reglab/housing_qa huggingface dataset:
6 DE Code § 18-502. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 18. Limited Liability Company Act|Subchapter V. Finance|§ 18-502. Liability for contribution.

§ 18-502. Liability for contribution. (a) Except as provided in a limited liability company agreement, a member is obligated to a limited liability company to perform any promise to contribute cash or property or to perform services, even if the member is unable to perform because of death, disability or any other reason. If a member does not make the required contribution of property or services, the member is obligated at the option of the limited liability company to contribute cash equal to that portion of the agreed value (as stated in the records of the limited liability company) of the contribution that has not been made. The foregoing option shall be in addition to, and not in lieu of, any other rights, including the right to specific performance, that the limited liability company may have against such member under the limited liability company agreement or applicable law. (b) Unless otherwise provided in a limited liability company agreement, the obligation of a member to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all the members. Notwithstanding the compromise, a creditor of a limited liability company who extends credit, after the entering into of a limited liability company agreement or an amendment thereto which, in either case, reflects the obligation, and before the amendment thereof to reflect the compromise, may enforce the original obligation to the extent that, in extending credit, the creditor reasonably relied on the obligation of a member to make a contribution or return. A conditional obligation of a member to make a contribution or return money or other property to a limited liability company may not be enforced unless the conditions of the obligation have been satisfied or waived as to or by such member. Conditional obligations include contributions payable upon a discretionary call of a limited liability company prior to the time the call occurs. (c) A limited liability company agreement may provide that the interest of any member who fails to make any contribution that the member is obligated to make shall be subject to specified penalties for, or specified consequences of, such failure. Such penalty or consequence may take the form of reducing or eliminating the defaulting member's proportionate interest in a limited liability company, subordinating the member's limited liability company interest to that of nondefaulting members, a forced sale of that limited liability company interest, forfeiture of the defaulting member's limited liability company interest, the lending by other members of the amount necessary to meet the defaulting member's commitment, a fixing of the value of the defaulting member's limited liability company interest by appraisal or by formula and redemption or sale of the limited liability company interest at such value, or other penalty or consequence. 68 Del. Laws, c. 434, §  1;  70 Del. Laws, c. 186, §  1;
6 DE Code § 18-503. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 18. Limited Liability Company Act|Subchapter V. Finance|§ 18-503. Allocation of profits and losses.

§ 18-503. Allocation of profits and losses. The profits and losses of a limited liability company shall be allocated among the members, and among classes or groups of members, in the manner provided in a limited liability company agreement. If the limited liability company agreement does not so provide, profits and losses shall be allocated on the basis of the agreed value (as stated in the records of the limited liability company) of the contributions made by each member to the extent they have been received by the limited liability company and have not been returned. 68 Del. Laws, c. 434, §  1;
6 DE Code § 18-504. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 18. Limited Liability Company Act|Subchapter V. Finance|§ 18-504. Allocation of distributions.

§ 18-504. Allocation of distributions. Distributions of cash or other assets of a limited liability company shall be allocated among the members, and among classes or groups of members, in the manner provided in a limited liability company agreement. If the limited liability company agreement does not so provide, distributions shall be made on the basis of the agreed value (as stated in the records of the limited liability company) of the contributions made by each member to the extent they have been received by the limited liability company and have not been returned. 68 Del. Laws, c. 434, §  1;
6 DE Code § 18-505. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 18. Limited Liability Company Act|Subchapter V. Finance|§ 18-505. Defense of usury not available.

§ 18-505. Defense of usury not available. No obligation of a member or manager of a limited liability company to the limited liability company, or to a member or manager of the limited liability company, arising under the limited liability company agreement or a separate agreement or writing, and no note, instrument or other writing evidencing any such obligation of a member or manager, shall be subject to the defense of usury, and no member or manager shall interpose the defense of usury with respect to any such obligation in any action. 69 Del. Laws, c. 260, §  26;  78 Del. Laws, c. 270, §  7;
6 DE Code § 18-601. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 18. Limited Liability Company Act|Subchapter VI. Distributions and Resignation|§ 18-601. Interim distributions.

§ 18-601. Interim distributions. Except as provided in this subchapter, to the extent and at the times or upon the happening of the events specified in a limited liability company agreement, a member is entitled to receive from a limited liability company distributions before the member's resignation from the limited liability company and before the dissolution and winding up thereof. 68 Del. Laws, c. 434, §  1;  70 Del. Laws, c. 186, §  1;
6 DE Code § 18-602. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 18. Limited Liability Company Act|Subchapter VI. Distributions and Resignation|§ 18-602. Resignation of manager.

§ 18-602. Resignation of manager. A manager may resign as a manager of a limited liability company at the time or upon the happening of events specified in a limited liability company agreement and in accordance with the limited liability company agreement. A limited liability company agreement may provide that a manager shall not have the right to resign as a manager of a limited liability company. Notwithstanding that a limited liability company agreement provides that a manager does not have the right to resign as a manager of a limited liability company, a manager may resign as a manager of a limited liability company at any time by giving written notice to the members and other managers. If the resignation of a manager violates a limited liability company agreement, in addition to any remedies otherwise available under applicable law, a limited liability company may recover from the resigning manager damages for breach of the limited liability company agreement and offset the damages against the amount otherwise distributable to the resigning manager. 68 Del. Laws, c. 434, §  1;
6 DE Code § 18-603. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 18. Limited Liability Company Act|Subchapter VI. Distributions and Resignation|§ 18-603. Resignation of member.

§ 18-603. Resignation of member. A member may resign from a limited liability company only at the time or upon the happening of events specified in a limited liability company agreement and in accordance with the limited liability company agreement. Notwithstanding anything to the contrary under applicable law, unless a limited liability company agreement provides otherwise, a member may not resign from a limited liability company prior to the dissolution and winding up of the limited liability company. Notwithstanding anything to the contrary under applicable law, a limited liability company agreement may provide that a limited liability company interest may not be assigned prior to the dissolution and winding up of the limited liability company. Unless otherwise provided in a limited liability company agreement, a limited liability company whose original certificate of formation was filed with the Secretary of State and effective on or prior to July 31, 1996, shall continue to be governed by this section as in effect on July 31, 1996. 68 Del. Laws, c. 434, §  1;  69 Del. Laws, c. 260, §  27;  70 Del. Laws, c. 360, §  13;  80 Del. Laws, c. 45, §  8;
6 DE Code § 18-604. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 18. Limited Liability Company Act|Subchapter VI. Distributions and Resignation|§ 18-604. Distribution upon resignation.

§ 18-604. Distribution upon resignation. Except as provided in this subchapter, upon resignation any resigning member is entitled to receive any distribution to which such member is entitled under a limited liability company agreement and, if not otherwise provided in a limited liability company agreement, such member is entitled to receive, within a reasonable time after resignation, the fair value of such member's limited liability company interest as of the date of resignation based upon such member's right to share in distributions from the limited liability company. 68 Del. Laws, c. 434, §  1;  71 Del. Laws, c. 341, §  14;  72 Del. Laws, c. 129, §  12;
6 DE Code § 18-605. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 18. Limited Liability Company Act|Subchapter VI. Distributions and Resignation|§ 18-605. Distribution in kind.

§ 18-605. Distribution in kind. Except as provided in a limited liability company agreement, a member, regardless of the nature of the member's contribution, has no right to demand and receive any distribution from a limited liability company in any form other than cash. Except as provided in a limited liability company agreement, a member may not be compelled to accept a distribution of any asset in kind from a limited liability company to the extent that the percentage of the asset distributed exceeds a percentage of that asset which is equal to the percentage in which the member shares in distributions from the limited liability company. Except as provided in the limited liability company agreement, a member may be compelled to accept a distribution of any asset in kind from a limited liability company to the extent that the percentage of the asset distributed is equal to a percentage of that asset which is equal to the percentage in which the member shares in distributions from the limited liability company. 68 Del. Laws, c. 434, §  1;  69 Del. Laws, c. 260, §  28;  70 Del. Laws, c. 186, §  1;
6 DE Code § 18-606. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 18. Limited Liability Company Act|Subchapter VI. Distributions and Resignation|§ 18-606. Right to distribution.

§ 18-606. Right to distribution. Subject to §§ 18-607 and 18-804 of this title, and unless otherwise provided in a limited liability company agreement, at the time a member becomes entitled to receive a distribution, the member has the status of, and is entitled to all remedies available to, a creditor of a limited liability company with respect to the distribution. A limited liability company agreement may provide for the establishment of a record date with respect to allocations and distributions by a limited liability company. 68 Del. Laws, c. 434, §  1;  70 Del. Laws, c. 186, §  1;
6 DE Code § 18-607. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 18. Limited Liability Company Act|Subchapter VI. Distributions and Resignation|§ 18-607. Limitations on distribution.

§ 18-607. Limitations on distribution. (a) A limited liability company shall not make a distribution to a member to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of the limited liability company, other than liabilities to members on account of their limited liability company interests and liabilities for which the recourse of creditors is limited to specified property of the limited liability company, exceed the fair value of the assets of the limited liability company, except that the fair value of property that is subject to a liability for which the recourse of creditors is limited shall be included in the assets of the limited liability company only to the extent that the fair value of that property exceeds that liability. For purposes of this subsection (a), the term “distribution” shall not include amounts constituting reasonable compensation for present or past services or reasonable payments made in the ordinary course of business pursuant to a bona fide retirement plan or other benefits program. (b) A member who receives a distribution in violation of subsection (a) of this section, and who knew at the time of the distribution that the distribution violated subsection (a) of this section, shall be liable to a limited liability company for the amount of the distribution. A member who receives a distribution in violation of subsection (a) of this section, and who did not know at the time of the distribution that the distribution violated subsection (a) of this section, shall not be liable for the amount of the distribution. Subject to subsection (c) of this section, this subsection shall not affect any obligation or liability of a member under an agreement or other applicable law for the amount of a distribution. (c) Unless otherwise agreed, a member who receives a distribution from a limited liability company shall have no liability under this chapter or other applicable law for the amount of the distribution after the expiration of 3 years from the date of the distribution unless an action to recover the distribution from such member is commenced prior to the expiration of the said 3-year period and an adjudication of liability against such member is made in the said action. 68 Del. Laws, c. 434, §  1;  69 Del. Laws, c. 260, §  29;  72 Del. Laws, c. 389, §  23;
6 DE Code § 18-701. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 18. Limited Liability Company Act|Subchapter VII. Assignment of Limited Liability Company Interests|§ 18-701. Nature of limited liability company interest.

§ 18-701. Nature of limited liability company interest. A limited liability company interest is personal property. A member has no interest in specific limited liability company property. 68 Del. Laws, c. 434, §  1;
6 DE Code § 18-703. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 18. Limited Liability Company Act|Subchapter VII. Assignment of Limited Liability Company Interests|§ 18-703. Member's limited liability company interest subject to charging order.

§ 18-703. Member's limited liability company interest subject to charging order. (a) On application by a judgment creditor of a member or of a member's assignee, a court having jurisdiction may charge the limited liability company interest of the judgment debtor to satisfy the judgment. To the extent so charged, the judgment creditor has only the right to receive any distribution or distributions to which the judgment debtor would otherwise have been entitled in respect of such limited liability company interest. (b) A charging order constitutes a lien on the judgment debtor's limited liability company interest. (c) This chapter does not deprive a member or member's assignee of a right under exemption laws with respect to the judgment debtor's limited liability company interest. (d) The entry of a charging order is the exclusive remedy by which a judgment creditor of a member or a member's assignee may satisfy a judgment out of the judgment debtor's limited liability company interest and attachment, garnishment, foreclosure or other legal or equitable remedies are not available to the judgment creditor, whether the limited liability company has 1 member or more than 1 member. (e) No creditor of a member or of a member's assignee shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the limited liability company. (f) The Court of Chancery shall have jurisdiction to hear and determine any matter relating to any such charging order. 68 Del. Laws, c. 434, §  1;  70 Del. Laws, c. 186, §  1;  72 Del. Laws, c. 389, §  24;  75 Del. Laws, c. 51, §§  9-15;  79 Del. Laws, c. 74, §  6;
6 DE Code § 18-704. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 18. Limited Liability Company Act|Subchapter VII. Assignment of Limited Liability Company Interests|§ 18-704. Right of assignee to become member.

§ 18-704. Right of assignee to become member. (a) An assignee of a limited liability company interest becomes a member:  (1) As provided in the limited liability company agreement; (2) Unless otherwise provided in the limited liability company agreement, upon the vote or consent of all of the members of the limited liability company; or  (3) Unless otherwise provided in the limited liability company agreement by a specific reference to this subsection or otherwise provided in connection with the assignment, upon the voluntary assignment by the sole member of the limited liability company of all of the limited liability company interests in the limited liability company to a single assignee. An assignment will be voluntary for purposes of this subsection if it is consented to by the member at the time of the assignment and is not effected by foreclosure or other similar legal process. (b) An assignee who has become a member has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a member under a limited liability company agreement and this chapter. Notwithstanding the foregoing, unless otherwise provided in a limited liability company agreement, an assignee who becomes a member is liable for the obligations of the assignor to make contributions as provided in § 18-502 of this title, but shall not be liable for the obligations of the assignor under subchapter VI of this chapter. However, the assignee is not obligated for liabilities, including the obligations of the assignor to make contributions as provided in § 18-502 of this title, unknown to the assignee at the time the assignee became a member and which could not be ascertained from a limited liability company agreement. (c) Whether or not an assignee of a limited liability company interest becomes a member, the assignor is not released from liability to a limited liability company under subchapters V and VI of this chapter. 68 Del. Laws, c. 434, §  1;  70 Del. Laws, c. 186, §  1;  77 Del. Laws, c. 287, §  24;  80 Del. Laws, c. 271, § 8;
6 DE Code § 18-705. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 18. Limited Liability Company Act|Subchapter VII. Assignment of Limited Liability Company Interests|§ 18-705. Powers of estate of deceased or incompetent member.

§ 18-705. Powers of estate of deceased or incompetent member. If a member who is an individual dies or a court of competent jurisdiction adjudges the member to be incompetent to manage the member's person or property, the member's personal representative may exercise all of the member's rights for the purpose of settling the member's estate or administering the member's property, including any power under a limited liability company agreement of an assignee to become a member. If a member is a corporation, trust or other entity and is dissolved or terminated, the powers of that member may be exercised by its personal representative. 68 Del. Laws, c. 434, §  1;  70 Del. Laws, c. 186, §  1;  71 Del. Laws, c. 77, §  29;
6 DE Code § 18-802. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 18. Limited Liability Company Act|Subchapter VIII. Dissolution|§ 18-802. Judicial dissolution.

§ 18-802. Judicial dissolution. On application by or for a member or manager the Court of Chancery may decree dissolution of a limited liability company whenever it is not reasonably practicable to carry on the business in conformity with a limited liability company agreement. 68 Del. Laws, c. 434, §  1;  70 Del. Laws, c. 75, §  21;
6 DE Code § 18-803. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 18. Limited Liability Company Act|Subchapter VIII. Dissolution|§ 18-803. Winding up.

§ 18-803. Winding up. (a) Unless otherwise provided in a limited liability company agreement, a manager who has not wrongfully dissolved a limited liability company or, if none, the members or a person approved by the members, in either case, by members who own more than 50 percent of the then current percentage or other interest in the profits of the limited liability company owned by all of the members, may wind up the limited liability company's affairs; but the Court of Chancery, upon cause shown, may wind up the limited liability company's affairs upon application of any member or manager, or the member's personal representative or assignee, and in connection therewith, may appoint a liquidating trustee. Unless otherwise provided in a limited liability company agreement, a limited liability company whose original certificate of formation was filed with the Secretary of State and effective on or prior to July 31, 2015, shall continue to be governed by this subsection as in effect on July 31, 2015. (b) Upon dissolution of a limited liability company and until the filing of a certificate of cancellation as provided in § 18-203 of this title, the persons winding up the limited liability company's affairs may, in the name of, and for and on behalf of, the limited liability company, prosecute and defend suits, whether civil, criminal or administrative, gradually settle and close the limited liability company's business, dispose of and convey the limited liability company's property, discharge or make reasonable provision for the limited liability company's liabilities, and distribute to the members any remaining assets of the limited liability company, all without affecting the liability of members and managers and without imposing liability on a liquidating trustee. 68 Del. Laws, c. 434, §  1;  70 Del. Laws, c. 186, §  1;  71 Del. Laws, c. 77, §  31;  78 Del. Laws, c. 270, §  8;  80 Del. Laws, c. 45, §  10;
6 DE Code § 18-805. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 18. Limited Liability Company Act|Subchapter VIII. Dissolution|§ 18-805. Trustees or receivers for limited liability companies; appointment; powers; duties.

§ 18-805. Trustees or receivers for limited liability companies; appointment; powers; duties. When the certificate of formation of any limited liability company formed under this chapter shall be canceled by the filing of a certificate of cancellation pursuant to § 18-203 of this title, the Court of Chancery, on application of any creditor, member or manager of the limited liability company, or any other person who shows good cause therefor, at any time, may either appoint 1 or more of the managers of the limited liability company to be trustees, or appoint 1 or more persons to be receivers, of and for the limited liability company, to take charge of the limited liability company's property, and to collect the debts and property due and belonging to the limited liability company, with the power to prosecute and defend, in the name of the limited liability company, or otherwise, all such suits as may be necessary or proper for the purposes aforesaid, and to appoint an agent or agents under them, and to do all other acts which might be done by the limited liability company, if in being, that may be necessary for the final settlement of the unfinished business of the limited liability company. The powers of the trustees or receivers may be continued as long as the Court of Chancery shall think necessary for the purposes aforesaid. 74 Del. Laws, c. 85, §  15;