(a) Prerequisites. This section applies when one or more shareholders or members of a corporation or an unincorporated association bring a derivative action to enforce a right that the corporation or association may properly assert but has failed to enforce. The derivative action may not be maintained if it appears that the plaintiff does not fairly and adequately represent the interests of shareholders or members who are similarly situated in enforcing the right of the corporation or association.
K.S.A. 60-223a.Derivative actions
Last amended July 1, 2010 · Last verified July 28, 2026
In one sentenceK.S.A. 60-223a lets a shareholder or member sue on behalf of a corporation or unincorporated association to enforce a right the entity has failed to pursue, but only with a verified petition detailing the plaintiff's demand efforts and only if the plaintiff adequately represents similarly situated owners.
Full Text of K.S.A. 60-223a
(b) Pleading requirements. The petition must be verified and must:
(1) Allege that the plaintiff was a shareholder or member at the time of the transaction complained of, or that the plaintiff's share or membership later devolved on it by operation of law;
(2) allege that the action is not a collusive one to confer jurisdiction that the court would otherwise lack; and
(3) state with particularity:
(A) Any effort by the plaintiff to obtain the desired action from the directors or comparable authority and, if necessary, from the shareholders or members; and
(B) the reasons for not obtaining the action or not making the effort.
(c) Conducting the action. In conducting an action under this section, the court may issue any appropriate orders corresponding with those described in subsection (d) of K.S.A. 60-223, and amendments thereto.
(d) Settlement, dismissal and compromise. A derivative action may be settled, voluntarily dismissed or compromised only with the court's approval. Notice of a proposed settlement, voluntary dismissal or compromise must be given to shareholders or members in the manner that the court orders.
Amendment History
Order of Supreme Court dated July 17, 1969; L. 2010, ch. 135, § 91; July 1.
Plain-English Summary
A derivative action lets a shareholder or member step into the corporation's or association's shoes when that entity has a valid claim but won't pursue it. K.S.A. 60-223a conditions that substitution on the plaintiff adequately representing the interests of other shareholders or members who are similarly situated — a court can shut the suit down if the plaintiff doesn't clear that bar.
The petition itself has to be verified, not just alleged in the ordinary way. It must state that the plaintiff held shares or membership at the time of the transaction in question (or that the interest passed to the plaintiff later by operation of law), and it must affirm the suit isn't a collusive device to manufacture jurisdiction the court wouldn't otherwise have. Beyond that, the plaintiff has to state with particularity what effort was made to get the directors — and, if necessary, the shareholders or members — to act, and explain why that effort wasn't made or didn't succeed.
Once the case is underway, the court manages it using the same tools available in a class action: the orders described in K.S.A. 60-223(d) for controlling how proceedings unfold and protecting absent owners. And just as with a class action, a derivative suit can't be settled, dismissed, or compromised without the court's approval, with notice going out to shareholders or members in whatever manner the court directs.
Frequently Asked Questions
What does a shareholder have to prove to bring a derivative action in Kansas?
The petition must be verified and allege that the plaintiff held shares or membership at the time of the transaction complained of (or acquired the interest later by operation of law), that the suit isn't a collusive attempt to create jurisdiction, and it must describe with particularity any effort to get the directors or shareholders to act and the reasons that effort failed or wasn't made.
Can any shareholder bring a derivative suit?
Not automatically. K.S.A. 60-223a bars the suit from proceeding if it appears the plaintiff doesn't adequately represent the interests of similarly situated shareholders or members.
Do I have to demand action from the board before suing derivatively?
The petition has to state with particularity any effort made to obtain the desired action from the directors (and, if necessary, the shareholders or members), plus the reasons for not making that effort or not obtaining the action.
Can a derivative action be settled without court involvement?
No. Subsection (d) requires court approval for any settlement, voluntary dismissal, or compromise, and notice of the proposal must go to shareholders or members in whatever manner the court orders.
How does the court manage a derivative action once it's underway?
Subsection (c) lets the court issue orders corresponding to those described in K.S.A. 60-223(d) — the same case-management tools used in a class action.
Source & verification. Section text is reproduced verbatim from the
Kansas Statutes Annotated, enacted by the Kansas Legislature. Last verified July 28, 2026.
· Official source
Also known as: kansas shareholder derivative suitkansas derivative action requirementsdemand futility kansas corporation60-223a verified petitionmember derivative action kansas