2016 Idaho Statutes
Title 30 - CORPORATIONS
Chapter 6 - IDAHO UNIFORM LIMITED LIABILITY COMPANY ACT
Part 1 - GENERAL PROVISIONS
Section 30-6-102 - DEFINITIONS.

30-6-102. Definitions. In this chapter:

(1) "Allied professional services" means professional services which are so related in substance that they are frequently offered in conjunction with one another as parts of the same service package to the consumer.

(2) "Certificate of organization" means the certificate required by section 30-6-201, Idaho Code. The term includes the certificate as amended or restated.

(3) "Contribution" means any benefit provided by a person to a limited liability company:

(a) In order 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) In order 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.

(4) "Debtor in bankruptcy" means a person that is the subject of:

(a) An order for relief under Title 11 of the United States Code or a successor statute of general application; or

(b) A comparable order under federal, state or foreign law governing insolvency.

(5) "Designated office" means:

(a) The office that a limited liability company is required to designate and maintain under section 30-6-113, Idaho Code; or

(b) The principal office of a foreign limited liability company.

(6) "Distribution," except as otherwise provided in section 30-6-405(7), Idaho Code, means a transfer of money or other property from a limited liability company to another person on account of a transferable interest.

(7) "Effective," with respect to a record required or permitted to be delivered to the secretary of state for filing under this chapter, means effective under section 30-6-205(3), Idaho Code.

(8) "Foreign limited liability company" means an unincorporated entity formed under the law of a jurisdiction other than this state and denominated by that law as a limited liability company.

(9) "Limited liability company," except in the phrase "foreign limited liability company," means an entity formed under this chapter.

(10) "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 section 30-6-407(3), Idaho Code.

(11) "Manager-managed limited liability company" means a limited liability company that qualifies under section 30-6-407(1), Idaho Code.

(12) "Member" means a person that has become a member of a limited liability company under section 30-6-401, Idaho Code, and has not dissociated under section 30-6-602, Idaho Code.

(13) "Member-managed limited liability company" means a limited liability company that is not a manager-managed limited liability company.

(14) "Membership" or "membership interest" means, for purposes of a professional company formed under section 30-6-201A, Idaho Code, a member's transferable interest, together with the member's governance rights under part 4 of this chapter.

(15) "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 section 30-6-110(1), Idaho Code. The term includes the agreement as amended or restated.

(16) "Organizer" means a person that acts under section 30-6-201, Idaho Code, to form a limited liability company.

(17) "Person" means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.

(18) "Principal office" means the principal executive office of a limited liability company or foreign limited liability company, whether or not the office is located in this state.

(19) "Professional company" means a limited liability company organized under the provisions of this chapter for the sole and specific purpose of rendering professional services, allied professional services, and services ancillary to the professional services and which has as its members only: (a) natural persons who themselves are duly licensed or otherwise legally authorized to render one (1) or more of the same professional services as the professional company; and/or (b) professional corporations, partnerships or limited liability companies, all of whose shareholders, partners or members are duly licensed or otherwise legally authorized to render one (1) or more of the same professional services as the professional company.

(20) "Professional service" means any type of service to the public which can be rendered by a member of any profession within the purview of his profession. For the purpose of this chapter, the professions shall be held to include the practices of architecture, chiropractic, dentistry, engineering, landscape architecture, law, medicine, nursing, occupational therapy, optometry, physical therapy, podiatry, professional geology, psychology, certified or licensed public accountancy, social work, surveying and veterinary medicine, and no others.

(21) "Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

(22) "Registered agent" means an agent for service of process in this state in accordance with chapter 4, title 30, Idaho Code.

(23) "Sign" means, with the present intent to authenticate or adopt a record:

(a) To execute or adopt a tangible symbol; or

(b) To attach to or logically associate with the record an electronic symbol, sound or process.

(24) "State" means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands or any territory or insular possession subject to the jurisdiction of the United States.

(25) "Transfer" includes an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift and transfer by operation of law.

(26) "Transferable interest" means the right, as originally associated with a person's capacity as a member, to receive distributions from a limited liability company in accordance with the operating agreement, whether or not the person remains a member or continues to own any part of the right.

(27) "Transferee" means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a member.

History:

[30-6-102, added 2008, ch. 176, sec. 1, p. 480.]