2006 New York Code - Definitions

 
    §  102. Definitions. (a) "Articles of organization" means the articles
  of organization filed with the department of state for  the  purpose  of
  forming  a  limited  liability  company  pursuant to section two hundred
  three of this chapter, as amended or restated pursuant  to  section  two
  hundred eleven or section two hundred fourteen of this chapter.
    * (a-1)  "Affidavit of publication" means the affidavit of the printer
  or publisher of a newspaper in which a publication pursuant to  sections
  two  hundred six, eight hundred two, one thousand two hundred three, and
  one thousand three hundred six  of  this  chapter  has  been  made.  The
  affidavit of publication shall be in a form substantially as follows:
    "Affidavit  of  Publication  Under  Section ______ (specify applicable
  section) of the Limited Liability Company Law
  State of New York,
  County of ________, ss.:
    The undersigned is the printer (or publisher) of ______________  (name
  of  newspaper),  a  _________  (daily  or weekly) newspaper published in
  ________________, New York. A notice regarding _______________ (name  of
  limited  liability company) was published in said newspaper once in each
  week for four successive weeks, commencing on __________ and  ending  on
  ________.  The  text  of the notice as published in said newspaper is as
  set forth below, or in the annexed  exhibit.  This  newspaper  has  been
  designated by the Clerk of ________ County for this purpose.
                                                ____________ (signature)
                                                __________(printed name),
                                               (jurat)"
    The  text  of  the notice set forth in or annexed to each affidavit of
  publication shall: (i) include only the text of  the  published  notice,
  (ii)  be free of extraneous marks, and (iii) if submitted in paper form,
  be printed on paper of such size, weight and color, and in ink  of  such
  color,  and  in  such  font, and be in such other qualities and form not
  inconsistent with any other provision of law as, in the judgment of  the
  secretary  of  state,  will  not impair the ability of the department of
  state to include a legible and permanent copy thereof  in  its  official
  records. Nothing in this subdivision shall be construed as requiring the
  department  of  state  to  accept  for  filing  a  document submitted in
  electronic form.
    * NB Effective June 1, 2006
    (b) "Authorized foreign limited liability  company"  means  a  foreign
  limited  liability  company  authorized  to  do  business  in this state
  pursuant to article eight of this chapter.
    (c) "Authorized person" means a person, whether or not a  member,  who
  is authorized by the operating agreement, or otherwise, to act on behalf
  of a limited liability company or foreign limited liability company.
    (d)  "Bankruptcy"  means bankruptcy under the United States Bankruptcy
  Code, as amended, or insolvency under any state insolvency act.
    (e) "Business" means every trade, occupation, profession or commercial
  activity.
    * (e-1) "Certificate of publication" means a certificate presented  on
  behalf  of the applicable limited liability company to the department of
  state together with the affidavits of publication  pursuant  to  section
  two  hundred  six, eight hundred two, one thousand two hundred three, or
  one thousand three hundred six  of  this  chapter.  The  certificate  of
  publication shall be in a form substantially as follows:
    "Certificate  of  Publication  of  ______  (name  of limited liability
  company) Under  Section  ______  (specify  applicable  section)  of  the
  Limited Liability Company Law
    The  undersigned  is  the  _________  (title)  of ___________ (name of
  limited liability company).  The  published  notices  described  in  the
  annexed  affidavits  of  publication  contain  all  of  the  information
  required by the above-mentioned section of the Limited Liability Company
  Law. The newspapers described in such affidavits of publication  satisfy
  the  requirements set forth in the Limited Liability Company Law and the
  designation made by the county clerk. I certify the foregoing statements
  to be true under penalties of perjury.
                                               Date
                                               Signature
                                               Printed Name"
    * NB Effective June 1, 2006
    (f) "Contribution" means any cash, property, services rendered,  or  a
  promissory  note  or  other  binding  obligation  to  contribute cash or
  property or to render services that a member contributes  to  a  limited
  liability company in his or her capacity as a member.
    (g)  "Corporation"  means  a corporation formed under the laws of this
  state or a foreign corporation as defined in  subdivision  (j)  of  this
  section.
    (h) "Court" means every court and judge of competent jurisdiction with
  respect to a particular matter, action or case.
    (i)  "Distribution"  means  the  transfer  of  property  by  a limited
  liability company to one or more of its members in his or  her  capacity
  as a member.
    (j) "Foreign corporation" means a corporation formed under the laws of
  any  jurisdiction, including any foreign country, other than the laws of
  this state.
    (k)  "Foreign  limited  liability  company"  means  an  unincorporated
  organization  formed  under  the laws of any jurisdiction, including any
  foreign country, other than the laws of  this  state  (i)  that  is  not
  authorized  to  do  business  in  this state under any other law of this
  state and (ii) of which some or all of the persons who are entitled  (A)
  to  receive a distribution of the assets thereof upon the dissolution of
  the organization or otherwise or (B)  to  exercise  voting  rights  with
  respect  to  an  interest  in  the organization have, or are entitled or
  authorized to have, under the laws of such other  jurisdiction,  limited
  liability  for  the  contractual obligations or other liabilities of the
  organization.
    (l) "Foreign limited partnership" means a partnership that  is  formed
  under the laws of any jurisdiction, including any foreign country, other
  than the laws of this state and that has as partners one or more general
  partners and one or more limited partners.
    (m)  "Limited  liability  company"  and  "domestic  limited  liability
  company" mean, unless the context otherwise requires, an  unincorporated
  organization  of  one  or  more persons having limited liability for the
  contractual obligations and other liabilities of the business (except as
  authorized in section six hundred nine of this chapter),  other  than  a
  partnership  or  trust,  formed  and existing under this chapter and the
  laws of this state.
    (n) "Limited partnership" means a limited partnership formed under the
  laws of this state or  a  foreign  limited  partnership  as  defined  in
  subdivision (l) of this section.
    (o)  "Majority  in  interest  of  the members" means, unless otherwise
  provided in the operating agreement, the members whose  aggregate  share
  of the current profits of the limited liability company constitutes more
  than one-half of the aggregate of such shares of all members.
    (p)  "Manager"  means,  subject  to  section  four hundred one of this
  chapter, a person designated  by  the  members  to  manage  the  limited
  liability company as provided in the operating agreement.
    (q)  "Member"  means  a  person who has been admitted as a member of a
  limited liability company in accordance with the terms and provisions of
  this chapter and the operating agreement and has a  membership  interest
  in a limited liability company with the rights, obligations, preferences
  and   limitations   specified  under  this  chapter  and  the  operating
  agreement.
    * (r) "Membership interest" means a member's  aggregate  rights  in  a
  limited  liability  company, including, without limitation, the member's
  right to a share of the profits and  losses  of  the  limited  liability
  company,  the  right to receive distributions from the limited liability
  company and the right to vote and participate in the management  of  the
  limited liability company.
    * NB Effective until June 1, 2006
    * (r)  "Membership  interest"  means  a member's aggregate rights in a
  limited  liability  company,  including,  without  limitation:  (i)  the
  member's  right  to  a  share  of  the profits and losses of the limited
  liability company; (ii) the member's right to receive distributions from
  the limited liability company; and (iii) the member's right to vote  and
  participate in the management of the limited liability company.
    * NB Effective June 1, 2006
    (s)  "Office of the limited liability company" means the office of the
  limited liability company, the  location  of  which  is  stated  in  the
  articles  of organization of a domestic limited liability company, or in
  the application for authority of a foreign  limited  liability  company.
  Such  office need not be a place where business activities are conducted
  by such limited liability company.
    (t) "One-third in interest of the  members"  means,  unless  otherwise
  provided  in  the operating agreement, the members whose aggregate share
  of the current profits of  the  limited  liability  company  constitutes
  one-third of the aggregate of such shares of all members.
    (u)  "Operating  agreement" means any written agreement of the members
  concerning the business of a limited liability company and  the  conduct
  of its affairs and complying with section four hundred seventeen of this
  chapter.
    (v)  "Other  business  entity"  means  any person other than a natural
  person or domestic limited liability company.
    (w) "Person" means any association, corporation, joint stock  company,
  estate,  general partnership (including any registered limited liability
  partnership  or  foreign   limited   liability   partnership),   limited
  association, limited liability company (including a professional service
  limited liability company), foreign limited liability company (including
  a   foreign  professional  service  limited  liability  company),  joint
  venture, limited partnership, natural  person,  real  estate  investment
  trust,  business  trust  or other trust, custodian, nominee or any other
  individual or entity in its own or any representative capacity.
    (x) "Process" means judicial process and all orders, demands,  notices
  or  other papers required or permitted by law to be personally served on
  a limited liability company or foreign limited  liability  company,  for
  the  purpose of acquiring jurisdiction of such limited liability company
  in any action  or  proceeding,  civil  or  criminal,  whether  judicial,
  administrative,  arbitrative  or  otherwise,  in  this  state  or in the
  federal courts sitting in or for this state.
    (y) "State" means a state,  territory  or  possession  of  the  United
  States, the District of Columbia or the Commonwealth of Puerto Rico.
    (z)  "Two-thirds  in  interest of the members" means, unless otherwise
  provided in the operating agreement, the members whose  aggregate  share
  of  the  current  profits  of  the limited liability company constitutes
  two-thirds of the aggregate of such shares of all members.
    (aa) "Foreign related limited liability partnership" has  the  meaning
  given to it in section two of the partnership law.
    (bb)  "Profession"  has  the meaning given to it in subdivision (b) of
  section twelve hundred one of this chapter.
    (cc) "Registered limited liability partnership" has the meaning  given
  to it in section two of the partnership law.
    (dd)  "Foreign limited liability partnership" has the meaning given to
  it in section two of the partnership law.
    (ee) "Professional service limited liability company" has the  meaning
  given  to  it  in  subdivision (f) of section twelve hundred one of this
  chapter.
    (ff) "Foreign professional service limited liability company" has  the
  meaning  given  to it in subdivision (a) of section thirteen hundred one
  of this chapter.
    (gg) "Professional service corporation" has the meaning given to it in
  subdivision (e) of section twelve hundred one of this chapter.
    (hh) "Foreign professional service corporation" has the meaning  given
  to  it  in subdivision (d) of section fifteen hundred twenty-five of the
  business corporation law.