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This entry was published on 2023-12-29
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SECTION 102
Definitions
Limited Liability Company Law (LLC) CHAPTER 34, ARTICLE 1
§ 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 December 21, 2024

* (jj) "Initial report" shall mean the report required to be filed
pursuant to 31 C.F.R. § 1010.380, as amended.

* NB Effective December 21, 2024

* (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 December 21, 2024

* (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 December 21, 2024