LD 1609
pg. 123
Page 122 of 146 PUBLIC Law Chapter 543 Page 124 of 146
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LR 1469
Item 1

 
A.__For a domestic or foreign general partnership, its
partnership agreement;

 
B.__For a limited partnership or foreign limited
partnership, its certificate of limited partnership and
partnership agreement;

 
C.__For a domestic or foreign limited liability company, its
articles of organization and operating agreement, or
comparable records as provided 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 that are authorized by its governing
statute, or comparable records as provided in its governing
statute; and

 
F.__For any other organization, the basic records that
create the organization and determine its internal
governance and the relations among the persons that own it,
have an interest in it or are members of it.

 
10.__Personal liability.__"Personal liability" means personal
liability 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 by reason
of the person co-owning, having an interest in or being a
member of the organization; or

 
B.__By the organization's organizational documents under a
provision of the organization's governing statute
authorizing those documents to make one or more specified
persons liable for all or specified debts, liabilities and
other obligations of the organization solely by reason of
the person or persons co-owning, having an interest in or
being a member of the organization.

 
11.__Surviving organization.__"Surviving organization" means
an organization into which one or more other organizations are
merged. A surviving organization may preexist the merger or be
created by the merger.

 
§1432.__Conversion


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