8903 - Definitions and index of definitions.
§ 8903. Definitions and index of definitions. (a) Definitions.--The following words and phrases when used in this chapter shall have the meanings given to them in this section unless the context clearly indicates otherwise: "Bankrupt." A person who is the subject of: (1) an order for relief or a voluntary case under 11 U.S.C. (relating to bankruptcy); (2) a comparable order or case under a successor statute of general application; or (3) a comparable order or case under a State insolvency act. "Certificate of organization." The certificate of organization referred to in section 8913 (relating to certificate of organization) and the certificate of organization as amended. The term includes any other statements or certificates permitted or required to be filed in the Department of State by sections 108 (relating to change in location or status of registered office provided by agent) and 138 (relating to statement of correction) or this part. If an amendment of the certificate of organization or a certificate of merger or division made in the manner permitted by this chapter restates the certificate of organization in its entirety or if there is a certificate of consolidation or domestication, thenceforth the certificate of organization shall not include any prior documents, and any certificate issued by the Department of State with respect thereto shall so state. "Court." Subject to any inconsistent general rule prescribed by the Supreme Court of Pennsylvania: (1) the court of common pleas of the judicial district embracing the county where the registered office of the limited liability company is or is to be located; or (2) where a company results from a merger, consolidation, division or other transaction without establishing a registered office in this Commonwealth or withdraws as a foreign limited liability company, the court of common pleas in which venue would have been laid immediately prior to the transaction or withdrawal. "Department." (Deleted by amendment). "Domestic restricted professional company" or "restricted professional company." A limited liability company that renders one or more restricted professional services. "Entitled to vote." Those persons entitled at the time to vote on the matter under the certificate of organization or operating agreement of the limited liability company or any applicable controlling provision of law. "Event of dissociation." An event that causes a person to cease to be a member of a limited liability company. See section 8971(a)(4) (relating to dissolution). "Foreign limited liability company." An association organized under the laws of any jurisdiction other than this Commonwealth, whether or not required to register under Subchapter J (relating to foreign companies), which would be a limited liability company if organized under the laws of this Commonwealth. "Licensed person." (Deleted by amendment). "Limited liability company," "domestic limited liability company" or "company." An association that is a limited liability company organized and existing under this chapter. "Liquidating trustee." A person appointed by the court to carry out the winding up of a limited liability company. "Manager." A person selected under section 8941(b) (relating to management) to manage a limited liability company. "Member." A person who has been admitted to membership in a limited liability company and who has not dissociated from the company. "Obligation." Includes a note or other form of indebtedness, whether secured or unsecured. "Operating agreement." Any rules or procedures adopted for the regulation and governance of the affairs of a limited liability company and the conduct of its business. "Professional company." A limited liability company that renders one or more professional services. "Professional services." (Deleted by amendment). "Qualified foreign limited liability company." A foreign limited liability company that is registered under Subchapter J (relating to foreign companies) to do business in this Commonwealth. "Qualified foreign restricted professional company." A qualified foreign limited liability company that renders one or more restricted professional services. "Real property." Includes land, any interest, leasehold or estate in land and any improvements on it. "Registered office." That office maintained by a domestic or foreign limited liability company in this Commonwealth as required by section 8906 (relating to registered office). See section 109 (relating to name of commercial registered office provider in lieu of registered address). "Relax." When used with respect to a provision of the certificate of organization or operating agreement, means to provide lesser rights for an affected representative, manager or member. "Restricted professional services." The following professional services: chiropractic, dentistry, law, medicine and surgery, optometry, osteopathic medicine and surgery, podiatric medicine, public accounting, psychology or veterinary medicine. "Unless otherwise provided." When used to introduce or modify a rule, implies that the alternative provisions contemplated may either relax or restrict the stated rule. "Unless otherwise restricted." When used to introduce or modify a rule, implies that the alternative provisions contemplated may further restrict but may not relax the stated rule. (b) Index of other definitions.--Other definitions applying to this chapter and the sections in which they appear are: "Act" or "action." Section 102. "Department." Section 102. "Licensed person." Section 102. "Professional services." Section 102. (June 22, 2001, P.L.418, No.34, eff. 60 days) 2001 Amendment. Act 34 amended the section heading and the defs. of "limited liability company" and "operating agreement," added subsecs. (a) heading and (b) and deleted the defs. of "department," "licensed person" and "professional services." Cross References. Section 8903 is referred to in sections 102, 8105, 8201, 8221, 9506 of this title.