reglab/housing_qa huggingface dataset:
DC Code § 29-801.09 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 8 - Limited Liability Companies|Subchapter I - General Provisions|§ 29-801.09. Operating agreement; effect on third parties and relationship to records effective on behalf of limited liability company

(a) An operating agreement may specify that its amendment requires the approval of a person that is not a party to the operating agreement or the satisfaction of a condition. An amendment shall be ineffective if its adoption does not include the required approval or satisfy the specified condition. (b) The obligations of a limited liability company and its members to a person in the person’s capacity as a transferee or dissociated member shall be governed by the operating agreement. Subject only to any court order issued under § 29-805.03(b)(2) to effectuate a charging order, an amendment to the operating agreement made after a person becomes a transferee or dissociated member shall be effective with regard to any debt, obligation, or other liability of the limited liability company or its members to the person in the person’s capacity as a transferee or dissociated member and is not effective to the extent the amendment imposes a new debt, obligation, or other liability on the transferee or person dissociated as a member. (c) If a record that has been delivered by a limited liability company to the Mayor for filing and has become effective under this chapter contains a provision that would be ineffective under § 29-801.07(c) or (d)(3) if contained in the operating agreement, the provision shall likewise be ineffective in the record. (d) Subject to subsection (c) of this section, if a record that has been delivered by a limited liability company to the Mayor for filing and has become effective under this chapter conflicts with a provision of the operating agreement: (1) The operating agreement shall prevail as to members, dissociated members, transferees, and managers; and (2) The record shall prevail as to other persons to the extent they reasonably rely on the record.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(h)(2)(F), 59 DCR 13171.)  Section References This section is referenced in § 29-801.07, § 29-802.01, and § 29-810.01. Effect of Amendments The 2013 amendment by D.C. Law 19-210 added “and is not effective to the extent the amendment imposes a new debt, obligation, or other liability on the transferee or person dissociated as a member” at the end of (b); and substituted “§ 29-801.07(c) or (d)(3)” for “§ 29-801.07(c)” in (c). Editor's Notes Uniform Law: This section is based on § 112 of the Uniform Limited Company Act (2006 Act). Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
DC Code § 29-802.01 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 8 - Limited Liability Companies|Subchapter II - Formation; Certificate of Organization, and Other Filings|§ 29-802.01. Formation of limited liability company; certificate of organization

(a) One or more persons may act as organizers to form a limited liability company by signing and delivering to the Mayor for filing a certificate of organization. (b) A certificate of organization shall state: (1) The name of the limited liability company, which shall comply with §§ 29-103.01 and 29-103.02(f); (2) The street and mailing addresses of the initial principal office and the name and street and information required by § 29-104.04; and (3) If the company will have one or more series that is treated as a separate entity which limits the debts, obligations, and other liabilities to the assets of a particular series as provided in the operating agreement as authorized by § 29-802.06, a statement to that effect. (c) Subject to § 29-801.09(c), a certificate of organization may also contain statements as to matters other than those required by subsection (b) of this subsection [section] but may not vary or otherwise affect the provisions of § 29-801.07(c) in a manner inconsistent with that section. However, a statement in a certificate of organization shall not be effective as a statement of authority. (d) A limited liability company is formed when the Mayor has filed the company’s certificate of organization and it becomes effective and at least one person becomes a member.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(a), 59 DCR 13171.)  Section References This section is referenced in § 29-101.06, § 29-801.02, § 29-802.02, and § 29-802.06. Effect of Amendments The 2013 amendment by D.C. Law 19-210 rewrote (c) and (d); and repealed (e) which read “If a filed certificate of organization contains a statement as provided in subsection (b)(3) of this section, the following rules shall apply: (1) The certificate shall lapse and be void unless, within 90 days from the date the Mayor files the certificate, an organizer signs and delivers to the Mayor for filing a notice stating: (A) That the limited liability company has at least one member; and (B) The date on which a person or persons became the company’s initial member or members. (2) If an organizer complies with paragraph (1) of this subsection, a limited liability company shall be deemed formed as of the date of initial membership stated in the notice delivered pursuant to paragraph (1) of this subsection. (3) Except in a proceeding by the District to dissolve a limited liability company, the filing of the notice described in paragraph (1) of this subsection by the Mayor shall be conclusive proof that the organizer satisfied all conditions to the formation of a limited liability company.” Editor's Notes Uniform Law: This section is based on § 201 of the Uniform Limited Company Act (2006 Act). Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
DC Code § 29-802.02 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 8 - Limited Liability Companies|Subchapter II - Formation; Certificate of Organization, and Other Filings|§ 29-802.02. Amendment or restatement of certificate of organization

(a) A certificate of organization may be amended or restated at any time. (b) To amend its certificate of organization, a limited liability company shall deliver to the Mayor for filing an amendment stating: (1) The name of the company; (2) The date of filing of its initial certificate of organization; and (3) The changes the amendment makes to the certificate as most recently amended or restated. (c) To restate its certificate of organization, a limited liability company shall deliver to the Mayor for filing a restatement, designated as such in its heading. (d) If a member of a member-managed limited liability company, or a manager of a manager-managed limited liability company, knows that any information in a filed certificate of organization was inaccurate when the certificate was filed or has become inaccurate owing to changed circumstances, the member or manager shall promptly: (1) Cause the certificate to be amended; or (2) If appropriate, deliver to the Mayor for filing a statement of change under §§ 29-104.07 through 29-104.10 or a statement of correction under § 29-102.05. (e) A limited liability company may amend its certificate of organization to delete the information required by § 29-802.01(b)(2) at any time after it has filed its first biennial report under § 29-102.11.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(h)(3)(B), 59 DCR 13171.)  Section References This section is referenced in § 29-802.05. Effect of Amendments The 2013 amendment by D.C. Law 19-210 substituted “initial certificate” for “certificate” in (b)(2); deleted “stating” following “heading” at the end of (c) and substituted a closing period for the semicolon; repealed (c)(1) through (c)(3); repealed (d), which read: “Subject to §§ 29-801.09(c) and 29-802.05(c), an amendment to or restatement of a certificate of organization shall be effective when filed by the Mayor.”; and redesignated former (e) and (f) as (d) and (e), respectively. Editor's Notes Uniform Law: This section is based on § 202 of the Uniform Limited Company Act (2006 Act). Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
DC Code § 29-802.03 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 8 - Limited Liability Companies|Subchapter II - Formation; Certificate of Organization, and Other Filings|§ 29-802.03. Signing of records to be delivered for filing to Mayor

(a) A record delivered to the Mayor for filing pursuant to this chapter must be signed as follows: (1) Except as otherwise provided in paragraph (2) and (3) of this subsection, a record signed on behalf of a limited liability company shall be signed by a person authorized by the company. (2) A limited liability company’s initial certificate of organization shall be signed by at least one person acting as an organizer. (3) A record filed on behalf of a dissolved limited liability company that has no members shall be signed by the person winding up the company’s activities and affairs under § 29-807.02(c) or a person appointed under § 29-807.02(d) to wind up those activities and affairs. (4) A statement of denial by a person under § 29-803.03 shall be signed by that person. (5) Any other record delivered to the Mayor for filing on behalf of a person shall be signed by that person. (b) A person that signs a record as an agent or legal representative thereby affirms that the person is authorized to sign the record.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(h)(3)(C), 59 DCR 13171.)  Section References This section is referenced in § 29-809.04. Effect of Amendments The 2013 amendment by D.C. Law 19-210 rewrote the section. Editor's Notes Uniform Law: This section is based on § 203 of the Uniform Limited Company Act (2006 Act). Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
DC Code § 29-802.04 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 8 - Limited Liability Companies|Subchapter II - Formation; Certificate of Organization, and Other Filings|§ 29-802.04. Signing and filing pursuant to judicial order

(a) If a person required by this chapter to sign a record or deliver a record to the Mayor for filing under this chapter does not do so, any other person that is aggrieved may petition the Superior Court to order: (1) The person to sign the record; (2) The person to deliver the record to the Mayor for filing; or (3) The Mayor to file the record unsigned. (b) If a petitioner under subsection (a) of this section is not the limited liability company or foreign limited liability company to which the record pertains, the petitioner shall make the company a party to the action. (c) A record filed under subsection (a)(3) of this section is effective without being signed.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(h)(3)(D), 59 DCR 13171.)  Section References This section is referenced in § 29-801.07 and § 29-802.05. Effect of Amendments The 2013 amendment by D.C. Law 19-210 added (c). Editor's Notes Uniform Law: This section is based on § 204 of the Uniform Limited Company Act (2006 Act). Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
DC Code § 29-802.05 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 8 - Limited Liability Companies|Subchapter II - Formation; Certificate of Organization, and Other Filings|§ 29-802.05. Liability for inaccurate information in filed record

(a) If a record delivered to the Mayor for filing under this chapter and filed by the Mayor contains inaccurate information, a person that suffers a loss by reliance on the information may recover damages for the loss from: (1) A person that signed the record, or caused another to sign it on the person’s behalf, and knew the information to be inaccurate at the time the record was signed; and (2) Subject to subsection (b) of this section, a member of a member-managed limited liability company or the manager of a manager-managed limited liability company, if: (A) The record was delivered for filing on behalf of the company; and (B) The member or manager had notice of the inaccuracy for a reasonably sufficient time before the information was relied upon so that, before the reliance, the member or manager reasonably could have: (i) Effected an amendment under § 29-802.02; (ii) Filed a petition under § 29-802.04; or (iii) Delivered to the Mayor for filing a statement of change under §§ 29-104.07 through 29-104.10 or a statement of correction under § 29-102.05. (b) To the extent that the operating agreement of a member-managed limited liability company expressly relieves a member of responsibility for maintaining the accuracy of information contained in records delivered on behalf of the company to the Mayor for filing under this chapter and imposes that responsibility on one or more other members, the liability stated in subsection (a)(2) of this section shall apply to those other members and not to the member that the operating agreement relieves of the responsibility. (c) An individual who signs a record authorized or required to be filed under this chapter affirms under penalty of making false statements that the information stated in the record is accurate.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(h)(3)(E), 59 DCR 13171.)  Section References This section is referenced in § 29-803.02 and § 29-809.04. Effect of Amendments The 2013 amendment by D.C. Law 19-210 substituted “making false statements” for “perjury” in (c). Editor's Notes Uniform Law: This section is based on § 207 of the Uniform Limited Company Act (2006 Act). Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
DC Code § 29-803.01 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 8 - Limited Liability Companies|Subchapter III - Relations of Members and Managers to Persons Dealing with Limited Liability Company|§ 29-803.01. No agency power of member as member

(a) A member shall not be an agent of a limited liability company solely by reason of being a member. (b) A person’s status as a member shall not prevent or restrict law other than this chapter from imposing liability on a limited liability company because of the person’s conduct.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Editor's Notes Uniform Law: This section is based on § 301 of the Uniform Limited Company Act (2006 Act).
DC Code § 29-803.03 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 8 - Limited Liability Companies|Subchapter III - Relations of Members and Managers to Persons Dealing with Limited Liability Company|§ 29-803.03. Statement of denial

A person named in a filed statement of authority granting that person authority may deliver to the Mayor for filing a statement of denial that: (1) Provides the name of the limited liability company and the caption of the statement of authority to which the statement of denial pertains; and (2) Denies the grant of authority.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-802.03. Editor's Notes Uniform Law: This section is based on § 303 of the Uniform Limited Company Act (2006 Act).
DC Code § 29-803.04 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 8 - Limited Liability Companies|Subchapter III - Relations of Members and Managers to Persons Dealing with Limited Liability Company|§ 29-803.04. Liability of members and managers

(a) The debts, obligations, or other liabilities of a limited liability company, whether arising in contract, tort, or otherwise shall: (1) Be solely the debts, obligations, or other liabilities of the company; and (2) Not become the debts, obligations, or other liabilities of a member or manager solely by reason of the member acting as a member or manager acting as a manager regardless of the dissolution of the company. (b) The failure of a limited liability company to observe any particular formalities relating to the exercise of its powers or management of its activities and affairs shall not be a ground for imposing liability on the members or managers for the debts, obligations, or other liabilities of the company. (c) With respect to members of professional limited liability companies, a member shall be personally liable and accountable only for any negligent or wrongful acts or misconduct committed by the member, or by any individual under the member’s supervision and control in the rendering of professional service on behalf of a professional limited liability company organized under this chapter. A member of a professional limited liability company shall not be personally liable and accountable merely because of the member’s membership interest in the professional limited liability company.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(h)(4), 59 DCR 13171.)  Section References This section is referenced in § 29-807.02. Effect of Amendments The 2013 amendment by D.C. Law 19-210 added “regardless of the dissolution of the company” at the end of (a)(2); and substituted “activities and affairs” for “activities” in (b). Editor's Notes Uniform Law: This section is based on § 304 of the Uniform Limited Company Act (2006 Act). Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
DC Code § 29-804.01 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 8 - Limited Liability Companies|Subchapter IV - Relations of Members to Each Other and to Limited Liability Company|§ 29-804.01. Becoming member

(a) If a limited liability company is to have only one member upon formation, the person shall become a member as agreed by that person and the organizer of the company. That person and the organizer may be, but need not be, different persons. If different, the organizer shall act on behalf of the initial member. (b) If a limited liability company is to have more than one member upon formation, those persons shall become members as agreed by the persons before the formation of the company. The organizer [sic] act on behalf of the persons in forming the company and may be, but need not be, one of the persons. (c) After formation of a limited liability company, a person becomes a member: (1) As provided in the operating agreement; (2) As the result of a transaction effective under subchapter IX of this chapter or Chapter 2 of this title; (3) With the consent of all the members; or (4) As provided in § 29-807.01(a)(3). (d) A person may become a member without acquiring a transferable interest and without making or being obligated to make a contribution to the limited liability company.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(h)(5)(A), 59 DCR 13171.)  Section References This section is referenced in § 29-801.02. Effect of Amendments The 2013 amendment by D.C. Law 19-210 rewrote (c)(4). Editor's Notes Uniform Law: This section is based on § 401 of the Uniform Limited Company Act (2006 Act). Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
DC Code § 29-804.02 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 8 - Limited Liability Companies|Subchapter IV - Relations of Members to Each Other and to Limited Liability Company|§ 29-804.02. Form of contribution

A contribution may consist of property transferred, services performed, or another benefit provided to the limited liability company or an agreement to transfer property, perform services, or provide another benefit to the company.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(h)(5)(B), 59 DCR 13171.)  Effect of Amendments The 2013 amendment by D.C. Law 19-210 rewrote the section. Editor's Notes Uniform Law: This section is based on § 402 of the Uniform Limited Company Act (2006 Act). Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
DC Code § 29-804.03 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 8 - Limited Liability Companies|Subchapter IV - Relations of Members to Each Other and to Limited Liability Company|§ 29-804.03. Liability for contributions

(a) A person’s obligation to make a contribution to a limited liability company shall not be excused by the person’s death, disability, or other inability to perform personally. If a person does not fulfill an obligation, other than a monetary obligation, the person is obligated to contribute money equal to the value of the part of the contribution which has not been made, at the option of the company. (b) The obligation of a person to make a contribution may be compromised only by consent of all members. A creditor of a limited liability company which extends credit or otherwise acts in reliance on an obligation described in subsection (a) of this section without notice of a compromise under this subsection may enforce the obligation.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(h)(5)(C), 59 DCR 13171.)  Section References This section is referenced in § 29-805.02. Effect of Amendments The 2013 amendment by D.C. Law 19-210 rewrote the section. Editor's Notes Uniform Law: This section is based on § 403 of the Uniform Limited Company Act (2006 Act). Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.