[Previous] [Next]
§18-2001.
§18-2001.
As used in this act, unless the context otherwise requires:
1. "Articles of organization" means documents filed under Section 2019
of this title for the purpose of forming a limited liability company;
2. "Bankrupt" means bankrupt under the United States Bankruptcy Code,
as amended, or insolvent under any state insolvency act;
3. "Business" means any trade, occupation, profession or other
activity regardless of whether engaged in for gain, profit or
livelihood;
4. "Capital contribution" means anything of value that a person
contributes to the limited liability company as a prerequisite for, or
in connection with, membership, including cash, property, services
rendered, or a promissory note or other binding obligation to
contribute cash or property or to perform services;
5. "Capital interest" means the fair market value as of the date
contributed of a member's capital contribution as adjusted for any
additional capital contributions or withdrawals;
6. "Corporation" means a corporation formed under the laws of this
state or a foreign corporation as defined in this section;
7. "Court" includes every court and judge having jurisdiction in the
case;
8. "Foreign corporation" means a corporation formed under the laws of
any state other than this state, or under the laws of the District of
Columbia or any foreign country;
9. "Foreign limited liability company" means an entity that is:
a. an unincorporated association,
b. organized under the laws of a state other than the laws of this
state or organized under the laws of any foreign country,
c. organized under a statute pursuant to which an association may be
formed that affords to each of its members limited liability with
respect to the liabilities of the entity, and
d. not required to be registered or organized under any statute of
this state other than this act;
10. "Foreign limited partnership" means a limited partnership formed
under the laws of any state other than this state, or under the laws
of the District of Columbia or any foreign country;
11. "Limited liability company" or "domestic limited liability
company" means an entity that is an unincorporated association or
proprietorship having one or more members that is organized and
existing under the laws of this state;
12. "Limited partnership" means a limited partnership formed under the
laws of this state or a foreign limited partnership as defined in this
section;
13. "Manager" or "managers" means a person or persons designated by
the members of a limited liability company to manage the limited
liability company as provided in the articles of organization or an
operating agreement;
14. "Member" means a person with an ownership interest in a limited
liability company, with the rights and obligations specified under
this act;
15. "Membership interest" or "interest" means a member's rights in the
limited liability company, collectively, including the member's share
of the profits and losses of the limited liability company, the right
to receive distributions of the limited liability company's assets,
and any right to vote or participate in management;
16. "Operating agreement" means any agreement of the members as to the
affairs of a limited liability company and the conduct of its
business;
17. "Person" means an individual, a general partnership, a limited
partnership, a limited liability company, a trust, an estate, an
association, a corporation or any other legal or commercial entity;
and
18. "State" means a state, territory or possession of the United
States, the District of Columbia, or the Commonwealth of Puerto Rico.
[Previous] [Next]