16-16-1601 - Definitions.
16-16-1601. Definitions.
In this part:
(1) "Constituent entity" means an entity that is a party to a merger.
(2) "Constituent limited cooperative association" means a limited cooperative associationthat is a party to a merger.
(3) "Converted entity" means the organization into which a converting entity convertspursuant to Sections 16-16-1602 through 16-16-1605.
(4) "Converting entity" means an entity that converts into another entity pursuant toSections 16-16-1602 through 16-16-1605.
(5) "Converting limited cooperative association" means a converting entity that is alimited cooperative association.
(6) "Organizational documents" means articles of incorporation, bylaws, articles oforganization, operating agreements, partnership agreements, or other documents serving a similarfunction in the creation and governance of an entity.
(7) "Personal liability" means personal liability for a debt, liability, or other obligation ofan entity imposed, by operation of law or otherwise, on a person that co-owns or has an interestin the entity:
(a) by the entity's organic law solely because of the person co-owning or having aninterest in the entity; or
(b) by the entity's organizational documents under a provision of the entity's organic lawauthorizing those documents to make one or more specified persons liable for all or specifiedparts of the entity's debts, liabilities, and other obligations solely because the person co-owns orhas an interest in the entity.
(8) "Surviving entity" means an entity into which one or more other entities are merged,whether the entity existed before the merger or is created by the merger.
Enacted by Chapter 363, 2008 General Session