{"data":{"id":"us-ky/krs-275.015","jurisdiction":"us-ky","citation":"KRS 275.015","heading":"Definitions for chapter.","body":"As used in this chapter, unless the context otherwise requires:\n(1) \"Articles of organization\" means  the articles filed in conformity with the\nprovisions of KRS  275.020 and 275.025, and those articles as amended  or\nrestated;\n(2) \"Business entity\" means  a domestic or foreign limited liability company,\ncorporation, partnership, limited partnership, business or statutory trust, and\nnot-for-profit unincorporated association;\n(3) \"Corporation\" means a profit or nonprofit corporation formed under the laws of\nany state or a foreign country;\n(4) \"Court\" means every court having jurisdiction in the case;\n(5) \"Deliver\" or \"delivery\" means  any method of delivery used in conventional\ncommercial practice, including delivery by hand, mail, commercial delivery, and\nelectronic transmission;\n(6) \"Dissent\" means  a right to object to a proposed action or transaction and, in\nconnection therewith, to demand  a redemption of a limited liability company\ninterest;\n(7) \"Electronic transmission\" or \"electronically transmitted\" means any process of\ncommunication not directly involving the physical transfer of paper that is\nsuitable for the retention, retrieval, and reproduction of information by the\nrecipient;\n(8) \"Event of disassociation\" means an event that causes a person to cease to be\na member  as provided in KRS 275.280;\n(9) \"Foreign limited liability company\" means an organization that is:\n(a) An unincorporated association;\n(b) Organized  under  laws  of a  state other than the laws  of this\nCommonwealth,  or under the laws of any foreign country; and\n(c) Organized under a statute pursuant to which an association may  be\nformed that affords to each of its members  limited liability with respect to\nthe liabilities of the entity;\n(10) \"Foreign nonprofit corporation\" means  a  corporation incorporated for a\nnonprofit purpose under the laws of a state other than the Commonwealth  or\nunder the laws of a foreign country;\n(11) \"Knowledge\" means actual knowledge of a fact;\n(12) \"Limited liability company\"  or \"domestic limited liability company\"  means  a\nlimited liability company formed under this chapter and, except with respect to\na nonprofit limited liability company, having one (1) or more members;\n(13) \"Limited liability company  interest\" or \"interest in the limited liability company\"\nmeans  the interest that may be issued in accordance with KRS 275.195;\n(14) \"Limited partnership\" means a limited partnership formed under the laws of the\nCommonwealth  or any other state or a foreign country;\n(15) \"Majority-in-interest of the members\" means those members  entitled to cast a\nmajority of the votes to be cast by the members  on any matter under the terms\nof the operating agreement described in KRS 275.175(3);\n(16) \"Manager\" or \"managers\" means, with respect to a limited liability company\nthat has set forth in its articles of organization that it is to be managed  by\nmanagers, the person or persons designated in accordance with KRS 275.165;\n(17) \"Member\"  or \"members\" means a person or persons who have been admitted\nto membership in a limited liability company  as provided in KRS  275.275 and\nwho  have not ceased to be members  as provided in KRS 275.172 or 275.280;\n(18) \"Name  of record with the Secretary of State\" means  any real, fictitious,\nreserved, registered, or assumed name of a business entity;\n(19) \"Nonprofit limited liability company\" means  a limited liability company  formed\nfor a nonprofit purpose having one (1) or more or no members  that has elected\nin its articles of organization to be treated as a nonprofit limited liability\ncompany  in accordance with KRS 275.025(6);\n(20) \"Nonprofit purpose\" includes any purpose authorized under KRS 273.167;\n(21) \"Operating agreement\" means any agreement, written or oral, among all of the\nmembers,  as to the conduct of the business and affairs of a limited liability\ncompany. If a limited liability company has only one (1) member, an operating\nagreement shall be deemed to include:\n(a) A writing executed by the member  that relates to the affairs of the limited\nliability company  and the conduct of its business regardless of whether\nthe writing constitutes an agreement; or\n(b) If the limited liability company  is managed  by a manager, any other\nagreement  between the member  and the limited liability company  as it\nrelates to the limited liability company  and the conduct of its business,\nregardless of whether the agreement is in writing;\n(22) \"Person\" means  an individual, a partnership, a domestic or foreign limited\nliability company, a trust, an estate, an association, a corporation, or any other\nlegal entity;\n(23) \"Principal office\" means  the office, in or out of the Commonwealth,  so\ndesignated in writing with the Secretary of State where the principal executive\noffices of a domestic or foreign limited liability company are located;\n(24) \"Proceeding\" means  civil suit and criminal, administrative, and investigative\naction;\n(25) \"Professional limited liability company\"  means  a limited liability company\norganized under this chapter or the laws of another state or foreign country for\npurposes that include, but are not limited to, the providing of one (1) or more\nprofessional services. Except as otherwise expressly provided in this chapter,\nall provisions of this chapter governing limited liability companies shall be\napplicable to professional limited liability companies;\n(26) \"Professional services\" mean  the personal services rendered by physicians,\nosteopaths,  optometrists, podiatrists, chiropractors, dentists, nurses,\npharmacists, psychologists, occupational therapists, veterinarians, engineers,\narchitects, landscape  architects, certified public accountants, public\naccountants, physical therapists, and attorneys;\n(27) \"Real name\" shall have the meaning set forth in KRS 365.015;\n(28) \"Regulating board\" means  the governmental agency which is charged by law\nwith the licensing and regulation of the practice of the profession which the\nprofessional limited liability company is organized to provide; and\n(29) \"State\" means a state, territory, or possession of the United States, the District\nof Columbia, or the Commonwealth  of Puerto Rico.","path":["KRS Chapter 275"],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=47081","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:53:26Z","sha256":"904bc9a84ae0bc495d826b91cd7edf532bdd822db4e91264b2d6f29b63c4e6db","source_id":"us-ky","stale":false,"prev":"us-ky/krs-275.010","next":"us-ky/krs-275.020"},"notice":"GroundRules: Original legal text. Not legal advice."}