2005 Idaho Code - 53-601 — DEFINITIONS

                                  TITLE  53
                                 PARTNERSHIP
                                  CHAPTER 6
                     IDAHO LIMITED LIABILITY COMPANY ACT
    53-601.  DEFINITIONS. As used in this chapter, unless the context
otherwise requires:
    (1)  "Articles of organization" mean articles filed under section 53-607,
Idaho Code, and those articles as amended or restated.
    (2)  "Corporation" means a corporation formed under the laws of any state
or foreign country.
    (3)  "Court" includes every court having jurisdiction in the case.
    (4)  "Event of dissociation" means an event that causes a person to cease
to be a member as provided in section 53-641, Idaho Code.
    (5)  "Foreign limited liability company" means an organization that is:
    (a)  An unincorporated association;
    (b)  Organized under laws of a state other than the laws of this state, or
    under the laws of any foreign country;
    (c)  Organized under a statute pursuant to which an association may be
    formed that affords to each of its members limited liability with respect
    to the liabilities of the entity; and
    (d)  Not required to be registered or organized under any statute of this
    state other than the provisions of this chapter.
    (6)  "Limited liability company" or "domestic limited liability company"
means an organization formed under the provisions of this chapter.
    (7)  "Limited liability company interest" or "interest in the limited
liability company" means the interest that can be assigned under section
53-636, Idaho Code, and charged under section 53-637, Idaho Code.
    (8)  "Limited partnership" means a limited partnership formed under the
laws of any state or foreign country.
    (9)  "Manager" means, with respect to a limited liability company that has
set forth in its articles of organization that it is to be managed by
managers, the person or persons designated in accordance with section 53-621,
Idaho Code.
    (10)  "Member" means a person or persons who have been admitted to
membership in a limited liability company as provided in section 53-640, Idaho
Code, and who have not ceased to be members as provided in section 53-641,
Idaho Code.
    (11)  "Operating agreement" means any agreement, written or oral, among
all of the members as to the conduct of the business and affairs of a limited
liability company.
    (12)  "Person" means an individual, a general partnership, a limited
partnership, a domestic or foreign limited liability company, a trust, an
estate, an association, a corporation or any other legal entity.
    (13)  "State" means a state, territory or possession of the United States,
the District of Columbia or the Commonwealth of Puerto Rico.