17000. This title shall be known and may be cited as the
Beverly-Killea Limited Liability Company Act.
17001. Unless the context otherwise indicates, the following
definitions govern the construction of this title:
(a) "Acknowledged" means that an instrument is either of the
following:
(1) Formally acknowledged as provided in Article 3 (commencing
with Section 1180) of Chapter 4 of Title 4 of Part 4 of Division 2 of
the Civil Code.
(2) Executed to include substantially the following wording
preceding the signature: It is hereby declared that I am the person
who executed this instrument, which execution is my act and deed.
Any certificate of acknowledgment taken without this state before
a notary public or a judge or clerk of a court of record having an
official seal need not be further authenticated.
(b) "Articles of organization" means articles of organization
filed under Section 17050, including all amendments thereto or
restatements thereof, or, in the case of a foreign limited liability
company, all documents that serve a like function under the laws of
the jurisdiction in which the foreign limited liability company is
organized.
(c) "Bankrupt" or "bankruptcy" means, with respect to any person,
being the subject of an order for relief under Title 11 of the United
States Code, or any successor statute or other statute in any
foreign jurisdiction having like import or effect.
(d) "Capital account" means, unless otherwise provided in the
operating agreement, the amount of the capital interest of a member
in the limited liability company consisting of that member's original
contribution, as (1) increased by any additional contributions and
by that member's share of the limited liability company's profits,
and (2) decreased by any distribution to that member and by that
member's share of the limited liability company's losses.
(e) "Constituent limited liability company" means a limited
liability company that is merged with or into one or more other
limited liability companies or other business entities and includes a
surviving limited liability company.
(f) "Constituent other business entity" means any other business
entity that is merged with or into one or more limited liability
companies and includes a surviving other business entity.
(g) "Contribution" means any money, property, or services
rendered, or a promissory note or other binding obligation to
contribute money or property, or to render services as permitted in
this title, which a member contributes to a limited liability company
as capital in that member's capacity as a member pursuant to an
agreement between the members, including an agreement as to value.
(h) "Disappearing limited liability company" means a constituent
limited liability company that is not the surviving limited liability
company.
(i) "Disappearing other business entity" means a constituent other
business entity that is not the surviving other business entity.
(j) "Distribution" means the transfer of money or property by a
limited liability company to its members without consideration.
(k) "Domestic" means organized under the laws of this state when
used in relation to any limited liability company, other business
entity or person (other than a natural person).
(l) "Domestic corporation" means a corporation as defined in
Section 162.
(m) "Domestic limited partnership" means a partnership formed by
two or more persons under the laws of this state and having one or
more general partners and one or more limited partners.
(n) "Economic interest" means a person's right to share in the
income, gains, losses, deductions, credit, or similar items of, and
to receive distributions from, the limited liability company, but
does not include any other rights of a member, including, without
limitation, the right to vote or to participate in management, or,
except as provided in Section 17106, any right to information
concerning the business and affairs of the limited liability company.
(o) (1) "Electronic transmission by the limited liability company"
means a communication (a) delivered by (1) facsimile
telecommunication or electronic mail when directed to the facsimile
number or electronic mail address, respectively, for that recipient
on record with the limited liability company, (2) posting on an
electronic message board or network that the limited liability
company has designated for those communications, together with a
separate notice to the recipient of the posting, which transmission
shall be validly delivered upon the later of the posting or delivery
of the separate notice thereof, or (3) other means of electronic
communication, (b) to a recipient who has provided an unrevoked
consent to the use of those means of transmission, and (c) that
creates a record that is capable of retention, retrieval, and review,
and that may thereafter be rendered into clearly legible tangible
form. However, an electronic transmission by a limited liability
company to an individual member is not authorized unless, in addition
to satisfying the requirements of this section, the transmission
satisfies the requirements applicable to consumer consent to
electronic records as set forth in the Electronic Signatures in
Global and National Commerce Act (15 U.S.C. Sec. 7001(c)(1)).
(2) "Electronic transmission to the limited liability company"
means a communication (a) delivered by (1) facsimile
telecommunication or electronic mail when directed to the facsimile
number or electronic mail address, respectively, which the limited
liability company has provided from time to time to members or
managers for sending communications to the limited liability company,
(2) posting on an electronic message board or network that the
limited liability company has designated for those communications,
and which transmission shall be validly delivered upon the posting,
or (3) other means of electronic communication, (b) as to which the
limited liability company has placed in effect reasonable measures to
verify that the sender is the member or manager (in person or by
proxy) purporting to send the transmission, and (c) that creates a
record that is capable of retention, retrieval, and review, and that
may thereafter be rendered into clearly legible tangible form.
(p) "Foreign corporation" means a corporation formed under the
laws of any state other than this state or under the laws of the
United States or of a foreign country.
(q) "Foreign limited liability company" means either (1) an entity
formed under the limited liability company laws of any state other
than this state, or (2) an entity organized under the laws of any
foreign country that is (A) an unincorporated association, (B)
organized under a statute pursuant to which an association may be
formed that affords each of its members limited liability with
respect to the liabilities of the entity, and (C) not an entity that
is required to be registered or qualified pursuant to the provisions
of Title 1 (commencing with Section 100) or Title 2 (commencing with
Section 15001); but the term "foreign limited liability company" does
not include a foreign association, as defined in Section 170.
(r) "Foreign limited partnership" means a partnership formed under
the laws of any state other than this state or under the laws of a
foreign country, including a limited liability limited partnership,
and having as partners one or more general partners and one or more
limited partners or their equivalents under any name.
(s) "Foreign other business entity" means any other business
entity formed under the laws of any state other than this state or
under the laws of the United States or of a foreign country.
(t) "Limited liability company" or "domestic limited liability
company" means an entity having one or more members that is organized
under this title and is subject to the provisions of Section 17101.
(u) "Mail" unless otherwise provided in the operating agreement,
means first-class mail, postage prepaid, unless registered mail is
specified. Registered mail includes certified mail.
(v) "Majority in interest of the members," unless otherwise
provided in the operating agreement, means more than 50 percent of
the interests of members in current profits of the limited liability
company.
(w) "Manager" means a person elected by the members of a limited
liability company to manage the limited liability company if the
articles of organization contain the statement referred to in
subdivision (b) of Section 17151 or, if the articles of organization
do not contain that statement, "manager" means each of the members of
the limited liability company.
(x) "Member" means a person who:
(1) Has been admitted to a limited liability company as a member
in accordance with the articles of organization or operating
agreement, or an assignee of an interest in a limited liability
company who has become a member pursuant to Section 17303.
(2) Has not resigned, withdrawn, or been expelled as a member or,
if other than an individual, been dissolved.
(y) "Member of record" means a member named as a member on the
list maintained in accordance with paragraph (1) of subdivision (a)
of Section 17058.
(z) "Membership interest" means a member's rights in the limited
liability company, collectively, including the member's economic
interest, any right to vote or participate in management, and any
right to information concerning the business and affairs of the
limited liability company provided by this title.
(aa) "Officer" means any person elected or appointed pursuant to
Section 17154.
(ab) "Operating agreement" means any agreement, written or oral,
between all of the members as to the affairs of a limited liability
company and the conduct of its business in any manner not
inconsistent with law or the articles of organization, including all
amendments thereto, or, in the case of a foreign limited liability
company, all documents that serve a like function under the laws of
the jurisdiction in which the foreign limited liability company is
organized. The term "operating agreement" may include, without more,
an agreement between all the members to organize a limited liability
company pursuant to the provisions of this title.
(ac) "Other business entity" means a corporation, limited
partnership, general partnership, business trust, real estate
investment trust, or an unincorporated association (other than a
nonprofit association), but excluding a domestic limited liability
company and a foreign limited liability company.
(ad) "Parent," when used in relation to a specified limited
liability company, means a person who owns, directly or indirectly,
membership interests possessing more than 50 percent of the voting
power of the specified limited liability company. When used in
relation to a specified corporation or limited partnership, the term
"parent" shall have the meanings set forth in Section 175 and
subdivision (w) of Section 15611 or subdivision (v) of Section
15901.02 respectively.
(ae) "Person" means an individual, partnership, limited
partnership, trust, estate, association, corporation, limited
liability company, or other entity, whether domestic or foreign.
(af)
17000. This title shall be known and may be cited as the
Beverly-Killea Limited Liability Company Act.
17001. Unless the context otherwise indicates, the following
definitions govern the construction of this title:
(a) "Acknowledged" means that an instrument is either of the
following:
(1) Formally acknowledged as provided in Article 3 (commencing
with Section 1180) of Chapter 4 of Title 4 of Part 4 of Division 2 of
the Civil Code.
(2) Executed to include substantially the following wording
preceding the signature: It is hereby declared that I am the person
who executed this instrument, which execution is my act and deed.
Any certificate of acknowledgment taken without this state before
a notary public or a judge or clerk of a court of record having an
official seal need not be further authenticated.
(b) "Articles of organization" means articles of organization
filed under Section 17050, including all amendments thereto or
restatements thereof, or, in the case of a foreign limited liability
company, all documents that serve a like function under the laws of
the jurisdiction in which the foreign limited liability company is
organized.
(c) "Bankrupt" or "bankruptcy" means, with respect to any person,
being the subject of an order for relief under Title 11 of the United
States Code, or any successor statute or other statute in any
foreign jurisdiction having like import or effect.
(d) "Capital account" means, unless otherwise provided in the
operating agreement, the amount of the capital interest of a member
in the limited liability company consisting of that member's original
contribution, as (1) increased by any additional contributions and
by that member's share of the limited liability company's profits,
and (2) decreased by any distribution to that member and by that
member's share of the limited liability company's losses.
(e) "Constituent limited liability company" means a limited
liability company that is merged with or into one or more other
limited liability companies or other business entities and includes a
surviving limited liability company.
(f) "Constituent other business entity" means any other business
entity that is merged with or into one or more limited liability
companies and includes a surviving other business entity.
(g) "Contribution" means any money, property, or services
rendered, or a promissory note or other binding obligation to
contribute money or property, or to render services as permitted in
this title, which a member contributes to a limited liability company
as capital in that member's capacity as a member pursuant to an
agreement between the members, including an agreement as to value.
(h) "Disappearing limited liability company" means a constituent
limited liability company that is not the surviving limited liability
company.
(i) "Disappearing other business entity" means a constituent other
business entity that is not the surviving other business entity.
(j) "Distribution" means the transfer of money or property by a
limited liability company to its members without consideration.
(k) "Domestic" means organized under the laws of this state when
used in relation to any limited liability company, other business
entity or person (other than a natural person).
(l) "Domestic corporation" means a corporation as defined in
Section 162.
(m) "Domestic limited partnership" means a partnership formed by
two or more persons under the laws of this state and having one or
more general partners and one or more limited partners.
(n) "Economic interest" means a person's right to share in the
income, gains, losses, deductions, credit, or similar items of, and
to receive distributions from, the limited liability company, but
does not include any other rights of a member, including, without
limitation, the right to vote or to participate in management, or,
except as provided in Section 17106, any right to information
concerning the business and affairs of the limited liability company.
(o) (1) "Electronic transmission by the limited liability company"
means a communication (a) delivered by (1) facsimile
telecommunication or electronic mail when directed to the facsimile
number or electronic mail address, respectively, for that recipient
on record with the limited liability company, (2) posting on an
electronic message board or network that the limited liability
company has designated for those communications, together with a
separate notice to the recipient of the posting, which transmission
shall be validly delivered upon the later of the posting or delivery
of the separate notice thereof, or (3) other means of electronic
communication, (b) to a recipient who has provided an unrevoked
consent to the use of those means of transmission, and (c) that
creates a record that is capable of retention, retrieval, and review,
and that may thereafter be rendered into clearly legible tangible
form. However, an electronic transmission by a limited liability
company to an individual member is not authorized unless, in addition
to satisfying the requirements of this section, the transmission
satisfies the requirements applicable to consumer consent to
electronic records as set forth in the Electronic Signatures in
Global and National Commerce Act (15 U.S.C. Sec. 7001(c)(1)).
(2) "Electronic transmission to the limited liability company"
means a communication (a) delivered by (1) facsimile
telecommunication or electronic mail when directed to the facsimile
number or electronic mail address, respectively, which the limited
liability company has provided from time to time to members or
managers for sending communications to the limited liability company,
(2) posting on an electronic message board or network that the
limited liability company has designated for those communications,
and which transmission shall be validly delivered upon the posting,
or (3) other means of electronic communication, (b) as to which the
limited liability company has placed in effect reasonable measures to
verify that the sender is the member or manager (in person or by
proxy) purporting to send the transmission, and (c) that creates a
record that is capable of retention, retrieval, and review, and that
may thereafter be rendered into clearly legible tangible form.
(p) "Foreign corporation" means a corporation formed under the
laws of any state other than this state or under the laws of the
United States or of a foreign country.
(q) "Foreign limited liability company" means either (1) an entity
formed under the limited liability company laws of any state other
than this state, or (2) an entity organized under the laws of any
foreign country that is (A) an unincorporated association, (B)
organized under a statute pursuant to which an association may be
formed that affords each of its members limited liability with
respect to the liabilities of the entity, and (C) not an entity that
is required to be registered or qualified pursuant to the provisions
of Title 1 (commencing with Section 100) or Title 2 (commencing with
Section 15001); but the term "foreign limited liability company" does
not include a foreign association, as defined in Section 170.
(r) "Foreign limited partnership" means a partnership formed under
the laws of any state other than this state or under the laws of a
foreign country, including a limited liability limited partnership,
and having as partners one or more general partners and one or more
limited partners or their equivalents under any name.
(s) "Foreign other business entity" means any other business
entity formed under the laws of any state other than this state or
under the laws of the United States or of a foreign country.
(t) "Limited liability company" or "domestic limited liability
company" means an entity having one or more members that is organized
under this title and is subject to the provisions of Section 17101.
(u) "Mail" unless otherwise provided in the operating agreement,
means first-class mail, postage prepaid, unless registered mail is
specified. Registered mail includes certified mail.
(v) "Majority in interest of the members," unless otherwise
provided in the operating agreement, means more than 50 percent of
the interests of members in current profits of the limited liability
company.
(w) "Manager" means a person elected by the members of a limited
liability company to manage the limited liability company if the
articles of organization contain the statement referred to in
subdivision (b) of Section 17151 or, if the articles of organization
do not contain that statement, "manager" means each of the members of
the limited liability company.
(x) "Member" means a person who:
(1) Has been admitted to a limited liability company as a member
in accordance with the articles of organization or operating
agreement, or an assignee of an interest in a limited liability
company who has become a member pursuant to Section 17303.
(2) Has not resigned, withdrawn, or been expelled as a member or,
if other than an individual, been dissolved.
(y) "Member of record" means a member named as a member on the
list maintained in accordance with paragraph (1) of subdivision (a)
of Section 17058.
(z) "Membership interest" means a member's rights in the limited
liability company, collectively, including the member's economic
interest, any right to vote or participate in management, and any
right to information concerning the business and affairs of the
limited liability company provided by this title.
(aa) "Officer" means any person elected or appointed pursuant to
Section 17154.
(ab) "Operating agreement" means any agreement, written or oral,
between all of the members as to the affairs of a limited liability
company and the conduct of its business in any manner not
inconsistent with law or the articles of organization, including all
amendments thereto, or, in the case of a foreign limited liability
company, all documents that serve a like function under the laws of
the jurisdiction in which the foreign limited liability company is
organized. The term "operating agreement" may include, without more,
an agreement between all the members to organize a limited liability
company pursuant to the provisions of this title.
(ac) "Other business entity" means a corporation, limited
partnership, general partnership, business trust, real estate
investment trust, or an unincorporated association (other than a
nonprofit association), but excluding a domestic limited liability
company and a foreign limited liability company.
(ad) "Parent," when used in relation to a specified limited
liability company, means a person who owns, directly or indirectly,
membership interests possessing more than 50 percent of the voting
power of the specified limited liability company. When used in
relation to a specified corporation or limited partnership, the term
"parent" shall have the meanings set forth in Section 175 and
subdivision (w) of Section 15611 or subdivision (v) of Section
15901.02 respectively.
(ae) "Person" means an individual, partnership, limited
partnership, trust, estate, association, corporation, limited
liability company, or other entity, whether domestic or foreign.
(af)
17000. This title shall be known and may be cited as the
Beverly-Killea Limited Liability Company Act.
17001. Unless the context otherwise indicates, the following
definitions govern the construction of this title:
(a) "Acknowledged" means that an instrument is either of the
following:
(1) Formally acknowledged as provided in Article 3 (commencing
with Section 1180) of Chapter 4 of Title 4 of Part 4 of Division 2 of
the Civil Code.
(2) Executed to include substantially the following wording
preceding the signature: It is hereby declared that I am the person
who executed this instrument, which execution is my act and deed.
Any certificate of acknowledgment taken without this state before
a notary public or a judge or clerk of a court of record having an
official seal need not be further authenticated.
(b) "Articles of organization" means articles of organization
filed under Section 17050, including all amendments thereto or
restatements thereof, or, in the case of a foreign limited liability
company, all documents that serve a like function under the laws of
the jurisdiction in which the foreign limited liability company is
organized.
(c) "Bankrupt" or "bankruptcy" means, with respect to any person,
being the subject of an order for relief under Title 11 of the United
States Code, or any successor statute or other statute in any
foreign jurisdiction having like import or effect.
(d) "Capital account" means, unless otherwise provided in the
operating agreement, the amount of the capital interest of a member
in the limited liability company consisting of that member's original
contribution, as (1) increased by any additional contributions and
by that member's share of the limited liability company's profits,
and (2) decreased by any distribution to that member and by that
member's share of the limited liability company's losses.
(e) "Constituent limited liability company" means a limited
liability company that is merged with or into one or more other
limited liability companies or other business entities and includes a
surviving limited liability company.
(f) "Constituent other business entity" means any other business
entity that is merged with or into one or more limited liability
companies and includes a surviving other business entity.
(g) "Contribution" means any money, property, or services
rendered, or a promissory note or other binding obligation to
contribute money or property, or to render services as permitted in
this title, which a member contributes to a limited liability company
as capital in that member's capacity as a member pursuant to an
agreement between the members, including an agreement as to value.
(h) "Disappearing limited liability company" means a constituent
limited liability company that is not the surviving limited liability
company.
(i) "Disappearing other business entity" means a constituent other
business entity that is not the surviving other business entity.
(j) "Distribution" means the transfer of money or property by a
limited liability company to its members without consideration.
(k) "Domestic" means organized under the laws of this state when
used in relation to any limited liability company, other business
entity or person (other than a natural person).
(l) "Domestic corporation" means a corporation as defined in
Section 162.
(m) "Domestic limited partnership" means a partnership formed by
two or more persons under the laws of this state and having one or
more general partners and one or more limited partners.
(n) "Economic interest" means a person's right to share in the
income, gains, losses, deductions, credit, or similar items of, and
to receive distributions from, the limited liability company, but
does not include any other rights of a member, including, without
limitation, the right to vote or to participate in management, or,
except as provided in Section 17106, any right to information
concerning the business and affairs of the limited liability company.
(o) (1) "Electronic transmission by the limited liability company"
means a communication (a) delivered by (1) facsimile
telecommunication or electronic mail when directed to the facsimile
number or electronic mail address, respectively, for that recipient
on record with the limited liability company, (2) posting on an
electronic message board or network that the limited liability
company has designated for those communications, together with a
separate notice to the recipient of the posting, which transmission
shall be validly delivered upon the later of the posting or delivery
of the separate notice thereof, or (3) other means of electronic
communication, (b) to a recipient who has provided an unrevoked
consent to the use of those means of transmission, and (c) that
creates a record that is capable of retention, retrieval, and review,
and that may thereafter be rendered into clearly legible tangible
form. However, an electronic transmission by a limited liability
company to an individual member is not authorized unless, in addition
to satisfying the requirements of this section, the transmission
satisfies the requirements applicable to consumer consent to
electronic records as set forth in the Electronic Signatures in
Global and National Commerce Act (15 U.S.C. Sec. 7001(c)(1)).
(2) "Electronic transmission to the limited liability company"
means a communication (a) delivered by (1) facsimile
telecommunication or electronic mail when directed to the facsimile
number or electronic mail address, respectively, which the limited
liability company has provided from time to time to members or
managers for sending communications to the limited liability company,
(2) posting on an electronic message board or network that the
limited liability company has designated for those communications,
and which transmission shall be validly delivered upon the posting,
or (3) other means of electronic communication, (b) as to which the
limited liability company has placed in effect reasonable measures to
verify that the sender is the member or manager (in person or by
proxy) purporting to send the transmission, and (c) that creates a
record that is capable of retention, retrieval, and review, and that
may thereafter be rendered into clearly legible tangible form.
(p) "Foreign corporation" means a corporation formed under the
laws of any state other than this state or under the laws of the
United States or of a foreign country.
(q) "Foreign limited liability company" means either (1) an entity
formed under the limited liability company laws of any state other
than this state, or (2) an entity organized under the laws of any
foreign country that is (A) an unincorporated association, (B)
organized under a statute pursuant to which an association may be
formed that affords each of its members limited liability with
respect to the liabilities of the entity, and (C) not an entity that
is required to be registered or qualified pursuant to the provisions
of Title 1 (commencing with Section 100) or Title 2 (commencing with
Section 15001); but the term "foreign limited liability company" does
not include a foreign association, as defined in Section 170.
(r) "Foreign limited partnership" means a partnership formed under
the laws of any state other than this state or under the laws of a
foreign country, including a limited liability limited partnership,
and having as partners one or more general partners and one or more
limited partners or their equivalents under any name.
(s) "Foreign other business entity" means any other business
entity formed under the laws of any state other than this state or
under the laws of the United States or of a foreign country.
(t) "Limited liability company" or "domestic limited liability
company" means an entity having one or more members that is organized
under this title and is subject to the provisions of Section 17101.
(u) "Mail" unless otherwise provided in the operating agreement,
means first-class mail, postage prepaid, unless registered mail is
specified. Registered mail includes certified mail.
(v) "Majority in interest of the members," unless otherwise
provided in the operating agreement, means more than 50 percent of
the interests of members in current profits of the limited liability
company.
(w) "Manager" means a person elected by the members of a limited
liability company to manage the limited liability company if the
articles of organization contain the statement referred to in
subdivision (b) of Section 17151 or, if the articles of organization
do not contain that statement, "manager" means each of the members of
the limited liability company.
(x) "Member" means a person who:
(1) Has been admitted to a limited liability company as a member
in accordance with the articles of organization or operating
agreement, or an assignee of an interest in a limited liability
company who has become a member pursuant to Section 17303.
(2) Has not resigned, withdrawn, or been expelled as a member or,
if other than an individual, been dissolved.
(y) "Member of record" means a member named as a member on the
list maintained in accordance with paragraph (1) of subdivision (a)
of Section 17058.
(z) "Membership interest" means a member's rights in the limited
liability company, collectively, including the member's economic
interest, any right to vote or participate in management, and any
right to information concerning the business and affairs of the
limited liability company provided by this title.
(aa) "Officer" means any person elected or appointed pursuant to
Section 17154.
(ab) "Operating agreement" means any agreement, written or oral,
between all of the members as to the affairs of a limited liability
company and the conduct of its business in any manner not
inconsistent with law or the articles of organization, including all
amendments thereto, or, in the case of a foreign limited liability
company, all documents that serve a like function under the laws of
the jurisdiction in which the foreign limited liability company is
organized. The term "operating agreement" may include, without more,
an agreement between all the members to organize a limited liability
company pursuant to the provisions of this title.
(ac) "Other business entity" means a corporation, limited
partnership, general partnership, business trust, real estate
investment trust, or an unincorporated association (other than a
nonprofit association), but excluding a domestic limited liability
company and a foreign limited liability company.
(ad) "Parent," when used in relation to a specified limited
liability company, means a person who owns, directly or indirectly,
membership interests possessing more than 50 percent of the voting
power of the specified limited liability company. When used in
relation to a specified corporation or limited partnership, the term
"parent" shall have the meanings set forth in Section 175 and
subdivision (w) of Section 15611 or subdivision (v) of Section
15901.02 respectively.
(ae) "Person" means an individual, partnership, limited
partnership, trust, estate, association, corporation, limited
liability company, or other entity, whether domestic or foreign.
(af)
