Kentucky Statutes 362.2-951 – Definitions for KRS 362.2-951 to 362.2-963
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As used in KRS § 362.2-951 to KRS § 362.2-963, unless the context otherwise requires:
(1) “Constituent limited partnership” means a constituent organization that is a limited partnership;
(2) “Constituent organization” means an organization that is party to a merger;
(3) “Converted limited partnership” means the limited partnership into which a converting organization converts pursuant to KRS § 362.2-952, 362.2-953, 362.2-
954, and 362.2-955;
(4) “Converted organization” means an organization into which another organization has been converted;
(5) “Converting limited partnership” means a converting organization that is a limited partnership;
(6) “Converting organization” means an organization that converts into another organization pursuant to KRS § 362.2-952;
(7) “General partner” means a general partner of a limited partnership;
(8) “Governing statute” of an organization means the statute that governs the organization’s internal affairs;
(9) “Organization” means a general partnership, including a limited liability partnership; limited partnership, including a limited liability limited partnership; limited liability company; business trust; corporation; or any other entity having a governing statute. The term includes domestic and foreign entities regardless of whether organized for profit;
(10) “Organizational documents” means:
(a) For a domestic or foreign general partnership, its partnership agreement;
(b) For a limited partnership or foreign limited partnership, its certificate of limited partnership and partnership agreement; and
(c) For a domestic or foreign limited liability company, its articles of organization and operating agreement, or comparable records as provided in its governing statute;
(11) “Person dissociated as a general partner” means a person dissociated as a general partner of a limited partnership;
(12) “Personal liability” means personal liability for a debt, liability, or other obligation of an organization which is imposed on a person that co-owns, has an interest in, or is a member of the organization:
(a) By the organization’s governing statute solely by reason of the person co- owning, having an interest in, or being a member of the organization; or
(b) By the organization’s organizational documents under a provision of the organization’s governing statute authorizing those documents to make one (1) or more specified persons liable for all or specified debts, liabilities, and obligations of the organization solely by reason of the person or persons co- owning, having an interest in, or being a member of the organization; and
(13) “Surviving organization” means an organization into which one (1) or more other organizations are merged. A surviving organization may preexist the merger or be created by the merger.
Effective: June 8, 2011
History: Amended 2011 Ky. Acts ch. 29, sec. 19, effective June 8, 2011. — Created
2006 Ky. Acts ch. 149, sec. 176, effective July 12, 2006.
Formerly codified as KRS § 362.2-1101.
(1) “Constituent limited partnership” means a constituent organization that is a limited partnership;
Terms Used In Kentucky Statutes 362.2-951
- Business trust: includes , except when utilized in KRS Chapter 386, a "statutory trust" as organized under KRS Chapter 386A. See Kentucky Statutes 446.010
- Company: may extend and be applied to any corporation, company, person, partnership, joint stock company, or association. See Kentucky Statutes 446.010
- Domestic: when applied to a corporation, partnership, business trust, or limited liability company, means all those incorporated or formed by authority of this state. See Kentucky Statutes 446.010
- Entity: means a corporation, foreign corporation, not-for-profit corporation, profit and not-for-profit unincorporated associations, business or statutory trust, estate, partnership, limited partnership, trust, two (2) or more persons having a joint or common economic interest, and a state, national, or foreign government. See Kentucky Statutes 362.2-102
- Foreign: when applied to a corporation, partnership, limited partnership, business trust, statutory trust, or limited liability company, includes all those incorporated or formed by authority of any other state. See Kentucky Statutes 446.010
- General partner: means :
(a) With respect to a limited partnership, a person that:
1. See Kentucky Statutes 362.2-102 - 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.
- Partner: means a limited partner or general partner. See Kentucky Statutes 362.2-102
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Partnership: includes both general and limited partnerships. See Kentucky Statutes 446.010
- Partnership agreement: means the partners' agreement, oral, implied, in record form, or in any combination, concerning the limited partnership. See Kentucky Statutes 362.2-102
- Person: means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. See Kentucky Statutes 362.2-102
- Statute: A law passed by a legislature.
(2) “Constituent organization” means an organization that is party to a merger;
(3) “Converted limited partnership” means the limited partnership into which a converting organization converts pursuant to KRS § 362.2-952, 362.2-953, 362.2-
954, and 362.2-955;
(4) “Converted organization” means an organization into which another organization has been converted;
(5) “Converting limited partnership” means a converting organization that is a limited partnership;
(6) “Converting organization” means an organization that converts into another organization pursuant to KRS § 362.2-952;
(7) “General partner” means a general partner of a limited partnership;
(8) “Governing statute” of an organization means the statute that governs the organization’s internal affairs;
(9) “Organization” means a general partnership, including a limited liability partnership; limited partnership, including a limited liability limited partnership; limited liability company; business trust; corporation; or any other entity having a governing statute. The term includes domestic and foreign entities regardless of whether organized for profit;
(10) “Organizational documents” means:
(a) For a domestic or foreign general partnership, its partnership agreement;
(b) For a limited partnership or foreign limited partnership, its certificate of limited partnership and partnership agreement; and
(c) For a domestic or foreign limited liability company, its articles of organization and operating agreement, or comparable records as provided in its governing statute;
(11) “Person dissociated as a general partner” means a person dissociated as a general partner of a limited partnership;
(12) “Personal liability” means personal liability for a debt, liability, or other obligation of an organization which is imposed on a person that co-owns, has an interest in, or is a member of the organization:
(a) By the organization’s governing statute solely by reason of the person co- owning, having an interest in, or being a member of the organization; or
(b) By the organization’s organizational documents under a provision of the organization’s governing statute authorizing those documents to make one (1) or more specified persons liable for all or specified debts, liabilities, and obligations of the organization solely by reason of the person or persons co- owning, having an interest in, or being a member of the organization; and
(13) “Surviving organization” means an organization into which one (1) or more other organizations are merged. A surviving organization may preexist the merger or be created by the merger.
Effective: June 8, 2011
History: Amended 2011 Ky. Acts ch. 29, sec. 19, effective June 8, 2011. — Created
2006 Ky. Acts ch. 149, sec. 176, effective July 12, 2006.
Formerly codified as KRS § 362.2-1101.