2006 New Mexico Statutes - Section 53-19-2 — Definitions.

53-19-2. Definitions.

As used in the Limited Liability Company Act [Chapter 53, Article 19 NMSA 1978]:   

A.     "articles of organization" means the original or restated articles filed pursuant to the Limited Liability Company Act and any amendments to those articles, including articles of merger or consolidation;   

B.     "corporation" means an organization incorporated under the laws of New Mexico or a foreign corporation;   

C.     "commission" means the public regulation commission or its designee;   

D.     "court" means a court having jurisdiction in the case;   

E.     "event of dissociation" means an event that causes a person to cease to be a member of a limited liability company;   

F.     "foreign corporation" means a corporation that is organized under the laws of another state or a foreign country;   

G.     "foreign limited liability company" means a person that is:   

(1)     an unincorporated association;   

(2)     organized under the laws of another state or foreign country;   

(3)     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 person; and   

(4)     is not required to be registered or organized under the laws of New Mexico other than the Limited Liability Company Act;   

H.     "foreign limited partnership" means a limited partnership formed under the laws of another state or a foreign country;   

I.     "limited liability company" or "domestic limited liability company" means an organization formed pursuant to the provisions of the Limited Liability Company Act [Chapter 53, Article 19 NMSA 1978];   

J.     "limited liability company interest" means a member's or assignee's right to receive distributions and a return of capital from the limited liability company. A member's or assignee's limited liability company interest does not include rights the member or assignee has on account of other matters, such as a right to receive accrued salary for services the member or assignee rendered to, repayment of a loan the member or assignee made to or indemnification by the limited liability company;   

K.     "limited partnership" means a limited partnership under the laws of New Mexico or a foreign limited partnership;   

L.     "manager" means, with respect to a limited liability company that has included a statement in its articles of organization that it is to be managed by a manager, the person designated as manager in accordance with the articles of organization or an operating agreement;   

M.     "member" means a person who has been admitted to membership in a limited liability company and who has not dissociated from that company;   

N.     "membership interest" or "interest" means a member's limited liability company interest and his rights to participate in management and control of the limited liability company;   

O.     "operating agreement" means a written agreement providing for the conduct of the business and affairs of a limited liability company and that agreement as amended in writing;   

P.     "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; and   

Q.     "state" means a state, territory or possession of the United States, the District of Columbia or the commonwealth of Puerto Rico.