§ 48-2c-102. Definitions.

     As used in this chapter:

(1) "Bankruptcy" includes bankruptcy under federal bankruptcy law or under Utah insolvency law.

(2) "Business" includes a lawful trade, occupation, profession, business, investment, or other purpose or activity, whether or not that trade, occupation, profession, business, investment, purpose, or activity is carried on for profit.

(3) "Capital account," unless otherwise provided in the operating agreement, means the account, as adjusted from time to time, maintained by the company for each member to reflect:

(a) the value of all contributions by that member;

(b) the amount of all distributions to that member or the member's assignee;

(c) the member's share of profits, gains, and losses of the company; and

(d) the member's share of the net assets of the company upon dissolution and winding up that are distributable to the member or the member's assignee.

(4) "Company," "limited liability company," or "domestic company" means a person organized as a:

(a) limited liability company under or subject to this chapter; or

(b) a low-profit limited liability company under or subject to this chapter.

(5)

(a) "Distribution" means a direct or indirect transfer by a company of money or other property, except:

(i) an interest in the company; or

(ii) incurrence of indebtedness by a company, to or for the benefit of members in the company in respect of any interest in the company.

(b) "Distribution" does not include amounts constituting:

(i) reasonable compensation for present or past services; or

(ii) reasonable payments made in the ordinary course of business pursuant to a bona fide retirement plan or other benefits program.

(6) "Division" means the Division of Corporations and Commercial Code of the Utah Department of Commerce.

(7) "Entity" includes:

(a) a domestic or foreign corporation;

(b) a domestic or foreign nonprofit corporation;

(c) a company or foreign company;

(d) a profit or nonprofit unincorporated association;

(e) a business trust;

(f) an estate;

(g) a general partnership or a domestic or foreign limited partnership;

(h) a trust;

(i) a state;

(j) the United States; or

(k) a foreign government.

(8)

(a) "Filed with the division" means that a statement, document, or report:

(i) complies with the requirements of Section 48-2c-207; and

(ii) is accepted for filing by the division.

(b) "Filed with the division" includes filing by electronic means approved by the division.

(9) "Foreign company" means a person organized as a:

(a) limited liability company under a law other than the laws of this state; or

(b) low-profit limited liability company under a law other than the laws of this state.

(10) "Interest in the company" means a member's economic rights in a company including the right to receive:

(a) a distribution from the company; and

(b) a portion of the net assets of the company upon dissolution and winding up of the company.

(11) "Low-profit limited liability company" means a company meeting the requirements of Section 48-2c-412.

(12) "Manager" means a person elected or otherwise designated by the members to manage a manager-managed company pursuant to Part 8, Management.

(13) "Manager-managed company" means a company whose management is vested in managers pursuant to Part 8, Management.

(14) "Member" means a person with:

(a) an ownership interest in a company; and

(b) the rights and obligations specified under this chapter.

(15) "Member-managed company" means a company whose management is vested in its members pursuant to Part 8, Management.

(16)

(a) "Operating agreement" means a written agreement of the members:

(i) concerning the business or purpose of the company and the conduct of its affairs; and

(ii) which complies with Part 5, Operating Agreements.

(b) "Operating agreement" includes a written amendment agreed to by all members or other writing adopted in any other manner as may be provided in the operating agreement.

(17) "Person" means an individual or entity.

(18) "Proceeding" means an administrative, judicial or other trial, hearing, or other action, whether civil, criminal, or investigative, the result of which may be that a court, arbitrator, or governmental agency may enter a judgment, order, decree, or other determination which, if not appealed or reversed, would be binding upon any person subject to the jurisdiction of that court, arbitrator, or governmental agency.

(19) "Professional services" is as defined in Part 15, Professions.

(20) "Profits interest" means that portion of the company's profits to be allocated to an individual member upon an allocation of profits.

(21) "Profits interests" or "interests in profits" with respect to a company means the total interests of all of the company's members in the company's profits.

(22) "Signed," "signs," or "signature" means:

(a) a manual signature or authorized facsimile of the signature; or

(b) an electronic signature approved by the division.

(23) "State" means:

(a) a state, territory, or possession of the United States;

(b) the District of Columbia; or

(c) the Commonwealth of Puerto Rico.

(24) "Tribal limited liability company" means a limited liability company:

(a) formed under the law of a tribe; and

(b) that is at least 51% owned or controlled by the tribe.

(25) "Tribe" means a tribe, band, nation, pueblo, or other organized group or community of Indians, including an Alaska Native village, that is legally recognized as eligible for and is consistent with a special program, service, or entitlement provided by the United States to Indians because of their status as Indians.

Amended by Chapter 141, 2009 General Session