reglab/housing_qa huggingface dataset:
MD. Corporations and Associations Code Ann. §  4A-606 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 4A - Limited Liability Company Act|Subtitle 6 - Membership|Section 4A-606 - Cessation of Membership

    Unless otherwise agreed, a person ceases to be a member of a limited liability company upon the occurrence of any of the following events:        (1)    The person withdraws from the limited liability company as authorized by § 4A–605 of this subtitle;        (2)    The person is removed as a member in accordance with the operating agreement;        (3)    The person:            (i)    Makes an assignment for the benefit of creditors;            (ii)    Institutes a voluntary proceeding with respect to the person under the federal bankruptcy code;            (iii)    Is adjudged bankrupt or insolvent or has entered against the person an order for relief in any bankruptcy or insolvency proceeding;            (iv)    Files a petition or answer seeking for that person any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation;            (v)    Seeks, consents to, or acquiesces in the appointment of a trustee for, receiver for, or liquidation of the member or of all or any substantial part of the person’s properties; or            (vi)    Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the person in any proceeding described in this item;        (4)    The continuation of any proceeding against the person seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, for 120 days after the commencement thereof, or the appointment of a trustee, receiver, or liquidator for the members or all or any substantial part of the person’s properties without the person’s agreement or acquiescence, which appointment is not vacated or stayed for 120 days or, if the appointment is stayed, for 120 days after the expiration of the stay during which period the appointment is not vacated;        (5)    In the case of a member who is an individual, the individual’s:            (i)    Death; or            (ii)    Adjudication by a court of competent jurisdiction as incompetent to manage the individual’s person or property;        (6)    In the case of a member who is acting as a member by virtue of being a trustee of a trust, the termination of the trust;        (7)    In the case of a member that is a partnership or another limited liability company, the dissolution and commencement of winding up of the partnership or limited liability company;        (8)    In the case of a member that is a corporation, the dissolution of the corporation or the revocation of its charter;        (9)    In the case of a member that is an estate, the distribution by the fiduciary of the estate’s entire economic interest in the limited liability company; or        (10)    On assignment of all of a person’s economic interest in the limited liability company as provided in § 4A–603(d) of this subtitle.
MD. Corporations and Associations Code Ann. §  4A-606.1 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 4A - Limited Liability Company Act|Subtitle 6 - Membership|Section 4A-606.1 - Interest of Member After Cessation

    (a)    Unless otherwise agreed, if a person ceases to be a member of a limited liability company under § 4A–606 of this subtitle, and the limited liability company is not dissolved as a result, then, within a reasonable time after the person ceased to be a member, the limited liability company may elect to pay the person or the person’s successor in interest, in complete liquidation of the person’s membership interest, the fair value of the person’s economic interest in the limited liability company as of the date the person ceased to be a member, based upon the person’s right to share in distributions from the limited liability company.    (b)    If a person ceases to be a member of a limited liability company under § 4A–606 of this subtitle and the limited liability company elects not to completely liquidate the person’s membership interest under subsection (a) of this section, that person will be deemed to be an assignee of the unredeemed economic interest under §§ 4A–603 and 4A–604 of this subtitle.
MD. Corporations and Associations Code Ann. §  4A-607 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 4A - Limited Liability Company Act|Subtitle 6 - Membership|Section 4A-607 - Rights of Creditor

    (a)    (1)    In this section the following words have the meanings indicated.        (2)    “Creditor” means a person for whom a court may issue an attachment under Title 3, Subtitle 3 of the Courts Article.        (3)    “Debtor” means a person whose property or credits are subject to attachment under Title 3, Subtitle 3 of the Courts Article.    (b)    (1)    On application by a creditor of a debtor holding an economic interest in a limited liability company, a court having jurisdiction may charge the economic interest of the debtor in the limited liability company for the unsatisfied amount of the debt.        (2)    The court may appoint a receiver for the distributions due or to become due to the debtor with respect to the limited liability company and make all other orders, directions, accounts, and inquiries that the debtor would have been entitled to make or that the circumstances of the case may require.    (c)    (1)    A charging order constitutes a lien on the economic interest of the debtor in the limited liability company and requires the limited liability company to pay over to the creditor only any distributions that would otherwise be payable to the debtor whose economic interest is charged.        (2)    Subject to paragraph (3) of this subsection, the noneconomic interest of a debtor whose economic interest is subject to a charging order is unaffected and is retained by the debtor.        (3)    (i)    Unless otherwise agreed, on a showing that the distributions under a charging order will not pay the amount owed to the creditor within a reasonable time, the court may order foreclosure of the economic interest subject to the charging order and order the sale of the economic interest of the debtor.            (ii)    The purchaser of the economic interest of the debtor at the foreclosure sale is an assignee as provided in §§ 4A–603 and 4A–604 of this subtitle.    (d)    Before a foreclosure under this section, an economic interest charged may be redeemed with property:        (1)    Other than property of the limited liability company, by the debtor;        (2)    Other than property of the limited liability company, by one or more of the members other than the debtor; or        (3)    Of the limited liability company, with the consent of the members as provided in the operating agreement or, if the operating agreement does not so provide, with the consent of all of the members whose economic interests are not so charged.    (e)    This title does not deprive a debtor of a right under exemption laws with respect to the economic interest of the debtor in the limited liability company.    (f)    This section provides the exclusive remedy by which a creditor of a member may attach the membership interest of the member or otherwise satisfy the outstanding debt of the member out of the membership interest of the member.
MD. Corporations and Associations Code Ann. §  4A-701 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 4A - Limited Liability Company Act|Subtitle 7 - Merger|Section 4A-701 - Merger in General

    (a)    Unless otherwise agreed, a domestic limited liability company may merge into one or more:        (1)    Domestic limited liability companies;        (2)    Foreign limited liability companies;        (3)    Partnerships;        (4)    Limited partnerships;        (5)    Corporations having capital stock; or        (6)    Business trusts having transferable units of beneficial interest.    (b)    One or more domestic limited liability companies, foreign limited liability companies, partnerships, limited partnerships, corporations having capital stock, or business trusts having transferable units of beneficial interest may merge into a domestic limited liability company.
MD. Corporations and Associations Code Ann. §  4A-702 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 4A - Limited Liability Company Act|Subtitle 7 - Merger|Section 4A-702 - Approval of Merger

    (a)    The proposed merger shall be approved in the manner provided by this section.    (b)    A corporation shall approve the merger under the provisions of § 3–105 of this article.    (c)    A business trust shall approve the merger under the provisions of § 8–501.1 or § 12–602 of this article.    (d)    A partnership shall approve the merger under the provisions of § 9A–902 of this article.    (e)    A limited partnership shall approve the merger under the provisions of § 10–208 of this article.    (f)    Unless otherwise agreed, a domestic limited liability company shall approve the merger by the consent of the members holding at least two–thirds of the interest in profits of the limited liability company as determined under § 4A–503 of this title.    (g)    A foreign limited liability company party to the merger shall have the merger advised, authorized, and approved in the manner and by the vote required by the laws of the place where it is organized.
MD. Corporations and Associations Code Ann. §  4A-703 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 4A - Limited Liability Company Act|Subtitle 7 - Merger|Section 4A-703 - Execution and Filing of Articles of Merger

    Articles of merger shall:         (1)    Contain the provisions required by § 3-109 of this article and other provisions permitted by that section;        (2)    Be executed:            (i)    In the case of a limited liability company, in the manner required by § 4A-206 of this title;            (ii)    In the case of a corporation or business trust, in the manner required by Title 1 of this article;            (iii)    In the case of a limited partnership, in the manner required by Title 10 of this article; and            (iv)    In the case of a partnership, in the manner required by Title 9A of this article; and        (3)    Be filed for record with the Department.
MD. Corporations and Associations Code Ann. §  4A-704 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 4A - Limited Liability Company Act|Subtitle 7 - Merger|Section 4A-704 - Abandonment

    (a)    Unless the articles of merger preclude the right to abandon the merger, a proposed merger may be abandoned before the effective date of the articles by:        (1)    Consent of the members of a limited liability company party to the article required to approve the merger under § 4A–702 of this subtitle, or a lesser vote as may be provided for in the operating agreement of the limited liability company;        (2)    A majority of the partners of a partnership;        (3)    A majority vote of the general partners and a majority in interest of the limited partners, as defined in § 10–208 of this article, of any limited partnership party to the articles;        (4)    A majority vote of the entire board of directors of a corporation party to the articles; and        (5)    A majority vote of the entire board of trustees of a business trust party to the articles.    (b)    If the articles of merger have been filed with the Department, notice of the abandonment shall be given promptly to the Department.    (c)    (1)    If the proposed merger is abandoned as provided in this section, no legal liability arises under the articles of merger.        (2)    An abandonment does not prejudice the rights of any person under any other contract made by a limited liability company, partnership, limited partnership, and corporation or business trust party to the proposed articles of merger in connection with the proposed merger.
MD. Corporations and Associations Code Ann. §  4A-705 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 4A - Limited Liability Company Act|Subtitle 7 - Merger|Section 4A-705 - Rights of Objector

    (a)    Unless otherwise agreed, a member of a limited liability company objecting to a merger of the limited liability company has the same rights with respect to the member’s membership interest in the limited liability company as a stockholder of a Maryland corporation who objects to a merger of the corporation has with respect to the stockholder’s stock under Title 3, Subtitle 2 of this article.    (b)    The procedures under Title 3, Subtitle 2 of this article shall be applicable to the extent practicable.
MD. Corporations and Associations Code Ann. §  4A-706 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 4A - Limited Liability Company Act|Subtitle 7 - Merger|Section 4A-706 - Certificates of Merger

    (a)    The Department shall prepare certificates of merger that specify:        (1)    The name of each party to the articles of merger;        (2)    The name of the successor and the location of its principal office in this State or, if it has none, its principal place of business; and        (3)    The time the articles of merger are accepted for record by the Department.    (b)    In addition to any other provision of law with respect to recording, the Department shall send one certificate each to the clerk of the circuit court for each county where the articles of merger show that a merging limited liability company, partnership, limited partnership, corporation, or business trust other than the successor owns an interest in land.    (c)    On receipt of the certificate of merger, the clerk promptly shall record it with the land records.
MD. Corporations and Associations Code Ann. §  4A-707 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 4A - Limited Liability Company Act|Subtitle 7 - Merger|Section 4A-707 - Property Certificate

    (a)    The Department shall require a limited liability company, limited partnership, partnership, corporation, or business trust to submit with the articles of merger a property certificate for each county where a merging limited liability company, partnership, limited partnership, corporation, or business trust other than the successor owns an interest in land.    (b)    The property certificate is not required with respect to any property in which the only interest owned by the merging limited liability company, partnership, limited partnership, corporation, or business trust is a security interest.    (c)    The property certificate:        (1)    Shall be in the form and number of copies that the Department requires; and        (2)    May include the certificate of the Department required by § 4A-706 of this subtitle.    (d)    (1)    The property certificate shall provide a deed reference or other description sufficient to identify the property.        (2)    The Department shall:            (i)    Indicate on the property certificate the time the articles of merger are accepted for record; and            (ii)    Send a copy of the property certificate to the chief assessor of the county where the property is located.    (e)    A transfer, vesting, or devolution of title to the property is not invalidated or otherwise affected by any error or defect in the property certificate, failure to file the property certificate, or failure by the Department to act on the property certificate.
MD. Corporations and Associations Code Ann. §  4A-708 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 4A - Limited Liability Company Act|Subtitle 7 - Merger|Section 4A-708 - Effective Date of Merger

    A merger is effective as of the later of:         (1)    The time the Department accepts the articles of merger for record; or        (2)    The time established under the articles of merger, not to exceed 30 days after the articles of merger are accepted for record.
MD. Corporations and Associations Code Ann. §  4A-709 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 4A - Limited Liability Company Act|Subtitle 7 - Merger|Section 4A-709 - Effects of Consummation

    (a)    A consummation of a merger has the effects provided in this section.    (b)    The separate existence of each limited liability company, limited partnership, partnership, corporation, or business trust party to the articles, except the successor, ceases.    (c)    The membership interest of each member of a limited liability company party to the articles of merger that are to be converted or exchanged under the terms of the articles of merger cease to exist, subject to the rights of an objecting member under § 4A–705 of this subtitle.    (d)    In addition to any other purposes and powers set forth in the articles of merger, if the articles provide, the successor has the purpose and powers of each party to the articles.    (e)    (1)    The assets of each party to the articles of merger, including any legacies that it would have been capable of taking, transfer to, vest in, and devolve upon the successor without further act or deed.        (2)    Confirmatory deeds, assignments, or similar instruments to evidence the transfer may be executed and delivered at any time in the name of the nonsurviving party to the articles of merger by its last acting authorized persons, general partners, officers, trustees, or by the appropriate authorized persons, general partners, officers, trustees, or members of the successor.    (f)    (1)    (i)    The successor is liable for all the debts and obligations of each nonsurviving party to the articles of merger.            (ii)    An existing claim, action, or proceeding pending by or against any nonsurviving party to the articles of merger:                1.    May be prosecuted to judgment as if the merger had not taken place; or                2.    On motion of the successor or any party, the successor may be substituted as a party, and the judgment against the nonsurviving party to the articles of merger shall constitute a judgment against the successor.        (2)    A merger does not impair the rights of creditors or a lien on the property of any limited liability company, partnership, limited partnership, corporation, or business trust party to the articles of merger.
MD. Corporations and Associations Code Ann. §  4A-710 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 4A - Limited Liability Company Act|Subtitle 7 - Merger|Section 4A-710 - Service of Process

    Following a merger involving 1 or more domestic limited liability companies, if the successor limited liability company is not a domestic limited liability company, there shall be included in the articles of merger filed under § 4A-703 of this subtitle for each domestic limited liability company a statement that:         (1)    The successor limited liability company agrees that it may be served with process in this State in any action, suit, or proceeding for the enforcement of any obligation of the nonsurviving domestic limited liability company that arose before the merger;        (2)    Irrevocably appoints the Department as its agent to accept service of process in any such action, suit, or proceeding described under item (1) of this section; and        (3)    Specifies the address to which a copy of the process shall be mailed to it by the Department.
MD. Corporations and Associations Code Ann. §  4A-801 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 4A - Limited Liability Company Act|Subtitle 8 - Derivative Actions|Section 4A-801 - Right of Action

    (a)    A person described in § 4A–802 of this subtitle may bring a derivative action to enforce a right of a limited liability company to recover a judgment in its favor to the same extent that a stockholder may bring an action for a derivative suit under the corporation law of Maryland.    (b)    An action under this subtitle may be brought if members with authority to bring the action have refused to bring the action or if an effort to cause those members to bring the action is not likely to succeed.    (c)    If it appears that the plaintiff does not fairly and adequately represent the interests of the members in enforcing the right of the limited liability company, the derivative action may not be maintained.
MD. Corporations and Associations Code Ann. §  4A-802 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 4A - Limited Liability Company Act|Subtitle 8 - Derivative Actions|Section 4A-802 - Proper Plaintiff

    The plaintiff in a derivative action shall:         (1)    Be a member at the time the action is brought; and        (2)    (i)    Have been a member at the time of the transaction of which the plaintiff complains; or            (ii)    Had membership status devolve upon the plaintiff by operation of law from a person who was a member at the time of the transaction.
MD. Corporations and Associations Code Ann. §  4A-803 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 4A - Limited Liability Company Act|Subtitle 8 - Derivative Actions|Section 4A-803 - Pleading

    In a derivative action, the complaint shall set forth with particularity the attempts, if any, of the plaintiff to secure initiation of the action the plaintiff desires by the limited liability company or the reasons for not making the effort.
MD. Corporations and Associations Code Ann. §  4A-804 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 4A - Limited Liability Company Act|Subtitle 8 - Derivative Actions|Section 4A-804 - Expenses

    If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise, or settlement of an action or claim, the court:         (1)    May award the plaintiff reasonable expenses, including reasonable attorney’s fees; and        (2)    Shall direct the plaintiff to remit to the limited liability company the remainder of those proceeds.
MD. Corporations and Associations Code Ann. §  4A-901 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 4A - Limited Liability Company Act|Subtitle 9 - Dissolution, Forfeiture, and Reinstatement|Section 4A-901 - Dissolution

    (a)    The dissolution of a limited liability company is a change in the relationship between the members, not the winding up or the termination of the limited liability company.    (b)    On dissolution, the limited liability company is not terminated but continues until terminated in accordance with § 4A-908 of this subtitle.
MD. Corporations and Associations Code Ann. §  4A-903 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 4A - Limited Liability Company Act|Subtitle 9 - Dissolution, Forfeiture, and Reinstatement|Section 4A-903 - Judicial Dissolution

    On application by or on behalf of a member, the circuit court of the county in which the principal office of the limited liability company is located may decree the dissolution of the limited liability company whenever it is not reasonably practicable to carry on the business in conformity with the articles of organization or the operating agreement.