State Codes and Statutes

Statutes > North-carolina > Chapter_57C > GS_57C-1-03

§ 57C‑1‑03. Definitions.

The following definitionsapply in this Chapter, unless otherwise specifically provided:

(1)        Articles oforganization. – The document filed under G.S. 57C‑2‑20 of thisChapter for the purpose of forming a limited liability company, as amended orrestated.

(2)        Bankrupt. – Bankruptunder the United States Bankruptcy Code, as amended, or insolvent under Stateinsolvency laws.

(3)        Business. – Anylawful trade, investment, or other purpose or activity, whether or not suchtrade, investment, purpose, or activity is carried on for profit.

(3a)      Business entity. – Acorporation (including a professional corporation as defined in G.S. 55B‑2),a foreign corporation (including a foreign professional corporation defined inG.S. 55B‑16), a domestic or foreign nonprofit corporation, a domestic orforeign limited liability company, a domestic or foreign limited partnership, aregistered limited liability partnership or foreign limited liabilitypartnership as defined in G.S. 59‑32, or any other partnership as definedin G.S. 59‑36 whether or not formed under the laws of this State.

(4)        Corporation ordomestic corporation. – Has the same meaning as in G.S. 55‑1‑40(4).

(5)        Court. – Includesevery court and judge having jurisdiction in the case.

(5a)      Director. – For anylimited liability company the management of whose affairs is vested in whole orin part in persons other than its managers pursuant to G.S. 57C‑3‑20(b),any person who is so vested with, or is one of a group of persons so vestedwith, the authority to direct the management of the limited liability company'saffairs.

(6)        Distribution. – Adirect or indirect transfer of money or other property or incurrence ofindebtedness by a limited liability company to or for the benefit of itsmembers in respect of their membership interests.

(6a)      Domestic nonprofitcorporation. – A corporation as defined in G.S. 55A‑1‑40(5).

(6b)      Executive. – For anylimited liability company the management of whose affairs is vested in whole orin part in persons other than its managers pursuant to G.S. 57C‑3‑20(b),any person who is so vested with authority to participate in the management ofthe limited liability company's affairs under the direction of the limitedliability company's managers or directors.

(7)        Foreign corporation.– Has the same meaning as in G.S. 55‑1‑40(10).

(8)        Foreign limitedliability company. – An unincorporated organization formed under laws otherthan the laws of this State, that affords to each of its members, pursuant tothe laws under which it is formed, limited liability with respect to theliabilities of the organization.

(9)        Foreign limitedpartnership. – Has the same meaning as in G.S. 59‑102(5).

(9a)      Foreign nonprofitcorporation. – A foreign corporation as defined in G.S. 55A‑1‑40(11).

(10)      Individual. – A humanbeing.

(10a)    Liabilities, debts,and obligations. – Have one and the same meaning and are used interchangeablythroughout this Chapter. Reference to "liabilities,""debts," or "obligations" whether individually or in anycombination, is deemed to reference "all liabilities, debts, andobligations, whether arising in contract, tort, or otherwise."

(11)      Limited liabilitycompany or domestic limited liability company. – An entity formed and existingunder this Chapter.

(12)      Limited partnershipor domestic limited partnership. – Has the same meaning as in G.S. 59‑102(8).

(12a)    Management of theaffairs. – In respect of an entity, unless the context indicates otherwise, theauthority to direct and participate in the management of the entity.

(13)      Manager. – Has thefollowing meanings: (i) with respect to a domestic limited liability company,any person designated in, or in accordance with, G.S. 57C‑3‑20(a),and (ii) with respect to a foreign limited liability company, any personauthorized to act for and bind the foreign limited liability company.

(14)      Member. – A personwho has been admitted to membership in the limited liability company asprovided in G.S. 57C‑3‑01 until the person's membership ceases asprovided in G.S. 57C‑3‑02 or G.S. 57C‑5‑02.

(15)      Membership interestor interest. – In the context of a member of a limited liability company, theterms mean all of a member's rights in the limited liability company, includingany share of the profits and losses of the limited liability company, any rightto receive distributions of the limited liability company assets, any right tovote on matters relating to the limited liability company, and any right toparticipate in the management of the limited liability company's affairs.

(16)      Operating agreement.– Any agreement, written or oral, of the members with respect to the affairs ofa limited liability company and the conduct of its business that is binding onall the members. An operating agreement shall include, in the case of a limitedliability company with only one member, any writing signed by the member,without regard to whether the writing constitutes an agreement, that relates tothe affairs of the limited liability company and the conduct of its business.

(16a)    Organizer. – A personwho executes the articles of organization of a limited liability company in thecapacity of an organizer.

(17)      Person. – Anindividual, a trust, an estate, or a domestic or foreign corporation, adomestic or foreign professional corporation, a domestic or foreignpartnership, a domestic or foreign limited partnership, a domestic or foreignlimited liability company, an unincorporated association, or another entity.

(17a)    Principal office. –The office, in or out of this State, where the principal executive offices of adomestic or foreign limited liability company are located, as designated in itsmost recent annual report filed with the Secretary of State or, in the case ofa domestic or foreign limited liability company that has not yet filed an annualreport, in its articles of organization or application for a certificate ofauthority, respectively.

(18)      State. – A state,territory, or possession of the United States, the District of Columbia, or theCommonwealth of Puerto Rico. (1993, c. 354, s. 1; 1995, c. 351, ss. 1, 2; 1999‑189,s. 1; 1999‑369, ss. 3.2, 3.3; 1999‑456, s. 52(a); 2000‑140,s. 101(t); 2001‑387, ss. 48‑52.)

State Codes and Statutes

Statutes > North-carolina > Chapter_57C > GS_57C-1-03

§ 57C‑1‑03. Definitions.

The following definitionsapply in this Chapter, unless otherwise specifically provided:

(1)        Articles oforganization. – The document filed under G.S. 57C‑2‑20 of thisChapter for the purpose of forming a limited liability company, as amended orrestated.

(2)        Bankrupt. – Bankruptunder the United States Bankruptcy Code, as amended, or insolvent under Stateinsolvency laws.

(3)        Business. – Anylawful trade, investment, or other purpose or activity, whether or not suchtrade, investment, purpose, or activity is carried on for profit.

(3a)      Business entity. – Acorporation (including a professional corporation as defined in G.S. 55B‑2),a foreign corporation (including a foreign professional corporation defined inG.S. 55B‑16), a domestic or foreign nonprofit corporation, a domestic orforeign limited liability company, a domestic or foreign limited partnership, aregistered limited liability partnership or foreign limited liabilitypartnership as defined in G.S. 59‑32, or any other partnership as definedin G.S. 59‑36 whether or not formed under the laws of this State.

(4)        Corporation ordomestic corporation. – Has the same meaning as in G.S. 55‑1‑40(4).

(5)        Court. – Includesevery court and judge having jurisdiction in the case.

(5a)      Director. – For anylimited liability company the management of whose affairs is vested in whole orin part in persons other than its managers pursuant to G.S. 57C‑3‑20(b),any person who is so vested with, or is one of a group of persons so vestedwith, the authority to direct the management of the limited liability company'saffairs.

(6)        Distribution. – Adirect or indirect transfer of money or other property or incurrence ofindebtedness by a limited liability company to or for the benefit of itsmembers in respect of their membership interests.

(6a)      Domestic nonprofitcorporation. – A corporation as defined in G.S. 55A‑1‑40(5).

(6b)      Executive. – For anylimited liability company the management of whose affairs is vested in whole orin part in persons other than its managers pursuant to G.S. 57C‑3‑20(b),any person who is so vested with authority to participate in the management ofthe limited liability company's affairs under the direction of the limitedliability company's managers or directors.

(7)        Foreign corporation.– Has the same meaning as in G.S. 55‑1‑40(10).

(8)        Foreign limitedliability company. – An unincorporated organization formed under laws otherthan the laws of this State, that affords to each of its members, pursuant tothe laws under which it is formed, limited liability with respect to theliabilities of the organization.

(9)        Foreign limitedpartnership. – Has the same meaning as in G.S. 59‑102(5).

(9a)      Foreign nonprofitcorporation. – A foreign corporation as defined in G.S. 55A‑1‑40(11).

(10)      Individual. – A humanbeing.

(10a)    Liabilities, debts,and obligations. – Have one and the same meaning and are used interchangeablythroughout this Chapter. Reference to "liabilities,""debts," or "obligations" whether individually or in anycombination, is deemed to reference "all liabilities, debts, andobligations, whether arising in contract, tort, or otherwise."

(11)      Limited liabilitycompany or domestic limited liability company. – An entity formed and existingunder this Chapter.

(12)      Limited partnershipor domestic limited partnership. – Has the same meaning as in G.S. 59‑102(8).

(12a)    Management of theaffairs. – In respect of an entity, unless the context indicates otherwise, theauthority to direct and participate in the management of the entity.

(13)      Manager. – Has thefollowing meanings: (i) with respect to a domestic limited liability company,any person designated in, or in accordance with, G.S. 57C‑3‑20(a),and (ii) with respect to a foreign limited liability company, any personauthorized to act for and bind the foreign limited liability company.

(14)      Member. – A personwho has been admitted to membership in the limited liability company asprovided in G.S. 57C‑3‑01 until the person's membership ceases asprovided in G.S. 57C‑3‑02 or G.S. 57C‑5‑02.

(15)      Membership interestor interest. – In the context of a member of a limited liability company, theterms mean all of a member's rights in the limited liability company, includingany share of the profits and losses of the limited liability company, any rightto receive distributions of the limited liability company assets, any right tovote on matters relating to the limited liability company, and any right toparticipate in the management of the limited liability company's affairs.

(16)      Operating agreement.– Any agreement, written or oral, of the members with respect to the affairs ofa limited liability company and the conduct of its business that is binding onall the members. An operating agreement shall include, in the case of a limitedliability company with only one member, any writing signed by the member,without regard to whether the writing constitutes an agreement, that relates tothe affairs of the limited liability company and the conduct of its business.

(16a)    Organizer. – A personwho executes the articles of organization of a limited liability company in thecapacity of an organizer.

(17)      Person. – Anindividual, a trust, an estate, or a domestic or foreign corporation, adomestic or foreign professional corporation, a domestic or foreignpartnership, a domestic or foreign limited partnership, a domestic or foreignlimited liability company, an unincorporated association, or another entity.

(17a)    Principal office. –The office, in or out of this State, where the principal executive offices of adomestic or foreign limited liability company are located, as designated in itsmost recent annual report filed with the Secretary of State or, in the case ofa domestic or foreign limited liability company that has not yet filed an annualreport, in its articles of organization or application for a certificate ofauthority, respectively.

(18)      State. – A state,territory, or possession of the United States, the District of Columbia, or theCommonwealth of Puerto Rico. (1993, c. 354, s. 1; 1995, c. 351, ss. 1, 2; 1999‑189,s. 1; 1999‑369, ss. 3.2, 3.3; 1999‑456, s. 52(a); 2000‑140,s. 101(t); 2001‑387, ss. 48‑52.)


State Codes and Statutes

State Codes and Statutes

Statutes > North-carolina > Chapter_57C > GS_57C-1-03

§ 57C‑1‑03. Definitions.

The following definitionsapply in this Chapter, unless otherwise specifically provided:

(1)        Articles oforganization. – The document filed under G.S. 57C‑2‑20 of thisChapter for the purpose of forming a limited liability company, as amended orrestated.

(2)        Bankrupt. – Bankruptunder the United States Bankruptcy Code, as amended, or insolvent under Stateinsolvency laws.

(3)        Business. – Anylawful trade, investment, or other purpose or activity, whether or not suchtrade, investment, purpose, or activity is carried on for profit.

(3a)      Business entity. – Acorporation (including a professional corporation as defined in G.S. 55B‑2),a foreign corporation (including a foreign professional corporation defined inG.S. 55B‑16), a domestic or foreign nonprofit corporation, a domestic orforeign limited liability company, a domestic or foreign limited partnership, aregistered limited liability partnership or foreign limited liabilitypartnership as defined in G.S. 59‑32, or any other partnership as definedin G.S. 59‑36 whether or not formed under the laws of this State.

(4)        Corporation ordomestic corporation. – Has the same meaning as in G.S. 55‑1‑40(4).

(5)        Court. – Includesevery court and judge having jurisdiction in the case.

(5a)      Director. – For anylimited liability company the management of whose affairs is vested in whole orin part in persons other than its managers pursuant to G.S. 57C‑3‑20(b),any person who is so vested with, or is one of a group of persons so vestedwith, the authority to direct the management of the limited liability company'saffairs.

(6)        Distribution. – Adirect or indirect transfer of money or other property or incurrence ofindebtedness by a limited liability company to or for the benefit of itsmembers in respect of their membership interests.

(6a)      Domestic nonprofitcorporation. – A corporation as defined in G.S. 55A‑1‑40(5).

(6b)      Executive. – For anylimited liability company the management of whose affairs is vested in whole orin part in persons other than its managers pursuant to G.S. 57C‑3‑20(b),any person who is so vested with authority to participate in the management ofthe limited liability company's affairs under the direction of the limitedliability company's managers or directors.

(7)        Foreign corporation.– Has the same meaning as in G.S. 55‑1‑40(10).

(8)        Foreign limitedliability company. – An unincorporated organization formed under laws otherthan the laws of this State, that affords to each of its members, pursuant tothe laws under which it is formed, limited liability with respect to theliabilities of the organization.

(9)        Foreign limitedpartnership. – Has the same meaning as in G.S. 59‑102(5).

(9a)      Foreign nonprofitcorporation. – A foreign corporation as defined in G.S. 55A‑1‑40(11).

(10)      Individual. – A humanbeing.

(10a)    Liabilities, debts,and obligations. – Have one and the same meaning and are used interchangeablythroughout this Chapter. Reference to "liabilities,""debts," or "obligations" whether individually or in anycombination, is deemed to reference "all liabilities, debts, andobligations, whether arising in contract, tort, or otherwise."

(11)      Limited liabilitycompany or domestic limited liability company. – An entity formed and existingunder this Chapter.

(12)      Limited partnershipor domestic limited partnership. – Has the same meaning as in G.S. 59‑102(8).

(12a)    Management of theaffairs. – In respect of an entity, unless the context indicates otherwise, theauthority to direct and participate in the management of the entity.

(13)      Manager. – Has thefollowing meanings: (i) with respect to a domestic limited liability company,any person designated in, or in accordance with, G.S. 57C‑3‑20(a),and (ii) with respect to a foreign limited liability company, any personauthorized to act for and bind the foreign limited liability company.

(14)      Member. – A personwho has been admitted to membership in the limited liability company asprovided in G.S. 57C‑3‑01 until the person's membership ceases asprovided in G.S. 57C‑3‑02 or G.S. 57C‑5‑02.

(15)      Membership interestor interest. – In the context of a member of a limited liability company, theterms mean all of a member's rights in the limited liability company, includingany share of the profits and losses of the limited liability company, any rightto receive distributions of the limited liability company assets, any right tovote on matters relating to the limited liability company, and any right toparticipate in the management of the limited liability company's affairs.

(16)      Operating agreement.– Any agreement, written or oral, of the members with respect to the affairs ofa limited liability company and the conduct of its business that is binding onall the members. An operating agreement shall include, in the case of a limitedliability company with only one member, any writing signed by the member,without regard to whether the writing constitutes an agreement, that relates tothe affairs of the limited liability company and the conduct of its business.

(16a)    Organizer. – A personwho executes the articles of organization of a limited liability company in thecapacity of an organizer.

(17)      Person. – Anindividual, a trust, an estate, or a domestic or foreign corporation, adomestic or foreign professional corporation, a domestic or foreignpartnership, a domestic or foreign limited partnership, a domestic or foreignlimited liability company, an unincorporated association, or another entity.

(17a)    Principal office. –The office, in or out of this State, where the principal executive offices of adomestic or foreign limited liability company are located, as designated in itsmost recent annual report filed with the Secretary of State or, in the case ofa domestic or foreign limited liability company that has not yet filed an annualreport, in its articles of organization or application for a certificate ofauthority, respectively.

(18)      State. – A state,territory, or possession of the United States, the District of Columbia, or theCommonwealth of Puerto Rico. (1993, c. 354, s. 1; 1995, c. 351, ss. 1, 2; 1999‑189,s. 1; 1999‑369, ss. 3.2, 3.3; 1999‑456, s. 52(a); 2000‑140,s. 101(t); 2001‑387, ss. 48‑52.)