reglab/housing_qa huggingface dataset:
V.I. Code tit. 13, § 1407 (2019)
2019 US Virgin Islands Code|Title 13 - Corporations and Associations|Chapter 15 - Uniform Limited Liability Company Act|Subchapter IV - Relations of Members to Each Other and to Limited Liability Company|§ 1407. Liability for unlawful distributions

 (a) A member of a member-managed company or a member or manager of a manager-managed company who votes for or assents to a distribution made in violation of section 1406 of this chapter, the articles of organization, or the operating agreement is personally liable to the company for the amount of the distribution which exceeds the amount that could have been distributed without violating section 1406 of this chapter, the articles of organization, or the operating agreement if it is established that the member or manager did not perform the member's or manager's duties in compliance with section 1409 of this chapter. (b) A member of a manager-managed company who knew a distribution was made in violation of section 1406 of this chapter, the articles of organization, or the operating agreement is personally liable to the company, but only to the extent that the distribution received by the member exceeded the amount that could have been properly paid under section 1406 of this chapter. (c) A member or manager against whom an action is brought under this section may implead in the action all: (1) other members or managers who voted for or assented to the distribution in violation of subsection (a) of this section and may compel contribution from them; and (2) members who received a distribution in violation of subsection (b) of this section and may compel contribution from the member in the amount received in violation of subsection (b) of this section. (d) A proceeding under this section is barred unless it is commenced within two years after the distribution.
V.I. Code tit. 13, § 1408 (2019)
2019 US Virgin Islands Code|Title 13 - Corporations and Associations|Chapter 15 - Uniform Limited Liability Company Act|Subchapter IV - Relations of Members to Each Other and to Limited Liability Company|§ 1408. Member's right to information

 (a) A limited liability company shall provide members and their agents and attorneys access to its records, if any, at the company's principal office or other reasonable locations specified in the operating agreement. The company shall provide former members and their agents and attorneys access for proper purposes to records pertaining to the period during which they were members. The right of access provides the opportunity to inspect and copy records during ordinary business hours. The company may impose a reasonable charge, limited to the costs of labor and material, for copies of records furnished. (b) A limited liability company shall furnish to a member, and to the legal representative of a deceased member or member under legal disability: (1) without demand, information concerning the company's business or affairs reasonably required for the proper exercise of the member's rights and performance of the member's duties under the operating agreement or this chapter; and (2) on demand, other information concerning the company's business or affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances. (c) A member has the right upon written demand given to the limited liability company to obtain at the company's expense a copy of any written operating agreement.
V.I. Code tit. 13, § 1410 (2019)
2019 US Virgin Islands Code|Title 13 - Corporations and Associations|Chapter 15 - Uniform Limited Liability Company Act|Subchapter IV - Relations of Members to Each Other and to Limited Liability Company|§ 1410. Actions by members

 (a) A member may maintain an action against a limited liability company or another member for legal or equitable relief, with or without an accounting as to the company's business, to enforce: (1) the member's rights under the operating agreement; (2) the member's rights under this chapter; and (3) the rights and otherwise protect the interests of the member, including rights and interests arising independently of the member's relationship to the company. (b) The accrual, and any time limited for the assertion, of a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.
V.I. Code tit. 13, § 1411 (2019)
2019 US Virgin Islands Code|Title 13 - Corporations and Associations|Chapter 15 - Uniform Limited Liability Company Act|Subchapter IV - Relations of Members to Each Other and to Limited Liability Company|§ 1411. Continuation of term company after expiration of specified term

 (a) If a term company is continued after the expiration of the specified term, the rights and duties of the members and managers remain the same as they were at the expiration of the term except to the extent inconsistent with rights and duties of members and managers of an at-will company. (b) If the members in a member-managed company or the managers in a manager-managed company continue the business without any winding up of the business of the company, it continues as an at-will company.
V.I. Code tit. 13, § 1501 (2019)
2019 US Virgin Islands Code|Title 13 - Corporations and Associations|Chapter 15 - Uniform Limited Liability Company Act|Subchapter V - Transferees and Creditors of Member|§ 1501. Member's distributional interest

 (a) A member is not a co-owner of, and has no transferable interest in, property of a limited liability company. (b) A distributional interest in a limited liability company is personal property and, subject to sections 1502 and 1503 of this chapter, may be transferred in whole or in part. (c) An operating agreement may provide that a distributional interest may be evidenced by a certificate of the interest issued by the limited liability company and, subject to section 1503 of this chapter, may also provide for the transfer of any interest represented by the certificate.
V.I. Code tit. 13, § 1502 (2019)
2019 US Virgin Islands Code|Title 13 - Corporations and Associations|Chapter 15 - Uniform Limited Liability Company Act|Subchapter V - Transferees and Creditors of Member|§ 1502. Transfer of distributional interest

 A transfer of a distributional interest does not entitle the transferee to become or to exercise any rights of a member. A transfer entitles the transferee to receive, to the extent transferred, only the distributions to which the transferor would be entitled.
V.I. Code tit. 13, § 1503 (2019)
2019 US Virgin Islands Code|Title 13 - Corporations and Associations|Chapter 15 - Uniform Limited Liability Company Act|Subchapter V - Transferees and Creditors of Member|§ 1503. Rights of transferee

 (a) A transferee of a distributional interest may become a member of a limited liability company if and to the extent that the transferor gives the transferee the right in accordance with authority described in the operating agreement or all other members consent. (b) A transferee who has become a member, to the extent transferred, has the rights and powers, and is subject to the restrictions and liabilities, of a member under the operating agreement of a limited liability company and this chapter. A transferee who becomes a member also is liable for the transferor member's obligations to make contributions under section 1402 of this chapter and for obligations under section 1407 of this chapter to return unlawful distributions, but the transferee is not obligated for the transferor member's liabilities unknown to the transferee at the time the transferee becomes a member. (c) Whether or not a transferee of a distributional interest becomes a member under subsection (a) of this section, the transferor is not released from liability to the limited liability company under the operating agreement or this chapter. (d) A transferee who does not become a member is not entitled to participate in the management or conduct of the limited liability company's business, require access to information concerning the company's transactions, or inspect or copy any of the company's records. (e) A transferee who does not become a member is entitled to: (1) receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled; (2) receive, upon dissolution and winding up of the limited liability company's business: (i) in accordance with the transfer, the net amount otherwise distributable to the transferor; (ii) a statement of account only from the date of the latest statement of account agreed to by all the members; (3) seek under section 1801, item (5) of this chapter a judicial determination that it is equitable to dissolve and wind up the company's business. (f) A limited liability company need not give effect to a transfer until it has notice of the transfer.
V.I. Code tit. 13, § 1504 (2019)
2019 US Virgin Islands Code|Title 13 - Corporations and Associations|Chapter 15 - Uniform Limited Liability Company Act|Subchapter V - Transferees and Creditors of Member|§ 1504. Rights of creditor

 (a) On application by a judgment creditor of a member of a limited liability company or of a member's transferee, a court having jurisdiction may charge the distributional interest of the judgment debtor to satisfy the judgment. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor and make all other orders, directions, accounts, and inquiries the judgment debtor might have made or which the circumstances may require to give effect to the charging order. (b) A charging order constitutes a lien on the judgment debtor's distributional interest. The court may order a foreclosure of a lien on a distributional interest subject to the charging order at any time. A purchaser at the foreclosure sale has the rights of a transferee. (c) At any time before foreclosure, a distributional interest in a limited liability company which is charged may be redeemed: (1) by the judgment debtor; (2) with property other than the company's property, by one or more of the other members; or (3) with the company's property, but only if permitted by the operating agreement. (d) This chapter does not affect a member's right under exemption laws with respect to the member's distributional interest in a limited liability company. (e) This section provides the exclusive remedy by which a judgment creditor of a member or a transferee may satisfy a judgment out of the judgment debtor's distributional interest in a limited liability company.
V.I. Code tit. 13, § 1602 (2019)
2019 US Virgin Islands Code|Title 13 - Corporations and Associations|Chapter 15 - Uniform Limited Liability Company Act|Subchapter VI - Member's Dissociation|§ 1602. Member's power to dissociate; wrongful dissociation

 (a) Unless otherwise provided in the operating agreement, a member has the power to dissociate from a limited liability company at any time, rightfully or wrongfully, by express will pursuant to section 1601, item (1) of this chapter. (b) If the operating agreement has not eliminated a member's power to dissociate, the member's dissociation from a limited liability company is wrongful only if: (1) it is in breach of an express provision of the agreement; or (2) before the expiration of the specified term of a term company: (i) the member withdraws by express will; (ii) the member is expelled by judicial determination under section 1601, item (6) of this chapter; (iii) the member is dissociated by becoming a debtor in bankruptcy; or (iv) in the case of a member who is not an individual, trust other than a business trust, or estate, the member is expelled or otherwise dissociated because it willfully dissolved or terminated its existence. (c) A member who wrongfully dissociates from a limited liability company is liable to the company and to the other members for damages caused by the dissociation. The liability is in addition to any other obligation of the member to the company or to the other members. (d) If a limited liability company does not dissolve and wind up its business as a result of a member's wrongful dissociation under subsection (b) of this section, damages sustained by the company for the wrongful dissociation must be offset against distributions otherwise due the member after the dissociation.
V.I. Code tit. 13, § 1603 (2019)
2019 US Virgin Islands Code|Title 13 - Corporations and Associations|Chapter 15 - Uniform Limited Liability Company Act|Subchapter VI - Member's Dissociation|§ 1603. Effect of member's dissociation

 (a) Upon a member's dissociation: (1) in an at-will company, the company must cause the dissociated member's distributional interest to be purchased under subchapter VII of this chapter; and (2) in a term company: (i) if the company dissolves and winds up its business on or before the expiration of its specified term, subchapter VIII of this chapter applies to determine the dissociated member's rights to distributions; and (ii) if the company does not dissolve and wind up its business on or before the expiration of its specified term, the company must cause the dissociated member's distributional interest to be purchased under subchapter VII of this chapter on the date of the expiration of the term specified at the time of the member's dissociation. (b) Upon a member's dissociation from a limited liability company: (1) the member's right to participate in the management and conduct of the company's business terminates, except as otherwise provided in section 1803 of this chapter, and the member ceases to be a member and is treated the same as a transferee of a member; (2) the member's duty of loyalty under section 1409, subsection (b), item (3) of this chapter terminates; and (3) the member's duty of loyalty under section 1409, subsection (b), items (1) and (2) of this chapter and duty of care under section 1409, subsection (c) of this chapter continue only with regard to matters arising and events occurring before the member's dissociation, unless the member participates in winding up the company's business pursuant to section 1803 of this chapter.
V.I. Code tit. 13, § 1701 (2019)
2019 US Virgin Islands Code|Title 13 - Corporations and Associations|Chapter 15 - Uniform Limited Liability Company Act|Subchapter VII - Member's Dissociation When Business Not Wound Up|§ 1701. Company purchase of distributional interest

 (a) A limited liability company shall purchase a distributional interest of a: (1) member of an at-will company for its fair value determined as of the date of the member's dissociation if the member's dissociation does not result in a dissolution and winding up of the company's business under section 1801 of this chapter; or (2) member of a term company for its fair value determined as of the date of the expiration of the specified term that existed on the date of the member's dissociation if the expiration of the specified term does not result in a dissolution and winding up of the company's business under section 1801 of this chapter. (b) A limited liability company must deliver a purchase offer to the dissociated member whose distributional interest is entitled to be purchased not later than 30 days after the date determined under subsection (a) of this section. The purchase offer must be accompanied by: (1) a statement of the company's assets and liabilities as of the date determined under subsection (a) of this section; (2) the latest available balance sheet and income statement, if any; and (3) an explanation of how the estimated amount of the payment was calculated. (c) If the price and other terms of a purchase of a distributional interest are fixed or are to be determined by the operating agreement, the price and terms so fixed or determined govern the purchase unless the purchaser defaults. If a default occurs, the dissociated member is entitled to commence a proceeding to have the company dissolved under section 1801, item (4), subitem (iv) of this chapter. (d) If an agreement to purchase the distributional interest is not made within 120 days after the date determined under subsection (a) of this section, the dissociated member, within another 120 days, may commence a proceeding against the limited liability company to enforce the purchase. The company at its expense shall notify in writing all of the remaining members, and any other person the court directs, of the commencement of the proceeding. The jurisdiction of the court in which the proceeding is commenced under this subsection is plenary and exclusive. (e) The court shall determine the fair value of the distributional interest in accordance with the standards set forth in section 1702 of this chapter, together with the terms for the purchase. Upon making these determinations, the court shall order the limited liability company to purchase or cause the purchase of the interest. (f) Damages for wrongful dissociation under section 1602, subsection (b) of this chapter, and all other amounts owing, whether or not currently due, from the dissociated member to a limited liability company, must be offset against the purchase price.
V.I. Code tit. 13, § 1702 (2019)
2019 US Virgin Islands Code|Title 13 - Corporations and Associations|Chapter 15 - Uniform Limited Liability Company Act|Subchapter VII - Member's Dissociation When Business Not Wound Up|§ 1702. Court action to determine fair value of distributional interest

 (a) In an action brought to determine the fair value of a distributional interest in a limited liability company, the court shall: (1) determine the fair value of the interest, considering among other relevant evidence the going concern value of the company, any agreement among some or all of the members fixing the price or specifying a formula for determining value of distributional interests for any other purpose, the recommendations of any appraiser appointed by the court, and any legal constraints on the company's ability to purchase the interest; (2) specify the terms of the purchase, including, if appropriate, terms for installment payments, subordination of the purchase obligation to the rights of the company's other creditors, security for a deferred purchase price, and a covenant not to compete or other restriction on a dissociated member; and (3) require the dissociated member to deliver an assignment of the interest to the purchaser upon receipt of the purchase price or the first installment of the purchase price. (b) After the dissociated member delivers the assignment, the dissociated member has no further claim against the company, its members, officers, or managers, if any, other than a claim to any unpaid balance of the purchase price and a claim under any agreement with the company or the remaining members that is not terminated by the court. (c) If the purchase is not completed in accordance with the specified terms, the company is to be dissolved upon application under section 1801, subsection (b), item (5), subitem (iv) of this chapter. If a limited liability company is so dissolved, the dissociated member has the same rights and priorities in the company's assets as if the sale had not been ordered. (d) If the court finds that a party to the proceeding acted arbitrarily, vexatiously, or not in good faith, it may award one or more other parties their reasonable expenses, including attorney's fees and the expenses of appraisers or other experts, incurred in the proceeding. The finding may be based on the company's failure to make an offer to pay or to comply with section 1701, subsection (b) of this chapter. (e) Interest must be paid on the amount awarded from the date determined under section 1701, subsection (a) of this chapter to the date of payment.
V.I. Code tit. 13, § 1703 (2019)
2019 US Virgin Islands Code|Title 13 - Corporations and Associations|Chapter 15 - Uniform Limited Liability Company Act|Subchapter VII - Member's Dissociation When Business Not Wound Up|§ 1703. Dissociated member's power to bind limited liability company

 For two years after a member dissociates without the dissociation resulting in a dissolution and winding up of a limited liability company's business, the company, including a surviving company under subchapter IX of this chapter, is bound by an act of the dissociated member which would have bound the company under section 1301 of this chapter before dissociation only if at the time of entering into the transaction the other party: (1) reasonably believed that the dissociated member was then a member; (2) did not have notice of the member's dissociation; and (3) is not deemed to have had notice under section 1704 of this chapter.
V.I. Code tit. 13, § 1704 (2019)
2019 US Virgin Islands Code|Title 13 - Corporations and Associations|Chapter 15 - Uniform Limited Liability Company Act|Subchapter VII - Member's Dissociation When Business Not Wound Up|§ 1704. Statement of dissociation

 (a) A dissociated member or a limited liability company may file in the office of the Lieutenant Governor a statement of dissociation stating the name of the company and that the member is dissociated from the company. (b) For the purposes of sections 1301 and 1703 of this chapter, a person not a member is deemed to have notice of the dissociation 90 days after the statement of dissociation is filed.
V.I. Code tit. 13, § 1801 (2019)
2019 US Virgin Islands Code|Title 13 - Corporations and Associations|Chapter 15 - Uniform Limited Liability Company Act|Subchapter VIII - Winding Up Company's Business|§ 1801. Events causing dissolution and winding up of company's business

 A limited liability company is dissolved, and its business must be wound up, upon the occurrence of any of the following events: (1) an event specified in the operating agreement; (2) consent of the number or percentage of members specified in the operating agreement; (3) an event that makes it unlawful for all or substantially all of the business of the company to be continued, but any cure of illegality within 90 days after notice to the company of the event is effective retroactively to the date of the event for purposes of this section; (4) on application by a member or a dissociated member, upon entry of a judicial decree that: (i) the economic purpose of the company is likely to be unreasonably frustrated; (ii) another member has engaged in conduct relating to the company's business that makes it not reasonably practicable to carry on the company's business with that member; (iii) it is not otherwise reasonably practicable to carry on the company's business in conformity with the articles of organization and the operating agreement; (iv) the company failed to purchase the petitioner's distributional interest as required by section 1701 of this chapter; or (v) the managers or members in control of the company have acted, are acting, or will act in a manner that is illegal, oppressive, fraudulent, or unfairly prejudicial to the petitioner; or (5) on application by a transferee of a member's interest, a judicial determination that it is equitable to wind up the company's business: (i) after the expiration of the specified term, if the company was for a specified term at the time the applicant became a transferee by member dissociation, transfer, or entry of a charging order that gave rise to the transfer; or (ii) at any time, if the company was at will at the time the applicant became a transferee by member dissociation, transfer, or entry of a charging order that gave rise to the transfer.