New York Consolidated Laws, Limited Liability Company Law - LLC § 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 .





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