the signature(s) of a majority of the directors or incorporators. The filing fee is $35.00. Mail the original and one copy of the Certificate of Dissolution and the $35.00 filing fee (make check payable to Secretary of State) to: Secretary of State Memorial Hall, 1 st Floor 120 S.W. 10 th Avenue Topeka, Kansas 66612-4564 Telephone: 601-359-1350 Fax: 601-359-1499 A cover letter is provided for your convenience. SEE FORM 2 – TRANSMITTAL LETTER Step 2: SEE FORM 3 - WRITTEN CONSENT OF SHAREHOLDERS SEE FORM 4 – FOR PROFIT DISSOLUTION BY WRITTEN CONSENT 1. Provide the corporate name. 2. Provide the signatures of all of the stockholders. 3. Provide the requested information concerning the officers of the corporation. 4. Provide the requested information concerning the directors of the corporation. 5. Provide the name of the officer executing the Certificate On behalf of the corporation. 6. Provide the date of execution of the Certificate. 7. Provide the signature(s) of the secretary or other officer. The filing fee is $35.00. Mail the original and one copy of the Certificate of Dissolution and the $35.00 filing fee (make check payable to Secretary of State) to: Secretary of State Memorial Hall, 1 st Floor 120 S.W. 10 th Avenue Topeka, Kansas 66612-4564 Telephone: 601-359-1350 Fax: 601-359-1499 A cover letter is provided for your convenience. SEE FORM 2 – TRANSMITTAL LETTER Step : Have the Board adopt a resolution recommending the dissolution of the corporation to the shareholders SEE FORM 5 - RESOLUTION OF DIRECTORS Mail a Notice of Special Meeting to EVERY shareholder. SEE FORM 6 - NOTICE OF SPECIAL MEETING At the special Meeting the shareholders must approve the resolution. SEE FORM 7 – DISSOLUTION BY STOCKHOLDERS’ MEETING 1. Provide the corporate name. 2. Provide the requested information concerning the officers of the corporation. 3. Provide the requested information concerning the directors of the corporation. 4. Provide the date of execution of the Certificate. 5. Provide the signature(s) of the President or Vice President and have the Secretary attest to that signature. The filing fee is $35.00. Mail the original and one copy of the Certificate of Dissolution and the $35.00 filing fee (make check payable to Secretary of State) to: Secretary of State Memorial Hall, 1 st Floor 120 S.W. 10 th Avenue Topeka, Kansas 66612-4564 Telephone: 601-359-1350 Fax: 601-359-1499 A cover letter is provided for your convenience. SEE FORM 2 – TRANSMITTAL LETTER FORM 1 CERTIFICATE OF DISSOLUTION PRIOR TO COMMENCING BUSINESS Download the form by clicking the link below, or copying the link into the address window of your web browser. http://www.uslegalforms.com/dissolution/KS/KS-Diss-initial.pdf The form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In the unlikely circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from http://www.adobe.com/products/acrobat/readstep2.html . The download is quick and easy. Fill out this form, and mail it in as directed. FOLLOW THE INSTRUCTIONS ON THE FORM. FORM 2 TRANSMITTAL LETTER Return Name and Address ____________________________________ ____________________________________ ____________________________________ ____________________________________ Date Secretary of State Memorial Hall, 1 st Floor 120 S.W. 10 th Avenue Topeka, Kansas 66612-4564 Re: Certificate of Dissolution Dear Sir: Enclosed you will find Certificate of Dissolution for __________________________________, a Kansas corporation, and the filing fee of $35.00. Please file and provide a “filed” copy to me. Please contact me at the above address if you require anything further. With kindest regards, I am Sincerely yours, _____________________ Signature Enclosures Check # __________ Enclosed for $________ FORM 3 SHAREHOLDERS WRITTEN CONSENT TO DISSOLUTION WRITTEN CONSENT OF THE SHAREHOLDERS OF _________________________________ The undersigned, being all the shareholders of _______________________________________, a Kansas corporation, hereby consent to the dissolution of the corporation. Dated this the ______ day of ______________________________, 20___. ____________________________________ Shareholder ____________________________________ Shareholder ____________________________________ Shareholder FORM 4 CERTIFICATE OF DISSOLUTION BY WRITTEN CONSENT Download the form by clicking the link below, or copying the link into the address window of your web browser. http://www.uslegalforms.com/dissolution/KS/KS-Diss-written.pdf The form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In the unlikely circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from http://www.adobe.com/products/acrobat/readstep2.html . The download is quick and easy. Fill out this form, and mail it in as directed. FOLLOW THE INSTRUCTIONS ON THE FORM. FORM 5 RESOLUTION OF DIRECTORS RESOLUTION OF THE DIRECTORS OF _________________________________ Pursuant to Notice or Waiver of Notice, at a regular or special meeting of the Directors of __________________________________________________________________, a Kansas corporation, upon motion duly made and seconded, the following resolution was adopted by a majority of the Directors present in person entitled to vote thereon: RESOLVED by the Directors of the Corporation as follows: ______________________________________________________________________________ ______________________________________________________________________________ Dated this the ______ day of _____________________________, 20___. _____________________________________ Director _____________________________________ Director _____________________________________ Director Attest: _____________________________________ Secretary FORM 6 NOTICE OF SPECIAL MEETING NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF _______________________________________ Pursuant to the By-Laws of the Corporation, a special meeting of the Shareholders of __________________________________________________________, a Kansas corporation is called for the ______ day of ____________, 20__, at ______ ___.m., to be held at the following address: ___________________________________________ ___________________________________________ ___________________________________________ The Purpose of the meeting is to seek stockholder approval of the Resolution to Dissolve Corporation heretofore adopted by the Board of Directors. This Notice given on this the _________ day of ___________, 20___, by the Secretary of the Corporation at the direction of the Board of Directors, by mailing a true and correct copy of this Notice to the address of each shareholder on the records of the Corporation at least 10 days prior to such special meeting. __________________________ Secretary FORM 7 DISSOLUTION BY STOCKHOLDERS’ MEETING Download the form by clicking the link below, or copying the link into the address window of your web browser. http://www.uslegalforms.com/dissolution/KS/KS-Diss-meeting.pdf The form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In the unlikely circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from http://www.adobe.com/products/acrobat/readstep2.html . The download is quick and easy. Fill out this form, and mail it in as directed. FOLLOW THE INSTRUCTIONS ON THE FORM.