29-601. Definitions

(Rpld. 9/1/20)

In this chapter, unless the context otherwise requires:

1. " Articles of organization" means the initial articles of organization as amended or restated from time to time.

2. " Assignee" means any person who acquires in any manner the ownership of an interest in a limited liability company and who has not been admitted as a member.

3. " Capital contribution" means cash, other property, the use of property, services rendered or any other valuable consideration transferred to a limited liability company as consideration for issuing an interest in a limited liability company.

4. " Commission" means the corporation commission.

5. " Court" includes any court and judge with jurisdiction in the case.

6. " Deliver" includes sending by mail, private courier, fax or electronic transmission.

7. " Delivery" means actual receipt by the person to which directed and for electronic transmissions means receipt as described in section 44-7015, subsection B.

8. " Domestic limited liability company" or " limited liability company" means a limited liability company organized and existing under this chapter.

9. " Electronic transmission" means an electronic record as defined in section 44-7002 that is sent pursuant to section 44-7015, subsection A.

10. " Event of withdrawal" means an event that causes a person to cease to be a member as provided in section 29-733.

11. " Executed" means executed by manual or facsimile signature on behalf of the limited liability company by a duly authorized member if management of the limited liability company is reserved to the members or manager if management of the limited liability company is vested in a manager, or if the limited liability company is in the hands of a receiver or trustee, by the receiver or trustee.

12. " Filing" means the commission completing the following procedure with respect to any document delivered for that purpose:

(a) Determining that the filing fee requirements of this chapter have been satisfied.

(b) Determining that the document appears in all respects to conform to the requirements of this chapter.

(c) On making the determinations required by this paragraph, endorsement of the word " filed" with the applicable date on or attached to the document and the return of notice of the filing to the person who delivered the document or the person's representative.

13. " Foreign limited liability company" means either:

(a) An unincorporated entity or association that is owned by one or more persons that have limited liability for the debts of the business, other than a partnership or trust, and that is formed under the laws of a jurisdiction other than this state for any lawful purpose, including the rendering of professional services as defined in that jurisdiction.

(b) An entity or unincorporated association that is formed under the laws of a jurisdiction other than this state for any lawful purpose, including the rendering of professional services as defined in that jurisdiction, and that is characterized as a limited liability company by those laws.

14. " Initial articles of organization" means the articles of organization filed with the commission at the time a limited liability company is formed, including articles of organization that are corrected to conform to the filing provisions of this chapter pursuant to section 29-634, subsection C, paragraph 2.

15. " Member" means a person who is admitted as a member in a limited liability company pursuant to this chapter until an event of withdrawal occurs with respect to the person and, if reference is made to members, that reference means a member in the case of a limited liability company that has a single member. A member includes a noneconomic member of a limited liability company who:

(a) Does not own a member's interest in the company.

(b) Does not have an obligation to contribute capital to the company.

(c) Does not have a right to participate in or receive distributions of profits of the company or an obligation to contribute to the losses of the company.

(d) May have voting rights and other rights and privileges as prescribed by the articles of organization or operating agreement.

16. " Member's interest" , " interest in a limited liability company" or " interest in the limited liability company" means a member's share of the profits and losses of a limited liability company and the right to receive distributions of limited liability company assets.

17. " Operating agreement" means either:

(a) Any written or oral agreements among all members concerning the affairs of a limited liability company or the conduct of its business.

(b) In the case of a limited liability company that has a single member, any written or oral statement of the member made in good faith purporting to govern the affairs of a limited liability company or the conduct of its business as of the effective time of the statement.

18. " Person" includes any individual, general partnership, limited partnership, domestic or foreign limited liability company, corporation, trust, business trust, real estate investment trust, estate and other association.

19. " Real property" includes land, any interest, leasehold or estate in land and any improvements on it.

20. " State" means a state, possession or territory of the United States, the District of Columbia or the Commonwealth of Puerto Rico.