Terms Used In Kentucky Statutes > Chapter 275 - Limited Liability Companies

• Action: includes all proceedings in any court of this state. See Kentucky Statutes 446.010
• Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
• Answer: The formal written statement by a defendant responding to a civil complaint and setting forth the grounds for defense.
• any other state: includes any state, territory, outlying possession, the District of Columbia, and any foreign government or country. See Kentucky Statutes 446.010
• Appraisal: A determination of property value.
• Articles of organization: means the articles filed in conformity with the provisions of KRS §. See Kentucky Statutes 275.015
• Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
• Attorney: means attorney-at-law. See Kentucky Statutes 446.010
• Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
• Business entity: means a domestic or foreign limited liability company, corporation, partnership, limited partnership, business or statutory trust, and not-for-profit unincorporated association. See Kentucky Statutes 275.015
• Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
• Company: may extend and be applied to any corporation, company, person, partnership, joint stock company, or association. See Kentucky Statutes 446.010
• Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
• Contract: A legal written agreement that becomes binding when signed.
• Corporation: means a profit or nonprofit corporation formed under the laws of any state or a foreign country. See Kentucky Statutes 275.015
• Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
• Court: means every court having jurisdiction in the case. See Kentucky Statutes 275.015
• Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
• Deed: The legal instrument used to transfer title in real property from one person to another.
• Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
• delivery: means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery, and electronic transmission. See Kentucky Statutes 275.015
• Directors: when applied to corporations, includes managers or trustees. See Kentucky Statutes 446.010
• Dissent: means a right to object to a proposed action or transaction and, in connection therewith, to demand a redemption of a limited liability company interest. See Kentucky Statutes 275.015
• 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
• domestic limited liability company: means a limited liability company formed under this chapter and, except with respect to a nonprofit limited liability company, having one (1) or more members. See Kentucky Statutes 275.015
• Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
• Federal: refers to the United States. See Kentucky Statutes 446.010
• Fiduciary: A trustee, executor, or administrator.
• Foreclosure: A legal process in which property that is collateral or security for a loan may be sold to help repay the loan when the loan is in default. ^{Source: OCC}
• 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
• Foreign limited liability company: means an organization that is: (a) An unincorporated association. See Kentucky Statutes 275.015
• Fraud: Intentional deception resulting in injury to another.
• Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. ^{Source: FDIC}
• interest in the limited liability company: means the interest that may be issued in accordance with KRS §. See Kentucky Statutes 275.015
• Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
• Knowledge: means actual knowledge of a fact. See Kentucky Statutes 275.015
• Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). ^{Source: OCC}
• Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
• Lien: A claim against real or personal property in satisfaction of a debt.
• Limited partnership: means a limited partnership formed under the laws of the
  Commonwealth or any other state or a foreign country. See Kentucky Statutes 275.015
• Majority-in-interest of the members: means those members entitled to cast a majority of the votes to be cast by the members on any matter under the terms of the operating agreement described in KRS §. See Kentucky Statutes 275.015
• managers: means , with respect to a limited liability company that has set forth in its articles of organization that it is to be managed by managers, the person or persons designated in accordance with KRS §. See Kentucky Statutes 275.015
• members: means a person or persons who have been admitted to membership in a limited liability company as provided in KRS §. See Kentucky Statutes 275.015
• Nonprofit limited liability company: means a limited liability company formed for a nonprofit purpose having one (1) or more or no members that has elected in its articles of organization to be treated as a nonprofit limited liability company in accordance with KRS §. See Kentucky Statutes 275.015
• Nonprofit purpose: includes any purpose authorized under KRS §. See Kentucky Statutes 275.015
• 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.
• Operating agreement: means any agreement, written or oral, among all of the members, as to the conduct of the business and affairs of a limited liability company. See Kentucky Statutes 275.015
• Partnership: includes both general and limited partnerships. See Kentucky Statutes 446.010
• 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.
• Person: means an individual, a partnership, a domestic or foreign limited liability company, a trust, an estate, an association, a corporation, or any other legal entity. See Kentucky Statutes 275.015
• Personal property: All property that is not real property.
• Plaintiff: The person who files the complaint in a civil lawsuit.
• Power of attorney: A written instrument which authorizes one person to act as another's agent or attorney. The power of attorney may be for a definite, specific act, or it may be general in nature. The terms of the written power of attorney may specify when it will expire. If not, the power of attorney usually expires when the person granting it dies. ^{Source: OCC}
• Precedent: A court decision in an earlier case with facts and law similar to a dispute currently before a court. Precedent will ordinarily govern the decision of a later similar case, unless a party can show that it was wrongly decided or that it differed in some significant way.
• Principal office: means the office, in or out of the Commonwealth, so designated in writing with the Secretary of State where the principal executive offices of a domestic or foreign limited liability company are located. See Kentucky Statutes 275.015
• Proceeding: means civil suit and criminal, administrative, and investigative action. See Kentucky Statutes 275.015
• Professional limited liability company: means a limited liability company organized under this chapter or the laws of another state or foreign country for purposes that include, but are not limited to, the providing of one (1) or more professional services. See Kentucky Statutes 275.015
• Quorum: The number of legislators that must be present to do business.
• real estate: includes lands, tenements, and hereditaments and all rights thereto and interest therein, other than a chattel interest. See Kentucky Statutes 446.010
• Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
• Regulating board: means the governmental agency which is charged by law
  with the licensing and regulation of the practice of the profession which the professional limited liability company is organized to provide. See Kentucky Statutes 275.015
• Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
• Service of process: The service of writs or summonses to the appropriate party.
• Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
• State: means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico. See Kentucky Statutes 275.015
• Statute: A law passed by a legislature.
• Tort: A civil wrong or breach of a duty to another person, as outlined by law. A very common tort is negligent operation of a motor vehicle that results in property damage and personal injury in an automobile accident.
• Trustee: A person or institution holding and administering property in trust.
• Venue: The geographical location in which a case is tried.