Last updated July 29, 2021
“Certificate of formation” means the certificate required by section 18 of this act. The term includes the certificate as amended or restated.
“Contribution” means any benefit provided by a person to a limited liability company:
(1) in order to become a member upon formation of the company and in accordance with an agreement between or among the persons who have agreed to become the initial members of the company;
(2) in order to become a member after formation of the company and in accordance with an agreement between the person and the company; or
(3) in the person’s capacity as a member and in accordance with the operating agreement or an agreement between the member and the company.
“Debtor in bankruptcy” means a person who is the subject of:
(1) an order for relief under Title 11 of the United States Code or a successor statute of general application; or
(2) a comparable order under federal, state, or foreign law governing insolvency.
“Distribution” except as otherwise provided in subsection g. of section 35 of this act, means a transfer of money or other property from a limited liability company to another person on account of a transferable interest.
“Effective” with respect to a record required or permitted to be delivered to the filing office for filing under this act, means effective under subsection c. of section 22 of this act.
“Filing office” means the Division of Revenue in the Department of the Treasury, or such other State office designated as such by law.
“Foreign limited liability company” means an unincorporated entity formed under the law of a jurisdiction other than this State and denominated by that law as a limited liability company.
“Limited liability company” except in the phrase “foreign limited liability company,” means an entity formed under this act.
“Manager” means a person that under the operating agreement of a manager-managed limited liability company is responsible, alone or in concert with others, for performing the management functions stated in subsection c. of section 37 of this act.
“Manager-managed limited liability company” means a limited liability company that qualifies under subsection a. of section 37 of this act.
“Member” means a person that has become a member of a limited liability company pursuant to section 31 of this act and has not dissociated pursuant to section 46 of this act.
“Member-managed limited liability company” means a limited liability company that is not a manager-managed limited liability company.
“Operating agreement” means the agreement, whether or not referred to as an operating agreement and whether oral, in a record, implied, or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning the matters described in subsection a. of section 11 of this act. The term includes the agreement as amended or restated.
“Organizer” means a person that acts to form a limited liability company pursuant to section 18 of this act.
“Person” means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.
“Principal office” means the principal executive office of a limited liability company or foreign limited liability company, whether or not the office is located in this State.
“Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.
“Registered office” means:
(1) the office that a limited liability company is required to designate and maintain pursuant to section 14 of this act; or
(2) the principal office of a foreign limited liability company.
“Sign” means, with the present intent to authenticate or adopt a record:
(1) to execute or adopt a tangible symbol; or
(2) to attach to or logically associate with the record an electronic symbol, sound, or process.
“State” means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.
“Terminated” means, with respect to a limited liability company, that such company has been dissolved, that all of its affairs have been wound up, and that all of its assets have been either applied to discharge its obligations to creditors, including members that are creditors, or distributed to its members.
“Transfer” includes an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, and transfer by operation of law.
“Transferable interest” means the right, as originally associated with a person’s capacity as a member, to receive distributions from a limited liability company in accordance with the operating agreement, whether or not the person remains a member or continues to own any part of the right.
“Transferee” means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a member.
L.2012, c.50, s.2.