10A-5A-1.02. Definitions.
As used in this chapter, unless the context otherwise requires, the following terms mean:
(a) CERTIFICATE OF FORMATION, with respect to a limited liability company, means the certificate provided for by Section 10A-5A-2.01, and the certificate as amended or restated.
(b) CONSTITUENT LIMITED LIABILITY COMPANY means a constituent organization that is a limited liability company.
(c) CONSTITUENT ORGANIZATION means an organization that is party to a merger under Article 10.
(d) CONVERTED ORGANIZATION means the organization into which a converting organization converts pursuant to Article 10.
(e) CONVERTING LIMITED LIABILITY COMPANY means a converting organization that is a limited liability company.
(f) CONVERTING ORGANIZATION means an organization that converts into another organization pursuant to Article 10.
(g) DISQUALIFIED PERSON means any person who is not a qualified person.
(h) DISTRIBUTION except as otherwise provided in Section 10A-5A-4.06(e), means a transfer of money or other property from a limited liability company, or series thereof, to another person on account of a transferable interest.
(i) FOREIGN LIMITED LIABILITY COMPANY means a limited liability company governed by the laws of a jurisdiction other than this state which would be a limited liability company if governed by the laws of this state.
(j) GOVERNING STATUTE means the statute that governs an organization’s internal affairs.
(k) LIMITED LIABILITY COMPANY, except in the phrase “foreign limited liability company,” means an entity formed or existing under this chapter.
(l) LIMITED LIABILITY COMPANY AGREEMENT means any agreement (whether referred to as a limited liability company agreement, operating agreement or otherwise), written, oral or implied, of the member or members as to the activities and affairs of a limited liability company or series thereof. The limited liability company agreement of a limited liability company having only one member shall not be unenforceable by reason of there being only one person who is a party to the limited liability company agreement. The limited liability company agreement includes any amendments to the limited liability company agreement.
(m) MEMBER means a person admitted under Section 10A-5A-4.01 and not dissociated under Section 10A-5A-6.02.
(n) ORGANIZATION means a general partnership, including a limited liability partnership; limited partnership, including a limited liability limited partnership; limited liability company; business trust; corporation; nonprofit corporation; professional corporation; or any other person having a governing statute. The term includes domestic and foreign organizations whether or not organized for profit.
(o) ORGANIZATIONAL DOCUMENTS means:
(1) for a general partnership or foreign general partnership, its partnership agreement and if applicable, its registration as a limited liability partnership or a foreign limited liability partnership;
(2) for a limited partnership or foreign limited partnership, its certificate of formation and partnership agreement, or comparable writings as provided in its governing statute;
(3) for a limited liability company or foreign limited liability company, its certificate of formation and limited liability company agreement, or comparable writings as provided in its governing statute;
(4) for a business or statutory trust or foreign business or statutory trust its agreement of trust and declaration of trust, or comparable writings as provided in its governing statute;
(5) for a corporation for profit or foreign corporation for profit, its certificate of formation, bylaws, and other agreements among its shareholders that are authorized by its governing statute, or comparable writings as provided in its governing statute;
(6) for a nonprofit corporation or foreign nonprofit corporation, its certificate of formation, bylaws, and other agreements that are authorized by its governing statute, or comparable writings as provided in its governing statute;
(7) for a professional corporation or foreign professional corporation, its certificate of formation, bylaws, and other agreements among its shareholders that are authorized by its governing statute, or comparable writings as provided in its governing statute; and
(8) for any other organization, the basic writings that create the organization and determine its internal governance and the relations among the persons that own it, have an interest in it, or are members of it.
(p) PLAN OF MERGER. Except as set forth in Section 10A-5A-10.05(e), a plan of merger, whether referred to as a plan of merger, an agreement of merger, a merger agreement, a plan and agreement of merger, an agreement and plan of merger, or otherwise, means a writing described in Section 10A-5A-10.05 and includes any agreement, instrument, or other document referenced therein or associated therewith that sets forth the terms and conditions of the merger.
(q) QUALIFIED PERSON, with respect to a limited liability company rendering professional services in this state, means a person authorized by this state or a regulatory authority of this state to own a transferable interest in that limited liability company.
(r) SURVIVING ORGANIZATION means an organization into which one or more other organizations are merged under Article 10, whether the organization pre-existed the merger or was created pursuant to the merger.
(s) TRANSFER means an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, or transfer by operation of law.
(t) TRANSFEREE means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a member.
(u) TRANSFERABLE INTEREST means a member’s right to receive distributions from a limited liability company or a series thereof.
(Act 2014-144, p. 265, §1; Act 2018-125, §6; Act 2021-299, §5; Act 2025-281, §5.)
