Sec. 34-301. Definitions.
Sec. 34-301. Definitions. As used in sections 34-300 to 34-399, inclusive:
(1) "Business" includes every trade, occupation and profession.
(2) "Debtor in bankruptcy" means a person who is the subject of: (A) An order for
relief under Title 11 of the United States Code or a comparable order under a successor
statute of general application; or (B) a comparable order under federal, state or foreign
law governing insolvency.
(3) "Distribution" means a transfer of money or other property from a partnership
to a partner in the partner's capacity as a partner or to the partner's transferee.
(4) "Foreign registered limited liability partnership" includes a partnership formed
pursuant to an agreement governed by the laws of any state other than this state and
registered or denominated as a registered limited liability partnership or limited liability
partnership under the laws of such other state.
(5) "Interests" means the proprietary interests in an other entity.
(6) "Merger" means a business combination pursuant to section 34-388.
(7) "Organizational documents" means the basic document or documents that create, or determine the internal governance of, an other entity.
(8) "Other entity" means any association or legal entity, other than a domestic or
foreign partnership, organized to conduct business, including, but not limited to, a corporation, limited partnership, limited liability partnership, limited liability company, joint
venture, joint stock company, business trust, statutory trust and real estate investment
trust.
(9) "Partnership" means an association of two or more persons to carry on as co-owners a business for profit formed under section 34-314, predecessor law or comparable law of another jurisdiction, and includes for all purposes of the laws of this state a
registered limited liability partnership.
(10) "Partnership agreement" means the agreement, whether written, oral or implied, among the partners concerning the partnership, including amendments to the
partnership agreement.
(11) "Partnership at will" means a partnership in which the partners have not agreed
to remain partners until the expiration of a definite term or the completion of a particular
undertaking.
(12) "Partnership interest" or "partner's interest in the partnership" means all of a
partner's interests in the partnership, including the partner's transferable interest and
all management and other rights.
(13) "Party to a merger" means any domestic or foreign partnership or other entity
that will merge under a plan of merger.
(14) "Person" means an individual, corporation, limited liability company, business
trust, estate, trust, partnership, association, joint venture, government, governmental
subdivision, agency or instrumentality, or any other legal or commercial entity.
(15) "Plan of merger" means a plan entered into pursuant to section 34-388.
(16) "Property" means all property, real, personal or mixed, tangible or intangible,
or any interest therein.
(17) "Registered limited liability partnership" includes a partnership formed pursuant to an agreement governed by the laws of this state, registered under section 34-419,
and complying with sections 34-406 and 34-420.
(18) "State" means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico or any territory or insular possession subject to the jurisdiction
of the United States.
(19) "Statement" means a statement of partnership authority under section 34-324,
a statement of denial under section 34-325, a statement of dissociation under section
34-365, a statement of dissolution under section 34-376, a statement of merger under
section 34-390, or an amendment or cancellation of any of the foregoing.
(20) "Survivor" in a merger means the partnership or other entity into which one
or more other partnerships or other entities are merged or consolidated. A survivor of
a merger may preexist the merger or be created by the merger.
(21) "Transfer" includes an assignment, conveyance, lease, mortgage, deed and
encumbrance.
(P.A. 95-341, S. 2, 58; P.A. 03-18, S. 69.)
History: P.A. 95-341 effective July 1, 1997; P.A. 03-18 made a technical change, added new Subdivs. (5) to (8) defining
"interests", "merger", "organizational documents" and "other entity", redesignated existing Subdivs. (5) to (8) as Subdivs.
(9) to (12), added new Subdivs. (13), (15) and (20) defining "party to a merger", "plan of merger" and "survivor", and
redesignated existing Subdivs. (9) to (14) as Subdivs. (14), (16) to (19) and (21), effective July 1, 2003.
Subdiv. (5):
Generally, a mutual agency relationship is essential element of a partnership. 63 CA 17.