TITLE 30

CORPORATIONS

CHAPTER 25

LIMITED LIABILITY COMPANIES

PART 1

GENERAL PROVISIONS

30-25-102.  definitions. (a)  In this chapter:

(1) "Certificate of organization" means the certificate required by section 30-25-201, Idaho Code. The term includes the certificate as amended or restated.

(2)  "Contribution," except in the phrase "right of contribution," means property or a benefit described in section 30-25-402, Idaho Code, that is provided by a person to a limited liability company to become a member or in the person’s capacity as a member.

(3)  "Distribution" means a transfer of money or other property from a limited liability company to a person on account of a transferable interest or in the person’s capacity as a member. The term:

(A)  Includes:

(i)  A redemption or other purchase by a limited liability company of a transferable interest; and

(ii)  A transfer to a member in return for the member’s relinquishment of any right to participate as a member in the management or conduct of the company’s activities and affairs or to have access to records or other information concerning the company’s activities and affairs; and

(B)  Does not include amounts constituting reasonable compensation for present or past service or payments made in the ordinary course of business under a bona fide retirement plan or other bona fide benefits program.

(4)  "Limited liability company" means an entity formed under this chapter or that becomes subject to this chapter under chapter 22, title 30, Idaho Code, or section 30-25-110, Idaho Code.

(5)  "Manager" means a person that under the operating agreement of a manager-managed limited liability company is responsible, alone or in concert with others, for performing the management functions stated in section 30-25-407(c), Idaho Code.

(6)  "Manager-managed limited liability company" means a limited liability company that qualifies under section 30-25-407(a), Idaho Code.

(7)  "Member" means a person that:

(A)  Has become a member of a limited liability company under section 30-25-401, Idaho Code, or was a member in a company when the company became subject to this chapter under section 30-25-110, Idaho Code; and

(B)  Has not dissociated under section 30-25-602, Idaho Code.

(8)  "Member-managed limited liability company" means a limited liability company that is not a manager-managed limited liability company.

(9)  "Operating agreement" means the agreement, whether or not referred to as an operating agreement and whether oral, implied, in a record, or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning the matters described in section 30-25-105(a), Idaho Code. The term includes the agreement as amended or restated.

(10) "Organizer" means a person that acts under section 30-25-201, Idaho Code, to form a limited liability company.

(11) "Transferable interest" means the right, as initially owned by a person in the person’s capacity as a member, to receive distributions from a limited liability company, whether or not the person remains a member or continues to own any part of the right. The term applies to any fraction of the interest, by whomever owned.

(12) "Transferee" means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a member. The term includes a person that owns a transferable interest under section 30-25-603(a)(3), Idaho Code.

(b)  The following definitions outside this chapter apply to this chapter:

(1)  "Debtor in bankruptcy" – section 30-21-102(7), Idaho Code.

(2)  "Foreign" – section 30-21-102(15), Idaho Code.

(3)  "Jurisdiction" – section 30-21-102(22), Idaho Code.

(4)  "Jurisdiction of formation" – section 30-21-102(23), Idaho Code.

(5)  "Person" – section 30-21-102(35), Idaho Code.

(6)  "Principal office" – section 30-21-102(36), Idaho Code.

(7)  "Property" – section 30-21-102(41), Idaho Code.

(8)  "Record" – section 30-21-102(44), Idaho Code.

(9)  "Registered agent" – section 30-21-102(45), Idaho Code.

(10) "Sign" – section 30-21-102(47), Idaho Code.

(11) "State" – section 30-21-102(48), Idaho Code.

(12) "Transfer" – section 30-21-102(50), Idaho Code.

History:

[30-25-102, added 2015, ch. 243, sec. 43, p. 871.]