2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 89 - Limited Liability Companies
8903 - Definitions and index of definitions.

     § 8903.  Definitions and index of definitions.
        (a)  Definitions.--The following words and phrases when used
     in this chapter shall have the meanings given to them in this
     section unless the context clearly indicates otherwise:
        "Bankrupt."  A person who is the subject of:
            (1)  an order for relief or a voluntary case under 11
        U.S.C. (relating to bankruptcy);
            (2)  a comparable order or case under a successor statute
        of general application; or
            (3)  a comparable order or case under a State insolvency
        act.
        "Certificate of organization."  The certificate of
     organization referred to in section 8913 (relating to
     certificate of organization) and the certificate of organization
     as amended. The term includes any other statements or
     certificates permitted or required to be filed in the Department
     of State by sections 108 (relating to change in location or
     status of registered office provided by agent) and 138 (relating
     to statement of correction) or this part. If an amendment of the
     certificate of organization or a certificate of merger or
     division made in the manner permitted by this chapter restates
     the certificate of organization in its entirety or if there is a
     certificate of consolidation or domestication, thenceforth the
     certificate of organization shall not include any prior
     documents, and any certificate issued by the Department of State
     with respect thereto shall so state.
        "Court."  Subject to any inconsistent general rule prescribed
     by the Supreme Court of Pennsylvania:
            (1)  the court of common pleas of the judicial district
        embracing the county where the registered office of the
        limited liability company is or is to be located; or
            (2)  where a company results from a merger,
        consolidation, division or other transaction without
        establishing a registered office in this Commonwealth or
        withdraws as a foreign limited liability company, the court
        of common pleas in which venue would have been laid
        immediately prior to the transaction or withdrawal.
        "Department."  (Deleted by amendment).
        "Domestic restricted professional company" or "restricted
     professional company."  A limited liability company that renders
     one or more restricted professional services.
        "Entitled to vote."  Those persons entitled at the time to
     vote on the matter under the certificate of organization or
     operating agreement of the limited liability company or any
     applicable controlling provision of law.
        "Event of dissociation."  An event that causes a person to
     cease to be a member of a limited liability company. See section
     8971(a)(4) (relating to dissolution).
        "Foreign limited liability company."  An association
     organized under the laws of any jurisdiction other than this
     Commonwealth, whether or not required to register under
     Subchapter J (relating to foreign companies), which would be a
     limited liability company if organized under the laws of this
     Commonwealth.
        "Licensed person."  (Deleted by amendment).
        "Limited liability company," "domestic limited liability
     company" or "company."  An association that is a limited
     liability company organized and existing under this chapter.
        "Liquidating trustee."  A person appointed by the court to
     carry out the winding up of a limited liability company.
        "Manager."  A person selected under section 8941(b) (relating
     to management) to manage a limited liability company.
        "Member."  A person who has been admitted to membership in a
     limited liability company and who has not dissociated from the
     company.
        "Obligation."  Includes a note or other form of indebtedness,
     whether secured or unsecured.
        "Operating agreement."  Any rules or procedures adopted for
     the regulation and governance of the affairs of a limited
     liability company and the conduct of its business.
        "Professional company."  A limited liability company that
     renders one or more professional services.
        "Professional services."  (Deleted by amendment).
        "Qualified foreign limited liability company."  A foreign
     limited liability company that is registered under Subchapter J
     (relating to foreign companies) to do business in this
     Commonwealth.
        "Qualified foreign restricted professional company."  A
     qualified foreign limited liability company that renders one or
     more restricted professional services.
        "Real property."  Includes land, any interest, leasehold or
     estate in land and any improvements on it.
        "Registered office."  That office maintained by a domestic or
     foreign limited liability company in this Commonwealth as
     required by section 8906 (relating to registered office). See
     section 109 (relating to name of commercial registered office
     provider in lieu of registered address).
        "Relax."  When used with respect to a provision of the
     certificate of organization or operating agreement, means to
     provide lesser rights for an affected representative, manager or
     member.
        "Restricted professional services."  The following
     professional services: chiropractic, dentistry, law, medicine
     and surgery, optometry, osteopathic medicine and surgery,
     podiatric medicine, public accounting, psychology or veterinary
     medicine.
        "Unless otherwise provided."  When used to introduce or
     modify a rule, implies that the alternative provisions
     contemplated may either relax or restrict the stated rule.
        "Unless otherwise restricted."  When used to introduce or
     modify a rule, implies that the alternative provisions
     contemplated may further restrict but may not relax the stated
     rule.
        (b)  Index of other definitions.--Other definitions applying
     to this chapter and the sections in which they appear are:
        "Act" or "action."  Section 102.
        "Department."  Section 102.
        "Licensed person."  Section 102.
        "Professional services."  Section 102.
     (June 22, 2001, P.L.418, No.34, eff. 60 days)

        2001 Amendment.  Act 34 amended the section heading and the
     defs. of "limited liability company" and "operating agreement,"
     added subsecs. (a) heading and (b) and deleted the defs. of
     "department," "licensed person" and "professional services."
        Cross References.  Section 8903 is referred to in sections
     102, 8105, 8201, 8221, 9506 of this title.