reglab/housing_qa huggingface dataset:
V.I. Code tit. 13, § 1802 (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|§ 1802. Limited liability company continues after dissolution

 (a) Subject to subsection (b) of this section, a limited liability company continues after dissolution only for the purpose of winding up its business. (b) At any time after the dissolution of a limited liability company and before the winding up of its business is completed, the members, including a dissociated member whose dissociation caused the dissolution, may unanimously waive the right to have the company's business wound up and the company terminated. In that case: (1) the limited liability company resumes carrying on its business as if dissolution had never occurred and any liability incurred by the company or a member after the dissolution and before the waiver is determined as if the dissolution had never occurred; and (2) the rights of a third party accruing under section 1804, subsection (a) of this chapter or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver are not adversely affected.
V.I. Code tit. 13, § 1803 (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|§ 1803. Right to wind up limited liability company's business

 (a) After dissolution, a member who has not wrongfully dissociated may participate in winding up a limited liability company's business, but on application of any member, member's legal representative, or transferee, the Superior Court, for good cause shown, may order judicial supervision of the winding up. (b) A legal representative of the last surviving member may wind up a limited liability company's business. (c) A person winding up a limited liability company's business may preserve the company's business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle and close the company's business, dispose of and transfer the company's property, discharge the company's liabilities, distribute the assets of the company pursuant to section 1806 of this chapter, settle disputes by mediation or arbitration, and perform other necessary acts.
V.I. Code tit. 13, § 1804 (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|§ 1804. Member's or manager's power and liability as agent after dissolution

 (a) A limited liability company is bound by a member's or manager's act after dissolution that: (1) is appropriate for winding up the company's business; or (2) would have bound the company under section 1301 of this chapter before dissolution, if the other party to the transaction did not have notice of the dissolution. (b) A member or manager who, with knowledge of the dissolution, subjects a limited liability company to liability by an act that is not appropriate for winding up the company's business is liable to the company for any damage caused to the company arising from the liability.
V.I. Code tit. 13, § 1805 (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|§ 1805. Articles of termination

 (a) At any time after dissolution and winding up, a limited liability company may terminate its existence by filing with the office of the Lieutenant Governor articles of termination stating: (1) the name of the company; (2) the date of the dissolution; and (3) that the company's business has been wound up and the legal existence of the company has been terminated. (b) The existence of a limited liability company is terminated upon the filing of the articles of termination, or upon a later effective date, if specified in the articles of termination.
V.I. Code tit. 13, § 1806 (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|§ 1806. Distribution of assets in winding up limited liability company's business

 (a) In winding up a limited liability company's business, the assets of the company must be applied to discharge its obligations to creditors, including members who are creditors. Any surplus must be applied to pay in money the net amount distributable to members in accordance with their right to distributions under subsection (b) of this section. (b) Each member is entitled to a distribution upon the winding up of the limited liability company's business consisting of a return of all contributions which have not previously been returned and a distribution of any remainder in equal shares.
V.I. Code tit. 13, § 1807 (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|§ 1807. Known claims against dissolved limited liability company

 (a) A dissolved limited liability company may dispose of the known claims against it by following the procedure described in this section. (b) A dissolved limited liability company shall notify its known claimants in writing of the dissolution. The notice must: (1) specify the information required to be included in a claim; (2) provide a mailing address where the claim is to be sent; (3) state the deadline for receipt of the claim, which may not be less than 120 days after the date the written notice is received by the claimant; and (4) state that the claim will be barred if not received by the deadline. (c) A claim against a dissolved limited liability company is barred if the requirements of subsection (b) of this section are met, and: (1) the claim is not received by the specified deadline; or (2) in the case of a claim that is timely received but rejected by the dissolved company, the claimant does not commence a proceeding to enforce the claim within 90 days after the receipt of the notice of the rejection. (d) For purposes of this section, “claim” does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
V.I. Code tit. 13, § 1808 (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|§ 1808. Other claims against dissolved limited liability company

 (a) A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice. (b) The notice must: (1) be published at least once in a newspaper of general circulation in the judicial district in which the dissolved limited liability company's principal office is located or, if none in the Virgin Islands, in which its designated office is or was last located; (2) describe the information required to be contained in a claim and provide a mailing address where the claim is to be sent; and (3) state that a claim against the limited liability company is barred unless a proceeding to enforce the claim is commenced within five years after publication of the notice. (c) If a dissolved limited liability company publishes a notice in accordance with subsection (b) of this section, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved company within five years after the publication date of the notice: (1) a claimant who did not receive written notice under section 1807 of this chapter; (2) a claimant whose claim was timely sent to the dissolved company but not acted on; and (3) a claimant whose claim is contingent or based on an event occurring after the effective date of dissolution. (d) A claim not barred under this section may be enforced: (1) against the dissolved limited liability company, to the extent of its undistributed assets; or (2) if the assets have been distributed in liquidation, against a member of the dissolved company to the extent of the member's proportionate share of the claim or the company's assets distributed to the member in liquidation, whichever is less, but a member's total liability for all claims under this section may not exceed the total amount of assets distributed to the member.
V.I. Code tit. 13, § 1809 (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|§ 1809. Grounds for administrative dissolution

 The Lieutenant Governor may commence a proceeding to dissolve a limited liability company administratively if the company does not: (1) pay any fees, taxes, or penalties imposed by this chapter or other law within 60 days after they are due; or (2) deliver its annual report to the office of the Lieutenant Governor within 60 days after it is due.
V.I. Code tit. 13, § 1810 (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|§ 1810. Procedure for and effect of administrative dissolution

 (a) If the Lieutenant Governor determines that a ground exists for administratively dissolving a limited liability company, the Lieutenant Governor shall enter a record of the determination and serve the company with a copy of the record. (b) If the company does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Lieutenant Governor that each ground determined by the Lieutenant Governor does not exist within 60 days after service of the notice, the Lieutenant Governor shall administratively dissolve the company by signing a certification of the dissolution that recites the ground for dissolution and its effective date. The Lieutenant Governor shall file the original of the certificate and serve the company with a copy of the certificate. (c) A company administratively dissolved continues its existence, but may carry on only business necessary to wind up and liquidate its business and affairs under section 1802 of this chapter and to notify claimants under sections 1807 and 1808 of this chapter. (d) The administrative dissolution of a company does not terminate the authority of its agent for service of process.
V.I. Code tit. 13, § 1811 (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|§ 1811. Reinstatement following administrative dissolution

 (a) A limited liability company administratively dissolved may apply to the office of the Lieutenant Governor for reinstatement within two years after the effective date of dissolution. The application must: (1) recite the name of the company and the effective date of its administrative dissolution; (2) state that the ground for dissolution either did not exist or have been eliminated; (3) state that the company's name satisfies the requirements of section 1106 of this chapter; and (4) contain a certificate from the Virgin Islands Bureau of Internal Revenue reciting that all taxes owed by the company have been paid. (b) If the Lieutenant Governor determines that the application contains the information required by subsection (a) of this section and that the information is correct, the Lieutenant Governor shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites this determination and the effective date of reinstatement, file the original of the certificate, and serve the company with a copy of the certificate. (c) When reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the company may resume its business as if the administrative dissolution had never occurred.
V.I. Code tit. 13, § 1812 (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|§ 1812. Appeal from denial of reinstatement

 (a) If the Lieutenant Governor denies a limited liability company's application for reinstatement following administrative dissolution, the Lieutenant Governor shall serve the company with a record that explains the reason or reasons for denial. (b) The company may appeal the denial of reinstatement to the Superior Court within 30 days after service of the notice of denial is perfected. The company appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the Lieutenant Governor's certificate of dissolution, the company's application for reinstatement, and the Lieutenant Governor's notice of denial. (c) The court may summarily order the Lieutenant Governor to reinstate the dissolved company or may take other action the court considers appropriate. (d) The court's final decision may be appealed as in other civil proceedings.
V.I. Code tit. 13, § 1901 (2019)
2019 US Virgin Islands Code|Title 13 - Corporations and Associations|Chapter 15 - Uniform Limited Liability Company Act|Subchapter IX - Conversions and Mergers|§ 1901. Definitions

 In this subchapter: (1) “Corporation” means a corporation under Title 13, chapter 1, Virgin Islands Code, a predecessor law, or comparable law of another jurisdiction. (2) “General partner” means a partner in a partnership and a general partner in a limited partnership. (3) “Limited partner” means a limited partner in a limited partnership. (4) “Limited partnership” means a limited partnership created pursuant to Title 26, Virgin Islands Code, a predecessor law, or comparable law of another jurisdiction. (5) “Partner” includes a general partner and a limited partner. (6) “Partnership” means a general partnership under Title 26, Virgin Islands Code, a predecessor law, or comparable law of another jurisdiction. (7) “Partnership agreement” means an agreement among the partners concerning the partnership or limited partnership. (8) “Shareholder” means a shareholder in a corporation.
V.I. Code tit. 13, § 1902 (2019)
2019 US Virgin Islands Code|Title 13 - Corporations and Associations|Chapter 15 - Uniform Limited Liability Company Act|Subchapter IX - Conversions and Mergers|§ 1902. Conversion of partnership or limited partnership to limited liability company

 (a) A partnership or limited partnership may be converted to a limited liability company pursuant to this section. (b) The terms and conditions of a conversion of a partnership or limited partnership to a limited liability company must be approved by all of the partners or by a number or percentage of the partners required for conversion in the partnership agreement. (c) An agreement of conversion must set forth the terms and conditions of the conversion of the interests of partners of a partnership or of a limited partnership, as the case may be, into interests in the converted limited liability company or the cash or other consideration to be paid or delivered as a result of the conversion of the interests of the partners, or a combination thereof. (d) After a conversion is approved under subsection (b) of this section, the partnership or limited partnership shall file articles of organization in the office of the Lieutenant Governor which satisfy the requirements of section 1203 of this chapter and contain: (1) a statement that the partnership or limited partnership was converted to a limited liability company from a partnership or limited partnership, as the case may be; (2) its former name; (3) a statement of the number of votes cast by the partners entitled to vote for and against the conversion and, if the vote is less than unanimous, the number or percentage required to approve the conversion under subsection (b) of this section; and (4) in the case of a limited partnership, a statement that the certificate of limited partnership is to be canceled as of the date the conversion took effect. (e) In the case of a limited partnership, the filing of articles of organization under subsection (d) of this section cancels its certificate of limited partnership as of the date the conversion took effect. (f) A conversion takes effect when the articles of organization are filed in the office of the Lieutenant Governor or at any later date specified in the articles of organization. (g) A general partner who becomes a member of a limited liability company as a result of a conversion remains liable as a partner for an obligation incurred by the partnership or limited partnership before the conversion takes effect. (h) A general partner's liability for all obligations of the limited liability company incurred after the conversion takes effect is that of a member of the company. A limited partner who becomes a member as a result of a conversion remains liable only to the extent the limited partner was liable for an obligation incurred by the limited partnership before the conversion takes effect.
V.I. Code tit. 13, § 1903 (2019)
2019 US Virgin Islands Code|Title 13 - Corporations and Associations|Chapter 15 - Uniform Limited Liability Company Act|Subchapter IX - Conversions and Mergers|§ 1903. Effect of conversion; entity unchanged

 (a) A partnership or limited partnership that has been converted pursuant to this subchapter is for all purposes the same entity that existed before the conversion. (b) When a conversion takes effect: (1) all property owned by the converting partnership or limited partnership vests in the limited liability company; (2) all debts, liabilities, and other obligations of the converting partnership or limited partnership continue as obligations of the limited liability company; (3) an action or proceeding pending by or against the converting partnership or limited partnership may be continued as if the conversion had not occurred; (4) except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the converting partnership or limited partnership vest in the limited liability company; and (5) except as otherwise provided in the agreement of conversion under section 1902, subsection (c) of this chapter, all of the partners of the converting partnership continue as members of the limited liability company.
V.I. Code tit. 13, § 1904 (2019)
2019 US Virgin Islands Code|Title 13 - Corporations and Associations|Chapter 15 - Uniform Limited Liability Company Act|Subchapter IX - Conversions and Mergers|§ 1904. Merger of entities

 (a) Pursuant to a plan of merger approved under subsection (c) of this section, a limited liability company may be merged with or into one or more limited liability companies, foreign limited liability companies, corporations, foreign corporations, partnerships, foreign partnerships, limited partnerships, foreign limited partnerships, or other domestic or foreign entities. (b) A plan of merger must set forth: (1) the name of each entity that is a party to the merger; (2) the name of the surviving entity into which the other entities will merge; (3) the type of organization of the surviving entity; (4) the terms and conditions of the merger; (5) the manner and basis for converting the interests of each party to the merger into interests or obligations of the surviving entity, or into money or other property in whole or in part; and (6) the physical address of the surviving entity's principal place of business. (c) A plan of merger must be approved: (1) in the case of a limited liability company that is a party to the merger, by all of the members or by a number or percentage of members specified in the operating agreement; (2) in the case of a foreign limited liability company that is a party to the merger, by the vote required for approval of a merger by the law of the state or foreign jurisdiction in which the foreign limited liability company is organized; (3) in the case of a partnership or domestic limited partnership that is a party to the merger, by the vote required for approval of a conversion under section 1902, subsection (b) of this chapter; and (4) in the case of any other entities that are parties to the merger, by the vote required for approval of a merger by the law of the Virgin Islands or of the state or foreign jurisdiction in which the entity is organized and, in the absence of such a requirement, by all the owners of interests in the entity. (d) After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan. (e) The merger is effective upon the filing of the articles of merger with the office of the Lieutenant Governor, or at such later date as the articles may provide.
V.I. Code tit. 13, § 1905 (2019)
2019 US Virgin Islands Code|Title 13 - Corporations and Associations|Chapter 15 - Uniform Limited Liability Company Act|Subchapter IX - Conversions and Mergers|§ 1905. Articles of merger

 (a) After approval of the plan of merger under section 1904, subsection (c) of this chapter, unless the merger is abandoned under section 1904, subsection (d) of this chapter, articles of merger must be signed on behalf of each limited liability company and other entity that is a party to the merger and delivered to the office of the Lieutenant Governor for filing. The articles must set forth: (1) the name and jurisdiction of formation or organization of each of the limited liability companies and other entities that are parties to the merger; (2) for each limited liability company that is to merge, the date its articles of organization were filed with the Lieutenant Governor; (3) that a plan of merger has been approved and signed by each limited liability company and other entity that is to merge; (4) the name and address of the surviving limited liability company or other surviving entity; (5) the effective date of the merger; (6) if a limited liability company is the surviving entity, such changes in its articles of organization as are necessary by reason of the merger; (7) if a party to a merger is a foreign limited liability company, the jurisdiction and date of filing of its initial articles of organization and the date when its application for authority was filed with the office of the Lieutenant Governor or, if an application has not been filed, a statement to that effect; and (8) if the surviving entity is not a limited liability company, an agreement that the surviving entity may be served with process within the Virgin Islands and is subject to liability in any action or proceeding for the enforcement of any liability or obligation of any limited liability company previously subject to suit within the Virgin Islands which is to merge, and for the enforcement, as provided in this chapter, of the right of members of any limited liability company to receive payment for their interest against the surviving entity. (b) If a foreign limited liability company is the surviving entity of a merger, it may not do business within the Virgin Islands until an application for that authority is filed with the office of the Lieutenant Governor. (c) The surviving limited liability company or other entity shall furnish a copy of the plan of merger, on request and without cost, to any member of any limited liability company or any person holding an interest in any other entity that is to merge. (d) Articles of merger operate as an amendment to the limited liability company's articles of organization.