47-34A-101. Definitions. Terms used in this chapter:

(1) "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 Secretary of State or other official having custody of company records in the state or country under whose law it is organized;

(2) "Business" includes every trade, occupation, profession, and other lawful purpose, whether or not carried on for profit;

(3) "Contribution" means any benefit provided by a person to a limited liability company:

(A) In order to become a member upon formation of the company and in accordance with an agreement between or among the persons that have agreed to become the initial members of the company;

(B) In order to become a member after the formation of the company and in accordance with an agreement between the person and the company; or

(C) In the person's capacity as a member and in accordance with the operating agreement or an agreement between the member and the company;

(4) "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;

(5) "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;

(6) "Distributional interest" means all of a member's interest in distributions by the limited liability company;

(7) "Entity" means a person other than an individual;

(8) "Foreign limited liability company" means an unincorporated entity formed under the law of a jurisdiction other than this state and denominated by that law as a limited liability company;

(9) "Limited liability company" except in the phrase "foreign limited liability company" means an entity formed under this chapter;

(10) "Manager" means a person, whether or not a member of a manager-managed company, who is vested with authority under section 301;

(11) "Manager-managed company" means a limited liability company which is so designated in its articles of organization;

(12) "Member" means a person that:

(A) Prior to formation of the limited liability company, becomes a member as agreed by that person and the organizer of the limited liability company;

(B) After formation of the limited liability company, becomes a member:

(1) As provided in the operating agreement;

(2) As a result of a transaction effective under Article IX;

(3) With the consent of all the members; and

(C) After having become a member, has not dissociated under Article VI;

(13) "Member-managed company" means a limited liability company other than a manager-managed company;

(14) "Operating agreement" means any valid agreement, either written or oral, under § 47-34A-103 concerning the relations among the members, managers, and limited liability company; however, an integration clause contained in a written operating agreement may be given effect under other law. The term includes amendments to and restatements of the operating agreement. The operating agreement of a limited liability company having only one member shall not be unenforceable by reason of there being only one person who is a party to the operating agreement;

(15) "Person" means an individual, corporation, business trust, cooperative corporation, estate, trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity;

(16) "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;

(17) "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;

(18) "Sign" means, with the present intent to authenticate or adopt a record by any means including an electronic signature:

(A) To execute or adopt a tangible symbol; or

(B) To attach to or logically associate with a record an electronic symbol, sound, or process;

(19) "State" means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States;

(20) "Transfer" includes an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, and transfer by operation of law;

(21) "Transferee" means a person to which all or part of a distributional interest has been transferred, whether or not the transferor is a member.Source: SL 1998, ch 272, § 101; SL 2013, ch 233, § 1.