31 §602. Definitions (WHOLE SECTION TEXT EFFECTIVE UNTIL 7/1/11)
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES
Subchapter 1: GENERAL PROVISIONS
§602. Definitions
(CONTAINS TEXT WITH VARYING EFFECTIVE DATES)
(WHOLE SECTION TEXT EFFECTIVE UNTIL 7/1/11)
As used in this chapter, unless the context otherwise indicates, the following terms have the following meanings. [1993, c. 718, Pt. A, §1 (NEW).]
1. Articles of organization. "Articles of organization" means the articles filed under section 622 and the same articles as amended or restated.
[ 1993, c. 718, Pt. A, §1 (NEW) .]
2. Corporation. "Corporation" means a corporation formed under the laws of a state or foreign country.
[ 1993, c. 718, Pt. A, §1 (NEW) .]
3. Court. "Court" includes every court having jurisdiction in a case.
[ 1993, c. 718, Pt. A, §1 (NEW) .]
3-A. Deliver; delivery. "Deliver" or "delivery" means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery and electronic transmission.
[ 2005, c. 302, §9 (NEW) .]
3-B. Electronic transmission. "Electronic transmission" means any process of communication that does not directly involve the physical transfer of paper and that is suitable for the retention, retrieval and reproduction of information by the recipient.
[ 2005, c. 302, §9 (NEW) .]
4. Event of withdrawal. "Event of withdrawal" means an event that causes a person to cease to be a member as provided in section 692.
[ 1993, c. 718, Pt. A, §1 (NEW) .]
5. Foreign corporation. "Foreign corporation" means a corporation that is organized under the laws of a state other than the laws of this State or under the laws of a foreign country.
[ 1993, c. 718, Pt. A, §1 (NEW) .]
6. Foreign limited liability company. "Foreign limited liability company" means an organization that is:
A. An unincorporated association; [1993, c. 718, Pt. A, §1 (NEW).]
B. Organized under laws of a state other than the laws of this State or under the laws of a foreign country; [1993, c. 718, Pt. A, §1 (NEW).]
C. Organized under a law by which an association may be formed that affords every member limited liability with respect to the liabilities of the entity; and [1993, c. 718, Pt. A, §1 (NEW).]
D. Is not required to be registered or organized under any law of this State other than this chapter. [1993, c. 718, Pt. A, §1 (NEW).]
[ 1993, c. 718, Pt. A, §1 (NEW) .]
7. Foreign limited partnership. "Foreign limited partnership" means a limited partnership formed under the laws of a state other than this State or under the laws of a foreign country.
[ 1993, c. 718, Pt. A, §1 (NEW) .]
8. Limited liability company or domestic limited liability company. "Limited liability company" or "domestic limited liability company" means an organization formed under this chapter.
[ 1993, c. 718, Pt. A, §1 (NEW) .]
9. Limited liability company interest or interest in the limited liability company. "Limited liability company interest" or "interest in the limited liability company" means the interest that may be assigned under section 685 and charged under section 686.
[ 1993, c. 718, Pt. A, §1 (NEW) .]
10. Limited partnership. "Limited partnership" means a limited partnership formed under the laws of a state or foreign country.
[ 1993, c. 718, Pt. A, §1 (NEW) .]
11. Manager or managers. "Manager" or "managers" means a person or persons designated in accordance with section 651, with respect to a limited liability company that has set forth in its articles of organization that it is managed by managers.
[ 1993, c. 718, Pt. A, §1 (NEW) .]
12. Member or members. "Member" or "members" means a person or persons admitted to membership in a limited liability company as provided in section 691 who have not ceased to be members as provided in section 692.
[ 1993, c. 718, Pt. A, §1 (NEW) .]
13. Operating agreement. "Operating agreement" means an agreement among all of the members of a limited liability company governing the conduct of its business and affairs.
[ 1993, c. 718, Pt. A, §1 (NEW) .]
14. Person. "Person" means an individual, a general partnership, a limited partnership, a domestic or foreign limited liability company, a trust, an estate, an association, a corporation or any other legal entity.
[ 1993, c. 718, Pt. A, §1 (NEW) .]
14-A. Sign; signature. "Sign" or "signature" includes any manual, facsimile, conformed or electronic signature.
[ 2005, c. 302, §9 (NEW) .]
15. State. "State" means a state, territory or possession of the United States, the District of Columbia or the Commonwealth of Puerto Rico.
[ 1993, c. 718, Pt. A, §1 (NEW) .]
SECTION HISTORY
1993, c. 718, §A1 (NEW). 2005, c. 302, §9 (AMD). 2009, c. 629, Pt. A, §1 (RP). 2009, c. 629, Pt. A, §3 (AFF).