4-37-102. Definitions.

4-37-102. Definitions. In this chapter: (1) “Acquired entity” means the entity, all of one or more classes or series of interests of which are acquired in an interest exchange. (2) “Acquiring entity” means the entity that acquires all of one or more classes or series of interests of the acquired entity in an interest exchange. (3) “Asset” means property: (A) in which a series limited liability company or protected series has rights; or (B) as to which the company or protected series has the power to transfer rights. (4) “Associated asset” means an asset that meets the requirements of § 4-37-301. (5) “Associated member” means a member that meets the requirements of § 4-37-302. (6) “Converted entity” means the converting entity as it continues in existence after a conversion. (7) “Converting entity” means the domestic entity that approves a plan of conversion pursuant to § 4-37-601 et seq., or the foreign entity that approves a conversion pursuant to the law of its jurisdiction of formation. (8) “Foreign limited liability company” means an organization that is: (A) an unincorporated association; (B) organized under laws of a state other than the laws of this state, or under the laws of any foreign country; (C) organized under a statute pursuant to which an association may be formed that affords to each of its members limited liability with respect to the liabilities of the entity; and (D) not required to be registered or organized under any statute of this state other than the Small Business Entity Tax Pass Through Act, § 4-32-101 et seq. (9) “Foreign protected series” means an arrangement, configuration, or other structure established by a foreign limited liability company which has attributes comparable to a protected series established under this chapter. The term applies whether or not the law under which the foreign company is organized refers to “protected series”. (10) “Foreign series limited liability company” means a foreign limited liability company that has at least one foreign protected series. (11) “Jurisdiction of formation” means the jurisdiction whose law governs the internal affairs of an entity. (12) “Limited liability company” means an organization formed under the Small Business Entity Tax Pass Through Act, § 4-32-101 et seq. (13) “Manager” or “managers” means, with respect to a limited liability company that has set forth in its articles of organization that it is to be managed by managers, the person or persons designated in accordance with § 4-32-401. (14) “Member” or “members” means a person or persons who have been admitted to membership in a limited liability company as provided in § 4-32-801 and who have not ceased to be members as provided in § 4-32-802. (15) “Non-associated asset” means: (A) an asset of a series limited liability company which is not an associated asset of the company; or (B) an asset of a protected series of the company which is not an associated asset of the protected series. (16) “Operating agreement” means the written agreement which shall be entered into among all of the members as to the conduct of the business and affairs of a limited liability company. (17)(A) “Person” means an individual, a general partnership, a limited partnership, a domestic or foreign limited liability company, a trust, an estate, an association, a corporation, a custodian, a nominee and other individual entity in its own or representative capacity, or any other legal entity. (B) “Person” includes a protected series. (18) “Property” means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein. (19) “Protected series”, except in the phrase “foreign protected series”, means a protected series established under § 4-37-201. (20) “Protected-series manager” means a person under whose authority the powers of a protected series are exercised and under whose direction the activities and affairs of the protected series are managed under the operating agreement, this chapter, and the Small Business Entity Tax Pass Through Act, § 4-32-101 et seq. (21) “Protected-series transferable interest” means a right to receive a distribution from a protected series. (22) “Protected-series transferee” means a person to which all or part of a protected series transferable interest of a protected series of a series limited liability company has been transferred, other than the company. The term includes a person that owns a protected-series transferable interest as a result of ceasing to be an associated member of a protected series. (23) “Record”, used as a noun, 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. (24) “Series limited liability company”, except in the phrase “foreign series limited liability company”, means a limited liability company that has at least one protected series. (25) “Sign” means, with present intent to authenticate or adopt a record: (A) to execute or adopt a tangible symbol; or (B) to attach to or logically associate with the record an electronic symbol, sound, or process. (26) “State” means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico. (27) “Transfer” includes: (A) an assignment; (B) a conveyance; (C) a sale; (D) a lease; (E) an encumbrance, including a mortgage or security interest; (F) a gift; and (G) a transfer by operation of law. (28) “Transferable interest” means the right, as initially owned by a person in the person's capacity as a member, to receive distributions from a limited liability company, whether or not the person remains a member or continues to own any part of the right. The term applies to any fraction of the interest, by whomever owned. (29) “Transferee” means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a member.