2012 Kentucky Revised Statutes
CHAPTER 362 PARTNERSHIPS
SUBCHAPTER 2 Kentucky Uniform Limited Partnership Act (2006)
2.1101 Definitions for KRS 362.2-1101 to 362.2-1113.
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<![CDATA[362.2-1101 Definitions for KRS 362.2-1101 to 362.2-1113.
As used in KRS 362.2-1101 to 362.2-1113, 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 362.2-1102, 362.2-1103, 362.21104, and 362.2-1105;
(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 362.2-1102;
(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 coowning, 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 coowning, 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.
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