PART I. 
GENERAL PROVISIONS



 



§428-101  Definitions.  As used in this
chapter:



"Articles of organization" means
initial, amended, and restated articles of organization and articles of
merger.  In the case of a foreign limited liability company, the term includes
all records serving a similar function required to be filed in the office of
the director or comparable office of the company's jurisdiction of
organization.



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



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



"Department" means the department of
commerce and consumer affairs.



"Director" means the director of
commerce and consumer affairs.



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



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



"Entity" includes domestic and
foreign corporations, domestic professional corporations, domestic and foreign
limited 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 limited
liability partnerships, trusts, two or more persons having joint or common
economic 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 this
State which afford limited liability to its owners comparable to the liability
under section 428-303 and is not required to obtain a certificate of authority
to transact business under any law of this State other than this chapter.



"Individual" means a natural person.



"Limited liability company" means a
limited liability company organized under this chapter.



"Manager" means a person, whether or
not a member of a manager-managed limited liability company, who is vested with
authority under section 428-301(b).



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



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



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



"Person" includes any individual or
entity.



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



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



"Signed" includes any symbol executed
or 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 L
2006, c 184, §32]