2023 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.
* (ii) "Beneficial owner" shall have the same meaning as defined in 31
U.S.C.  §  5336(a)(3),  as  amended,  and  any  regulations  promulgated
thereunder.
* NB Effective and Repealed January 1, 2026
* (jj) "Initial report" shall mean the report  required  to  be  filed
pursuant to 31 C.F.R. § 1010.380, as amended.
* NB Effective and Repealed January 1, 2026
* (kk)  "Reporting  company" shall have the same meaning as defined in
31 U.S.C. § 5336(a)(11)(A), as amended, and any regulations  promulgated
thereunder,  but  shall  only  include  limited  liability companies and
foreign limited liability companies.
* NB Effective and Repealed January 1, 2026
* (ll) "Exempt company" shall mean  a  limited  liability  company  or
foreign  limited  liability company not otherwise defined as a reporting
company that meets a condition for exemption enumerated in 31  U.S.C.  §
5336(a)(11)(B).
* NB Effective and Repealed January 1, 2026