N.Y. Limited Liability Company Law § 102: Definitions

§ 102. Definitions. (a) "Articles of organization" means the articles

of organization filed with the department of state for the purpose of

forming a limited liability company pursuant to section two hundred

three of this chapter, as amended or restated pursuant to section two

hundred eleven or section two hundred fourteen of this chapter.

(a-1) "Affidavit of publication" means the affidavit of the printer or

publisher of a newspaper in which a publication pursuant to sections two

hundred six, eight hundred two, one thousand two hundred three, and one

thousand three hundred six of this chapter has been made. The affidavit

of publication shall be in a form substantially as follows:

"Affidavit of Publication Under Section (specify applicable

section) of the Limited Liability Company Law

State of New York,

County of ________, ss.:

The undersigned is the printer (or publisher) of ______________ (name

of newspaper), a _________ (daily or weekly) newspaper published in

________________, New York. A notice regarding _______________ (name of

limited liability company) was published in said newspaper once in each

week for six successive weeks, commencing on __________ and ending on

________. The text of the notice as published in said newspaper is as

set forth below, or in the annexed exhibit. This newspaper has been

designated by the Clerk of ________ County for this purpose.

____________ (signature)

__________(printed name),

(jurat)"

The text of the notice set forth in or annexed to each affidavit of

publication shall: (i) include only the text of the published notice,

(ii) be free of extraneous marks, and (iii) if submitted in paper form,

be printed on paper of such size, weight and color, and in ink of such

color, and in such font, and be in such other qualities and form not

inconsistent with any other provision of law as, in the judgment of the

secretary of state, will not impair the ability of the department of

state to include a legible and permanent copy thereof in its official

records. Nothing in this subdivision shall be construed as requiring the

department of state to accept for filing a document submitted in

electronic form.

(b) "Authorized foreign limited liability company" means a foreign

limited liability company authorized to do business in this state

pursuant to article eight of this chapter.

(c) "Authorized person" means a person, whether or not a member, who

is authorized by the operating agreement, or otherwise, to act on behalf

of a limited liability company or foreign limited liability company.

(d) "Bankruptcy" means bankruptcy under the United States Bankruptcy

Code, as amended, or insolvency under any state insolvency act.

(e) "Business" means every trade, occupation, profession or commercial

activity.

(e-1) "Certificate of publication" means a certificate presented on

behalf of the applicable limited liability company to the department of

state together with the affidavits of publication pursuant to section

two hundred six, eight hundred two, one thousand two hundred three, or

one thousand three hundred six of this chapter. The certificate of

publication shall be in a form substantially as follows:

"Certificate of Publication of ______ (name of limited liability

company) Under Section ______ (specify applicable section) of the

Limited Liability Company Law

The undersigned is the _________ (title) of ___________ (name of

limited liability company). The published notices described in the

annexed affidavits of publication contain all of the information

required by the above-mentioned section of the Limited Liability Company

Law. The newspapers described in such affidavits of publication satisfy

the requirements set forth in the Limited Liability Company Law and the

designation made by the county clerk. I certify the foregoing statements

to be true under penalties of perjury.

Date

Signature

Printed Name"

(f) "Contribution" means any cash, property, services rendered, or a

promissory note or other binding obligation to contribute cash or

property or to render services that a member contributes to a limited

liability company in his or her capacity as a member.

(g) "Corporation" means a corporation formed under the laws of this

state or a foreign corporation as defined in subdivision (j) of this

section.

(h) "Court" means every court and judge of competent jurisdiction with

respect to a particular matter, action or case.

(i) "Distribution" means the transfer of property by a limited

liability company to one or more of its members in his or her capacity

as a member.

(j) "Foreign corporation" means a corporation formed under the laws of

any jurisdiction, including any foreign country, other than the laws of

this state.

(k) "Foreign limited liability company" means an unincorporated

organization formed under the laws of any jurisdiction, including any

foreign country, other than the laws of this state (i) that is not

authorized to do business in this state under any other law of this

state and (ii) of which some or all of the persons who are entitled (A)

to receive a distribution of the assets thereof upon the dissolution of

the organization or otherwise or (B) to exercise voting rights with

respect to an interest in the organization have, or are entitled or

authorized to have, under the laws of such other jurisdiction, limited

liability for the contractual obligations or other liabilities of the

organization.

(l) "Foreign limited partnership" means a partnership that is formed

under the laws of any jurisdiction, including any foreign country, other

than the laws of this state and that has as partners one or more general

partners and one or more limited partners.

(m) "Limited liability company" and "domestic limited liability

company" mean, unless the context otherwise requires, an unincorporated

organization of one or more persons having limited liability for the

contractual obligations and other liabilities of the business (except as

authorized or provided in section six hundred nine or twelve hundred

five of this chapter), other than a partnership or trust, formed and

existing under this chapter and the laws of this state.

(n) "Limited partnership" means a limited partnership formed under the

laws of this state or a foreign limited partnership as defined in

subdivision (l) of this section.

(o) "Majority in interest of the members" means, unless otherwise

provided in the operating agreement, the members whose aggregate share

of the current profits of the limited liability company constitutes more

than one-half of the aggregate of such shares of all members.

(p) "Manager" means, subject to section four hundred one of this

chapter, a person designated by the members to manage the limited

liability company as provided in the operating agreement.

(q) "Member" means a person who has been admitted as a member of a

limited liability company in accordance with the terms and provisions of

this chapter and the operating agreement and has a membership interest

in a limited liability company with the rights, obligations, preferences

and limitations specified under this chapter and the operating

agreement.

(r) "Membership interest" means a member's aggregate rights in a

limited liability company, including, without limitation: (i) the

member's right to a share of the profits and losses of the limited

liability company; (ii) the member's right to receive distributions from

the limited liability company; and (iii) the member's right to vote and

participate in the management of the limited liability company.

(s) "Office of the limited liability company" means the office of the

limited liability company, the location of which is stated in the

articles of organization of a domestic limited liability company, or in

the application for authority of a foreign limited liability company.

Such office need not be a place where business activities are conducted

by such limited liability company.

(t) "One-third in interest of the members" means, unless otherwise

provided in the operating agreement, the members whose aggregate share

of the current profits of the limited liability company constitutes

one-third of the aggregate of such shares of all members.

(u) "Operating agreement" means any written agreement of the members

concerning the business of a limited liability company and the conduct

of its affairs and complying with section four hundred seventeen of this

chapter.

(v) "Other business entity" means any person other than a natural

person or domestic limited liability company.

(w) "Person" means any association, corporation, joint stock company,

estate, general partnership (including any registered limited liability

partnership or foreign limited liability partnership), limited

association, limited liability company (including a professional service

limited liability company), foreign limited liability company (including

a foreign professional service limited liability company), joint

venture, limited partnership, natural person, real estate investment

trust, business trust or other trust, custodian, nominee or any other

individual or entity in its own or any representative capacity.

(x) "Process" means judicial process and all orders, demands, notices

or other papers required or permitted by law to be personally served on

a limited liability company or foreign limited liability company, for

the purpose of acquiring jurisdiction of such limited liability company

in any action or proceeding, civil or criminal, whether judicial,

administrative, arbitrative or otherwise, in this state or in the

federal courts sitting in or for this state.

(y) "State" means a state, territory or possession of the United

States, the District of Columbia or the Commonwealth of Puerto Rico.

(z) "Two-thirds in interest of the members" means, unless otherwise

provided in the operating agreement, the members whose aggregate share

of the current profits of the limited liability company constitutes

two-thirds of the aggregate of such shares of all members.

(aa) "Foreign related limited liability partnership" has the meaning

given to it in section two of the partnership law.

(bb) "Profession" has the meaning given to it in subdivision (b) of

section twelve hundred one of this chapter.

(cc) "Registered limited liability partnership" has the meaning given

to it in section two of the partnership law.

(dd) "Foreign limited liability partnership" has the meaning given to

it in section two of the partnership law.

(ee) "Professional service limited liability company" has the meaning

given to it in subdivision (f) of section twelve hundred one of this

chapter.

(ff) "Foreign professional service limited liability company" has the

meaning given to it in subdivision (a) of section thirteen hundred one

of this chapter.

(gg) "Professional service corporation" has the meaning given to it in

subdivision (e) of section twelve hundred one of this chapter.

(hh) "Foreign professional service corporation" has the meaning given

to it in subdivision (d) of section fifteen hundred twenty-five of the

business corporation law.