275.015 Definitions for chapter.
As used in this chapter, unless the context otherwise requires:
(1) "Articles of organization" means the articles filed in conformity with the provisions
of KRS 275.020 and 275.025, and those articles as amended or restated;
(2) "Business entity" means a domestic or foreign limited liability company,
corporation, partnership, limited partnership, business or statutory trust, and not-forprofit unincorporated association;
(3) "Corporation" means a profit or nonprofit corporation formed under the laws of any
state or a foreign country;
(4) "Court" means every court having jurisdiction in the case;
(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) "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;
(7) "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;
(8) "Event of disassociation" means an event that causes a person to cease to be a
member as provided in KRS 275.280;
(9) "Foreign limited liability company" means an organization that is:
(a) An unincorporated association;
(b) Organized under laws of a state other than the laws of this Commonwealth, or
under the laws of any foreign country; and
(c) Organized under a statute pursuant to which an association may be formed
that affords to each of its members limited liability with respect to the
liabilities of the entity;
(10) "Knowledge" means actual knowledge of a fact;
(11) "Limited liability company" or "domestic limited liability company" means a
limited liability company formed under this chapter having one (1) or more
members;
(12) "Limited liability company interest" or "interest in the limited liability company"
means the interest that may be issued in accordance with KRS 275.195;
(13) "Limited partnership" means a limited partnership formed under the laws of the
Commonwealth or any other state or a foreign country;
(14) "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 275.175(3);
(15) "Manager" or "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 275.165;
(16) "Member" or "members" means a person or persons who have been admitted to
membership in a limited liability company as provided in KRS 275.275 and who
have not ceased to be members as provided in KRS 275.280;
(17) "Name of record with the Secretary of State" means any real, fictitious, reserved,
registered, or assumed name of a business entity;
(18) "Nonprofit limited liability company" means a limited liability company formed for
a nonprofit purpose;
(19) "Nonprofit purpose" includes any purpose authorized under KRS 273.167;
(20) "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. If a limited liability company has only one (1) member, an operating
agreement shall be deemed to include:
(a) A writing executed by the member that relates to the affairs of the limited
liability company and the conduct of its business regardless of whether the
writing constitutes an agreement; or
(b) If the limited liability company is managed by a manager, any other agreement
between the member and the limited liability company as it relates to the
limited liability company and the conduct of its business, regardless of
whether the agreement is in writing;
(21) "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;
(22) "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;
(23) "Proceeding" means civil suit and criminal, administrative, and investigative action;
(24) "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. Except as otherwise expressly provided in this chapter, all
provisions of this chapter governing limited liability companies shall be applicable
to professional limited liability companies;
(25) "Professional services" mean 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;
(26) "Real name" shall have the meaning set forth in KRS 365.015;
(27) "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; and
(28) "State" means a state, territory, or possession of the United States, the District of
Columbia, or the Commonwealth of Puerto Rico.
Effective: July 15, 2010
History: Repealed and reenacted 2010 Ky. Acts ch. 51, sec. 93, effective July 15, 2010.
-- Amended 2007 Ky. Acts ch. 137, sec. 93, effective June 26, 2007. -- Amended
2006 Ky. Acts ch. 149, sec. 232, effective July 12, 2006. -- Amended 1998 Ky. Acts
ch. 341, sec. 21, effective July 15, 1998. -- Created 1994 Ky. Acts ch. 389, sec. 3,
effective July 15, 1994.
Legislative Research Commission Note (7/15/2010). 2010 Ky. Acts ch. 51, sec. 183,
provides, "The specific textual provisions of Sections 1 to 178 of this Act which
reflect amendments made to those sections by 2007 Ky. Acts ch. 137 shall be deemed
effective as of June 26, 2007, and those provisions are hereby made expressly
retroactive to that date, with the remainder of the text of those sections being
unaffected by the provisions of this section."
Legislative Research Commission Note (6/26/2007). 2007 Ky. Acts ch. 137, sec. 93,
subsection (26) cited "Section 164 of this Act." It is apparent from context that the
section referred to should have been Section 163 of the Act, KRS 365.015. The
Reviser of Statutes has made this change under the authority of KRS 7.136.
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