§ 1-5 — Definitions

As used in this Act, unless the context otherwise requires: "Anniversary" means that day every year exactly one or more years after: (i) the date the articles of organization filed under Section 5-5 of this Act were filed by the Office of the Secretary of State, in the case of a limited liability company; or (ii) the date the application for admission to transact business filed under Section 45-5 of this Act was filed by the Office of the Secretary of State, in the case of a foreign limited liability company. "Anniversary month" means the month in which the anniversary of the limited liability company occurs. "Articles of organization" means the articles of organization filed by the Secretary of State for the purpose of forming a limited liability company as specified in Article 5 and all amendments thereto, whether evidenced by articles of amendment, articles of merger, or a statement of correction affecting the articles. "Assumed limited liability company name" means any limited liability company name other than the true limited liability company name, except that the identification by a limited liability company of its business with a trademark or service mark of which it is the owner or licensed user shall not constitute the use of an assumed name under this Act. "Bankruptcy" means bankruptcy under the Federal Bankruptcy Code of 1978, Title 11, Chapter 7 of the United States Code, as amended from time to time, or any successor statute. "Business" includes every trade, occupation, profession, and other lawful purpose, whether or not carried on for profit. "Company" means a limited liability company. "Contribution" means any cash, property, services rendered, or other benefit, or a promissory note or other binding obligation to contribute cash or property, perform services, or provide any other benefit, that a person contributes to the limited liability company in that person's capacity as a member or in order to become a member. "Court" includes every court and judge having jurisdiction in a case. "Debtor in bankruptcy" means a person who is the subject of an order for relief under Title 11 of the United States Code, a comparable order under a successor statute of general application, or a comparable order under federal, state, or foreign law governing insolvency. "Distribution" means a transfer of money, property, or other benefit from a limited liability company to a member in the member's capacity as a member or to a transferee of the member's distributional interest. "Distributional interest" means a member's right to receive distributions of the limited liability company's assets, but no other rights or interests of a member. "Entity" means a person other than an individual. "Foreign limited liability company" means an unincorporated entity organized under laws other than the laws of this State that afford limited liability to its owners comparable to the liability under Section 10-10 and is not required to register to transact business under any law of this State other than this Act. "Insolvent" means that a limited liability company is unable to pay its debts as they become due in the usual course of its business. "Legal representative" means, without limitation, an executor, administrator, guardian, personal representative and agent, including an appointee under a power of attorney. "Limited liability company" means a limited liability company organized under this Act. "L3C" or "low-profit limited liability company" means a for-profit limited liability company which satisfies the requirements of Section 1-26 of this Act and does not have as a significant purpose the production of income or the appreciation of property. "Manager" means a person, whether or not a member of a manager-managed company, who is vested with authority in an operating agreement as provided in Section 15-1. "Manager-managed company" means a limited liability company that vests authority in a manager or managers in an operating agreement as provided in Section 15-1. "Member" means a person who becomes a member of the limited liability company upon formation of the company or in the manner and at the time provided in the operating agreement or, if the operating agreement does not so provide, in the manner and at the time provided in this Act. "Member-managed company" means a limited liability company other than a manager-managed company. "Operating agreement" means the agreement under Section 15-5, whether or not referred to as an operating agreement and whether oral, in a record, implied, or in any combination thereof, of all of the members of a limited liability company, including a sole member, concerning the relations among the members, managers, and limited liability company. The term "operating agreement" includes amendments to the agreement. "Organizer" means one of the signers of the original articles of organization. "Person" means an individual, partnership, domestic or foreign limited partnership, limited liability company or foreign limited liability company, trust, estate, association, corporation, governmental body, or other juridical being. "Professional limited liability company" means a limited liability company that provides professional services licensed by the Department of Financial and Professional Regulation and that is organized under the Professional Limited Liability Company Act and this Act. "Record" 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. "Registered office" means that office maintained by the limited liability company in this State, the address, including street, number, city and county, of which is on file in the office of the Secretary of State, at which, any process, notice, or demand required or permitted by law may be served upon the registered agent of the limited liability company. "Registered agent" means a person who is an agent for service of process on the limited liability company who is appointed by the limited liability company and whose address is the registered office of the limited liability company. "Restated articles of organization" means the articles of organization restated as provided in Section 5-30. "Sign" means, with the present intent to authenticate or adopt a record: (1) to execute or adopt a tangible symbol; or (2) to attach to or logically associate with the record an electronic symbol, sound, or process. "State" means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico. "Transfer" includes an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, and gift.

Legislative History

(Source: P.A. 100-894, eff. 8-14-18; 101-553, eff. 1-1-20 .)