reglab/housing_qa huggingface dataset:
AL Code § 10A-5A-7.06 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5A - Alabama Limited Liability Company Law of 2014.|Article 7 - Dissolution, Winding Up, and Reinstatement.|Section 10A-5A-7.06 - Application of Assets in Winding Up Limited Liability Company's Activities and Affairs.

Section 10A-5A-7.06Application of assets in winding up limited liability company's activities and affairs. THIS SECTION WAS AMENDED BY ACT 2021-299 IN THE 2021 REGULAR SESSION, EFFECTIVE JANUARY 1, 2022. TO SEE THE AMENDED VERSION, SEE THE VERSION LABELED PENDING. Notwithstanding Section 10A-1-9.12, upon the winding up of a limited liability company, the assets shall be applied as follows: (a) Payment, or adequate provision for payment, shall be made to creditors, including, to the extent permitted by law, members who are creditors, in satisfaction of liabilities of the limited liability company. (b) After a limited liability company complies with subsection (a), any surplus must be distributed: (1) first, to each person owning a transferable interest that reflects contributions made on account of the transferable interest and not previously returned, an amount equal to the value of the person's unreturned contributions; and (2) then to each person owning a transferable interest in the proportions in which the owners of transferable interests share in distributions before dissolution. (c) If the 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 their respective unreturned contributions. (Act 2014-144, p. 265, §1.)
AL Code § 10A-5A-7.07 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5A - Alabama Limited Liability Company Law of 2014.|Article 7 - Dissolution, Winding Up, and Reinstatement.|Section 10A-5A-7.07 - Reinstatement After Dissolution.

Section 10A-5A-7.07Reinstatement after dissolution.  THIS SECTION WAS AMENDED BY ACT 2021-299 IN THE 2021 REGULAR SESSION, EFFECTIVE JANUARY 1, 2022. TO SEE THE AMENDED VERSION, SEE THE VERSION LABELED PENDING. Notwithstanding Sections 10A-1-9.31 and 10A-1-9.32, a limited liability company that has been dissolved may be reinstated upon compliance with the following conditions:  (a) the consent shall have been obtained from the members or other persons entitled to consent at the time that is:  (1) required for reinstatement under the limited liability company agreement; or  (2) if the limited liability company agreement does not state the consent required for reinstatement, sufficient for dissolution under the limited liability company agreement; or (3) if the limited liability company agreement neither states the consent required for reinstatement nor for dissolution, sufficient for dissolution under this chapter; (b) in the case of a written objection to reinstatement having been delivered to the limited liability company before or at the time of the consent required by subsection (a) by the members or other persons having authority under the limited liability company agreement to bring about or prevent dissolution of the limited liability company, those members or persons withdrawing that written objection effective at the time of the consent required by subsection (a);  (c) in the case of a limited liability company dissolved in a judicial proceeding initiated by one or more of the members, the consent of each of those members shall have been obtained and shall be included in the consent required by subsection (a); and  (d) the filing of a certificate of reinstatement in accordance with Section 10A-5A-7.08. (Act 2014-144, p. 265, §1.)
AL Code § 10A-5A-7.08 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5A - Alabama Limited Liability Company Law of 2014.|Article 7 - Dissolution, Winding Up, and Reinstatement.|Section 10A-5A-7.08 - Certificate of Reinstatement.

Section 10A-5A-7.08Certificate of reinstatement. (a) In order to reinstate a limited liability company under this article, a certificate of reinstatement shall be delivered for filing to the Secretary of State which certificate of reinstatement shall have attached thereto a true and complete copy of the limited liability company's certificate of formation. The certificate of reinstatement shall state: (1) the name of the limited liability company before reinstatement;  (2) the name of the limited liability company following reinstatement, which limited liability company name shall comply with Section 10A-5A-7.09; (3) the date of formation of the limited liability company; (4) the date of dissolution of the limited liability company, if known; (5) a statement that all applicable conditions of Section 10A-5A-7.07 have been satisfied;  (6) the address of the registered office and the name of the registered agent at that address in compliance with Article 5 of Chapter 1; and (7) The unique identifying number or other designation as assigned by the Secretary of State. (b) A limited liability company shall not be required to file a statement of dissolution in order to file a certificate of reinstatement.  (c) A certificate of reinstatement shall be deemed to be a filing instrument under Chapter 1. (Act 2014-144, p. 265, §1; Act 2020-73, §10.)
AL Code § 10A-5A-7.09 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5A - Alabama Limited Liability Company Law of 2014.|Article 7 - Dissolution, Winding Up, and Reinstatement.|Section 10A-5A-7.09 - Limited Liability Company Name Upon Reinstatement.

Section 10A-5A-7.09Limited liability company name upon reinstatement.  The name of a limited liability company following reinstatement shall be determined as follows:  (a) If the limited liability company remains in the Secretary of State's records as a limited liability company which has not been dissolved, then the name of the limited liability company following reinstatement shall be that limited liability company name at the time of reinstatement.  (b) If the limited liability company is listed in the Secretary of State's records as a limited liability company that has been dissolved, then the name of a limited liability company following reinstatement shall be that limited liability company name at the time of reinstatement if that limited liability company name complies with Article 5 of Chapter 1 at the time of reinstatement. If that limited liability company name does not comply with Article 5 of Chapter 1, the name of the limited liability company following reinstatement shall be that limited liability company name followed by the word "reinstated." (c) A limited liability company shall not be required to file a statement of dissolution in order to retain or obtain the name of the limited liability company.  (Act 2014-144, p. 265, §1.)
AL Code § 10A-5A-7.10 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5A - Alabama Limited Liability Company Law of 2014.|Article 7 - Dissolution, Winding Up, and Reinstatement.|Section 10A-5A-7.10 - Effect of Reinstatement.

Section 10A-5A-7.10Effect of reinstatement.  (a) Subject to subsection (b), upon reinstatement, the limited liability company shall be deemed for all purposes to have continued its activities and affairs as if dissolution had never occurred; and each right inuring to, and each debt, obligation, and liability incurred by, the limited liability company after the dissolution shall be determined as if the dissolution had never occurred.  (b) The rights of persons acting in reliance on the dissolution before those persons had notice of the reinstatement shall not be adversely affected by the reinstatement.  (Act 2014-144, p. 265, §1.)
AL Code § 10A-5A-8.01 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5A - Alabama Limited Liability Company Law of 2014.|Article 8 - Limited Liabilty Companies Performing Professional Services.|Section 10A-5A-8.01 - Special Rules for Limited Liability Companies Performing Professional Services.

Section 10A-5A-8.01 Special rules for limited liability companies performing professional services.  (a) A limited liability company shall have the power to render professional services if it complies with the rules of the licensing authority for such profession. (b) Every individual who renders professional services as a member or as an employee of a limited liability company shall be liable for any negligent or wrongful act or omission in which the individual personally participates to the same extent the individual would be liable if the individual rendered the services as a sole practitioner. (c) Except as otherwise provided in subsection (b), the personal liability of a member of any limited liability company engaged in providing professional services shall be governed by Section 10A-5A-3.01. (d) The personal liability of a member, manager, or employee of a foreign limited liability company engaged in providing professional services shall be determined under the law of the jurisdiction in which the foreign limited liability company is organized. (e) Nothing in this article shall restrict or limit in any manner the authority or duty of a licensing authority with respect to individuals rendering a professional service within the jurisdiction of the licensing authority. Nothing in this article shall restrict or limit any law, rule, or regulation pertaining to standards of professional conduct. (f) Nothing in this article shall limit the authority of a licensing authority to impose requirements in addition to those stated in this chapter on any limited liability company or foreign limited liability company rendering professional services within the jurisdiction of the licensing authority. (g) A member's transferrable interest in a limited liability company organized to render professional services may be voluntarily transferred only to a qualified person. (Act 2014-144, p. 265, §1.)
AL Code § 10A-5A-9.01 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5A - Alabama Limited Liability Company Law of 2014.|Article 9 - Actions by Members.|Section 10A-5A-9.01 - Direct Action by Members.

Section 10A-5A-9.01Direct action by members.  (a) Subject to subsection (b), a member may maintain a direct action against another member or members or the limited liability company, or a series thereof, to enforce the member's rights and otherwise protect the member's interests, including rights and interests under the limited liability company agreement or this chapter or arising independently of the membership relationship. (b) A member maintaining a direct action under subsection (a) must plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited liability company, or series thereof. (c)(1) A member may maintain a direct action to enforce a right of a limited liability company if all members at the time of suit are parties to the action. (2) A member associated with a series may maintain a direct action to enforce a right of the series if all members associated with the series at the time of suit are parties to the action. (d) The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law. (Act 2014-144, p. 265, §1.)
AL Code § 10A-5A-9.02 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5A - Alabama Limited Liability Company Law of 2014.|Article 9 - Actions by Members.|Section 10A-5A-9.02 - Right of Derivative Action.

Section 10A-5A-9.02Right of derivative action.  (a) A member may commence or maintain a derivative action in the right of a limited liability company to enforce a right of the limited liability company by complying with this article.  (b) A member associated with a series of a limited liability company may commence or maintain a derivative action in the right of the series to enforce a right of the series by complying with this article.  (Act 2014-144, p. 265, §1.)
AL Code § 10A-5A-9.03 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5A - Alabama Limited Liability Company Law of 2014.|Article 9 - Actions by Members.|Section 10A-5A-9.03 - Standing.

Section 10A-5A-9.03Standing.  (a) A member may commence or maintain a derivative action in the right of the limited liability company only if the member: (1) fairly and adequately represents the interests of the limited liability company in enforcing the right of the limited liability company; and (2) either: (A) was a member of the limited liability company at the time of the act or omission of which the member complains; or (B) whose status as a member devolved upon the person by operation of law or pursuant to the terms of the limited liability company agreement from a person who was a member at the time of the act or omission of which the member complains. (b) A member associated with a series of a limited liability company may commence or maintain a derivative action in the right of the series only if the member: (1) fairly and adequately represents the interests of the series in enforcing the right of the series; and (2) either: (A) was associated with the series at the time of the act or omission of which the member complains; or (B) whose status as a member associated with the series devolved upon the person by operation of law or pursuant to the terms of the limited liability company agreement from a person who was a member associated with the series at the time of the act or omission of which the member complains. (Act 2014-144, p. 265, §1.)
AL Code § 10A-5A-9.04 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5A - Alabama Limited Liability Company Law of 2014.|Article 9 - Actions by Members.|Section 10A-5A-9.04 - Demand.

Section 10A-5A-9.04Demand.  A member may commence a derivative action in the right of the limited liability company, or a series thereof, if: (a) the member first makes a written demand upon the limited liability company or the series, as the case may be, to bring an action to enforce the right and the limited liability company or the series, as the case may be, does not bring the action within a reasonable time; or (b) a demand under subsection (a) would be futile. (Act 2014-144, p. 265, §1.)
AL Code § 10A-5A-9.05 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5A - Alabama Limited Liability Company Law of 2014.|Article 9 - Actions by Members.|Section 10A-5A-9.05 - Pleading.

Section 10A-5A-9.05Pleading.  In a derivative action, the complaint must state with particularity: (a) the date and content of plaintiff's demand and the response by the limited liability company or the series, as the case may be, to the demand; or (b) why the demand should be excused as futile. (Act 2014-144, p. 265, §1.)
AL Code § 10A-5A-9.06 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5A - Alabama Limited Liability Company Law of 2014.|Article 9 - Actions by Members.|Section 10A-5A-9.06 - Stay of Proceedings.

Section 10A-5A-9.06Stay of proceedings.  For the purpose of allowing the limited liability company or the series thereof, as the case may be, time to undertake an inquiry into the allegations made in the demand or complaint commenced pursuant to this article, the court may stay any derivative action for the period the court deems appropriate. (Act 2014-144, p. 265, §1.)
AL Code § 10A-5A-9.07 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5A - Alabama Limited Liability Company Law of 2014.|Article 9 - Actions by Members.|Section 10A-5A-9.07 - Discontinuance or Settlement.

Section 10A-5A-9.07Discontinuance or settlement.  A derivative action may not be dismissed or compromised without the approval of the court, and notice of the proposed dismissal or compromise shall be given to members of the limited liability company or the members associated with the series of the limited liability company, as the case may be, in such manner as the court directs. (Act 2014-144, p. 265, §1.)
AL Code § 10A-5A-9.08 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5A - Alabama Limited Liability Company Law of 2014.|Article 9 - Actions by Members.|Section 10A-5A-9.08 - Proceeds and Expenses.

Section 10A-5A-9.08Proceeds and expenses.  (a) Except as otherwise provided in subsection (b): (1) any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited liability company or series thereof, as the case may be, and not to the derivative plaintiff; and (2) if the derivative plaintiff receives any proceeds, the derivative plaintiff shall immediately remit them to the limited liability company or series thereof, as the case may be.  (b) If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, from the recovery of the limited liability company or the series thereof, as the case may be. (Act 2014-144, p. 265, §1.)
AL Code § 10A-5A-9.09 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5A - Alabama Limited Liability Company Law of 2014.|Article 9 - Actions by Members.|Section 10A-5A-9.09 - Applicability to Foreign Limited Liability Companies.

Section 10A-5A-9.09Applicability to foreign limited liability companies.  In any derivative action in the right of a foreign limited liability company, or a series thereof, the right of a person to commence or maintain a derivative action in the right of a foreign limited liability company, or a series thereof, and any matters raised in the action covered by Sections 10A-5A-9.02 through 10A-5A-9.08 shall be governed by the law of the jurisdiction under which the foreign limited liability company was formed; except that any matters raised in the action covered by Sections 10A-5A-9.06, 10A-5A-9.07, and 10A-5A-9.08 shall be governed by the law of this state. (Act 2014-144, p. 265, §1.)
AL Code § 10A-5A-10.01 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5A - Alabama Limited Liability Company Law of 2014.|Article 10 - Conversions and Mergers.|Section 10A-5A-10.01 - Conversion.

Section 10A-5A-10.01Conversion.  (a) An organization other than a limited liability company may convert to a limited liability company, and a limited liability company may convert to an organization other than a limited liability company pursuant to this section, Sections 10A-5A-10.02 through 10A-5A-10.03, and a plan of conversion, if: (1) the governing statute of the organization that is not a limited liability company authorizes the conversion; (2) the law of the jurisdiction governing the converting organization and the converted organization does not prohibit the conversion; and (3) the converting organization and the converted organization each comply with the governing statute and organizational documents applicable to that organization in effecting the conversion. (b) A plan of conversion must be in writing and must include: (1) the name, type of organization, and mailing address of the principal office of the converting organization, and its unique identifying number or other designation as assigned by the Secretary of State, if any, before conversion; (2) the name, type of organization, and mailing address of the principal office of the converted organization after conversion; (3) the terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration allowed in Section 10A-5A-10.01(c); and (4) the organizational documents of the converted organization. (c) In connection with a conversion, rights or securities of or interests in the converting organization may be exchanged for or converted into cash, property, or rights or securities of or interests in the converted organization, or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, or rights or securities of or interests in another organization or may be cancelled. (Act 2014-144, p. 265, §1; Act 2019-94, §2.)
AL Code § 10A-5A-10.02 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5A - Alabama Limited Liability Company Law of 2014.|Article 10 - Conversions and Mergers.|Section 10A-5A-10.02 - Action on Plan of Conversion by Converting Limited Liability Company.

Section 10A-5A-10.02Action on plan of conversion by converting limited liability company.  (a) Subject to Section 10A-5A-10.09, a plan of conversion must be consented to by all the members of a converting limited liability company. (b) Subject to Section 10A-5A-10.09 and any contractual rights, after a conversion is approved, and at any time before a filing is made under Section 10A-5A-10.03, a converting limited liability company may amend the plan or abandon the planned conversion: (1) as provided in the plan; and (2) except as prohibited by the plan, by the same consent as was required to approve the plan. (Act 2014-144, p. 265, §1.)
AL Code § 10A-5A-10.05 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5A - Alabama Limited Liability Company Law of 2014.|Article 10 - Conversions and Mergers.|Section 10A-5A-10.05 - Merger.

Section 10A-5A-10.05Merger. (a) A limited liability company may merge with one or more other constituent organizations pursuant to this section, Sections 10A-5A-10.06 through 10A-5A-10.08, and a plan of merger, if: (1) the governing statute of each of the other organizations authorizes the merger; (2) the merger is not prohibited by the law of a jurisdiction that enacted any of those governing statutes; and (3) each of the other organizations complies with its governing statute in effecting the merger. (b) A plan of merger must be in writing and must include: (1) the name, type of organization, and mailing address of the principal office of each constituent organization, the jurisdiction of the governing statute of each constituent organization, and the respective unique identifying number or other designation as assigned by the Secretary of State, if any, of each constituent organization; (2) the name, type of organization, and mailing address of the principal office of the surviving organization, the unique identifying number or other designation as assigned by the Secretary of State, if any, of the surviving organization, the jurisdiction of the governing statute of the surviving organization, and, if the surviving organization is to be created pursuant to the merger, a statement to that effect; (3) the terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration as allowed by subsection (c); (4) if the surviving organization is to be created pursuant to the merger, the surviving organization's organizational documents; and (5) if the surviving organization is not to be created pursuant to the merger, any amendments to be made by the merger to the surviving organization's organizational documents. (c) In connection with a merger, rights or securities of or interests in a constituent organization may be exchanged for or converted into cash, property, or rights or securities of or interests in the surviving organization, or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, or rights or securities of or interests in another organization or may be cancelled. (Act 2014-144, p. 265, §1; Act 2019-94, §2.)