reglab/housing_qa huggingface dataset:
IN Code § 23-18-9-4 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 18. Limited Liability Companies|Chapter 9. Voluntary Dissolution|23-18-9-4. Entities Entitled to Wind Up Company's Business or Affairs

Sec. 4. Unless otherwise provided in a written operating agreement, the following may wind up the business or affairs of the limited liability company:(1) The members or managers with authority to manage the limited liability company under IC 23-18-4-1.(2) If a member or manager has engaged in wrongful conduct or upon other cause shown, the circuit or superior court of:(A) the county in which the limited liability company's principal office is located; or(B) if there is none in Indiana the county in which its registered office is located;on application by a member or the member's legal representative or assignee.As added by P.L.8-1993, SEC.301.
IN Code § 23-18-9-5 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 18. Limited Liability Companies|Chapter 9. Voluntary Dissolution|23-18-9-5. Binding Acts of Members Following Dissolution

Sec. 5. (a) Except as provided in subsections (c), (d), and (e), following dissolution a member may bind the limited liability company:(1) by an act appropriate for winding up the affairs of the limited liability company or completing transactions unfinished at the time of dissolution; and(2) in a transaction that would have been binding on the limited liability company had the limited liability company not been dissolved if each party to the transaction does not have notice of the dissolution.(b) The filing of articles of dissolution under section 7 of this chapter constitutes notice of dissolution for purposes of subsection (a)(2).(c) An act of a member that is not binding on the limited liability company under subsection (a) is binding if the act is authorized by the limited liability company.(d) An act of a member that would be binding under subsection (a) or would be authorized except for a restriction on authority does not bind the limited liability company to persons having knowledge of the restriction.(e) If the articles of organization provide for a manager or managers and the manager or managers have delegated the exclusive authority to manage the affairs of the limited liability company, then a manager has the authority of a member under subsection (a), and a member does not have authority while acting solely in the capacity of a member.As added by P.L.8-1993, SEC.301.
IN Code § 23-18-9-6 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 18. Limited Liability Companies|Chapter 9. Voluntary Dissolution|23-18-9-6. Distribution of Assets

Sec. 6. Upon the winding up of a limited liability company, the assets must be distributed as follows:(1) To creditors, including members and managers who are creditors to the extent permitted by law, to satisfy the liabilities of the limited liability company whether by payment or by the establishment of adequate reserves except for liabilities for distributions to members under IC 23-18-5-4, and IC 23-18-5-5 or IC 23-18-5-5.1.(2) Unless otherwise provided in a written operating agreement, to members and former members to satisfy the liabilities for distributions under IC 23-18-5-4 and IC 23-18-5-5.(3) Unless otherwise provided in a written operating agreement, to members in proportion to the returned contribution.As added by P.L.8-1993, SEC.301. Amended by P.L.269-1999, SEC.16.
IN Code § 23-18-9-7 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 18. Limited Liability Companies|Chapter 9. Voluntary Dissolution|23-18-9-7. Articles of Dissolution; Filing

Sec. 7. At any time after a limited liability company dissolves, the limited liability company may deliver to the secretary of state for filing articles of dissolution setting forth the following:(1) The name of the limited liability company.(2) The date of filing of the articles of organization.(3) The address of the principal office of the limited liability company.(4) The date dissolution occurred.(5) Other information the members or managers filing the articles determine.As added by P.L.8-1993, SEC.301.
IN Code § 23-18-9-7.5 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 18. Limited Liability Companies|Chapter 9. Voluntary Dissolution|23-18-9-7.5. Revocation of Dissolution

Sec. 7.5. (a) A limited liability company may revoke its dissolution within one hundred twenty (120) days of its effective date.(b) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless the authorization for dissolution permitted revocation of the dissolution by action of the managers alone. If the authorization for dissolution permitted revocation of the dissolution by action of the managers alone, the managers may revoke the dissolution without member action.(c) After the revocation of dissolution is authorized, the limited liability company may revoke the dissolution by delivering to the secretary of state for filing articles of dissolution and articles of revocation of dissolution. The articles of revocation of dissolution must set forth the following:(1) The name of the limited liability company.(2) The effective date of the revocation of dissolution.(3) The date that the revocation of dissolution was authorized.(4) If applicable, a statement that the limited liability company's members or managers revoked the dissolution.(5) If the limited liability company's members or managers revoked a dissolution authorized by the members or managers, a statement that the authorization permitted revocation of the dissolution by action of the members or of the managers alone.(d) Unless otherwise specified, a revocation of dissolution is effective when articles of revocation of dissolution are filed.(e) A revocation of dissolution relates back to and takes effect as of the effective date of the dissolution. A limited liability company whose dissolution is revoked resumes carrying on business as if there had been no dissolution.As added by P.L.130-2006, SEC.33. Amended by P.L.1-2007, SEC.164.
IN Code § 23-18-9-8 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 18. Limited Liability Companies|Chapter 9. Voluntary Dissolution|23-18-9-8. Claims

Sec. 8. (a) As used in this section, "claim" does not include a contingent liability or a claim based on an event occurring after the date of dissolution.(b) A dissolved limited liability company may dispose of the known claims against it by following the procedure described in this section.(c) The dissolved limited liability company shall notify known claimants in writing of the dissolution at any time after the dissolution. The written notice must contain the following:(1) The amount that the dissolved limited liability company believes will satisfy the claim.(2) A statement that the creditor has the right to dispute the amount of the claim and a description of the procedure for disputing the amount of the claim.(3) A mailing address where a dispute of the amount of the claim may be sent.(4) The deadline for receiving disputing claims. The deadline may not be less than sixty (60) days after the effective date of the written notice.(5) A statement that the claim will be fixed at the amount specified by the dissolved limited liability company if a dispute of the amount of the claim is not received by the deadline.(d) If the amount of the claim is disputed, the claimant must notify the dissolved limited liability company of the dispute by the deadline. If the dissolved limited liability company rejects the disputed amount, the claimant must commence a proceeding to enforce the claim not more than ninety (90) days after the effective date of the limited liability company's rejection notice.(e) The amount of the claim is fixed under one (1) of the following conditions:(1) The claimant does not notify the dissolved limited liability company by the deadline.(2) The claimant has notified the dissolved limited liability company of a dispute and has received a rejection notice and does not commence a proceeding within ninety (90) days from the effective date of the rejection notice.(f) Regardless of a dispute in the amount of the claim, the dissolved limited liability company must tender to the claimant the amount of the claim specified in the notice of the claim given under subsection (c) not more than thirty (30) days after the earlier of the following dates:(1) The date that the claim becomes fixed.(2) The date that the claimant commences the proceeding to enforce the claim.As added by P.L.8-1993, SEC.301.
IN Code § 23-18-9-9 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 18. Limited Liability Companies|Chapter 9. Voluntary Dissolution|23-18-9-9. Notice of Dissolution

Sec. 9. (a) A dissolved limited liability company may publish notice of its dissolution and request that persons with claims against the limited liability company present them in accordance with the notice.(b) The notice must meet the following requirements:(1) Be published one (1) time in a newspaper of general circulation in the county where the dissolved limited liability company's principal office, or if there is none in Indiana its registered office, is or was last located.(2) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent.(3) State that a claim against the limited liability company will be barred unless a proceeding to enforce the claim is commenced not more than two (2) years after the publication of the notice.(c) If the dissolved limited liability company publishes a notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved limited liability company not more than two (2) years after the publication date of the notice:(1) A claimant who did not receive written notice under section 8 of this chapter.(2) A claimant whose claim was timely sent to the dissolved limited liability company but not acted on.(3) A claimant whose claim is contingent or based on an event occurring after the date of dissolution.(d) A claim may be enforced under this section:(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 limited liability company to the extent of the member's pro rata share of the claim or the 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.As added by P.L.8-1993, SEC.301.
IN Code § 23-18-9-10 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 18. Limited Liability Companies|Chapter 9. Voluntary Dissolution|23-18-9-10. Claimants Not Found or Incompetent to Receive Assets; Deposits for Safekeeping; Disbursement Upon Proof of Entitlement

Sec. 10. Assets of a dissolved limited liability company that should be transferred to a creditor, claimant, or member of the limited liability company who cannot be found or who is not competent to receive the assets must be reduced to cash and deposited with the treasurer of state or other appropriate state official for safekeeping. When the creditor, claimant, or member furnishes satisfactory proof of entitlement to the amount deposited, the treasurer of state or other appropriate state official must pay to the creditor, claimant, or member or a representative of the creditor, claimant, or member that amount.As added by P.L.8-1993, SEC.301.
IN Code § 23-18-13-1 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 18. Limited Liability Companies|Chapter 13. Applicability of Other Provisions|23-18-13-1. Application of State and Federal Constitutions; Ic 1-1

Sec. 1. All provisions of the Constitution of the United States, the Constitution of the State of Indiana, and IC 1-1 apply to this article.As added by P.L.8-1993, SEC.301.
IN Code § 23-18-13-2 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 18. Limited Liability Companies|Chapter 13. Applicability of Other Provisions|23-18-13-2. References

Sec. 2. All references to this article in the articles of organization, operating agreement, and other rules that govern the internal affairs of a limited liability company are considered references to IC 23-0.5 and IC 23-0.6 also.As added by P.L.118-2017, SEC.109.
IN Code § 23-18.1-1-1 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 18.1. Series Limited Liability Companies|Chapter 1. Application|23-18.1-1-1. Application of Article

Sec. 1. This article is applicable to all series limited liability companies.As added by P.L.170-2016, SEC.19.
IN Code § 23-18.1-1-2 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 18.1. Series Limited Liability Companies|Chapter 1. Application|23-18.1-1-2. Applicability of Other Laws

Sec. 2. This article does not of itself create an implication that a contrary or different rule of law is applicable to a limited liability company that is not a series limited liability company.As added by P.L.170-2016, SEC.19.
IN Code § 23-18.1-1-3 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 18.1. Series Limited Liability Companies|Chapter 1. Application|23-18.1-1-3. Application of Article

Sec. 3. This article does not affect a statute or rule of law that is applicable to a limited liability company that is not a series limited liability company.As added by P.L.170-2016, SEC.19.
IN Code § 23-18.1-1-4 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 18.1. Series Limited Liability Companies|Chapter 1. Application|23-18.1-1-4. Limited Liability Company Law Applicable

Sec. 4. Except as otherwise provided in this article, IC 23-18 is generally applicable to all series limited liability companies.As added by P.L.170-2016, SEC.19.
IN Code § 23-18.1-1-5 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 18.1. Series Limited Liability Companies|Chapter 1. Application|23-18.1-1-5. Certificate of Designation and Operating Agreement Consistent With This Article

Sec. 5. The certificate of designation or operating agreement of a series limited liability company may not limit, be inconsistent with, or supersede this article.As added by P.L.170-2016, SEC.19.
IN Code § 23-18.1-2-1 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 18.1. Series Limited Liability Companies|Chapter 2. Definitions|23-18.1-2-1. Application of Limited Liability Company Definitions

Sec. 1. The definitions in IC 23-18-1 apply throughout this article.As added by P.L.170-2016, SEC.19.
IN Code § 23-18.1-2-2 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 18.1. Series Limited Liability Companies|Chapter 2. Definitions|23-18.1-2-2. Application of Definitions

Sec. 2. The definitions in this chapter apply throughout this article.As added by P.L.170-2016, SEC.19.
IN Code § 23-18.1-2-3 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 18.1. Series Limited Liability Companies|Chapter 2. Definitions|23-18.1-2-3. "Articles of Designation"

Sec. 3. "Articles of designation" means:(1) the articles of designation described in IC 23-18.1-6-2; and(2) any amended or restated articles of designation.As added by P.L.170-2016, SEC.19.
IN Code § 23-18.1-2-4 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 18.1. Series Limited Liability Companies|Chapter 2. Definitions|23-18.1-2-4. "Foreign Master Limited Liability Company"

Sec. 4. "Foreign master limited liability company" means a foreign limited liability company that:(1) has filed a certificate of authority under this article; and(2) is organized under a law that allows for the designation of one (1) or more series.As added by P.L.170-2016, SEC.19.
IN Code § 23-18.1-2-5 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 18.1. Series Limited Liability Companies|Chapter 2. Definitions|23-18.1-2-5. "Master Limited Liability Company"

Sec. 5. "Master limited liability company" means a limited liability company that is formed under this article whose articles of organization authorize the designation of one (1) or more series.As added by P.L.170-2016, SEC.19.
IN Code § 23-18.1-2-6 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 18.1. Series Limited Liability Companies|Chapter 2. Definitions|23-18.1-2-6. "Operating Agreement"

Sec. 6. "Operating agreement" means an operating agreement, as amended from time to time, adopted for the governance of a master limited liability company. The term includes an operating agreement that:(1) sets forth the governance of any series; or(2) refers to a separate series agreement.As added by P.L.170-2016, SEC.19.
IN Code § 23-18.1-2-7 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 18.1. Series Limited Liability Companies|Chapter 2. Definitions|23-18.1-2-7. "Series"

Sec. 7. "Series", in the context of a series limited liability company, means a limited liability company series of interest established from time to time by the filing of articles of designation that:(1) has separate rights, powers, or duties with respect to specified property or obligations; and(2) to the extent provided for in an operating agreement, may have a separate business purpose or investment objective from that of:(A) the master limited liability company; or(B) any other series of the master limited liability company.As added by P.L.170-2016, SEC.19.
IN Code § 23-18.1-2-8 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 18.1. Series Limited Liability Companies|Chapter 2. Definitions|23-18.1-2-8. "Series Agreement"

Sec. 8. "Series agreement" means an agreement, as amended from time to time, adopted for the governance of the series.As added by P.L.170-2016, SEC.19.
IN Code § 23-18.1-2-9 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 18.1. Series Limited Liability Companies|Chapter 2. Definitions|23-18.1-2-9. "Series Limited Liability Company"

Sec. 9. "Series limited liability company" means a master limited liability company that has designated one (1) or more series.As added by P.L.170-2016, SEC.19.
IN Code § 23-18.1-3-1 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 18.1. Series Limited Liability Companies|Chapter 3. Series Limited Liability Status|23-18.1-3-1. Organized as Master Limited Liability Company or Foreign Master Limited Liability Company; Designation of Series

Sec. 1. (a) A master limited liability company must be organized in accordance with IC 23-18-2 and its articles of organization must authorize the designation of one (1) or more series.(b) A foreign master limited liability company must be:(1) authorized to transact business in Indiana in accordance with IC 23-0.5-5; and(2) organized under a law that allows for the designation of one (1) or more series.Its articles of organization must authorize the designation of one (1) or more series.As added by P.L.170-2016, SEC.19. Amended by P.L.118-2017, SEC.110.
IN Code § 23-18.1-3-2 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 18.1. Series Limited Liability Companies|Chapter 3. Series Limited Liability Status|23-18.1-3-2. Election of Series Limited Liability Company by Existing Limited Liability Company; Amending Articles of Incorporation; Unanimous Consent

Sec. 2. (a) Subject to subsection (b), an existing limited liability company may become a master limited liability company under this article by amending its articles of organization to contain, in addition to any content requirements for articles of organization under IC 23-18, a statement that the limited liability company is authorized to designate one (1) or more series.(b) An amendment to the articles of organization under subsection (a) is not effective unless the amendment is adopted by unanimous consent of the members.As added by P.L.170-2016, SEC.19.
IN Code § 23-18.1-3-3 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 18.1. Series Limited Liability Companies|Chapter 3. Series Limited Liability Status|23-18.1-3-3. Plan of Merger, Consolidation, Conversion, or Share Exchange; Unanimous Consent

Sec. 3. (a) This section does not apply to a limited liability company that is a party to a merger if the members are not entitled to vote on the merger under IC 23-0.6-2-3.(b) If:(1) a domestic entity that is not a series limited liability company is a party to:(A) a merger, consolidation, or conversion; or(B) the exchanging entity in a share exchange; and(2) the surviving entity in the merger, consolidation, conversion, or share exchange is to be a series limited liability company;the plan of merger, consolidation, conversion, or share exchange must be adopted by the domestic entity by unanimous consent of the members, shareholders, or partners, as applicable.As added by P.L.170-2016, SEC.19. Amended by P.L.118-2017, SEC.111.
IN Code § 23-18.1-3-4 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 18.1. Series Limited Liability Companies|Chapter 3. Series Limited Liability Status|23-18.1-3-4. Terminating Status; Unanimous Consent

Sec. 4. (a) Subject to subsection (b), a series limited liability company may terminate its status as a series limited liability company and cease to be subject to this article by amending its articles of organization to delete the statement in its articles of organization required under section 1 of this chapter. All associated series terminate upon the effective date of the amendment.(b) An amendment to the articles of organization under subsection (a) is not effective unless the amendment is adopted by unanimous consent of the members.As added by P.L.170-2016, SEC.19.
IN Code § 23-18.1-3-5 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 18.1. Series Limited Liability Companies|Chapter 3. Series Limited Liability Status|23-18.1-3-5. Plan of Merger, Consolidation, Conversion, or Share Exchange Affecting Status; Unanimous Consent

Sec. 5. (a) This section does not apply to a limited liability company that is a party to a merger if the members of the limited liability company are not entitled to vote on the merger under IC 23-0.6-2-3.(b) If a plan of merger, consolidation, conversion, or share exchange would have the effect of terminating the status of a limited liability company as a series limited liability company, the plan must be adopted by unanimous consent of the members in order to be effective.As added by P.L.170-2016, SEC.19. Amended by P.L.118-2017, SEC.112.
IN Code § 23-18.1-3-6 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 18.1. Series Limited Liability Companies|Chapter 3. Series Limited Liability Status|23-18.1-3-6. Requirements for Sale, Lease, Exchange, or Other Disposition of Assets

Sec. 6. A sale, lease, exchange, or other disposition of all or substantially all of the assets of a series limited liability company is not effective unless one (1) or more of the following apply:(1) The transaction is in the usual and regular course of business.(2) The transaction is approved by two-thirds (2/3) of the members, unless otherwise provided for in the operating agreement.As added by P.L.170-2016, SEC.19.
IN Code § 23-18.1-4-1 (2021)
2021 Indiana Code|Title 23. Business and Other Associations|Article 18.1. Series Limited Liability Companies|Chapter 4. Formation|23-18.1-4-1. Operating Agreement Requirement

Sec. 1. A master limited liability company must have an operating agreement.As added by P.L.170-2016, SEC.19.