United States: 2015 Amendments And Additions To Kentucky's Business Entity Laws

Last Updated: June 29 2015
Article by Scott W. Dolson

On April 1, 2015, Kentucky Governor Steve Beshear signed into law House Bill 440, which includes several significant additions and changes to Kentucky's business entity laws. The 2015 Legislation will become effective on June 24, 2015 (90 days after the closing of the 2015 General Assembly session on March 25, 2015)

1. Adoption of the Revised Uniform Unincorporated Nonprofit Association Act

The changes to KRS Chapter 273 (the Kentucky's nonprofit corporation laws) and addition of KRS Chapter 273A, Kentucky's Uniform Unincorporated Nonprofit Association Act, are said in press reporting to be the result of recommendations made by Kentucky's Secretary of State, Alison Lundergan Grimes, in cooperation with the Kentucky Nonprofit Network and Grimes's Nonprofit Task Force.

The Governor's press release had this to say about House Bill 440:

[House Bill 440] brings Kentucky law in line with more than 15 other states by updating rules for informal nonprofit entities such as Little League teams and local fundraising efforts. The bill allows these nonprofits to make a filing with the Secretary of State, affording participants limited liability from debts and obligations of the organization.

House Bill 440 will also bring much-needed updates to the state's nonprofit corporation laws, accounting for advances in technology and spelling out how nonprofits can utilize technology such as email and conference calling.

"Life is better in Kentucky because of nonprofits – thousands of agencies and organizations that perform myriad vital functions, from raising money for those in need to creating recreation for our children," said Gov. Beshear. "This bill simplifies requirements for those organizations, allowing them to focus more on their volunteer work than their paperwork."

"There are more than 27,000 nonprofit entities registered to do business in Kentucky, and they benefit our communities in a variety of important ways, from creating important jobs, to combating hunger, to assisting individuals with disabilities, to supporting our youth, to promoting the arts," said Grimes. "House Bill 440 will help them continue to serve our communities by simplifying and improving the laws that govern them, and I'm proud that our efforts to pass this legislation have paid off."

Most of the new legislation relates to the adoption of many of the provisions found in the Revised Uniform Unincorporated Nonprofit Association Act (RUUNAA) published by the National Conference of Commissioners on Uniform State Laws. Persons interested in learning more about the model act should study the prefatory note and annotations to the RUUNAA published by the National Conference of Commissioners.

As noted in the RUUNAA prefatory note:

An unincorporated nonprofit association (UNA) is a nonprofit organization that is not a charitable trust or a nonprofit corporation or any other type of association organized under statutory law that is authorized to engage in nonprofit equivalent of a general partnership, which is the default for profit organization.

RUUNAA deals with the following basic issues: (1) definition of the types of organizations covered; (2) the relation of the act to other existing laws; (3) the recognition that a UNA is a legal entity and the legal implications flowing from this status, including the ability of a UNA to own and dispose of property and to sue and be sued in its own name; (4) the contract and tort liability of a UNA and its members and managers; (5) internal governance, fiduciary duties, and agency authority; and (6) dissolution and merger.

RUUNAA was drafted with small informal associations in mind. These informal organizations are likely to have no legal advice and so fail to consider legal and organizational questions, including whether to incorporate. The act provides better answers than the common law for a limited number of legal problems. Its answers are more in accord with the expectations of those participating in the work of a UNA and third parties dealing with a UNA than the common law.

A new KRS Chapter 273A has been added to Kentucky's business entity laws, modeled on provisions from the RUUNAA, and which will be cited as the Kentucky Uniform Unincorporated Nonprofit Association Act (KUUNAA).

Prior to the adoption of the KUUNAA, the status of informal nonprofit associations in Kentucky from a business entity standpoint was unclear – depending on the facts, they might fall into the category of a general partnership under certain circumstances or have some other common law association status. These informal associations were not governed by KRS Chapter 273 because they are not organized as nonprofit corporations and were not governed by the nonprofit provisions of the Kentucky Limited Liability Company Act because they are not organized as LLCs. The fact that these unincorporated entities were not covered by any business entity statutes meant that they did not have the benefit of the liability shielding provisions of those statutes, which concerned the drafters of the RUUNAA and the KUUNAA.

Associations falling within the scope of the KUUNAA ("Associations") are defined to be unincorporated organizations consisting of two or more members joined under an agreement that is oral, in a record (which is referred to in the annotations to the model act to encompass a writing, including an electronic writing such as an email), or implied from conduct, for one or more common, nonprofit purposes. Entities incorporated or organized under other business entity statutes are excluded from the scope of KUUNAA, as are marriages, domestic partnerships, joint tenancies, tenancies in common or tenancies by the entireties, even if the owners hold property for nonprofit purposes. Associations and organizations that specifically provide in a record that the relationship does not create an unincorporated nonprofit organization are also excluded from the scope of the KUUNAA. The definition and scope of "nonprofit purposes" follows typical definition for a nonprofit organization found in statutes such as Kentucky's nonprofit corporation statutes (KRS Chapter 273). Associations that fall within the scope of the KUUNAA may, but are not required to, file a certificate of association, and if they do, they must have a registered office and agent and must file annual reports.

Under the KUUNAA, an Association is recognized as a legal entity separate from its members and may acquire and hold interests in property. If (and only if) the Association files a certificate of association with the Kentucky Secretary of State, Association members have a shield against debts, obligations and other liabilities of the Association which is similar to an LLC member's liability shield. As is the case with other business entities, members will not be protected from liability arising out of their own negligence, wrongful acts, or misconduct. A member of an Association is not a proper party to a proceeding to enforce that claim solely by reason of being a member or manager if the Association filed its statement of association prior to the date the claim accrued. Judgment creditors of an Association are generally prohibited from levying execution against a member's assets to satisfy the claim against the Association. A questionable exception to this general rule is where the Association is a debtor in bankruptcy. As a side note, it is unclear whether the drafters of the KUUNAA intended the scope of the governance and liability provisions to cover only those entities who have filed a statement of association, or all entities falling within the scope of an "association" under the KUUNAA.

The KUUNAA sets forth general governing requirements for Associations. These requirements largely mirror those of LLCs, including the concept of "members" and "managers", and the limited agency authority accorded to non-manager members. The KUUNAA provides that unless the governing principles of the corporation (sic) provides otherwise, approval of a matter by members requires an affirmative majority of the votes cast at a meeting of members.

The KUUNAA suggests that an Association may have "governing principles", which may be written, oral or implied from established practices, that govern the purpose or operation of the Association and the rights and obligations of its members and manager. Presumably, these governing principles are similar in concept to corporate bylaws or an LLC's operating agreement. Some KUUNAA provisions dealing with association governance specifically contemplate the members' right to alter the default provisions of the KUUNAA through governance principles. Presumably, many provisions that do not expressly state that they may be trumped by governance principles can, in fact, be altered by written agreement of the Association's members. For example, Association members could agree in a written document that they have a fiduciary duty to the Association and other members, in spite of the statute being silent on the right to alter the default clause.

Association members do not owe fiduciary duties to the Association solely by virtue of being a member, but must discharge their duties to the Association and other members consistent with good faith and fair dealing. A manager of an Association has a duty of loyalty and care with respect to the Association, and must manage the Association in good faith, in a manner the manager honestly believes to be in the best interest of the Association, and with such care, including reasonable inquiry, as a prudent person would reasonably exercise in a similar position and under similar circumstances. As with other organizations, conflicts of interest may be ratified by the Association, and managers are subject to the business judgment rule. The governing principles of an Association, if found in a record, may limit or eliminate manager liability, except for amounts of improperly received financial benefits, intentional infliction of harm, intentional violation of the law, breach of the duty of loyalty, or improper distributions. Association members have a right to reimbursement of expenses and indemnification similar to the LLC member counterparts.

An Association may not pay dividends or make distributions to a member or manager, but may pay reasonable compensation or reimbursements, confer benefits on a member or manager in conformity with non-profit purposes, repurchase a membership and repay a capital contribution, or make distributions of property to members upon winding up and termination. Associations may also indemnify those acting on behalf of the Association if not for an action for which liability may not be limited. The KUUNAA also has additional provisions addressing Association governance issues.

Under KRS 365.015, the real name of an Association is the name set forth in the certificate of association, or if none, the name under which the association generally acts. The real name of a foreign association is the name it is recognized as in the jurisdiction of organization. The real name of an Association must now end with "Limited" or "Ltd." If the association has not made a filing with the Kentucky Secretary of State, the KUUNAA prohibits the use of "Limited," "Ltd.," "incorporated," "corporation," "Inc.," "Corp.," "company, "partnership," or "cooperative." No Association may transact business under an assumed name without first filing a certificate of assumed name.

2. Amendments to the Kentucky Business Corporation Act (KRS Chapter 271B)

KRS 271B.1-400 has been amended to clarify the appropriate jurisdiction and venue for certain claims against the corporation. The "appropriate court" is defined in a new paragraph as the Circuit Court for the county within the Commonwealth in which the corporation maintains its principal office or, if none, the county in which the registered office is located. The statute is also amended to provide that a corporation's articles of incorporation may limit the proper venue for a derivative action or an action to compel the production of books and records to the "appropriate court".

KRS 271B.8-510 has been amended to change the requirements an individual must meet in order to be eligible for indemnification by the corporation. Going forward, a director must "honestly", as opposed to "reasonably", believe the conduct was in the corporation's best interest if performed in his or her official capacity, and in all other cases, must honestly believe the conduct was at least not opposed to its best interests.

KRS 271B.11-050 has been amended to modify the filing requirements for corporations who are parties to mergers or share exchanges. Under amended KRS 271B.11-050, the surviving or acquiring corporation must file articles of merger or share exchange with the Secretary of State that set forth the names of the parties, the name of the surviving or acquiring corporation, the information required by KRS 271B.11-010(2)(c) (if the transaction is a merger) and any amendments to the articles of incorporation of the surviving corporation, and the information required by KRS 271B.11-020(c) (if the transaction is a share exchange). Previously, articles of merger were required to set forth the plan of merger. There is little substantive difference between the old and new requirements, other than perhaps the ability to exclude additional information that might have previously been included in a "plan of merger" from the filing.

KRS 271B.13-020 has been amended to modify the rights of corporate dissenters. Under amended KRS 271B.13-020, a shareholder entitled to dissent and obtain payment may not challenge the corporate action creating his or her entitlement except by application for injunctive relief prior to the consummation of the corporate action. Previously, a dissenter could challenge the action if it was unlawful or fraudulent with respect to the shareholder. Although it remains to be seen how courts will interpret and apply this provision, it appears that the change is an attempt force minority shareholders to make any claims that a merger transaction is unlawful or fraudulent in connection with seeking a pre-merger injunction, rather than leaving open the door to challenge dissenter's rights as the sole post-merger remedy on the grounds that the merger was unlawful or fraudulent.

3. Amendments to the Kentucky Limited Liability Company Act (KRS Chapter 275)

KRS 275.015 has been amended to clarify that a nonprofit limited liability company may have one or more, or no, members. In the event the nonprofit LLC has no members, the dissolution provision of KRS 275.285(4) will not be triggered. Another amendment provides that both a nonprofit Kentucky corporation and a foreign nonprofit corporation may convert into a nonprofit LLC. However, conversion into a nonprofit LLC is permitted allowed when all of the LLC's members are 501(c)(3) or 501(c)(4) organizations under the Internal Revenue Code. The articles of organization required to be filed to effect the conversion must contain a statement affirming the membership requirement is met.

Unless a nonprofit LLC has only nonprofit business entities as its member, a nonprofit LLC may not have or issue membership interests in the LLC, and no distribution shall be paid or income or profit of the LLC shall be distributed to its members or managers. A nonprofit LLC may also only make loans to its members or managers if the members of the nonprofit LLC are nonprofit business entities. Any member or manager who assents to or participates in the loan, if disallowed, will be liable to the LLC for the amount of the loan until its repayment. KRS 275.165 was amended to prohibit remuneration to members and managers for services performed for the LLC except as provided in a written operating agreement.

KRS 275.335 has been amended to provide that in determining whether a majority of managers or members entitled to vote has approved the bringing of a derivative action on an LLC's behalf, the vote of any member or manager who has an interest in the outcome of a derivative suit that is adverse to the interest of the LLC is excluded from consideration unless otherwise provided in a written operating agreement.

KRS 275.165 has been amended to provide that a member or manager will not be entitled to remuneration for services performed for his LLC unless as agreed upon in a written operating agreement. Presumably, this doesn't impact the ability of the LLC and a member or manager to enter into a separate agreement (which might be considered in that instance to be a part of the LLC's "operating agreement") compensating the member or manager for services.

KRS 275.175 has been amended to add to the list of matters requiring member vote the following actions: merge or convert the LLC or approve a sale of substantially all of its assets; admit a new member, including as assignee of a member, as a member; remove a member after assignment of the member's entire membership interest; waive an agreement to contribute to the LLC, approve voluntary dissolution; approve any acting contravention of a written operating agreement; or allow the voluntary resignation of a member from a manager-managed LLC. Any of these actions requiring member approval under KRS 275.175 can be modified or deleted in a written operating agreement.

4. Amendments to the Kentucky Nonprofit Corporation Act (KRS Chapter 273)

A new section has been added to the Kentucky Nonprofit Corporation Act dealing with notice requirements, including clause providing that notice shall be in writing unless oral notice is reasonable under the circumstances and that notice by electronic transmission is written notice.

Another new section provides that unless the articles of incorporation or bylaws provide otherwise, any action required or permitted to be taken under the under KRS Chapter 273 may be taken without a meeting if the action is taken by all members of the board. The signed, written consent of each director must be included in the minutes or filed in the corporate records if such action is taken. The action will become effective when the last director signs the consent. KRS 273.377 was amended to allow members of corporation to take the actions without a meeting if a written consent is signed by all of the members entitled to vote. The consent must be delivered to the corporation for recording in the minutes or other records, and any action taken will be effective when the signed consents are delivered to the corporation. A member may revoke his or her consent by written notice if delivered to the corporation before the remainder of the consents are delivered to the corporation.

Under amended KRS 273.161, delivery now includes electronic transmissions, and electronic signatures are now considered valid signatures. KRS 273.217 was amended to permit the board of directors to allow any or all of the directors to participate in or conduct a meeting by any means of communication by which all directors can simultaneously hear each other. This would allow directors to take advantage of teleconferencing and newer services such as Skype. However, while the amendments to KRS Chapter 273 broadened the ability of directors to participate in meetings, it also prohibits proxy voting by directors.

Other changes include eliminating the written notice requirement for meetings, unless otherwise required in the articles or bylaws, and setting a two day notice requirement for meetings when the bylaws are silent. KRS 273.313 has been amended to provide that articles of dissolution may be delivered at any time after dissolution is authorized and proceedings have not been revoked. Articles of dissolution must now contain the name of the corporation, the number of votes entitled to be cast on the proposal to dissolve, either the total number of votes cast or the total number of undisputed votes cast for dissolution and a statement that the number was sufficient for approval, and if group voting was required the above information for each group entitled to vote separately if there are members entitled to vote on the dissolution, if there are no members or no members entitled to vote a statement of such fact, the date of the meeting of the board at which the resolution was adopted, and a statement of the fact that the dissolution received a majority vote, and a copy of the plan of distribution as adopted by the corporation. The corporation will be dissolved as of the effective date of its articles of dissolution. A new section of KRS Chapter 273 has been added which sets forth the activities a dissolved corporation may engage in while winding up the business.

KRS 273.227 was amended to note that every officer of a corporation, by accepting an election or appointment as an officer, is deemed to have consented to jurisdiction in Kentucky. Previously the statute deemed an officer to have consented only when he or she accepted a position as a director.

5. General and Limited Partnerships (KRS Chapter 362)

A general partnership and a limited partnership may sue or be sued in its real name. A judgment against a limited partnership binds the limited partnership as a legal entity, but does not bind a general partner in his or her individual capacity unless permitted by statute and when the partner has been named in the action. With regards to limited partnerships, KRS 362.2-801 has been amended to limit the instances when the same person is both the only general partner and the only limited partner. KRS 362.2-935 has been amended to provide that when a derivative action involving a limited partnership is terminated, a court may now require the plaintiff to pay the defendant's reasonable expenses, including attorney's fees.

6. Miscellaneous Amendments

Electronic Filing: KRS 14.105 has been updated to expand the number of entities that may use electronic filing with the office of the Kentucky Secretary of State. These include statutory trusts under KRS Chapter 386A and unincorporated nonprofit associations. The Amendment also allows the Secretary of State to file redacted records when the law prohibits the Secretary from disclosing the information in the record.

Foreign Insurers: KRS 14A.9-010 has been amended to provide that foreign insurers with a certificate of authority from the commissioner of the Department of Insurance are not required to obtain a certificate of authority from the Secretary to transact business in Kentucky or be eligible for the award of a state contract.

Kentucky Uniform Statutory Trust Act: KRS 386A.1-030, a provision included in the Kentucky Uniform Statutory Trust Act, was amended to note that the trust instrument is allowed to provide that the statutory trust is to act as a beneficial owner associated with a series thereof or provide that each beneficial owner shall be the owner of an undivided beneficial interest in all property of the statutory trust in addition to an undivided beneficial interest in all property of or associated with a series of the statutory trust with which the beneficial owner is associated. The governing instrument may also provide for the means by which a beneficial owner is associated with a series. The excess rate of interest defense prohibition of KRS 360.027 was also amended to apply to "statutory" trusts in addition to "business" trusts.

Uniform Electronic Transactions Act (KRS Chapter 369): Statutory trusts, limited partnerships, and limited cooperative associations were added to the definition of "person" under the Uniform Electronic Transactions Act.

Banks and Trust Companies: KRS 286.3-065, which details the duties of directors, was amended. This statute now will apply to both officer and directors. Each officer and director will be required to discharge duties in good faith with ordinary care and diligence. No officer or director will be personally liable to the bank or any other person for monetary damages for any action taken or failure to act in their official capacity, unless the conduct was gross negligence, willful or reckless misconduct, a knowing violation of the law, or if the damages arise from a transaction where the officer or director received an improper personal benefit. An officer or director will not be considered to be acting in good faith if he or she has knowledge concerning the matter that makes reliance on the reports of others unreasonable. A plaintiff seeking monetary damages must show that the officer or director has breached a duty by clear and convincing evidence and that the breach was the cause of the damages. The liability of an officer or director for any act or omission occurring prior to June 23, 2015 is not affected by this amendment to KRS 286.3-065.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

Authors
 
In association with
Related Video
Up-coming Events Search
Tools
Print
Font Size:
Translation
Channels
Mondaq on Twitter
 
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
 
Email Address
Company Name
Password
Confirm Password
Position
Mondaq Topics -- Select your Interests
 Accounting
 Anti-trust
 Commercial
 Compliance
 Consumer
 Criminal
 Employment
 Energy
 Environment
 Family
 Finance
 Government
 Healthcare
 Immigration
 Insolvency
 Insurance
 International
 IP
 Law Performance
 Law Practice
 Litigation
 Media & IT
 Privacy
 Real Estate
 Strategy
 Tax
 Technology
 Transport
 Wealth Mgt
Regions
Africa
Asia
Asia Pacific
Australasia
Canada
Caribbean
Europe
European Union
Latin America
Middle East
U.K.
United States
Worldwide Updates
Registration
Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:
  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.
  • Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.
    If you do not want us to provide your name and email address you may opt out by clicking here
    If you do not wish to receive any future announcements of products and services offered by Mondaq you may opt out by clicking here

    Terms & Conditions and Privacy Statement

    Mondaq.com (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

    Use of www.mondaq.com

    You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about Mondaq.com’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.

    Disclaimer

    Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

    The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.

    Registration

    Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

    • To allow you to personalize the Mondaq websites you are visiting.
    • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
    • To produce demographic feedback for our information providers who provide information free for your use.

    Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

    Information Collection and Use

    We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

    We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to unsubscribe@mondaq.com with “no disclosure” in the subject heading

    Mondaq News Alerts

    In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.

    Cookies

    A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

    Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

    Log Files

    We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.

    Links

    This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

    Surveys & Contests

    From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.

    Mail-A-Friend

    If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.

    Emails

    From time to time Mondaq may send you emails promoting Mondaq services including new services. You may opt out of receiving such emails by clicking below.

    *** If you do not wish to receive any future announcements of services offered by Mondaq you may opt out by clicking here .

    Security

    This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to webmaster@mondaq.com.

    Correcting/Updating Personal Information

    If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to EditorialAdvisor@mondaq.com.

    Notification of Changes

    If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

    How to contact Mondaq

    You can contact us with comments or queries at enquiries@mondaq.com.

    If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at problems@mondaq.com and we will use commercially reasonable efforts to determine and correct the problem promptly.

    By clicking Register you state you have read and agree to our Terms and Conditions