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



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



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



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



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



"Entity" means a person that has a
separate legal existence or has the power to acquire an interest in real
property 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 a
partnership by reason of section 425-109 or a similar provision of the law of
any other jurisdiction;



(4)  A decedent's estate; or



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



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



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



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



"Governance interest" means the right
under 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 information
concerning, or the books and records of, the entity;



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



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



"Governor" means a person by or under
whose authority the powers of an entity are exercised and under whose direction
the business and affairs of the entity are managed pursuant to the organic law
and 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 unincorporated
entity; or



(3)  Share or membership in a corporation.



"Interest holder" means a direct
holder of an interest.



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



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



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



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



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



"Nonresident LLP statement" means a
statement of:



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



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



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



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



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



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



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



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



"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.



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



"Registered agent filing" means:



(1)  The public organic document of a domestic filing
entity;



(2)  A nonresident limited liability partnership
statement;



(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 liability
partnership that does not have an office in this State;



(3)  Qualified foreign entity;



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



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



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



(1)  Execute or adopt a tangible symbol; or



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



"Transferable interest" means the
right 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 not
some entities organized under that organic law are subject to provisions of
that law that create different categories of the form of entity. [L 2009, c 55,
pt of §1]