275.015 Definitions for chapter.
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/ky/chapter-275/275-015A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
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-for-profit 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)"Foreign nonprofit corporation" means a corporation incorporated for a
nonprofit purpose under the laws of a state other than the Commonwealth or
under the laws of a foreign country;
(11)"Knowledge" means actual knowledge of a fact;
(12)"Limited liability company" or "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;
(13)"Limited liability company interest" or "interest in the limited liability company"
means the interest that may be issued in accordance with KRS 275.195;
(14)"Limited partnership" means a limited partnership formed under the laws of the
Commonwealth or any other state or a foreign country;
(15)"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);
(16)"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;
(17)"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 275.172 or 275.280;
(18)"Name of record with the Secretary of State" means any real, fictitious,
reserved, registered, or assumed name of a business entity;
(19)"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 275.025(6);
(20)"Nonprofit purpose" includes any purpose authorized under KRS 273.167;
(21)"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;
(22)"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;
(23)"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;
(24)"Proceeding" means civil suit and criminal, administrative, and investigative
action;
(25)"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;
(26)"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;
(27)"Real name" shall have the meaning set forth in KRS 365.015;
(28)"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
(29)"State" means a state, territory, or possession of the United States, the District
of Columbia, or the Commonwealth of Puerto Rico.