Code of the District of Columbia

§ 29–801.02. Definitions.

For the purposes of this chapter, the term:

(1) “Certificate of organization”, except when referring to a right of contribution, means the certificate required by § 29-802.01. The term “certificate of organization” shall include the certificate as amended or restated.

(2) “Contribution” means any benefit provided by a person to a limited liability company:

(A) To become a member upon formation of the company and in accordance with an agreement between or among the persons that have agreed to become the initial members of the company;

(B) To become a member after formation of the company and in accordance with an agreement between the person and the company; or

(C) In the person’s capacity as a member and in accordance with the operating agreement or an agreement between the member and the company.

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

(A) The term 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.

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

(4) “Effective”, with respect to a record required or permitted to be delivered to the Mayor for filing under this chapter, means effective under § 29-102.03.

(5) “Foreign limited liability company” means an unincorporated entity formed under the law of a jurisdiction other than the District which would be a limited liability company if formed under the law of the District.

(6) “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 § 29-804.07(c).

(7) “Manager-managed limited liability company” means a limited liability company that qualifies under § 29-804.07(a).

(8) “Member” means a person that has become a member of a limited liability company under § 29-804.01, or was a member in a limited liability company when the company became subject to this chapter under § 29-810.01, and has not dissociated under § 29-806.02.

(9) “Member-managed limited liability company” means a limited liability company that is not a manager-managed limited liability company.

(10) “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 § 29-801.07. The term includes the agreement as amended or restated.

(11) “Organizer” means a person that acts under § 29-802.01 to form a limited liability company.

(12) “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 in accordance with the operating agreement, 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.

(13) “Transferee” means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a member.


(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(h)(2)(A), 59 DCR 13171.)

Section References

This section is referenced in § 29-804.05 and § 29-810.01.

Effect of Amendments

The 2013 amendment by D.C. Law 19-210 rewrote the section.

Editor's Notes

Uniform Law: This section is based on § 102 of the Uniform Limited Company Act (2006 Act).

Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.