0001|                            HOUSE BILL 233
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0002|     43RD LEGISLATURE - STATE OF NEW MEXICO - SECOND SESSION, 1998
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0003|                            INTRODUCED BY
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0004|                          PAULINE K. GUBBELS
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0005|     
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0006|                                   
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0007|     
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0008|                                   
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0009|     
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0010|                                AN ACT
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0011|     RELATING TO COMMERCIAL LAW; AMENDING THE DEFINITION OF LIMITED
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0012|     LIABILITY COMPANY; PROVIDING AN EXEMPTION FOR CERTAIN
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0013|     SECURITIES TRANSACTIONS; AMENDING SECTIONS OF THE NMSA 1978.
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0014|     
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0015|     BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF NEW MEXICO:
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0016|          Section 1.  Section 53-19-2 NMSA 1978 (being Laws 1993,
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0017|     Chapter 280, Section 2) is amended to read:
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0018|          "53-19-2.  DEFINITIONS.--As used in the Limited Liability
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0019|     Company Act:
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0020|               A.  "articles of organization" means the original
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0021|     or restated articles filed pursuant to the Limited Liability
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0022|     Company Act and any amendments to those articles, including
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0023|     articles of merger or consolidation;
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0024|               B.  "corporation" means an organization
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0025|     incorporated under the laws of New Mexico or a foreign
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<center>- 1 -</center>

0001|     corporation;
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0002|               C.  "commission" means the state corporation
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0003|     commission or its designee;
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0004|               D.  "court" means a court having jurisdiction in
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0005|     the case;
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0006|               E.  "event of dissociation" means an event that
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0007|     causes a person to cease to be a member of a limited liability
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0008|     company;
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0009|               F.  "foreign corporation" means a corporation that
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0010|     is organized under the laws of another state or a foreign
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0011|     country;
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0012|               G.  "foreign limited liability company" means an
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0013|     entity that is:
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0014|                    (1)  an unincorporated association;
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0015|                    (2)  organized under the laws of another state
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0016|     or foreign country;
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0017|                    (3)  organized under a statute pursuant to
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0018|     which an association may be formed that affords to each of its
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0019|     members limited liability with respect to the liabilities of
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0020|     the entity; and
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0021|                    (4)  is not required to be registered or
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0022|     organized under the laws of New Mexico other than the Limited
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0023|     Liability Company Act;
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0024|               H.  "foreign limited partnership" means a limited
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0025|     partnership formed under the laws of another state or a
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<center>- 2 -</center>

0001|     foreign country;
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0002|               I.  "limited liability company" or "domestic
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0003|     limited liability company" means an <u>unincorporated</u>
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0004|     organization <u>of one or more persons</u> formed pursuant to the
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0005|     provisions of the Limited Liability Company Act;
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0006|               J.  "limited liability company interest" means a
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0007|     member's or assignee's right to receive distributions and a
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0008|     return of capital from the limited liability company.  A
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0009|     member's or assignee's limited liability company interest does
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0010|     not include rights the member or assignee has on account of
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0011|     other matters, such as a right to receive accrued salary for
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0012|     services the member or assignee rendered to, repayment of a
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0013|     loan the member or assignee made to or indemnification by the
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0014|     limited liability company;
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0015|               K.  "limited partnership" means a limited
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0016|     partnership under the laws of New Mexico or a foreign limited
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0017|     partnership;
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0018|               L.  "manager" means, with respect to a limited
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0019|     liability company that has included a statement in its
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0020|     articles of organization that it is to be managed by a manager
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0021|     <s>[or managers]</s>, the person <s>[or persons]</s> designated as
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0022|     <s>[managers]</s> <u>manager</u> in accordance with the articles of
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0023|     organization or an operating agreement;
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0024|               M.  "member" means a person who has been admitted
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0025|     to membership in a limited liability company and who has not
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<center>- 3 -</center>

0001|     dissociated from that company;
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0002|               N.  "membership interest" or "interest" means a
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0003|     member's limited liability company interest and his rights to
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0004|     participate in management and control of the limited liability
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0005|     company;
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0006|               O.  "operating agreement" means a written agreement
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0007|     providing for the conduct of the business and affairs of a
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0008|     limited liability company and that agreement as amended in
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0009|     writing;
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0010|               P.  "person" means an individual, a general
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0011|     partnership, a limited partnership, a domestic or foreign
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0012|     limited liability company, a trust, an estate, an association,
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0013|     a corporation or any other legal entity; and
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0014|               Q.  "state" means a state, territory or possession
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0015|     of the United States, the District of Columbia or the
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0016|     commonwealth of Puerto Rico."
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0017|          Section 2.  Section 58-13B-27 NMSA 1978 (being Laws 1986,
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0018|     Chapter 7, Section 27, as amended by Laws 1993, Chapter 280,
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0019|     Section 80 and also by Laws 1993, Chapter 323, Section 1) is
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0020|     amended to read:
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0021|          "58-13B-27.  EXEMPT TRANSACTIONS.--The following
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0022|     transactions are exempted from Section 58-13B-20 NMSA 1978
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0023|     and, unless otherwise noted, Section 58-13B-29 NMSA 1978:
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0024|               A.  an isolated non-issuer transaction, whether or
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0025|     not effected through a broker-dealer;
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<center>- 4 -</center>

0001|               B.  a non-issuer transaction in a security by a
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0002|     registered broker-dealer if:
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0003|                    (1)  the issuer of the security has a class of
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0004|     securities required to be registered under Section 12 of the
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0005|     Securities Exchange Act of 1934;
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0006|                    (2)  the issuer has filed reports pursuant to
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0007|     Section 13 or Section 15(d) of the Securities Exchange Act of
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0008|     1934 during the ninety-day period immediately preceding the
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0009|     date of the offer or sale or is an issuer of a security
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0010|     covered by Section 12(g)(2)(B) or (G) of that 1934 act;
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0011|                    (3)  the broker-dealer has a reasonable basis
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0012|     for believing that the issuer is current in filing the reports
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0013|     required to be filed at regular intervals pursuant to the
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0014|     provisions of Section 13 or Section 15(d), as the case may be,
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0015|     of the Securities Exchange Act of 1934 or in the case of
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0016|     insurance companies exempted from Section 12(g) of the
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0017|     Securities Exchange Act of 1934 by Subparagraph 12(g)(2)(G)
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0018|     thereof, the annual statement referred to in Section
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0019|     12(G)(2)(G)(i) of the Securities Exchange Act of 1934; and
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0020|                    (4)  the broker-dealer has in its records, and
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0021|     makes reasonably available upon request to any person
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0022|     expressing an interest in a proposed transaction in the
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0023|     securities, the issuer's most recent annual report filed
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0024|     pursuant to Section 13 or 15(d), as the case may be, of the
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0025|     Securities Exchange Act of 1934 or the annual statement in the
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<center>- 5 -</center>

0001|     case of an insurance company exempted from Section 12(g) of
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0002|     the Securities Exchange Act of 1934 by Subparagraph
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0003|     12(G)(2)(G) thereof, together with any other reports required
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0004|     to be filed at regular intervals under the Securities Exchange
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0005|     Act of 1934 by the issuer after such annual report or annual
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0006|     statement; provided that the making available of such reports
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0007|     pursuant to this paragraph, unless otherwise represented,
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0008|     shall not constitute a representation by the broker-dealer
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0009|     that the information is true and correct but shall constitute
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0010|     a representation by the broker-dealer that the information is
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0011|     reasonably current; or
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0012|                    (5)  the issuer has filed and maintained with
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0013|     the director, for not less than ninety days before the
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0014|     transaction, information in such form as the director by rule
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0015|     specifies, substantially comparable to the information which
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0016|     the issuer would be required to file under Section 12(b) or
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0017|     Section 12(g) of the Securities Exchange Act of 1934 were the
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0018|     issuer to have a class of its securities registered under
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0019|     Section 12 of the Securities Exchange Act of 1934, and under
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0020|     either Subparagraph (1) or (2), the issuer has paid a fee of
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0021|     five hundred dollars ($500);
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0022|               C.  a non-issuer transaction in a security:
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0023|                    (1)  of a class outstanding in the hands of
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0024|     the public for not less than one hundred eighty days before
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0025|     the transaction if a nationally recognized securities manual
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<center>- 6 -</center>

0001|     designated by the director by rule or order contains the names
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0002|     of the issuer's officers and directors, a statement of
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0003|     financial condition of the issuer as of a date within the last
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0004|     eighteen months and a statement of income or operations for
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0005|     either the last fiscal year before the date or the most recent
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0006|     year of operation; or
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0007|                    (2)  if the security has a fixed maturity or a
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0008|     fixed interest or dividend provision and there has been no
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0009|     default during the current fiscal year or within the three
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0010|     preceding years, or during the existence of the issuer and any
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0011|     predecessors if less than three years, in the payment of
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0012|     principal, interest or dividends on the security; provided
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0013|     that the director may impose additional requirements as a
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0014|     condition of the exemption established in this paragraph as
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0015|     necessary for the protection of investors and shall promulgate
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0016|     rules specifying application of this exemption;
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0017|               D.  any non-issuer transaction effected by or
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0018|     through a registered broker-dealer registered in this state
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0019|     pursuant to an unsolicited order or offer to buy; provided
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0020|     that the director by rule shall require that the broker-dealer
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0021|     have the customer acknowledge upon a specified form that the
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0022|     sale was unsolicited and that a signed copy of that form be
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0023|     preserved by the broker-dealer for a specified period;
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0024|               E.  a transaction between the issuer or other
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0025|     person on whose behalf the offering of a security is made and
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<center>- 7 -</center>

0001|     an underwriter or a transaction among underwriters;
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0002|               F.  a transaction in a bond or other evidence of
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0003|     indebtedness secured by a real estate mortgage, deed of trust,
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0004|     personal property security agreement or by an agreement for
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0005|     the sale of real estate or personal property, if the entire
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0006|     mortgage, deed of trust or agreement, together with all the
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0007|     bonds or other evidences of indebtedness secured thereby, is
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0008|     offered and sold as a unit;
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0009|               G.  a transaction by an executor, administrator,
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0010|     sheriff, marshal, receiver, trustee in bankruptcy, guardian or
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0011|     conservator;
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0012|               H.  a transaction executed by a bona fide secured
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0013|     party without a purpose of evading the New Mexico Securities
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0014|     Act of 1986;
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0015|               I.  an offer to sell or sale of a security to a
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0016|     financial or institutional investor or to a broker-dealer;
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0017|               J.  the issuance and offer and sale of securities
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0018|     by any corporation <s>[organized under the laws of this state]</s>
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0019|     <u>or limited liability company</u> or any offer or sale of limited
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0020|     partnership interests by a limited partnership <s>[organized or
</s>    |
<s></s>0021| <s>    to be organized under the laws of this state]</s> if:
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0022|                    (1)  in the case of a corporation <u>or limited
</u>    |
<u></u>0023| <u>    liability company</u>, its principal office and a majority of its
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0024|     full-time employees are located in this state or, in the case
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0025|     of a limited partnership, its principal place of business and
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<center>- 8 -</center>

0001|     eighty percent of its assets are located in this state;
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0002|                    (2)  at least eighty percent of the proceeds
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0003|     from the offering shall be used by the issuer in operations of
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0004|     the issuer in this state;
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0005|                    (3)  no commission or other remuneration is
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0006|     paid or given, directly or indirectly, for soliciting or
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0007|     selling to any person in this state except to broker-dealers
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0008|     and sales representatives licensed pursuant to the New Mexico
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0009|     Securities Act of 1986;
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0010|                    (4)  an offering document is delivered to each
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0011|     purchaser or prospective purchaser prior to the sale of the
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0012|     securities disclosing such information as the director by rule
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0013|     or order may require;
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0014|                    (5)  the total offering, including interest on
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0015|     installment payments, does not exceed one million five hundred
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0016|     thousand dollars ($1,500,000); and
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0017|                    (6)  the issuer claiming this exemption files
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0018|     notice with the director on a form prescribed by the director
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0019|     prior to the first offer and pays a fee of three hundred fifty
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0020|     dollars ($350).  The director may require any issuer using
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0021|     this exemption to file periodic reports not more often than
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0022|     quarterly to keep reasonably current the information contained
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0023|     in the notice and to disclose the progress of the offering. 
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0024|     The director may impose conditions by rule or order with
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0025|     respect to issuers, broker-dealers or affiliates who by reason
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<center>- 9 -</center>

0001|     of prior misconduct will not be eligible to utilize this
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0002|     exemption.  The issuance and offer and sale of securities
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0003|     pursuant to this subsection shall be subject to Section 
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0004|     58-13B-29 NMSA 1978;
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0005|               K.  the issuance and offer and sale of securities
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0006|     by any corporation <s>[organized under the laws of this state]</s>
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0007|     <u>or limited liability company</u> or any offer or sale of limited
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0008|     partnership interests by a limited partnership <s>[organized or
</s>    |
<s></s>0009| <s>    to be organized under the laws of this state]</s> if:
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0010|                    (1)  in the case of a corporation <u>or limited
</u>    |
<u></u>0011| <u>    liability company</u>, the total number of security holders does
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0012|     not and will not in consequence of the sale exceed twenty-five
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0013|     or, in the case of a limited partnership, the number of
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0014|     limited partners does not and will not in consequence of the
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0015|     sale exceed twenty-five;
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0016|                    (2)  the issuer reasonably believes that all
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0017|     buyers are purchasing for investment;
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0018|                    (3)  no public advertising or general
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0019|     solicitation is used in connection with the offer or sale; and
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0020|                    (4)  no commission or other remuneration is
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0021|     paid or given, directly or indirectly, for soliciting or
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0022|     selling to any person in this state except to broker-dealers
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0023|     and sales representatives licensed pursuant to the New Mexico
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0024|     Securities Act of 1986.
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0025|          The director by rule or order may impose additional
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<center>- 10 -</center>

0001|     requirements as a condition of the exemption established in
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0002|     this subsection as necessary for the protection of investors
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0003|     and to specify its application.  Any notice filing that may be
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0004|     imposed pursuant to Subsection C of Section 58-13B-28 NMSA
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0005|     1978 shall not be deemed a condition of this exemption;
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0006|               L.  any offer or sale of a preorganization
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0007|     certificate or subscription if:
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0008|                    (1)  such sale or offer is made by an agent,
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0009|     the agent shall be licensed pursuant to the New Mexico
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0010|     Securities Act of 1986.  No commission shall be paid to an
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0011|     agent not licensed pursuant to that act;
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0012|                    (2)  no public advertising or general
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0013|     solicitation is used in connection with the offer or sale;
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0014|                    (3)  the number of subscribers does not exceed
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0015|     ten; and
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0016|                    (4)  either no payment is made by any
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0017|     subscriber or any payment made by a subscriber is put into
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0018|     escrow until the entire issue is subscribed;
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0019|               M.  an offer or sale of a preorganization
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0020|     certificate or subscription agreement issued in connection
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0021|     with the organization of a depository institution if that
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0022|     organization is under the supervision of an official or agency
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0023|     of any state or of the United States which has and exercises
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0024|     the authority to regulate and supervise the depository
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0025|     institution.  For the purpose of this subsection, supervision
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<center>- 11 -</center>

0001|     of an organization by an official or agency means that the
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0002|     official or agency by law has authority to:
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0003|                    (1)  require disclosures to prospective
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0004|     investors similar to that required under Section 58-13B-23
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0005|     NMSA 1978;
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0006|                    (2)  impound proceeds from the sale of
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0007|     preorganization certificates or subscription agreements until
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0008|     organization of the depository institution is completed; and
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0009|                    (3)  require a refund to investors if the
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0010|     depository institution does not obtain a grant of authority
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0011|     from the appropriate official or agency except that the
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0012|     official or agency with the authority to require a refund need
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0013|     not include such amounts as the official or agency has by law
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0014|     determined to be proper organizational expenditures;
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0015|               N.  a transaction pursuant to an offer to sell to
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0016|     existing security holders of the issuer, including persons who
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0017|     at the time of the transaction are holders of transferable
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0018|     warrants exercisable within not more than ninety days of their
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0019|     issuance, convertible securities or nontransferable warrants,
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0020|     if:
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0021|                    (1)  no commission or other similar
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0022|     compensation, other than a standby commission, is paid or
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0023|     given, directly or indirectly, for soliciting a security
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0024|     holder in this state; or
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0025|                    (2)  the issuer first files a notice
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<center>- 12 -</center>

0001|     specifying the terms of the offer and the director does not by
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0002|     order disallow the exemption within the next five full
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0003|     business days;
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0004|               O.  a transaction involving an offer to sell, but
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0005|     not a sale, of a security not exempt from registration under
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0006|     the Securities Act of 1933 if:
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0007|                    (1)  a registration or offering statement or
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0008|     similar document as required under the Securities Act of 1933
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0009|     has been filed but is not effective;
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0010|                    (2)  a registration statement has been filed
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0011|     under the New Mexico Securities Act of 1986 but is not
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0012|     effective; and
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0013|                    (3)  no stop order has been entered by the
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0014|     director, the securities and exchange commission or other
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0015|     state's securities agency, and no proceeding or examination
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0016|     that may culminate in that kind of order is pending; 
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0017|               P.  a transaction involving an offer to sell, but
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0018|     not a sale, of a security exempt from registration under the
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0019|     Securities Act of 1933 if:
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0020|                    (1)  a registration statement has been filed
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0021|     under the New Mexico Securities Act of 1986 but is not
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0022|     effective; and
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0023|                    (2)  no stop order has been entered by the
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0024|     director, other state securities agencies or the securities
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0025|     and exchange commission and no proceeding or examination that
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<center>- 13 -</center>

0001|     may culminate in that kind of order being issued by the
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0002|     director is pending;
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0003|               Q.  a transaction involving the distribution of the
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0004|     securities of an issuer to the security holders of another
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0005|     person in connection with a merger, consolidation, exchange of
    |
0006|     securities, sale of assets or other reorganization to which
    |
0007|     the issuer, or its parent and subsidiary, and the other
    |
0008|     person, or its parent or subsidiary, are parties, if:
    |
0009|                    (1)  the securities to be distributed are
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0010|     registered under the Securities Act of 1933 and written notice
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0011|     of the transaction is given to the director prior to the
    |
0012|     consummation of the transaction; or
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0013|                    (2)  if the securities to be distributed are
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0014|     not required to be registered under the Securities Act of
    |
0015|     1933, and written notice of the transaction and a copy of the
    |
0016|     materials, if any, by which approval of the transaction will
    |
0017|     be solicited is given to the director at least ten days before
    |
0018|     the consummation of the transaction and the director does not
    |
0019|     disallow by order the exemption within the next ten days;
    |
0020|               R.
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0021|                    (1)  a transaction involving the offer to sell
    |
0022|     or sale of one or more promissory notes each of which is
    |
0023|     directly secured by a first lien on a single parcel of real
    |
0024|     estate, or a transaction involving the offer to sell or sale
    |
0025|     of participation interests in the notes if the notes and
    |
<center>- 14 -</center>

0001|     participation interests are originated by a depository
    |
0002|     institution and are offered and sold subject to the following
    |
0003|     conditions:
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0004|                         (a)  the minimum aggregate sales price
    |
0005|     paid by each purchaser may not be less than two hundred fifty
    |
0006|     thousand dollars ($250,000);
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0007|                         (b)  each purchaser must pay cash either
    |
0008|     at the time of the sale or within sixty days after the sale;
    |
0009|     and
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0010|                         (c)  each purchaser may buy for that
    |
0011|     person's own account only;
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0012|                    (2)  a transaction involving the offer to sell
    |
0013|     or sale of one or more promissory notes directly secured by a
    |
0014|     first lien on a single parcel of real estate or participation
    |
0015|     interests in the notes, if the notes and participation
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0016|     interests are originated by a mortgagee approved by the
    |
0017|     secretary of housing and urban development under Sections 203
    |
0018|     and 211 of the National Housing Act and are offered or sold,
    |
0019|     subject to the conditions specified in Paragraph (1) of this
    |
0020|     subsection, to a depository institution or insurance company,
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0021|     the federal home loan mortgage corporation, the federal
    |
0022|     national mortgage association or the government national
    |
0023|     mortgage association; <u>and</u>
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0024|                    (3)  a transaction between any of the persons
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0025|     described in Paragraph (2) of this subsection involving a
    |
<center>- 15 -</center>

0001|     nonassignable contract to buy or sell the securities described
    |
0002|     in Paragraph (1) of this subsection, which contract is to be
    |
0003|     completed within two years, if:
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0004|                         (a)  the seller of the securities
    |
0005|     pursuant to the contract is one of the parties described in
    |
0006|     Paragraph (1) or (2) of this subsection who may originate
    |
0007|     securities;
    |
0008|                         (b)  the purchaser of securities
    |
0009|     pursuant to any contract is any other institution described in
    |
0010|     Paragraph (2) of this subsection; and
    |
0011|                         (c)  the three conditions described in
    |
0012|     Paragraph (1) of this subsection are fulfilled;
    |
0013|               S.  any transaction involving leases or interests
    |
0014|     in leases in oil, gas or other mineral rights between parties
    |
0015|     each of whom is engaged in the business of exploring for or
    |
0016|     producing oil and gas or other valuable minerals as an ongoing
    |
0017|     business.  For purposes of this subsection, a party "engaged
    |
0018|     in the business of exploring for or producing oil and gas or
    |
0019|     other valuable minerals as an ongoing business" means:
    |
0020|                    (1)  any corporation, <u>limited liability
</u>    |
<u></u>0021| <u>    company</u>, partnership or other business entity that is
    |
0022|     directly engaged in and derives at least eighty percent of its
    |
0023|     annual gross income from the exploration or production of oil,
    |
0024|     gas or other valuable minerals;
    |
0025|                    (2)  any general partner or any employee who
    |
<center>- 16 -</center>

0001|     spends at least eighty percent of his work time in the daily
    |
0002|     management of a business entity that is directly engaged in
    |
0003|     and derives at least eighty percent of its gross annual income
    |
0004|     from the exploration or production of oil, gas or other
    |
0005|     valuable minerals; or
    |
0006|                    (3)  any corporation, <u>limited liability
</u>    |
<u></u>0007| <u>    company</u>, partnership or other business entity that is
    |
0008|     directly engaged in the business of exploration and production
    |
0009|     of oil, gas or other valuable minerals and derives at least
    |
0010|     five million dollars ($5,000,000) of annual gross income from
    |
0011|     such business; <s>[and]</s>
    |
0012|               T.  any transaction involving the sale or offer of
    |
0013|     interests in and under oil, gas or mining rights located in
    |
0014|     New Mexico or fees, titles or contracts relating thereto, or
    |
0015|     such sale or offer of such interests, wherever located, made
    |
0016|     by an entity principally operating in New Mexico where:
    |
0017|                    (1)  the total number of sales by any one
    |
0018|     owner of interests, whether whole, fractional, segregated or
    |
0019|     undivided, in any oil, gas or mineral lease, fee or title or
    |
0020|     contract relating thereto, shall not exceed twenty-five,
    |
0021|     provided that such sales shall be made only to persons meeting
    |
0022|     suitability standards established by rule or order of the
    |
0023|     director and that investors are provided with such disclosure
    |
0024|     documents and other information as the director may require by
    |
0025|     rule or order;
    |
<center>- 17 -</center>

0001|                    (2)  no use is made of advertisement or public
    |
0002|     solicitation; and
    |
0003|                    (3)  if such sale or offer is made by an agent
    |
0004|     for such owner or owners, such agent shall be licensed
    |
0005|     pursuant to the New Mexico Securities Act of 1986.  No
    |
0006|     commission shall be paid to an agent not licensed pursuant to
    |
0007|     that act; <u>and
</u>    |
<u></u>0008| <u>              U.  a transaction pursuant to an offer to sell
</u>    |
<u></u>0009| <u>    securities of an issuer if:
</u>    |
<u></u>0010| <u>                   (1)  the transaction is part of an issue in
</u>    |
<u></u>0011| <u>    which there are no more than ten purchasers in this state
</u>    |
<u></u>0012| <u>    during any twelve consecutive months;
</u>    |
<u></u>0013| <u>                   (2)  no general solicitation or general
</u>    |
<u></u>0014| <u>    advertising is used in connection with the offer to sell or
</u>    |
<u></u>0015| <u>    the sale of the securities;
</u>    |
<u></u>0016| <u>                   (3)  no commission or other remuneration is
</u>    |
<u></u>0017| <u>    paid or given, directly or indirectly, to a person other than
</u>    |
<u></u>0018| <u>    a broker-dealer licensed or not required to be licensed
</u>    |
<u></u>0019| <u>    pursuant to the New Mexico Securities Act of 1986 for
</u>    |
<u></u>0020| <u>    soliciting a prospective purchaser in this state; and either
</u>    |
<u></u>0021| <u>                   (4)  the seller reasonably believes that all
</u>    |
<u></u>0022| <u>    of the purchasers in this state are purchasing for investment;
</u>    |
<u></u>0023| <u>    or
</u>    |
<u></u>0024| <u>                   (5)  immediately before and immediately after
</u>    |
<u></u>0025| <u>    the transaction, the issuer reasonably believes that the
</u>    |
<center>- 18 -</center>

<u></u>0001| <u>    securities of the issuer are held by fifty or fewer beneficial
</u>    |
<u></u>0002| <u>    owners and the transaction is part of an aggregate offering
</u>    |
<u></u>0003| <u>    that does not exceed five hundred thousand dollars ($500,000)
</u>    |
<u></u>0004| <u>    during any twelve consecutive months.</u>
    |
0005|          For the purposes of <s>[this subsection]</s> <u>Subsection T of
</u>    |
<u></u>0006| <u>    this section</u>, "principally operating in New Mexico" means a
    |
0007|     corporation <u>or limited liability company</u> organized under the
    |
0008|     law of this state, a corporation <u>in which</u> a majority in
    |
0009|     interest of <s>[whose]</s> <u>the</u> shareholders are residents of this
    |
0010|     state, <u>a limited liability company in which a majority in
</u>    |
<u></u>0011| <u>    interest of the members are residents of this state</u>, a
    |
0012|     partnership in which a majority in interest of the partners
    |
0013|     are residents of this state, a trust in which a majority in
    |
0014|     interest of the beneficiaries are residents of this state or a
    |
0015|     sole proprietorship in which the owner is a resident of this
    |
0016|     state."
    |
0017|          Section 3.  EFFECTIVE DATE.--The effective date of the
    |
0018|     provisions of this act is July 1, 1998.
    |
0019|                              
    |