Kentucky Statutes 272A.16-010 – Definitions
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As used in this subchapter, unless the context otherwise requires:
(1) “Constituent entity” means an entity that is a party to a merger;
(2) “Constituent limited cooperative association” means a limited cooperative association that is a party to a merger;
(3) “Converted entity” means the limited cooperative association into which a converting entity converts;
(4) “Converting entity” means a foreign entity that converts into a limited cooperative association pursuant to KRS § 272A.16-020;
(5) “Converting limited cooperative association” means a converting entity that is a limited cooperative association;
(6) “Foreign entity” has the meaning set forth in KRS § 14A.1-070;
(7) “Organizational documents” means articles of incorporation, bylaws, articles of association, operating agreements, partnership agreements, or other documents serving a similar function in the creation and governance of an entity;
(8) “Personal liability” means personal liability for a debt, liability, or other obligation of an entity imposed, by operation of law or otherwise, on a person that co-owns or has an interest in the entity:
(a) By the entity’s organic law solely because of the person co-owning or having an interest in the entity; or
(b) By the entity’s organizational documents under a provision of the entity’s organic law authorizing those documents to make one (1) or more specified persons liable for all or specified parts of the entity’s debts, liabilities, and other obligations solely because the person co-owns or has an interest in the entity; and
(9) “Surviving entity” means an entity into which one (1) or more other entities are merged, whether the entity existed before the merger or is created by the merger.
Effective: July 12, 2012
History: Created 2012 Ky. Acts ch. 160, sec. 110, effective July 12, 2012.
(1) “Constituent entity” means an entity that is a party to a merger;
Terms Used In Kentucky Statutes 272A.16-010
- Bylaws: means the bylaws of a limited cooperative association. See Kentucky Statutes 272A.1-020
- Converting entity: means a foreign entity that converts into a limited cooperative association pursuant to KRS §. See Kentucky Statutes 272A.16-010
- Cooperative: means a limited cooperative association or an entity organized under any cooperative law of any jurisdiction. See Kentucky Statutes 272A.1-020
- Entity: means an entity or a foreign entity, both as defined in KRS §. See Kentucky Statutes 272A.1-020
- Foreign entity: has the meaning set forth in KRS §. See Kentucky Statutes 272A.16-010
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Organic law: means the statute providing for the creation of an entity or principally governing its internal affairs. See Kentucky Statutes 272A.1-020
- Personal liability: means personal liability for a debt, liability, or other obligation of an entity imposed, by operation of law or otherwise, on a person that co-owns or has an interest in the entity:
(a) By the entity's organic law solely because of the person co-owning or having an interest in the entity. See Kentucky Statutes 272A.16-010
(2) “Constituent limited cooperative association” means a limited cooperative association that is a party to a merger;
(3) “Converted entity” means the limited cooperative association into which a converting entity converts;
(4) “Converting entity” means a foreign entity that converts into a limited cooperative association pursuant to KRS § 272A.16-020;
(5) “Converting limited cooperative association” means a converting entity that is a limited cooperative association;
(6) “Foreign entity” has the meaning set forth in KRS § 14A.1-070;
(7) “Organizational documents” means articles of incorporation, bylaws, articles of association, operating agreements, partnership agreements, or other documents serving a similar function in the creation and governance of an entity;
(8) “Personal liability” means personal liability for a debt, liability, or other obligation of an entity imposed, by operation of law or otherwise, on a person that co-owns or has an interest in the entity:
(a) By the entity’s organic law solely because of the person co-owning or having an interest in the entity; or
(b) By the entity’s organizational documents under a provision of the entity’s organic law authorizing those documents to make one (1) or more specified persons liable for all or specified parts of the entity’s debts, liabilities, and other obligations solely because the person co-owns or has an interest in the entity; and
(9) “Surviving entity” means an entity into which one (1) or more other entities are merged, whether the entity existed before the merger or is created by the merger.
Effective: July 12, 2012
History: Created 2012 Ky. Acts ch. 160, sec. 110, effective July 12, 2012.