PART I. GENERAL PROVISIONS

 

§428-101  Definitions.  As used in thischapter:

"Articles of organization" meansinitial, amended, and restated articles of organization and articles ofmerger.  In the case of a foreign limited liability company, the term includesall records serving a similar function required to be filed in the office ofthe director or comparable office of the company's jurisdiction oforganization.

"Business" includes every trade,occupation, profession, and other lawful purpose, whether or not carried on forprofit.

"Debtor in bankruptcy" means a personwho is the subject of an order for relief under Title 11 of the United StatesCode or a comparable order under a successor statute of general application ora comparable order under federal, state, or foreign law governing insolvency.

"Department" means the department ofcommerce and consumer affairs.

"Director" means the director ofcommerce and consumer affairs.

"Distribution" means a transfer ofmoney, property, or other benefit from a limited liability company to a memberin the member's capacity as a member or to a transferee of the member'sdistributional interest.

"Distributional interest" means allof a member's interest in distributions by the limited liability company.

"Entity" includes domestic andforeign corporations, domestic professional corporations, domestic and foreignlimited liability companies, domestic and foreign nonprofit corporations,domestic and foreign business trusts, estates, domestic and foreign partnerships,domestic and foreign limited partnerships, domestic and foreign limitedliability partnerships, trusts, two or more persons having joint or commoneconomic interest, associations and cooperative associations, and state,federal, and foreign governments.

"Foreign limited liability company"means an unincorporated entity organized under laws other than the laws of thisState which afford limited liability to its owners comparable to the liabilityunder section 428-303 and is not required to obtain a certificate of authorityto transact business under any law of this State other than this chapter.

"Individual" means a natural person.

"Limited liability company" means alimited liability company organized under this chapter.

"Manager" means a person, whether ornot a member of a manager-managed limited liability company, who is vested withauthority under section 428-301(b).

"Manager-managed limited liabilitycompany" means a limited liability company which is so designated in itsarticles of organization.

"Member-managed limited liabilitycompany" means a limited liability company other than a manager-managedcompany.

"Operating agreement" means theagreement under section 428-103 concerning the relations among the members,managers, and limited liability company.  The term includes amendments to theagreement.

"Person" includes any individual orentity.

"Principal office" means the office,whether or not in this State, where the principal executive office of adomestic or foreign limited liability company is located.

"Record" means information that isinscribed on a tangible medium or that is stored in an electronic or othermedium and is retrievable in perceivable form.

"Signed" includes any symbol executedor adopted by a person with the present intention to authenticate a record.

"Transfer" includes an assignment,conveyance, deed, bill of  sale, lease, mortgage, security interest,encumbrance, and gift. [L 1996, c 92, pt of §1; am L 2004, c 121, §43; am L2006, c 184, §32]