§ 4-46-901 — Definitions

In this subchapter: (1) "Constituent partnership" means a constituent organization that is a partnership (including a limited liability partnership); (2) "Constituent organization" means an organization that is party to a merger; (3) "Converted organization" means the organization into which a converting organization converts under §§ 4-46-902 - 4-46-905 ; (4) "Converting partnership" means a converting organization that is a partnership (including a limited liability partnership); (5) "Converting organization" means an organization that converts into another organization under § 4-46-902 ; (6) "Governing statute" of an organization means the statute that governs the organization's internal affairs; (7) "In a record" means maintained or kept on file by the organization at an office of the organization or with the Secretary of State; (8) (A) "Organization" means: (i) A partnership, including a limited liability partnership; (ii) A limited partnership, including a limited liability limited partnership; (iii) A limited liability company; (iv) A business trust; (v) A corporation; or (vi) Any other entity that has a governing statute. (B) "Organization" includes a domestic or foreign organization whether or not the organization is organized for profit; (9) "Organizational documents" means: (A) For a domestic or foreign general partnership, its partnership agreement and if applicable statement of qualification; (B) For a domestic or foreign limited partnership, its certificate of limited partnership and partnership agreement; (C) For a domestic or foreign limited liability company, its certificate of organization and operating agreement, or the comparable records as provided for in its governing statute; (D) For a business trust, its agreement of trust and declaration of trust; (E) For a domestic or foreign corporation for profit, its articles of incorporation, bylaws, and other agreements among its shareholders which are authorized by its governing statute or the comparable records provided for in its governing statute; and (F) For any other organization, the records that: (i) Create the organization; (ii) Determine the internal governance of the organization; and (iii) Determine the relations among the organization's owners, members, and interested parties; (10) "Personal liability" means individual financial responsibility for a debt, liability, or other obligation of an organization that 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 because the person co-owns, has an interest in, or is a member of the organization; or (B) By the organization's organizational documents under a provision of the organization's governing statute authorizing the documents to make one (1) or more specified persons liable for all or specified debts, liabilities, and other obligations of the organization solely because the person or persons co-own, have an interest in, or are members of the organization; and (11) "Surviving organization" means an organization into which one (1) or more other organizations are merged.

Legislative History

Amended by Act 2023, No. 108,§ 4, eff. 8/1/2023. Acts 2009, No. 408, § 6.