Pennsylvania Consolidated & Unconsolidated Statutes
Chapter 88 - Limited Liability Companies
Section 8812 - Definitions


(a) General 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:
"Certificate of organization." The certificate required by section 8821 (relating to formation of limited liability company and certificate of organization). The term includes the certificate as amended or restated.
"Contribution." Property or a benefit described under section 8842 (relating to form of contribution) which is provided by a person to a limited liability company to become a member or in the capacity of a person as a member.
"Distribution." A direct or indirect transfer of money or other property or incurrence of indebtedness by a limited liability company to a person on account of a transferable interest or in the person's capacity as a member. The term:
(1) 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
(2) does not include:
(i) 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;
(ii) the making of, or payment or performance on, a guaranty or similar arrangement by a company for the benefit of any or all of its members;
(iii) a direct or indirect allocation or transfer effected under Chapter 3 (relating to entity transactions) with the approval of the members; or
(iv) a direct or indirect transfer of:
(A) a governance or transferable interest; or
(B) options, rights or warrants to acquire a governance or transferable interest.
"Limited liability company." An association formed under this chapter or which becomes subject to this chapter under Chapter 3 or section 8811 (relating to short title and application of chapter).
"Manager." 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 under section 8847(c) (relating to management of limited liability company).
"Manager-managed limited liability company." A limited liability company that qualifies as such under section 8847(a).
"Member." A person that:
(1) has become a member of a limited liability company under section 8841 (relating to becoming a member) or was a member in a company when the company became subject to this chapter under section 8811(b); and
(2) has not dissociated as a member under section 8861 (relating to events causing dissociation).
"Member-managed limited liability company." A limited liability company that is not a manager-managed limited liability company.
"Operating agreement." The agreement, whether or not referred to as an operating agreement and whether oral, implied, in record form or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning matters described in section 8815(a) (relating to contents of operating agreement). The term includes the agreement as amended or restated.
"Organizer." A person that acts under section 8821 to form a limited liability company.
"Professional company." A limited liability company that renders one or more professional services.
"Transferable interest." 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.
"Transferee." 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 8863(a)(3) (relating to effects of dissociation).
(b) Index of other definitions.--Following is a nonexclusive list of definitions in section 102 (relating to definitions) that apply to this chapter:
"Act" or "action."
"Debtor in bankruptcy."
"Department."
"Jurisdiction of formation."
"Principal office."
"Professional services."
"Property."
"Record form."
"Sign."
"Transfer."

Cross References. Section 8812 is referred to in sections 102, 8845 of this title.

Structure Pennsylvania Consolidated & Unconsolidated Statutes

Pennsylvania Consolidated & Unconsolidated Statutes

Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS

Chapter 88 - Limited Liability Companies

Extra - Chapter Notes

Section 8811 - Short title and application of chapter

Section 8812 - Definitions

Section 8813 - Knowledge and notice

Section 8814 - Governing law

Section 8815 - Contents of operating agreement

Section 8816 - Application of operating agreement

Section 8817 - Amendment and effect of operating agreement

Section 8818 - Characteristics of limited liability company

Section 8819 - Powers

Section 8821 - Formation of limited liability company and certificate of organization

Section 8822 - Amendment or restatement of certificate of organization

Section 8823 - Signing of filed documents

Section 8824 - Liability of member, manager or other person for false or missing information in filed document

Section 8825 - Registered office

Section 8831 - Status of member or manager as agent

Section 8832 - Certificate of authority

Section 8833 - Certificate of denial

Section 8834 - Liability of members and managers

Section 8835 - Taxation of limited liability companies

Section 8841 - Becoming a member

Section 8842 - Form of contribution

Section 8843 - Liability for contributions

Section 8844 - Sharing of and right to distributions before dissolution

Section 8845 - Limitations on distributions

Section 8846 - Liability for improper distributions

Section 8847 - Management of limited liability company

Section 8848 - Reimbursement, indemnification, advancement and insurance

Section 8849.1 - Standards of conduct for members

Section 8849.2 - Standards of conduct for managers

Section 8850 - Rights to information

Section 8851 - Nature of transferable interest

Section 8852 - Transfer of transferable interest

Section 8853 - Charging order

Section 8854 - Power of personal representative of deceased member

Section 8861 - Events causing dissociation

Section 8862 - Power to dissociate and wrongful dissociation

Section 8863 - Effects of dissociation

Section 8871 - Events causing dissolution

Section 8872 - Winding up and filing of certificates

Section 8874 - Known claims against dissolved limited liability company

Section 8875 - Other claims against dissolved limited liability company

Section 8876 - Court proceedings

Section 8877 - Disposition of assets in winding up

Section 8878 - Voluntary termination by members or organizers

Section 8881 - Direct action by member

Section 8882 - Derivative action

Section 8883 - Eligible plaintiffs and security for costs

Section 8884 - Special litigation committee

Section 8885 - Proceeds and expenses

Section 8891 - Application and effect of subchapter

Section 8892 - Definitions

Section 8893 - Benefit company status

Section 8894 - Purposes

Section 8895 - Standard of conduct for members

Section 8896 - Standard of conduct for managers and officers

Section 8897 - Right of action

Section 8898 - Annual benefit report