[§425R-1]  Definitions.  For purposes ofthis chapter only:

"Appointment of agent" means astatement appointing an agent for service of process filed under section 425R-4.

"Commercial registered agent" meansan individual or a domestic or foreign entity authorized to transact businessin this State and listed under section 425R-5.

"Director" means the director ofcommerce and consumer affairs.

"Domestic entity" means an entitywhose internal affairs are governed by the laws of this State.

"Entity" means a person that has aseparate legal existence or has the power to acquire an interest in realproperty in its own name other than:

(1)  An individual;

(2)  A testamentary, inter vivos, or charitable trust,with the exception of a business trust, statutory trust, or similar trust;

(3)  An association or relationship that is not apartnership by reason of section 425-109 or a similar provision of the law ofany other jurisdiction;

(4)  A decedent's estate; or

(5)  A public corporation, government or governmentalsubdivision, agency, or instrumentality, or quasi-governmental instrumentality.

"Filing entity" means an entity thatis created by the filing of a public organic document.

"Foreign entity" means an entityother than a domestic entity.

"Foreign qualification document"means an application for a certificate of authority or other foreignqualification filing with the director by a foreign entity.

"Governance interest" means the rightunder the organic law or organic rules of an entity, other than as a governor,agent, assignee, or proxy, to:

(1)  Receive or demand access to informationconcerning, or the books and records of, the entity;

(2)  Vote for the election of the governors of theentity; or

(3)  Receive notice of or vote on any or all issues involvingthe internal affairs of the entity.

"Governor" means a person by or underwhose authority the powers of an entity are exercised and under whose directionthe business and affairs of the entity are managed pursuant to the organic lawand organic rules of the entity.

"Individual" means a natural person.

"Interest" means a:

(1)  Governance interest in an unincorporated entity;

(2)  Transferable interest in an unincorporatedentity; or

(3)  Share or membership in a corporation.

"Interest holder" means a directholder of an interest.

"Jurisdiction of organization", withrespect to an entity, means the jurisdiction whose law includes the organic lawof the entity.

"Noncommercial registered agent"means a person that is not listed as a commercial registered agent undersection 425R-5 and that is:

(1)  An individual or a domestic or foreign entitythat is authorized to transact business in this State and that serves in this Stateas the agent for service of process of an entity; or

(2)  The individual who holds the office or otherposition in an entity that is designated as the agent for service of processpursuant to section 425R-4(a)(2)(B).

"Nonqualified foreign entity" means aforeign entity that is not authorized to transact business in this State pursuantto a filing with the director.

"Nonresident LLP statement" means astatement of:

(1)  Qualification of a domestic limited liabilitypartnership that does not have an office in this State; or

(2)  Foreign qualification of a foreign limitedliability partnership that does not have an office in this State.

"Organic law" means the statutes, ifany, other than this chapter, governing the internal affairs of an entity.

"Organic rules" means the publicorganic document and private organic rules of an entity.

"Person" means an individual,corporation, estate, trust, partnership, limited liability company, business orsimilar trust, association, joint venture, public corporation, government orgovernmental subdivision, agency, or instrumentality, or any other legal orcommercial entity.

"Private organic rules" means therules, whether or not in a record, that govern the internal affairs of anentity, are binding on all of its interest holders, and are not part of itspublic organic document, if any.

"Public organic document" means thepublic record the filing of which creates an entity, and any amendment to orrestatement of that record.

"Qualified foreign entity" means aforeign entity that is authorized to transact business in this State pursuantto a filing with the director.

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

"Registered agent" means a commercialregistered agent or a noncommercial registered agent.

"Registered agent filing" means:

(1)  The public organic document of a domestic filingentity;

(2)  A nonresident limited liability partnershipstatement;

(3)  A foreign qualification document; or

(4)  An appointment of agent.

"Represented entity" means a:

(1)  Domestic filing entity;

(2)  Domestic or qualified foreign limited liabilitypartnership that does not have an office in this State;

(3)  Qualified foreign entity;

(4)  Domestic entity that is not a filing entity forwhich an appointment of agent has been filed; or

(5)  Nonqualified foreign entity for which anappointment of agent has been filed.

"Sign" means, with present intent toauthenticate or adopt a record to:

(1)  Execute or adopt a tangible symbol; or

(2)  Attach to or logically associate with the recordan electronic sound, symbol, or process.

"Transferable interest" means theright under an entity's organic law to receive distributions from the entity.

"Type", with respect to an entity,means a generic form of entity:

(1)  Recognized at common law; or

(2)  Organized under an organic law, whether or notsome entities organized under that organic law are subject to provisions ofthat law that create different categories of the form of entity. [L 2009, c 55,pt of §1]