14A.1-070 Definitions.
As used in this chapter, unless the context otherwise requires:
(1) "Business" includes every trade, occupation, and profession;
(2) "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;
(3) "Business trust" means a business trust governed as to its internal affairs by KRS
Chapter 386;
(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 trust, partnership, limited partnership, or
limited liability company, 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;
(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,
association, business or statutory trust, partnership, limited partnership, or limited
liability company 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 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;
(12) "Foreign professional service corporation" has the same meaning as in KRS
274.005;
(13) "Foreign rural electric cooperative" means a rural electric cooperative organized
otherwise than under KRS 279.010 to 279.210;
(14) "Foreign rural telephone cooperative" means a rural telephone cooperative
organized otherwise than under KRS 279.310 to 279.990 excepting 279.570;
(15) "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;
(16) "Limited liability company" has the same meaning as in KRS 275.015;
(17) "Limited liability partnership" means a partnership that has filed a statement of
qualification under KRS 362.1-1001 or a registration as a registered limited liability
partnership under KRS 362.555 and does not have a similar statement of
registration in effect in any other jurisdiction;
(18) "Name of record with the Secretary of State" means any real, fictitious, reserved,
registered, or assumed name of an entity or foreign entity;
(19) "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;
(20) "Organic act" means the law of a state or other jurisdiction governing the
organization and internal affairs of an entity or foreign entity;
(21) "Organized" means organized, incorporated, or formed;
(22) "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, and certificates of limited
partnership. A statement of qualification filed pursuant to KRS 362.1-1101 or a
registration as a limited liability partnership filed pursuant to KRS 362.555 is not an
organizational filing;
(23) "Partnership" means an association of two (2) or more persons to carry on as coowners a business for profit formed under KRS 362.1-202, predecessor law, or
comparable law of another jurisdiction;
(24) "Partnership agreement" means the agreement, whether written, oral, or implied,
among the partners concerning the partnership, including amendments to the
partnership agreement;
(25) "Person" means an individual, an entity, a foreign entity, or any other legal or
commercial entity;
(26) "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;
(27) "Professional service corporation" has the same meaning as in KRS 274.005;
(28) "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;
(29) "Property" means all property, real, personal, or mixed, tangible or intangible, or
any interest therein;
(30) "Qualified person" has the same meaning as in KRS 274.005;
(31) "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;
(32) "Regulatory board" means the agency that is charged by law with the licensing and
regulation of the practice of the profession which the professional partnership is
organized to provide;
(33) "Rural electric cooperative" means a rural electric cooperative governed as to its
internal affairs by KRS 279.010 to 279.210;
(34) "Rural telephone cooperative" means a rural telephone cooperative governed as to
its internal affairs by 279.310 to 279.990 excepting 279.570;
(35) "Sign" or "signature" includes any manual, facsimile, conformed, or electronic
signature; and
(36) "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.
Effective: June 8, 2011
History: Amended 2011 Ky. Acts ch. 29, sec. 4, effective June 8, 2011. -- Created 2010
Ky. Acts ch. 151, sec. 7, effective January 1, 2011.
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