29-3102. Definitions

In this chapter, unless the context otherwise requires:

1. " Articles of organization" means the articles required by section 29-3201. Articles of organization includes the articles as amended or restated.

2. " Commission" means the corporation commission.

3. " Contribution" means property or a benefit described in section 29-3402 that is provided by a person to a limited liability company to become a member or in the person's capacity as a member.

4. " Debtor in bankruptcy" means a person that is the subject of either of the following:

(a) An order for relief under title 11 of the United States Code or a comparable order under a successor statute of general application.

(b) A comparable order under federal, state or foreign law governing insolvency.

5. " Designating foreign company" means, with respect to any foreign series, the foreign limited liability company that designated or otherwise established the foreign series in accordance with the law of its jurisdiction of formation.

6. " Distribution" :

(a) Means a transfer of money or other property from a limited liability company to a person on account of a transferable interest or in the person's capacity as a member.

(b) Includes both of the following:

(i) A redemption or other purchase by a limited liability company of a transferable interest.

(ii) A transfer to a member in return for the member's relinquishment of any right to participate as a member in the management or conduct of the company's activities and affairs or to have access to records or other information concerning the company's activities and affairs.

(c) Does not include amounts constituting reasonable compensation for present or past service or payments made in the ordinary course of business under a bona fide retirement plan or another bona fide benefits program.

7. " Foreign limited liability company" means an unincorporated entity that is formed under the law of a jurisdiction other than this state and that would be a limited liability company if the unincorporated entity were formed under the law of this state and includes a foreign series for the purposes of this article.

8. " Foreign series" means a series of a foreign limited liability company that has been established as such in accordance with the law of a jurisdiction other than this state.

9. " Jurisdiction" , when used to refer to a political entity, means the United States, a state, a foreign country or a political subdivision of a foreign country.

10. " Jurisdiction of formation" means the jurisdiction whose law governs the internal affairs of an entity.

11. " Limited liability company" , except when used in the phrase foreign limited liability company and in article 10 of this chapter:

(a) Means an entity that is formed under this chapter or that becomes subject to this chapter under article 10 of this chapter or section 29-3110.

(b) Includes a limited liability company with a single member.

12. " Majority in interest of the members" means, at any particular time, one or more members that hold in the aggregate a majority of the interests in the limited liability company's profits held at that time by all members, disregarding any profit interests held by persons that are not members. The members' respective interests in the company's profits are in proportion to their rights to share in distributions that exceed the repayment of their contributions on dissolution and winding up of the company.

13. " Manager" means a person that under the operating agreement of a manager-managed limited liability company is responsible, alone or in concert with others, for performing the management functions stated in section 29-3407, subsection C.

14. " Manager-managed limited liability company" means a limited liability company that qualifies under section 29-3407, subsection A.

15. " Member" means a person that both:

(a) Has become a member of a limited liability company under section 29-3401 or was a member in a company when the company became subject to this chapter under section 29-3110.

(b) Has not dissociated under section 29-3602.

16. " Member-managed limited liability company" means a limited liability company that is not a manager-managed limited liability company.

17. " Operating agreement" means the agreement, whether or not referred to as an operating agreement and whether oral, implied, in a record or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning the matters described in section 29-3105, subsection A. Operating agreement includes the agreement as amended or restated.

18. " Organizer" means a person that acts under section 29-3201 to form a limited liability company.

19. " Person" means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, general cooperative association, limited cooperative association, unincorporated nonprofit association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation or government or governmental subdivision, agency or instrumentality or any other legal or commercial entity.

20. " Principal address" means the mailing address of a limited liability company or foreign limited liability company, whether or not located in this state.

21. " Property" means all property, whether real, personal or mixed or tangible or intangible, or any right or interest therein.

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

23. " Registered foreign limited liability company" :

(a) Means a foreign limited liability company that is registered to do business in this state pursuant to a statement of registration filed by the commission.

(b) Includes a registered foreign series for the purposes of this article.

24. " Registered foreign series" means a foreign series that is registered to do business in this state pursuant to a statement of registration filed by the commission.

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

(a) Execute or adopt a tangible symbol.

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

26. " State" means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands or any territory or insular possession subject to the jurisdiction of the United States.

27. " Statutory agent" means the agent of a limited liability company or foreign limited liability company that is authorized to receive service of any process, notice or demand required or permitted by law to be served on the company.

28. " Transfer" includes:

(a) An assignment.

(b) A conveyance.

(c) A sale.

(d) A lease.

(e) An encumbrance, including a mortgage or security interest.

(f) A gift.

(g) A transfer by operation of law.

29. " Transferable interest" means the right, as initially owned by a person in the person's capacity as a member, to receive distributions from a limited liability company, whether or not the person remains a member or continues to own any part of the right, and applies to any fraction of the interest, by whomever owned.

30. " Transferee" :

(a) Means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a member.

(b) Includes a person that owns a transferable interest under section 29-3603, subsection A, paragraph 3.