NY LLC L § 102 (2021)
2021 New York Laws LLC - Limited Liability Company Law Article 1 - Short Title and Definitions 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.