§ 7-16-2 - Definitions.
SECTION 7-16-2
§ 7-16-2 Definitions. – As used in this chapter, unless the context otherwise requires:
(1) "Articles of organization" means documents filed under§ 7-16-5 for the purpose of forming a limited liability company.
(2) "Authorized person" means a person, whether or not amember, who is authorized by the articles of organization, by an operatingagreement, or otherwise, to act on behalf of a limited liability company orforeign limited liability company as an officer, manager or otherwise.
(3) "Bankruptcy" means a proceeding under the United StatesBankruptcy Code or under state insolvency or receivership law.
(4) "Business" means any trade, occupation or othercommercial activity engaged in for gain, profit or livelihood for which acorporation can be organized under chapter 1.2 of this title.
(5) "Capital contribution" means any cash, property, servicesrendered, or a promissory note or other binding obligation to contribute cashor property or to perform services which a member contributes to a limitedliability company in his or her capacity as a member.
(6) "Capital value" means the fair market value in each caseas of the date contributed of a member's capital contributions, including acontribution of services previously performed or a contribution of a bindingobligation to perform services, reduced by distributions made to the member.
(7) "Constituent entity" means each limited liabilitycompany, limited partnership or corporation which is a party to a plan ofmerger or consolidation.
(8) "Corporation" means a business corporation formed underchapter 1.2 of this title or a foreign corporation.
(9) "Court" includes every court and judge havingjurisdiction in the case.
(10) "Delivering/Delivered" means either physicallytransferring a paper document to the secretary of state or transferring adocument to the secretary of state by electronic transmission through a mediumprovided and authorized by the secretary of state.
(11) "Filing" means delivered to the secretary of state ineither paper format or electronic transmission through a medium provided andauthorized by the secretary of state.
(12) "Foreign corporation" means a business corporationformed under the laws of any state other than this state or any foreign country.
(13) "Foreign limited liability company" means a limitedliability company formed under the laws of any state other than this state orany foreign country.
(14) "Foreign limited partnership" means a limitedpartnership formed under the laws of any state other than this state or anyforeign country.
(15) "Limited liability company" or "domestic limitedliability company" means an entity that is organized and existing under thelaws of this state pursuant to this chapter.
(16) "Limited partnership" means a limited partnership formedunder the laws of this state or a foreign limited partnership.
(17) "Manager" or "Managers" means a person or personsdesignated by the members of a limited liability company to manage the limitedliability company.
(18) "Member" means a person with an ownership interest in alimited liability company with the rights and obligations specified under thischapter.
(19) "Membership interest", "ownership 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 thelimited liability company, the right to receive distributions of the limitedliability company's assets, and any right to vote or participate in managementof the limited liability company.
(20) "New entity" means the entity into which constituententities consolidate, as identified in the articles of consolidation providedfor in § 7-16-62.
(21) "Operating agreement" means any agreement, written ororal, of the members as to the affairs of a limited liability company and theconduct of its business. An operating agreement also includes a documentadopted by the sole member of a limited liability company that has only onemember and may include as a party one or more managers who are not members.
(22) "Person" means a natural person, partnership, limitedpartnership, domestic or foreign limited liability company, trust, estate,corporation, nonbusiness corporation or other association.
(23) "State" means a state, territory or possession of theUnited States, or the District of Columbia.
(24) "Surviving entity" means the constituent entitysurviving a merger, as identified in the articles of merger provided for in§ 7-16-62.
(25) "Signature" or "Signed" or "Executed" means an originalsignature, facsimile, or an electronically transmitted signature submittedthrough a medium provided and authorized by the secretary of state.
(26) "Electronic transmission" means any form ofcommunication, not directly involving the physical transmission of paper, thatcreates a record that may be retained, retrieved, and reviewed by a recipientthereof, and that may be directly reproduced in paper form by such a recipientthrough an automated process.