§ 21-170 — Terms, defined

(RULLCA 1001) In sections 21-170 to 21-184 :
(1) Constituent limited
liability company means a constituent organization that is a limited liability
company.
(2)
Constituent organization means an organization that is party to a merger.
(3) Converted organization
means the organization into which a converting organization converts pursuant
to sections 21-175 to 21-178 .
(4) Converting limited liability company means a converting
organization that is a limited liability company.
(5) Converting organization means
an organization that converts into another organization pursuant to section 21-175 .
(6)
Domesticated company means the company that exists after a domesticating foreign
limited liability company or limited liability company effects a domestication
pursuant to sections 21-179 to 21-182 .
(7) Domesticating company means the company that effects
a domestication pursuant to sections 21-179 to 21-182 .
(8) Governing statute
means the statute that governs an organization's internal affairs.
(9) Organization means
a general partnership, including a limited liability partnership, limited
partnership, including a limited liability limited partnership, limited liability
company, business trust, corporation, or any other person having a governing
statute. The term includes a domestic or foreign organization.
(10) Organizational documents
means:
(A)
for a domestic or foreign general partnership, its partnership agreement;
(B) for a limited partnership
or foreign limited partnership, its certificate of limited partnership and
partnership agreement;
(C)
for a domestic or foreign limited liability company, its certificate or articles
of organization and operating agreement, or comparable records as provided
in its governing statute;
(D)
for a business trust, its agreement of trust and declaration of trust;
(E) for a domestic or
foreign corporation for profit, its articles of incorporation, bylaws, and
other agreements among its shareholders which are authorized by its governing
statute, or comparable records as provided in its governing statute; and
(F) for any other organization,
the basic records that create the organization and determine its internal
governance and the relations among the persons that own it, have an interest
in it, or are members of it.
(11) Personal liability means liability for a debt,
obligation, or other liability of an organization which is imposed on a person
that co-owns, has an interest in, or is a member of the organization:
(A) by the governing
statute solely by reason of the person co-owning, having an interest in, or
being a member of the organization; or
(B) by the organization's organizational documents
under a provision of the governing statute authorizing those documents to
make one or more specified persons liable for all or specified debts, obligations,
or other liabilities of the organization solely by reason of the person or
persons co-owning, having an interest in, or being a member of the organization.
(12) Surviving organization
means an organization into which one or more other organizations are merged
whether the organization preexisted the merger or was created by the merger.

Legislative History

Source: Laws 2010, LB888, § 70.