| | | A.__For a domestic or foreign general partnership, its | | partnership agreement; |
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| | | B.__For a limited partnership or foreign limited | | partnership, its certificate of limited partnership and | | partnership agreement; |
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| | | 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; |
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| | | D.__For a business trust, its agreement of trust and | | declaration of trust; |
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| | | 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 |
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| | | 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. |
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| | | 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: |
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| | | 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 |
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| | | 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. |
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| | | 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. |
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