For the purposes of this chapter, the term:
(1) “Certificate of organization” means the certificate required by § 29-802.01. The term “certificate of organization” shall include the certificate as amended or restated.
(2) “Contribution” means any benefit provided by a person to a limited liability company:
(A) To become a member upon formation of the company and in accordance with an agreement between or among the persons that have agreed to become the initial members of the company;
(B) To become a member after formation of the company and in accordance with an agreement between the person and the company; or
(C) In the person's capacity as a member and in accordance with the operating agreement or an agreement between the member and the company.
(3) “Distribution”, except as otherwise provided in § 29-804.05(g), means a transfer of money or other property from a limited liability company to another person on account of a transferable interest.
(4) “Effective”, with respect to a record required or permitted to be delivered to the Mayor for filing under this chapter, means effective under § 29-102.03.
(5) “Foreign limited liability company” means an unincorporated entity formed under the law of a jurisdiction other than the District and denominated by that law as a limited liability company.
(6) “Manager” means a person that under the operating agreement of a manager-managed limited liability company is responsible, alone or in concert with others, for performing the management functions stated in § 29-804.07(c).
(7) “Manager-managed limited liability company” means a limited liability company that qualifies under § 29-804.07(a).
(8) “Member” means a person that has become a member of a limited liability company under § 29-804.01 and has not dissociated under § 29-806.02.
(9) “Member-managed limited liability company” means a limited liability company that is not a manager-managed limited liability company.
(10) “Operating agreement” means the agreement, whether or not referred to as an operating agreement and whether oral, in a record, implied, or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning the matters described in § 29-801.07. The term includes the agreement as amended or restated.
(11) “Organizer” means a person that acts under § 29-802.01 to form a limited liability company.
(12) “Transferee” means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a member.
CREDIT(S)
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
Uniform Law:
This section is based on § 102 of the Uniform Limited Company Act (2006 Act). See Vol. 6B , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
