reglab/housing_qa huggingface dataset:
15 PA Cons Stat § 8842 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 88 - Limited Liability Companies|Section 8842 - Form of contribution

§ 8842. Form of contribution. A contribution may consist of: (1) property transferred to, services performed for or another benefit provided to the limited liability company;  (2) an agreement to transfer property to, perform services for or provide another benefit to the company; or  (3) any combination of items listed in paragraphs (1) and (2).   Cross References. Section 8842 is referred to in section 8812 of this title.
15 PA Cons Stat § 8843 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 88 - Limited Liability Companies|Section 8843 - Liability for contributions

§ 8843. Liability for contributions. (a) Obligation not excused.--A person's obligation to make a contribution to a limited liability company is not excused by the person's death, disability, termination or other inability to perform personally.  (b) Substitute payment.--If a person does not fulfill an obligation to make a contribution other than money, the person is obligated at the option of the limited liability company to contribute money equal to the value, as stated in the records of the company, of the part of the contribution which has not been made.  (c) Compromise of obligation.--The obligation of a person to make a contribution may be compromised only by the affirmative vote or consent of all the members. If a creditor of a limited liability company extends credit or otherwise acts in reliance on an obligation described under subsection (a) without knowledge or notice of a compromise under this subsection, the creditor may enforce the obligation.
15 PA Cons Stat § 8844 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 88 - Limited Liability Companies|Section 8844 - Sharing of and right to distributions before dissolution

§ 8844. Sharing of and right to distributions before dissolution. (a) General rule.--Any distribution made by a limited liability company before its dissolution and winding up shall be in equal shares among members and persons dissociated as members, except as provided in section 8852(b) (relating to transfer of transferable interest) or to the extent necessary to comply with a charging order in effect under section 8853 (relating to charging order).  (b) No entitlement to distribution.--Except as provided under subsection (e), a person has a right to a distribution before the dissolution and winding up of a limited liability company only if the company decides to make an interim distribution.  (c) Distribution in kind.--A person does not have a right to demand or receive a distribution from a limited liability company in any form other than money. Except as provided in section 8877(d) (relating to disposition of assets in winding up), a limited liability company may distribute an asset in kind only if each part of the asset is fungible with each other part and each person receives a percentage of the asset equal in value to the person's share of distributions.  (d) Status as creditor.--If a member or transferee becomes entitled to receive a distribution, the member or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution, except that the company's obligation to make a distribution is subject to offset for any amount owed to the company by the member or transferee on whose account the distribution is made.  (e) Distribution upon event of dissociation.--Upon the effectiveness of a transaction under Chapter 3 (relating to entity transactions) or an amendment of the certificate of organization or operating agreement that results in either case in an event of dissociation but does not result in the dissolution of the limited liability company, the dissociating member may elect in record form to receive in lieu of the property that the person would be entitled to receive pursuant to the terms of the transaction or amendment:  (1) any distribution to which the member is entitled under the operating agreement on the terms provided in the operating agreement; and  (2) within a reasonable time after dissociation, the fair value of the interest of the member in the company as of the date of dissociation based upon the right of the member to share in distributions from the company.    Cross References. Section 8844 is referred to in sections 8817, 8863 of this title.
15 PA Cons Stat § 8846 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 88 - Limited Liability Companies|Section 8846 - Liability for improper distributions

§ 8846. Liability for improper distributions. (a) General rule.--Except as provided in subsection (b), if a member of a member-managed limited liability company or manager of a manager-managed limited liability company consents to a distribution made in violation of section 8845 (relating to limitations on distributions) and in consenting to the distribution fails to comply with section 8849.1 (relating to standards of conduct for members) or 8849.2 (relating to standards of conduct for managers), the member or manager is personally liable to the company for the amount of the distribution which exceeds the amount that could have been distributed without the violation of section 8845.  (b) Members without authority.--To the extent the operating agreement of a member-managed limited liability company relieves a member of the authority and responsibility to consent to distributions and imposes that authority and responsibility on one or more other members, the liability stated in subsection (a) applies to the other members and not the member that the operating agreement relieves of authority and responsibility.  (c) Recipients.--A person that receives a distribution knowing that the distribution violated section 8845 is personally liable to the limited liability company but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid under section 8845.  (d) Contribution.--A person against which an action is commenced because the person is liable under subsection (a) may:  (1) join any other person that is liable under subsection (a) or otherwise seek to enforce a right of contribution from the person; and  (2) join any person that is liable under subsection (c) or otherwise seek to enforce a right of contribution from the person in the amount the person is liable for under subsection (c).  (e) Statute of repose.--An action under this section is barred unless commenced within two years after the distribution.
15 PA Cons Stat § 8849 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 88 - Limited Liability Companies|Section 8849 - (Reserved)

§ 8849. (Reserved).
15 PA Cons Stat § 8851 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 88 - Limited Liability Companies|Section 8851 - Nature of transferable interest

§ 8851. Nature of transferable interest. (a) Personal property.--A transferable interest is personal property.  (b) Only right that may be transferred.--A person may not transfer to a person not a member any rights in a limited liability company other than a transferable interest.
15 PA Cons Stat § 8852 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 88 - Limited Liability Companies|Section 8852 - Transfer of transferable interest

§ 8852. Transfer of transferable interest. (a) General rule.--Subject to section 8853(f) (relating to charging order), a transfer, in whole or in part, of a transferable interest:  (1) is permissible; (2) does not by itself cause the dissociation of the transferor as a member or a dissolution and winding up of the limited liability company's activities and affairs; and  (3) subject to section 8854 (relating to power of personal representative of deceased member), does not entitle the transferee to:  (i) participate in the management or conduct of the company's activities and affairs; or  (ii) except as provided in subsection (c), have access to records or other information concerning the company's activities and affairs.  (b) Right to distributions.--A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.  (c) Right to account on dissolution.--In a dissolution and winding up of a limited liability company, a transferee is entitled to an account of the company's transactions only from the date of dissolution.  (d) Certificate of interest.--A transferable interest may be evidenced by a certificate of the interest issued by the limited liability company in record form and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate.  (e) Recognition of transferee's rights.--A limited liability company need not give effect to a transferee's rights under this section until the company knows or has notice of the transfer.  (f) Transfer restrictions.--A transfer of a transferable interest in violation of a restriction on transfer contained in the operating agreement is ineffective if the intended transferee has knowledge or notice of the restriction at the time of transfer.  (g) Rights retained by transferor.--Except as provided in section 8861(5)(ii) (relating to events causing dissociation), if a member transfers a transferable interest, the transferor retains the rights of a member other than the transferable interest transferred and retains all the duties and obligations of a member.    Cross References. Section 8852 is referred to in sections 8844, 8853, 8854 of this title.
15 PA Cons Stat § 8854 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 88 - Limited Liability Companies|Section 8854 - Power of personal representative of deceased member

§ 8854. Power of personal representative of deceased member. If a member dies, the deceased member's personal representative may exercise: (1) the rights of a transferee provided in section 8852(c) (relating to transfer of transferable interest); and  (2) for the purposes of settling the estate, the rights the deceased member had under section 8850 (relating to rights to information).    Cross References. Section 8854 is referred to in sections 8850, 8852, 8863 of this title.
15 PA Cons Stat § 8862 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 88 - Limited Liability Companies|Section 8862 - Power to dissociate and wrongful dissociation

§ 8862. Power to dissociate and wrongful dissociation. (a) Power to dissociate.--A person has the power to dissociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by express will under section 8861(1) (relating to events causing dissociation).  (b) Wrongful dissociation.--A person's dissociation as a member is wrongful only if the dissociation:  (1) is in breach of an express provision of the operating agreement; or (2) occurs before the completion of the winding up of the limited liability company and: (i) the person withdraws as a member by express will; (ii) the person is expelled as a member by judicial order under section 8861(6); (iii) the person is dissociated under section 8861(8); or (iv) the person is expelled or otherwise dissociated as a member because it willfully dissolved or terminated, except that this subparagraph does not apply to a person that is:  (A) a trust that is not a business or statutory trust; (B) an estate; or (C) an individual. (c) Damages for wrongful dissociation.--A person that wrongfully dissociates as a member is liable to the limited liability company and, subject to section 8881 (relating to direct action by member), to the other members for damages caused by the dissociation. The liability is in addition to any debt, obligation or other liability of the member to the company or the other members.
15 PA Cons Stat § 8863 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 88 - Limited Liability Companies|Section 8863 - Effects of dissociation

§ 8863. Effects of dissociation. (a) General rule.--If a person is dissociated as a member:  (1) the person's rights as a member terminate; (2) if the company is member-managed, the person's duties and obligations under section 8849.1 (relating to standards of conduct for members) as a member end with regard to matters arising and events occurring after the person's dissociation; and  (3) subject to sections 8844(e) (relating to sharing of and right to distributions before dissolution) and 8854 (relating to power of personal representative of deceased member) and Chapter 3 (relating to entity transactions), any transferable interest owned by the person in the person's capacity as a member immediately before dissociation as a member is owned by the person solely as a transferee.  (b) Existing obligations not discharged.--A person's dissociation as a member does not of itself discharge the person from any debt, obligation or other liability to the company or the other members which the person incurred while a member.    Cross References. Section 8863 is referred to in section 8812 of this title.
15 PA Cons Stat § 8871 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 88 - Limited Liability Companies|Section 8871 - Events causing dissolution

§ 8871. Events causing dissolution. (a) General rule.--A limited liability company is dissolved, and its activities and affairs shall be wound up, upon the occurrence of any of the following:  (1) An event or circumstance that the operating agreement states causes dissolution. (2) The consent of all the members. (3) The passage of 180 consecutive days after the company ceases to have any members unless before the end of the period:  (i) consent to admit at least one specified person as a member is given by transferees owning the rights to receive a majority of distributions as transferees at the time the consent is to be effective; and  (ii) at least one person becomes a member in accordance with the consent. (4) On application by a member, the entry by the court of an order dissolving the company on the grounds that:  (i) the conduct of all or substantially all the company's activities and affairs is unlawful; (ii) it is not reasonably practicable to carry on the company's activities and affairs in conformity with the certificate of organization and the operating agreement; or  (iii) the managers or those members in control of the company: (A) have acted, are acting, or will act in a manner that is illegal or fraudulent; or (B) have acted or are acting in a manner that is oppressive and was, is or will be directly harmful to the applicant.  (b) Other remedies.--In a proceeding brought under subsection (a)(4)(iii)(B), the court may order a remedy other than dissolution.  (c) Cross reference.--See section 8815(c)(15) (relating to contents of operating agreement).    Cross References. Section 8871 is referred to in sections 8815, 8841, 8872 of this title.
15 PA Cons Stat § 8873 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 88 - Limited Liability Companies|Section 8873 - (Reserved)

§ 8873. (Reserved).
15 PA Cons Stat § 8874 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 88 - Limited Liability Companies|Section 8874 - Known claims against dissolved limited liability company

§ 8874. Known claims against dissolved limited liability company. (a) General rule.--Except as provided in subsection (d), a dissolved limited liability company may give notice of a known claim under subsection (b), which has the effect provided in subsection (c).  (b) Required notice.--A dissolved limited liability company may notify in record form its known claimants of the dissolution. The notice must:  (1) specify the information required to be included in a claim; (2) state that a claim must be in writing and provide a mailing address to which the claim is to be sent;  (3) state the deadline for receipt of a claim, which may not be less than 120 days after the date the notice is received by the claimant; and  (4) state that the claim will be barred if not received by the deadline. (c) Claims barred.--A claim against a dissolved limited liability company is barred if the requirements of subsection (b) are met and:  (1) the claim is not received by the specified deadline; or (2) if the claim is timely received but rejected by the company: (i) the company causes the claimant to receive a notice in record form stating that the claim is rejected and will be barred unless the claimant commences an action against the company to enforce the claim within 90 days after the claimant receives the notice; and  (ii) the claimant does not commence the required action within 90 days after the complainant receives the notice.  (d) Later arising claims.--This section shall not apply to a claim based on an event occurring after the effective date of dissolution or a liability that on that date is contingent.    Cross References. Section 8874 is referred to in sections 8845, 8875 of this title.
15 PA Cons Stat § 8875 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 88 - Limited Liability Companies|Section 8875 - Other claims against dissolved limited liability company

§ 8875. Other claims against dissolved limited liability company. (a) Permissive notice.--A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice.  (b) Notice procedure.--A notice under subsection (a) must:  (1) be officially published one time; (2) describe the information required to be contained in a claim, state that the claim must be in writing and provide a mailing address to which the claim is to be sent; and  (3) state that a claim against the limited liability company is barred unless an action to enforce the claim is commenced within two years after publication of the notice.  (c) Claims barred.--If a dissolved limited liability company publishes a notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the company within two years after the publication date of the notice:  (1) a claimant that did not receive notice in record form under section 8874 (relating to known claims against dissolved limited liability company);  (2) a claimant whose claim was timely sent to the company but not acted on; and (3) a claimant whose claim is contingent at, or based on an event occurring after, the effective date of dissolution.  (d) Claims not barred.--A claim not barred under this section or section 8874 may be enforced:  (1) against a dissolved limited liability company, to the extent of its undistributed assets; and  (2) except as provided in section 8876 (relating to court proceedings), if assets of the company have been distributed after dissolution, against a member or transferee to the extent of that person's proportionate share of the claim or of the company's assets distributed to the member or transferee after dissolution, whichever is less, except that a person's total liability for all claims under this paragraph may not exceed the total amount of assets distributed to the person after dissolution.    Cross References. Section 8875 is referred to in sections 8845, 8876 of this title.
15 PA Cons Stat § 8876 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 88 - Limited Liability Companies|Section 8876 - Court proceedings

§ 8876. Court proceedings. (a) Determination of security.--A dissolved limited liability company that has officially published a notice under section 8875 (relating to other claims against dissolved limited liability company) may file an application with the court for a determination of the amount and form of security to be provided for payment of claims that are reasonably expected to arise after the date of dissolution based on facts known to the company and:  (1) at the time of application: (i) are contingent; or (ii) have not been made known to the company; or (2) are based on an event occurring after the effective date of dissolution. (b) When security not required.--Security is not required for any claim that is or is reasonably anticipated to be barred under section 8875(c).  (c) Notice.--Within 10 days after the filing of an application under subsection (a), the dissolved limited liability company shall give notice of the proceeding to each claimant holding a contingent claim known to the company.  (d) Guardian ad litem.--In any proceeding under this section, the court may appoint a guardian ad litem to represent all claimants whose identities are unknown. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, must be paid by the dissolved limited liability company.  (e) Effect on contingent claims.--A dissolved limited liability company that provides security in the amount and form ordered by the court under subsection (a) satisfies the company's obligations with respect to claims that are contingent, have not been made known to the company or are based on an event occurring after the effective date of dissolution. The claims may not be enforced against a member or transferee that received assets in liquidation.    Cross References. Section 8876 is referred to in sections 8845, 8875 of this title.
15 PA Cons Stat § 8877 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 88 - Limited Liability Companies|Section 8877 - Disposition of assets in winding up

§ 8877. Disposition of assets in winding up. (a) Creditors.--In winding up its activities and affairs, a limited liability company shall apply its assets to discharge its obligations to creditors, including members that are creditors.  (b) Surplus.--After a limited liability company complies with subsection (a), any surplus shall be distributed in the following order, subject to any charging order in effect under section 8853 (relating to charging order):  (1) to each owner of a transferable interest that reflects contributions made and not previously returned, an amount equal to the value of the unreturned contributions; and  (2) among owners of transferable interests in proportion to their respective rights to share in distributions immediately before the dissolution of the company.  (c) Insufficient assets.--If a limited liability company does not have sufficient surplus to comply with subsection (b)(1), any surplus must be distributed among the owners of transferable interests in proportion to the value of the respective unreturned contributions.  (d) Form of payment.--All distributions made under subsections (b) and (c) must be paid in money.    Cross References. Section 8877 is referred to in sections 8844, 8845 of this title.