Minn. Stat. § 322C.0102
For purposes of this chapter, the terms defined in this section have the meanings given them.
"Articles of organization" means the articles of organization required by section 322C.0201. The term includes the articles of organization as amended or restated.
"Board" means the board of governors, however designated, of a board-managed limited liability company.
"Board-managed limited liability company" means a limited liability company that qualifies as such under section 322C.0407, subdivision 1.
"Contribution" means any benefit provided by a person to a limited liability company:
"Debtor in bankruptcy" means a person that is the subject of:
"Distribution," except as otherwise provided in section 322C.0405, subdivision 7, means a transfer of money or other property from a limited liability company to another person on account of a transferable interest.
"Effective," with respect to a record required or permitted to be filed with the secretary of state under this chapter, means effective under section 322C.0205, subdivision 3.
"Filed" or "filed with the secretary of state" means that a document meeting the applicable requirements of this chapter, signed and accompanied by any required filing fees, has been delivered to the secretary of state. The secretary of state shall endorse on the original or an image thereof the word "Filed" and the month, day, and year of filing, record the document or an image thereof in the Office of the Secretary of State, and return a document or the image thereof to the person who delivered it for filing.
"Foreign limited liability company" means an unincorporated entity formed under the law of a jurisdiction other than this state and denominated by that law as a limited liability company.
"Governor" means a member of the board, however designated, of a board-managed limited liability company.
"Limited liability company," except in the phrase "foreign limited liability company," means an entity formed under this chapter.
"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 322C.0407, subdivision 3.
"Manager-managed limited liability company" means a limited liability company that qualifies as such under section 322C.0407, subdivision 1.
"Member" means a person that has become a member of a limited liability company under section 322C.0401 and has not dissociated under section 322C.0602.
"Member-managed limited liability company" means a limited liability company that is not a manager-managed limited liability company or a board-managed limited liability company.
"Operating agreement" means the agreement, whether or 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 liability company, including a sole member, concerning the matters described in section 322C.0110, subdivision 1. The term includes the agreement as amended or restated.
"Organizer" means a person that acts under section 322C.0201 to form a limited liability company.
"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 any other legal or commercial entity.
"Principal place of business" means the principal executive office of a limited liability company or foreign limited liability company, whether or not the office is located in this state.
"Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.
"Recorded in the real property records" means that a certified copy of a statement meeting the applicable requirements of this chapter, including containing a legal description of the property affected by the statement, as filed with the secretary of state, has been recorded in the Office of the County Recorder in the county in which the real property affected by the statement is located or, if the real property is registered under chapter 508 or 508A, has been recorded in the office of the applicable registrar of titles and memorialized on the certificate of title for that property.
"Registered office" means:
"Sign" means, with the present intent to authenticate or adopt a record:
"State" means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.
"Transfer" includes an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, and transfer by operation of law.
"Transferable interest" means the right, as originally associated with a person's capacity as a member, to receive distributions from a limited liability company in accordance with the operating agreement, whether or not the person remains a member or continues to own any part of the right.
"Transferee" means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a member.
Minn. Stat. § 322C.0102
2014 c 157 art 1 s 2; 2015 c 21 art 1 s 70