Section 101 - Definitions.
§ 4A-101. Definitions.
(a) In general.- In this title the following terms have the meanings indicated.
(b) Articles of organization.- "Articles of organization" means the articles of organization filed with the Department for the purpose of forming a limited liability company as specified in § 4A-204 of this title and includes all amendments and restatements of them.
(c) Authorized person.- "Authorized person" means any person, whether or not a member, who is authorized by the articles of organization, by an operating agreement, or otherwise, to execute or file a document required or permitted to be executed or filed on behalf of a limited liability company or foreign limited liability company under this title, or to otherwise act as an agent of the limited liability company.
(d) Bankrupt.- "Bankrupt" means bankrupt under the federal Bankruptcy Code as amended or insolvent under any state insolvency act.
(e) Capital contribution.- "Capital contribution" means anything of value that a person contributes as capital to the limited liability company in that person's capacity as a member, including cash, property, services rendered or a promissory note or other binding obligation to contribute cash or property or to perform services.
(f) Capital interest.- "Capital interest" means the fair market value, as of the date contributed, of a member's capital contribution, whether or not returned to the member.
(g) Corporation.- "Corporation" means a Maryland corporation or a foreign corporation as defined in § 1-101 of this article.
(h) Court.- "Court" includes every court having jurisdiction in the case.
(i) Foreign limited liability company.- "Foreign limited liability company" means a limited liability company formed under the laws of a state other than the State of Maryland.
(j) Interest.- "Interest" means a member's share of the profits and losses of the limited liability company and the right to receive distributions from the limited liability company.
(k) Limited liability company; domestic limited liability company.- "Limited liability company" or "domestic limited liability company" means a permitted form of unincorporated business organization which is organized and existing under this title.
(l) Limited partnership.- "Limited partnership" means a Maryland limited partnership or foreign limited partnership as defined in § 10-101 of this article.
(m) Member.-
(1) "Member" means a person with an interest in a limited liability company with the rights and obligations specified under this title.
(2) "Member" includes a person who has been admitted as a member of a limited liability company organized in the State or a foreign limited liability company.
(n) Operating agreement.- "Operating agreement" means the agreement and any amendments thereto, of the members as to the affairs of a limited liability company and the conduct of its business.
(o) Partnership.- "Partnership" means a partnership formed under the laws of this State, any other state, or under the laws of a foreign country.
(p) Professional service.-
(1) "Professional service" has the meaning stated in § 5-101 of this article.
(2) "Professional service" includes a service provided by:
(i) An architect;
(ii) An attorney;
(iii) A certified public accountant;
(iv) A chiropractor;
(v) A dentist;
(vi) An osteopath;
(vii) A physician;
(viii) A podiatrist;
(ix) A professional engineer;
(x) A psychologist;
(xi) A licensed real estate broker, licensed associate real estate broker, or licensed real estate salesperson; or
(xii) A veterinarian.
(q) State.- "State" means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico.
[1992, ch. 536; 1993, ch. 459, §§ 1, 2; 1996, ch. 657; 1997, ch. 654, § 2; 2000, ch. 692; 2002, ch. 514; 2003, ch. 21, § 1; 2007, ch. 5, § 7; 2010, ch. 611, § 2.]