As used in this chapter, unless the context otherwise requires:
(1) “Business” includes every trade, occupation, and profession;
(2) “Business trust” means a business trust governed as to its internal affairs by KRS Chapter 386 or a statutory trust governed as to its internal affairs by KRS Chapter
386A;
(3) “Corporation” means a business corporation governed as to its internal affairs by KRS Chapter 271B, a cooperative or association governed as to its internal affairs by KRS Chapter 272, a nonprofit corporation governed as to its internal affairs by KRS Chapter 273, and a rural electric or rural telephone cooperative corporation governed as to its internal affairs by KRS Chapter 279;
(4) “Debtor in bankruptcy” means a person who is the subject of:
(a) An order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application; or
(b) A comparable order under federal, state, or foreign law governing insolvency; (5) “Deliver” or “delivery” means any method of delivery used in conventional
commercial practice, including delivery by hand, mail, commercial delivery, and
electronic transmission;
(6) “Electronic transmission” or “electronically transmitted” means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval, and reproduction of information by the recipient;
(7) “Entity” means a corporation, business or statutory trust, partnership, limited partnership, limited liability company, limited cooperative association, or unincorporated nonprofit association, governed as to its internal affairs by the laws of the Commonwealth of Kentucky;
(8) “Foreign business trust” means a business or statutory trust not governed as to its internal affairs by KRS Chapter 386 or 386A;
(9) “Foreign corporation” means a corporation as defined in subsection (2) of this section that is not:
(a) Organized pursuant to the laws of the Commonwealth of Kentucky; or
(b) As to its internal affairs, governed by the laws of the Commonwealth of
Kentucky;
(10) “Foreign entity” means a corporation, not-for-profit corporation, cooperative, limited cooperative association, association, business or statutory trust, partnership, limited partnership, limited liability company, or unincorporated nonprofit association not:
(a) Organized pursuant to the laws of the Commonwealth of Kentucky; or
(b) As to its internal affairs, governed by the laws of the Commonwealth of
Kentucky;
(11) “Foreign limited cooperative association” means a limited cooperative association that is not:
(a) Organized pursuant to the laws of the Commonwealth of Kentucky; or
(b) As to its internal affairs, governed by the laws of the Commonwealth of
Kentucky;
(12) “Foreign limited liability partnership” means a partnership that:
(a) Is formed under laws other than the laws of this Commonwealth; and
(b) Has the status of a limited liability partnership under those laws;
(13) “Foreign professional service corporation” has the same meaning as in KRS
274.005;
(14) “Foreign rural electric cooperative” means a rural electric cooperative organized otherwise than under KRS § 279.010 to KRS § 279.210;
(15) “Foreign rural telephone cooperative” means a rural telephone cooperative organized otherwise than under KRS § 279.310 to KRS § 279.990 excepting 279.570;
(16) “Foreign unincorporated nonprofit association” means an unincorporated nonprofit association that is not:
(a) Organized in accordance with the laws of the Commonwealth of Kentucky; or
(b) As to its internal affairs, governed by the laws of the Commonwealth of
Kentucky;
(17) “Good standing” means that all annual reports which are required to be received from an entity or foreign entity have been delivered to and filed by the Secretary of State, that all other lawfully required statutory documentation has been received and filed, and that all fees, costs, and expenses, including penalties incurred in connection therewith, have been paid;
(18) “Limited cooperative association” means a limited cooperative association governed as to its internal affairs by KRS Chapter 272A;
(19) “Limited liability company” has the same meaning as in KRS § 275.015;
(20) “Limited liability partnership” means a partnership that has filed a statement of qualification under KRS § 362.1-931 or a registration as a registered limited liability partnership under KRS § 362.555 and does not have a similar statement or registration in effect in any other jurisdiction;
(21) “Name of record with the Secretary of State” means any real, fictitious, reserved, registered, or assumed name of an entity or foreign entity;
(22) “Nonprofit corporation,” other than in the term “foreign nonprofit corporation,” means a nonprofit corporation incorporated pursuant to and governed as to its internal affairs by KRS Chapter 273 or predecessor law;
(23) “Organic act” means the law of a state or other jurisdiction governing the organization and internal affairs of an entity or foreign entity;
(24) “Organized” means organized, incorporated, or formed;
(25) “Organizational filing” means a filing made with the Secretary of State as a precondition to the formation, organization, or incorporation of an entity, including articles of incorporation, articles of organization, articles of association, certificates of trust, and certificates of limited partnership. A statement of qualification filed
pursuant to KRS § 362.1-931 or a registration as a limited liability partnership filed pursuant to KRS § 362.555 is not an organizational filing;
(26) “Partnership” means an association of two (2) or more persons to carry on as co- owners a business for profit formed under KRS § 362.1-202, predecessor law, or comparable law of another jurisdiction;
(27) “Partnership agreement” means the agreement, whether written, oral, or implied, among the partners concerning the partnership, including amendments to the partnership agreement;
(28) “Person” means an individual, an entity, a foreign entity, or any other legal or commercial entity;
(29) “Principal office” means the address required by this chapter or the organic act to be of record with the Secretary of State as the principal office, the principal place of business address, the designated office of a limited partnership, or the chief executive office of a limited liability partnership;
(30) “Professional service corporation” has the same meaning as in KRS § 274.005;
(31) “Professional services” means the personal services rendered by physicians, osteopaths, optometrists, podiatrists, chiropractors, dentists, nurses, pharmacists, psychologists, occupational therapists, veterinarians, engineers, architects, landscape architects, certified public accountants, public accountants, physical therapists, and attorneys;
(32) “Property” means all property, real, personal, or mixed, tangible or intangible, or any interest therein;
(33) “Qualified person” has the same meaning as in KRS § 274.005;
(34) “Registered agent” means a registered agent appointed in accordance with KRS
14A.4-010 or predecessor law, and is synonymous with agent for service of process; (35) “Registered office” means the registered office identified in accordance with and
satisfying the requirements of KRS § 14A.4-010(1)(b). The registered office address
must be a street address;
(36) “Regulatory board” means the agency that is charged by law with the licensing and regulation of the practice of the profession which the entity is organized to provide;
(37) “Rural electric cooperative” means a rural electric cooperative governed as to its internal affairs by KRS § 279.010 to KRS § 279.210;
(38) “Rural telephone cooperative” means a rural telephone cooperative governed as to its internal affairs by KRS § 279.310 to KRS § 279.990 excepting KRS § 279.570;
(39) “Series entity” means an entity or a foreign entity authorized and enabled by its organic act and organizational filing to create series having separate rights, powers, or duties with respect to specific property or obligations of the series entity, or the profits and losses associated with specific property or obligations;
(40) “Sign” or “signature” includes any manual, facsimile, conformed, or electronic signature;
(41) “State” means a state of the United States, the District of Columbia, the
Commonwealth of Puerto Rico, or any territory or insular possession subject to the
jurisdiction of the United States;
(42) “Statutory trust” means a trust governed as to its internal affairs by KRS Chapter
386A;
(43) “Unincorporated nonprofit association” means an unincorporated nonprofit association governed as to its internal affairs by KRS Chapter 273A;
(44) “Veteran” means any person who served in the United States Armed Forces, Reserves, or National Guard and was separated or released therefrom with an honorable discharge, discharge under honorable conditions, or general discharge under honorable conditions or any person who currently serves in the United States Armed Forces, Reserves, or National Guard; and
(45) “Veteran-owned business” means a business:
(a) That is at least fifty-one percent (51%) unconditionally owned by one (1) or more veterans;
(b) In the case of a publicly owned business, in which at least fifty-one percent
(51%) of the stock is unconditionally owned by one (1) or more veterans; or
(c) That is a nonprofit business which is at least fifty-one percent (51%)
unconditionally managed by one (1) or more veterans.
Effective: July 15, 2020
History: Amended 2020 Ky. Acts ch. 125, sec. 1, effective July 15, 2020. — Amended
2018 Ky. Acts ch. 58, sec. 2, effective July 14, 2018. — Amended 2017 Ky. Acts ch.
193, sec. 3, effective June 29, 2017. — Amended 2012 Ky. Acts ch. 81, sec, 78, effective July 12, 2012; and ch. 160, sec. 125, effective July 12, 2012. — Amended
2011 Ky. Acts ch. 29, sec. 4, effective June 8, 2011. — Created 2010 Ky. Acts ch.
151, sec. 7, effective January 1, 2011.
Legislative Research Commission Note (7/15/2020). Under the authority of KRS
7.136(1), the Reviser of Statutes has altered the format of this statute during codification to place the terms in alphabetical order. The words in the text were not changed.