California Corporations Code § 17701.02

In this title: (a) “Acknowledged” means that an instrument is either of the following: (1) Formally acknowledged as provided in Article 3 (commencing with Section 1180) of Chapter 4 of Title 4 of Part 4 of Division 2 of the Civil Code. (2) Executed to include substantially the following wording preceding the signature: “It is hereby declared that I am the person who executed this instrument which execution is my act and deed.” Any certificate of acknowledgment taken without this state before a notary public or a judge or clerk of a court of record having an official seal need not be further authenticated. (b) “Articles of organization” means the articles required by Section 17702.01. The term includes the articles of organization as amended or restated. (c) “Contribution” means any benefit provided by a person to a limited liability company: (1) In order to become a member upon formation of the limited liability company and in accordance with an agreement between or among the persons that have agreed to become the initial members of the limited liability company. (2) In order to become a member after formation of the limited liability company and in accordance with an agreement between the person and the limited liability company. (3) In the person’s capacity as a member and in accordance with the operating agreement or an agreement between the member and the limited liability company. (d) “Debtor in bankruptcy” means a person that is the subject of either of the following: (1) An order for relief under Title 11 of the United States Code or a successor statute of general application. (2) A comparable order under federal, state, or foreign law governing bankruptcy or insolvency, an assignment for the benefit of creditors, or an order appointing a trustee, receiver, or liquidator of the person or of all or substantially all of the person’s property. (e) “Designated office” means either of the following: (1) The office that a limited liability company is required to designate and maintain under Section 17701.13. (2) The principal office of a foreign limited liability company. (f) “Distribution,” except as otherwise provided in subdivision (g) of Section 17704.05, means a transfer of money or other property from a limited liability company to another person on account of a transferable interest. (g) “Domestic” means organized under the laws of this state when used in relation to any limited liability company, other business entity, or person other than a natural person. (h) “Effective,” with respect to a record required or permitted to be delivered to the Secretary of State for filing under this title, means effective under subdivision (c) of Section 17702.05. (i) (1) “Electronic transmission by the limited liability company” means a communication delivered by any of the following means: (A) Facsimile telecommunication or electronic mail when directed to the facsimile number or electronic mail address, respectively, for that recipient on record with the limited liability company. (B) Posting on an electronic message board or network that the limited liability company has designated for those communications, together with a separate notice to the recipient of the posting, which transmission shall be validly delivered upon the later of the posting or delivery of the separate notice thereof. (C) Other means of electronic communication to which both of the following apply: (i) The communication is delivered to a recipient who has provided an unrevoked consent to the use of those means of transmission. (ii) The communication creates a record that is capable of retention, retrieval, and review, and that may thereafter be rendered into clearly legible tangible form. (2) “Electronic transmission to the limited liability company” means a communication delivered by any of the following means: (A) Facsimile telecommunication or electronic mail when directed to the facsimile number or electronic

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