(1) In this chapter: “Certificate of organization” means the certificate required by section 30-25-201, Idaho Code. The term includes the certificate as amended or restated.
(2) “Contribution,” except in the phrase “right of contribution,” means property or a benefit described in section 30-25-402, Idaho Code, that is provided by a person to a limited liability company to become a member or in the person’s capacity as a member.
(3) “Distribution” means a transfer of money or other property from a limited liability company to a person on account of a transferable interest or in the person’s capacity as a member. The term: Includes: A redemption or other purchase by a limited liability company of a transferable interest; and
(4) 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
(5) “Limited liability company” means an entity formed under this chapter or that becomes subject to this chapter under chapter 22, title 30, Idaho Code, or section 30-25-110, Idaho Code.
(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 section 30-25-407(c), Idaho Code.
(7) “Manager-managed limited liability company” means a limited liability company that qualifies under section 30-25-407(a), Idaho Code.
(8) “Member” means a person that: Has become a member of a limited liability company under section 30-25-401, Idaho Code, or was a member in a company when the company became subject to this chapter under section 30-25-110, Idaho Code; and
(9) Has not dissociated under section 30-25-602, Idaho Code.
(10) “Member-managed limited liability company” means a limited liability company that is not a manager-managed limited liability company.
(11) “Operating agreement” means the agreement, whether or not referred to as an operating agreement and whether oral, implied, in a record, or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning the matters described in section 30-25-105(a), Idaho Code. The term includes the agreement as amended or restated.
(12) “Organizer” means a person that acts under section 30-25-201, Idaho Code, to form a limited liability company.
(13) “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, 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. (12) “Transferee” means 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 30-25-603(a)(3), Idaho Code.
(14) The following definitions outside this chapter apply to this chapter: “Debtor in bankruptcy” — section 30-21-102(7), Idaho Code.
(15) “Foreign” — section 30-21-102(15), Idaho Code.
(16) “Jurisdiction” — section 30-21-102(22), Idaho Code.
(17) “Jurisdiction of formation” — section 30-21-102(23), Idaho Code.
(18) “Person” — section 30-21-102(35), Idaho Code.
(19) “Principal office” — section 30-21-102(36), Idaho Code.
(20) “Property” — section 30-21-102(41), Idaho Code.
(21) “Record” — section 30-21-102(44), Idaho Code.
(22) “Registered agent” — section 30-21-102(45), Idaho Code.
(23) “Sign” — section 30-21-102(47), Idaho Code.
(24) “State” — section 30-21-102(48), Idaho Code.
(25) “Transfer” — section 30-21-102(50), Idaho Code.
(B) Does not include 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.