reglab/housing_qa huggingface dataset:
AL Code § 10A-5-6.04 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5 - Limited Liability Companies.|Article 6 - Transfer of Membership Interest.|Section 10A-5-6.04 - Death or Incompetency of Member. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-6.04Death or incompetency of member. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as otherwise provided in the governing documents: (1) If a member who is an individual dies or if a court of competent jurisdiction adjudges a member to be incompetent to manage the member's person or property, the member's personal representative, conservator, legal representative, heirs, or legatees may exercise all the member's financial rights for the purpose of settling the member's estate or administering the member's property, including any power the member had to transfer the membership interest. (2) If a member is a corporation, limited liability company, trust, general partnership, limited partnership, registered limited liability partnership, custodianship, or other entity and is dissolved or terminated, the financial rights of that member may be exercised by the legal representative or successor of that member. (b) The personal representative, conservator, legal representative, heirs, or legatees of a deceased or incompetent member shall have the same rights and duties with respect to the inspection and copying of the books and records of the limited liability company that a member would have under Sections 10A-1-3.31, 10A-1-3.32, and 10A-5-2.06 and subdivision (1) of subsection (k) of Section 10A-5-3.03. The duties of care and loyalty specified in Section 10A-5-3.03, including any modifications specified therein, shall inure to the benefit of the personal representative, conservator, legal representative, heirs, or legatees of a deceased or incompetent member. (Acts 1993, No. 93-724, p. 1425, §34; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-34; amended and renumbered by Act 2009-513, p. 967, §234.)
AL Code § 10A-5-6.05 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5 - Limited Liability Companies.|Article 6 - Transfer of Membership Interest.|Section 10A-5-6.05 - Member's Financial Rights Subject to Charging Order. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-6.05Member's financial rights subject to charging order. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) On application to a court of competent jurisdiction by any judgment creditor of a member or assignee, the court may charge the interest of the member or assignee with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of financial rights. This section shall be the sole and exclusive remedy of a judgment creditor with respect to the judgment debtor's membership interest. (b) This chapter does not deprive any member of the benefit of any exemption laws applicable to the member's limited liability company interest. (Acts 1993, No. 93-724, p. 1425, §35; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-35; amended and renumbered by Act 2009-513, p. 967, §234.)
AL Code § 10A-5-7.01 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5 - Limited Liability Companies.|Article 7 - Dissolution.|Section 10A-5-7.01 - Events of Dissolution. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-7.01Events of dissolution. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. A limited liability company is dissolved and its affairs shall be wound up upon occurrence of the first of the following events: (1) Events specified in the governing documents. (2) Written consent of all members to dissolve. (3) When there is no remaining member, unless either of the following applies: a. The holders of all the financial rights in the limited liability company agree in writing, within 90 days after the cessation of membership of the last member, to continue the legal existence and business of the limited liability company and to appoint one or more new members. b. The legal existence and business of the limited liability company is continued and one or more new members are appointed in the manner stated in the governing documents. (4) When the limited liability company is not the successor limited liability company in the merger or consolidation with one or more limited liability companies or other entities. (5) Entry of a decree of judicial dissolution under Section 10A-5-7.02. (Acts 1993, No. 93-724, p. 1425, §37; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-37; amended and renumbered by Act 2009-513, p. 967, §236.)
AL Code § 10A-5-7.02 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5 - Limited Liability Companies.|Article 7 - Dissolution.|Section 10A-5-7.02 - Judicial Dissolution. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-7.02Judicial dissolution. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. On application by or for a member, the circuit court for the county in which the certificate of formation is filed may decree dissolution of a limited liability company whenever it is not reasonably practicable to carry on the business in conformity with the governing documents. (Acts 1993, No. 93-724, p. 1425, §38; §10-12-38; amended and renumbered by Act 2009-513, p. 967, §236.)
AL Code § 10A-5-7.03 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5 - Limited Liability Companies.|Article 7 - Dissolution.|Section 10A-5-7.03 - Winding Up. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-7.03Winding up. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as otherwise provided in the governing documents, the members who have not wrongfully dissolved a limited liability company may wind up the limited liability company's business and affairs. (b) A person winding up a limited liability company's business may: Preserve the company business or property as a going concern for a reasonable time; prosecute and defend actions and proceedings, whether civil, criminal, or administrative; settle and close the limited liability company's business; dispose of and transfer property; discharge the limited liability company's liabilities; distribute the assets of the limited liability company pursuant to Section 10A-5-7.05; and perform other necessary and appropriate acts. (Acts 1993, No. 93-724, p. 1425, §39; §10-12-39; amended and renumbered by Act 2009-513, p. 967, §236.)
AL Code § 10A-5-7.04 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5 - Limited Liability Companies.|Article 7 - Dissolution.|Section 10A-5-7.04 - Survival of Remedy After Dissolution. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-7.04Survival of remedy after dissolution. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) A dissolved limited liability company continues its existence but may not carry on any business except that necessary or appropriate to wind up and liquidate its business and affairs. (b) Dissolution of a limited liability company does not: (1) Transfer title to the limited liability company assets. (2) Terminate or suspend a proceeding pending by or against the limited liability company on the effective date of dissolution. (3) Terminate the authority of the registered agent of the limited liability company. (Acts 1993, No. 93-724, p. 1425, §40; §10-12-40; amended and renumbered by Act 2009-513, p. 967, §236.)
AL Code § 10A-5-7.05 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5 - Limited Liability Companies.|Article 7 - Dissolution.|Section 10A-5-7.05 - Distribution of Assets Upon Dissolution. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-7.05Distribution of assets upon dissolution. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. Upon the winding up of a limited liability company, the assets of the limited liability company shall be distributed in the following order of priority: (1) To creditors, including members who are creditors to the extent allowed by Section 10A-5-3.01 or otherwise permitted by law, in order of priority as provided by law, except those liabilities to members of the limited liability company for interim distributions or on account of their contributions. (2) Except as otherwise provided in the governing documents, to members of the limited liability company and former members for interim distributions and in respect of their contributions. (3) Except as otherwise provided in the governing documents, to members first for the return of their contributions and second with respect to their interests in the limited liability company, in the proportions in which the members share in distributions. (Acts 1993, No. 93-724, p. 1425, §41; §10-12-41; amended and renumbered by Act 2009-513, p. 967, §236.)
AL Code § 10A-5-7.06 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5 - Limited Liability Companies.|Article 7 - Dissolution.|Section 10A-5-7.06 - Articles of Dissolution. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-7.06Articles of dissolution. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) After the dissolution of the limited liability company pursuant to Section 10A-5-7.01, the limited liability company shall file articles of dissolution in the office of the judge of probate of the county in which the certificate of formation was filed. The articles of dissolution shall set forth: (1) The name of the limited liability company. (2) The date of filing its certificate of formation. (3) The reason for filing the articles of dissolution. (4) The effective date of the articles of dissolution, which shall be a date certain, if they are not to be effective immediately. (5) Any other information the members or managers filing the articles deem appropriate. (b) The articles of dissolution and two copies shall be delivered to the judge of probate. If the judge of probate finds that the articles of dissolution conform to law and that all fees prescribed in this chapter have been paid, the judge of probate shall: (1) Endorse on the articles of dissolution and on each copy the word "Filed" and the hour, day, month, and year of the filing. (2) File the articles of dissolution in the office of the judge of probate and certify two copies. (3) Issue a certificate of dissolution to which a certified copy of the articles of dissolution shall be affixed, and return the certificate of dissolution with the certified copy of the articles of dissolution affixed to the representative of the dissolved limited liability company. (4) Within 10 days after the issuance of a certificate of dissolution, transmit to the Secretary of State a certified copy of the articles of dissolution, indicating the place, date, and time of filing of the certificate. (Acts 1993, No. 93-724, p. 1425, §42; §10-12-42; amended and renumbered by Act 2009-513, p. 967, §236.)
AL Code § 10A-5-9.01 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5 - Limited Liability Companies.|Article 9 - Merger and Consolidation.|Section 10A-5-9.01 - Merger and Consolidation. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-9.01Merger and consolidation. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Pursuant to any agreement, a domestic limited liability company may merge or consolidate with or into one or more limited liability companies or other business entities formed or organized under the laws of this state, any other state, the United States, or any foreign jurisdiction, with the domestic limited liability company or the other business entity being the surviving or resulting domestic limited liability company or other business entity. Except as otherwise specifically provided for in the operating agreement, a merger shall be approved by each domestic limited liability company which is to merge by all the members at the time approval of the merger is voted on. (b) Notwithstanding prior approval, an agreement of merger may be terminated prior to filing articles of merger with the Secretary of State or amended pursuant to a provision for the termination or amendment contained in the agreement of merger. (Acts 1993, No. 93-724, p. 1425, §54; §10-12-54; amended and renumbered by Act 2009-513, p. 967, §242.)
AL Code § 10A-5-9.03 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5 - Limited Liability Companies.|Article 9 - Merger and Consolidation.|Section 10A-5-9.03 - Vesting of Certain Rights, Privileges, Powers, Property, Liabilities, and Duties. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-9.03Vesting of certain rights, privileges, powers, property, liabilities, and duties. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) When any merger has become effective under this chapter, for all purposes of the laws of the state, all the rights, privileges, and powers of each of the domestic limited liability companies and other business entities that have merged, and all property, real, personal, and mixed, and all debts due to any of the domestic limited liability companies and other business entities, as well as all other things and causes of action belonging to each of the domestic limited liability companies and other business entities, shall be vested in the surviving or resulting domestic limited liability company or other business entity, and shall thereafter be the property of the surviving or resulting domestic limited liability company or other business entity as they were of each of the domestic limited liability companies and other business entities that have merged. The title to any real property vested by deed or otherwise in any of the domestic limited liability companies and other business entities shall not revert or be in any way impaired by reason of this chapter. (b) All rights of creditors and all liens upon any property of any of the domestic limited liability companies and other business entities shall be preserved unimpaired, and all debts, liabilities and duties of each of the domestic limited liability companies and other business entities that have merged shall attach to the surviving or resulting domestic limited liability company or other business entity, and may be enforced against it to the same extent as if the debts, liabilities, and duties had been incurred or contracted by it. (c) Unless otherwise provided in the articles of merger, a merger, of a domestic limited liability company, including a domestic limited liability company which is not the surviving or resulting entity in the merger, shall not require the domestic limited liability company to wind up its business and affairs, or pay its liabilities and distribute its assets. (Acts 1993, No. 93-724, p. 1425, §56; §10-12-56; amended and renumbered by Act 2009-513, p. 967, §242.)
AL Code § 10A-5-9.04 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5 - Limited Liability Companies.|Article 9 - Merger and Consolidation.|Section 10A-5-9.04 - Recording of Articles of Merger; Effect When Secretary of State Files Articles; Copy of Certified Articles Conclusive Evidence of Matters. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-9.04Recording of articles of merger; effect when Secretary of State files articles; copy of certified articles conclusive evidence of matters. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. The articles of merger required by this chapter to be filed with the Secretary of State shall also be recorded in the office of the judge of probate in the county in which the limited liability company is required to file its certificate of formation and in each county in which a limited liability company which is a party to the merger is required to file its certificate of formation; provided, however, that when the articles are filed by the Secretary of State, the matters covered by the articles shall be effective as stated therein, and a copy of the articles certified by the Secretary of State shall be conclusive evidence of the matters covered therein. (Acts 1993, No. 93-724, p. 1425, §57; §10-12-57; amended and renumbered by Act 2009-513, p. 967, §242.)
AL Code § 10A-5-9.05 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5 - Limited Liability Companies.|Article 9 - Merger and Consolidation.|Section 10A-5-9.05 - Applicability of Article 11 of Chapter 2; Merger and Conversion Provisions to Limited Liability Companies Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-9.05Applicability of Article 11 of Chapter 2; merger and conversion provisions to limited liability companies REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. To the extent applicable, the provisions and requirements of Article 11, commencing with Section 10A-2-11.01, of Chapter 2, relating to mergers of corporations, shall apply to mergers between corporations, domestic limited liability companies, and other business entities as defined by this chapter. Domestic limited liability companies and other business entities shall be treated as corporations for the purposes of applying the procedures, requirements, and effects prescribed in that article. (Acts 1993, No. 93-724, p. 1425, §58; §10-12-58; amended and renumbered by Act 2009-513, p. 967, §242.)
AL Code § 10A-5-9.06 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5 - Limited Liability Companies.|Article 9 - Merger and Consolidation.|Section 10A-5-9.06 - Nonexclusivity. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-9.06Nonexclusivity. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. The provisions of this article pertaining to mergers of limited liability companies are not exclusive. A domestic limited liability company may merge with or convert to another type of entity as permitted by Article 8 of Chapter 1. (Act 2009-513, p. 967, §243.)
AL Code § 10A-5A-1.01 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5A - Alabama Limited Liability Company Law of 2014.|Article 1 - General Provisions.|Section 10A-5A-1.01 - Short Title.

Section 10A-5A-1.01Short title.  This chapter and Chapter 1, to the extent applicable to limited liability companies, shall be known and may be cited as the Alabama Limited Liability Company Law. (Act 2014-144, p. 265, §1; Act 2019-304, §1.)
AL Code § 10A-5A-1.03 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5A - Alabama Limited Liability Company Law of 2014.|Article 1 - General Provisions.|Section 10A-5A-1.03 - Knowledge; Notice.

Section 10A-5A-1.03Knowledge; notice. (a) A person knows a fact when the person: (1) has actual knowledge of it; or (2) is deemed to know it under law other than this chapter. (b) A person has notice of a fact when the person: (1) knows of it;  (2) receives notification of it;  (3) has reason to know the fact from all of the facts known to the person at the time in question; or (4) is deemed to have notice of the fact under subsection (d).  (c) A person notifies another of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person knows the fact.  (d) A person is deemed to have notice of a limited liability company's: (1) matters included in the certificate of formation under Sections 10A-5A-2.01(a)(1), (a)(2), (a)(3), (a)(4) and, if applicable, (a)(5) upon filing; (2) dissolution, 90 days after a statement of dissolution under Section 10A-5A-7.02(b)(1) becomes effective;  (3) merger or conversion, 90 days after a statement of merger or statement of conversion under Article 10 becomes effective; and (4) reinstatement, 90 days after a certificate of reinstatement under Section 10A-5A-7.08 becomes effective. (e) A member's knowledge, notice or receipt of a notification of a fact relating to the limited liability company is not knowledge, notice or receipt of a notification of a fact by the limited liability company solely by reason of the member's capacity as a member. (Act 2014-144, p. 265, §1.)
AL Code § 10A-5A-1.04 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5A - Alabama Limited Liability Company Law of 2014.|Article 1 - General Provisions.|Section 10A-5A-1.04 - Powers and Privileges.

Section 10A-5A-1.04Powers and privileges. (a) A limited liability company is a separate legal entity. A limited liability company's status for tax purposes shall not affect its status as a separate legal entity formed under this chapter.  (b) A limited liability company shall possess and may exercise all the powers and privileges granted and enumerated by Chapter 1 or by any other law or by its limited liability company agreement, together with any powers incidental thereto, including those powers and privileges necessary or convenient to the conduct, promotion, or attainment of the business, purposes, or activities and affairs of the limited liability company. (c) A limited liability company may carry on any lawful activity, whether or not for profit.  (d) A series established under this chapter has the power and capacity, in the series' own name, to: (1) sue and be sued; (2) contract; (3) hold and convey title to assets of the series, including real property, personal property, and intangible property; and (4) grant liens and security interests in assets of the series. (Act 2014-144, p. 265, §1.)
AL Code § 10A-5A-1.05 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5A - Alabama Limited Liability Company Law of 2014.|Article 1 - General Provisions.|Section 10A-5A-1.05 - Governing Law.

Section 10A-5A-1.05Governing law.  (a) The law of this state governs: (1) the organization and internal affairs of a limited liability company, or series thereof; (2) the liability of a member as a member for the debts, obligations, or other liabilities of a limited liability company, or series thereof; (3) the authority of the members and agents of a limited liability company, or series thereof; and (4) the availability and liability of the assets of a series or the limited liability company for the obligations of another series or the limited liability company. (b) The law of the state or other jurisdiction under which a foreign limited liability company is formed governs: (1) the organization and internal affairs of a foreign limited liability company, or series thereof; (2) the liability of a member as a member for the debts, obligations, or other liabilities of a foreign limited liability company, or series thereof; (3) the authority of the members and agents of a foreign limited liability company, or series thereof; and (4) the availability and liability of the assets of a series or the foreign limited liability company for the obligations of another series or the foreign limited liability company. (Act 2014-144, p. 265, §1; Act 2015-165, §1.)