21-102 Terms, defined.
21-102. Terms, defined.(ULLCA 102) In the Nebraska Uniform LimitedLiability Company Act:(1) Certificate of organizationmeans the certificate required by section 21-117. The term includes the certificateas amended or restated.(2)Certificate of registration means either a document prepared and issued bya regulatory body or the electronic accessing of the regulatory body's licensingrecords by the Secretary of State.(3) Contribution means any benefit provided by a personto a limited liability company:(A) in order to become a member upon formation ofthe company and in accordance with an agreement between or among the personsthat have agreed to become the initial members of the company;(B) in order to becomea member after formation of the company and in accordance with an agreementbetween the person and the company; or(C) in the person's capacity as a member and in accordancewith the operating agreement or an agreement between the member and the company.(4) Debtor in bankruptcymeans a person that is the subject of:(A) an order for relief under Title 11 of the UnitedStates Code or a successor statute of general application; or(B) a comparable orderunder federal, state, or foreign law governing insolvency.(5) Designated officemeans:(A)the office that a limited liability company is required to designate and maintainunder section 21-113; or(B)the principal office of a foreign limited liability company.(6) Distribution, exceptas otherwise provided in subsection (g) of section 21-134, means a transferof money or other property from a limited liability company to another personon account of a transferable interest.(7) Effective, with respect to a record required orpermitted to be delivered to the Secretary of State for filing under the NebraskaUniform Limited Liability Company Act, means effective under subsection (c)of section 21-121.(8)Foreign limited liability company means an unincorporated entity formed underthe law of a jurisdiction other than this state and denominated by that lawas a limited liability company.(9) Limited liability company, except in the phraseforeign limited liability company, means an entity formed under the NebraskaUniform Limited Liability Company Act.(10) Manager means a person that under the operatingagreement of a manager-managed limited liability company is responsible, aloneor in concert with others, for performing the management functions statedin subsection (c) of section 21-136.(11) Manager-managed limited liability company meansa limited liability company that qualifies under subsection (a) of section 21-136.(12)Member means a person that has become a member of a limited liability companyunder section 21-130 and has not dissociated under section 21-145.(13) Member-managed limitedliability company means a limited liability company that is not a manager-managedlimited liability company.(14) Operating agreement means the agreement, whetheror not referred to as an operating agreement and whether oral, in a record,implied, or in any combination thereof, of all the members of a limited liabilitycompany, including a sole member. The term includes the agreement as amendedor restated.(15)Organizer means a person that acts under section 21-117 to form a limitedliability company. (16)Person means an individual, corporation, business trust, estate, trust, partnership,limited liability company, association, joint venture, public corporation,government or governmental subdivision, agency, or instrumentality, or anyother legal or commercial entity.(17) Principal office means the principal executiveoffice of a limited liability company or foreign limited liability company,whether or not the office is located in this state.(18) Professional service meansany type of personal service to the public which requires as a condition precedentto the rendering of such service the obtaining of a license or other legalauthorization and which includes, but is not limited to, personal servicesrendered by a certified public accountant, dentist, osteopathic physician,physician and surgeon, veterinarian, real estate broker, associate real estatebroker, real estate salesperson, or attorney at law. For purposes of the act,those professions pertaining to the diagnosis, care, and treatment of humansshall be considered to be of the same profession.(19) Record means information thatis inscribed on a tangible medium or that is stored in an electronic or othermedium and is retrievable in perceivable form.(20) Regulatory body means a board,commission, court, or governmental authority which is charged with licensingor regulating the rendering of a professional service in this state.(21) Sign means, withthe present intent to authenticate or adopt a record:(A) to execute or adopt a tangiblesymbol; or(B)to attach to or logically associate with the record an electronic symbol,sound, or process.(22)State means a state of the United States, the District of Columbia, PuertoRico, the United States Virgin Islands, or any territory or insular possessionsubject to the jurisdiction of the United States.(23) Transfer includes an assignment,conveyance, deed, bill of sale, lease, mortgage, trust deed, security interest,encumbrance, gift, and transfer by operation of law.(24) Transferable interest meansthe right, as originally associated with a person's capacity as a member,to receive distributions from a limited liability company in accordance withthe operating agreement, whether or not the person remains a member or continuesto own any part of the right.(25) Transferee means a person to which all or partof a transferable interest has been transferred, whether or not the transferoris a member. SourceLaws 2010, LB888, § 2.Operative Date: January 1, 2011