§ 102 — Definitions

New York § 102

• Jurisdiction: New York
• Law LLC: Limited Liability Company Law
• Art. 1: Short Title and Definitions

Text

§ 102. Definitions. (a) "Articles of organization" means the articles\nof organization filed with the department of state for the purpose of\nforming a limited liability company pursuant to section two hundred\nthree of this chapter, as amended or restated pursuant to section two\nhundred eleven or section two hundred fourteen of this chapter.\n (a-1) "Affidavit of publication" means the affidavit of the printer or\npublisher of a newspaper in which a publication pursuant to sections two\nhundred six, eight hundred two, one thousand two hundred three, and one\nthousand three hundred six of this chapter has been made. The affidavit\nof publication shall be in a form substantially as follows:\n "Affidavit of Publication Under Section (specify applicable\nsection) of the Limited Liability Company Law\nState of New York,\nCounty of ________, ss.:\n The undersigned is the printer (or publisher) of ______________ (name\nof newspaper), a _________ (daily or weekly) newspaper published in\n________________, New York. A notice regarding _______________ (name of\nlimited liability company) was published in said newspaper once in each\nweek for six successive weeks, commencing on __________ and ending on\n________. The text of the notice as published in said newspaper is as\nset forth below, or in the annexed exhibit. This newspaper has been\ndesignated by the Clerk of ________ County for this purpose.\n ____________ (signature)\n __________(printed name),\n (jurat)"\n The text of the notice set forth in or annexed to each affidavit of\npublication shall: (i) include only the text of the published notice,\n(ii) be free of extraneous marks, and (iii) if submitted in paper form,\nbe printed on paper of such size, weight and color, and in ink of such\ncolor, and in such font, and be in such other qualities and form not\ninconsistent with any other provision of law as, in the judgment of the\nsecretary of state, will not impair the ability of the department of\nstate to include a legible and permanent copy thereof in its official\nrecords. Nothing in this subdivision shall be construed as requiring the\ndepartment of state to accept for filing a document submitted in\nelectronic form.\n (b) "Authorized foreign limited liability company" means a foreign\nlimited liability company authorized to do business in this state\npursuant to article eight of this chapter.\n (c) "Authorized person" means a person, whether or not a member, who\nis authorized by the operating agreement, or otherwise, to act on behalf\nof a limited liability company or foreign limited liability company.\n (d) "Bankruptcy" means bankruptcy under the United States Bankruptcy\nCode, as amended, or insolvency under any state insolvency act.\n (e) "Business" means every trade, occupation, profession or commercial\nactivity.\n (e-1) "Certificate of publication" means a certificate presented on\nbehalf of the applicable limited liability company to the department of\nstate together with the affidavits of publication pursuant to section\ntwo hundred six, eight hundred two, one thousand two hundred three, or\none thousand three hundred six of this chapter. The certificate of\npublication shall be in a form substantially as follows:\n "Certificate of Publication of ______ (name of limited liability\ncompany) Under Section ______ (specify applicable section) of the\nLimited Liability Company Law\n The undersigned is the _________ (title) of ___________ (name of\nlimited liability company). The published notices described in the\nannexed affidavits of publication contain all of the information\nrequired by the above-mentioned section of the Limited Liability Company\nLaw. The newspapers described in such affidavits of publication satisfy\nthe requirements set forth in the Limited Liability Company Law and the\ndesignation made by the county clerk. I certify the foregoing statements\nto be true under penalties of perjury.\n Date\n Signature\n Printed Name"\n (f) "Contribution" means any cash, property, services rendered, or a\npromissory note or other binding obligation to contribute cash or\nproperty or to render services that a member contributes to a limited\nliability company in his or her capacity as a member.\n (g) "Corporation" means a corporation formed under the laws of this\nstate or a foreign corporation as defined in subdivision (j) of this\nsection.\n (h) "Court" means every court and judge of competent jurisdiction with\nrespect to a particular matter, action or case.\n (i) "Distribution" means the transfer of property by a limited\nliability company to one or more of its members in his or her capacity\nas a member.\n (j) "Foreign corporation" means a corporation formed under the laws of\nany jurisdiction, including any foreign country, other than the laws of\nthis state.\n (k) "Foreign limited liability company" means an unincorporated\norganization formed under the laws of any jurisdiction, including any\nforeign country, other than the laws of this state (i) that is not\nauthorized to do business in this state under any other law of this\nstate and (ii) of which some or all of the persons who are entitled (A)\nto receive a distribution of the assets thereof upon the dissolution of\nthe organization or otherwise or (B) to exercise voting rights with\nrespect to an interest in the organization have, or are entitled or\nauthorized to have, under the laws of such other jurisdiction, limited\nliability for the contractual obligations or other liabilities of the\norganization.\n (l) "Foreign limited partnership" means a partnership that is formed\nunder the laws of any jurisdiction, including any foreign country, other\nthan the laws of this state and that has as partners one or more general\npartners and one or more limited partners.\n (m) "Limited liability company" and "domestic limited liability\ncompany" mean, unless the context otherwise requires, an unincorporated\norganization of one or more persons having limited liability for the\ncontractual obligations and other liabilities of the business (except as\nauthorized or provided in section six hundred nine or twelve hundred\nfive of this chapter), other than a partnership or trust, formed and\nexisting under this chapter and the laws of this state.\n (n) "Limited partnership" means a limited partnership formed under the\nlaws of this state or a foreign limited partnership as defined in\nsubdivision (l) of this section.\n (o) "Majority in interest of the members" means, unless otherwise\nprovided in the operating agreement, the members whose aggregate share\nof the current profits of the limited liability company constitutes more\nthan one-half of the aggregate of such shares of all members.\n (p) "Manager" means, subject to section four hundred one of this\nchapter, a person designated by the members to manage the limited\nliability company as provided in the operating agreement.\n (q) "Member" means a person who has been admitted as a member of a\nlimited liability company in accordance with the terms and provisions of\nthis chapter and the operating agreement and has a membership interest\nin a limited liability company with the rights, obligations, preferences\nand limitations specified under this chapter and the operating\nagreement.\n (r) "Membership interest" means a member's aggregate rights in a\nlimited liability company, including, without limitation: (i) the\nmember's right to a share of the profits and losses of the limited\nliability company; (ii) the member's right to receive distributions from\nthe limited liability company; and (iii) the member's right to vote and\nparticipate in the management of the limited liability company.\n (s) "Office of the limited liability company" means the office of the\nlimited liability company, the location of which is stated in the\narticles of organization of a domestic limited liability company, or in\nthe application for authority of a foreign limited liability company.\nSuch office need not be a place where business activities are conducted\nby such limited liability company.\n (t) "One-third in interest of the members" means, unless otherwise\nprovided in the operating agreement, the members whose aggregate share\nof the current profits of the limited liability company constitutes\none-third of the aggregate of such shares of all members.\n (u) "Operating agreement" means any written agreement of the members\nconcerning the business of a limited liability company and the conduct\nof its affairs and complying with section four hundred seventeen of this\nchapter.\n (v) "Other business entity" means any person other than a natural\nperson or domestic limited liability company.\n (w) "Person" means any association, corporation, joint stock company,\nestate, general partnership (including any registered limited liability\npartnership or foreign limited liability partnership), limited\nassociation, limited liability company (including a professional service\nlimited liability company), foreign limited liability company (including\na foreign professional service limited liability company), joint\nventure, limited partnership, natural person, real estate investment\ntrust, business trust or other trust, custodian, nominee or any other\nindividual or entity in its own or any representative capacity.\n (x) "Process" means judicial process and all orders, demands, notices\nor other papers required or permitted by law to be personally served on\na limited liability company or foreign limited liability company, for\nthe purpose of acquiring jurisdiction of such limited liability company\nin any action or proceeding, civil or criminal, whether judicial,\nadministrative, arbitrative or otherwise, in this state or in the\nfederal courts sitting in or for this state.\n (y) "State" means a state, territory or possession of the United\nStates, the District of Columbia or the Commonwealth of Puerto Rico.\n (z) "Two-thirds in interest of the members" means, unless otherwise\nprovided in the operating agreement, the members whose aggregate share\nof the current profits of the limited liability company constitutes\ntwo-thirds of the aggregate of such shares of all members.\n (aa) "Foreign related limited liability partnership" has the meaning\ngiven to it in section two of the partnership law.\n (bb) "Profession" has the meaning given to it in subdivision (b) of\nsection twelve hundred one of this chapter.\n (cc) "Registered limited liability partnership" has the meaning given\nto it in section two of the partnership law.\n (dd) "Foreign limited liability partnership" has the meaning given to\nit in section two of the partnership law.\n (ee) "Professional service limited liability company" has the meaning\ngiven to it in subdivision (f) of section twelve hundred one of this\nchapter.\n (ff) "Foreign professional service limited liability company" has the\nmeaning given to it in subdivision (a) of section thirteen hundred one\nof this chapter.\n (gg) "Professional service corporation" has the meaning given to it in\nsubdivision (e) of section twelve hundred one of this chapter.\n (hh) "Foreign professional service corporation" has the meaning given\nto it in subdivision (d) of section fifteen hundred twenty-five of the\nbusiness corporation law.\n * (ii) "Beneficial owner" shall have the same meaning as defined in 31\nU.S.C. § 5336(a)(3), as amended, and any regulations promulgated\nthereunder.\n * NB Effective and Repealed January 1, 2026\n * (jj) "Initial report" shall mean the report required to be filed\npursuant to 31 C.F.R. § 1010.380, as amended.\n * NB Effective and Repealed January 1, 2026\n * (kk) "Reporting company" shall have the same meaning as defined in\n31 U.S.C. § 5336(a)(11)(A), as amended, and any regulations promulgated\nthereunder, but shall only include limited liability companies and\nforeign limited liability companies.\n * NB Effective and Repealed January 1, 2026\n * (ll) "Exempt company" shall mean a limited liability company or\nforeign limited liability company not otherwise defined as a reporting\ncompany that meets a condition for exemption enumerated in 31 U.S.C. §\n5336(a)(11)(B).\n * NB Effective and Repealed January 1, 2026\n