reglab/housing_qa huggingface dataset:
15 PA Cons Stat § 8813 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 88 - Limited Liability Companies|Section 8813 - Knowledge and notice

§ 8813. Knowledge and notice. (a) Knowledge.--A person knows a fact if the person:  (1) has actual knowledge of it; or (2) is deemed to know it under subsection (d) or law other than this chapter. (b) Notice.--A person has notice of a fact if the person has reason to know the fact from all the facts known to the person at the time in question.  (c) Constructive notice.--A person not a member or manager is deemed to have notice of:  (1) the dissolution of a limited liability company 90 days after a certificate of dissolution under section 8872(b)(2)(i) (relating to winding up and filing of certificates) is effective;  (2) the termination of a company 90 days after a certificate of termination under section 8872(f) is effective; and  (3) the participation of a company in a merger, interest exchange, conversion, division or domestication, 90 days after a statement of merger, interest exchange, conversion, division or domestication under Chapter 3 (relating to entity transactions) becomes effective.  (d) Notification.--Except as provided under section 113(b) (relating to delivery of document), a person notifies another person of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not those steps cause the other person to know the fact.  (e) Transfer of real property.--A person not a member or manager is deemed to know of a limitation on authority to transfer real property as provided under section 8832(g) (relating to certificate of authority).  (f) Effect of manager's knowledge or notice.--If the certificate of organization of a limited liability company provides that it is manager-managed, a manager's knowledge or notice of a fact relating to the company is effective immediately as knowledge of or notice to the company, except in the case of a fraud on the company committed by or with the consent of the manager.
15 PA Cons Stat § 8814 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 88 - Limited Liability Companies|Section 8814 - Governing law

§ 8814. Governing law. (a) General rule.--The law of this Commonwealth governs:  (1) the internal affairs of a limited liability company; and (2) the liability of a member as member and of a manager as manager for the debts, obligations or other liabilities of a limited liability company.  (b) Cross reference.--See section 8815(c)(6) (relating to contents of operating agreement).    Cross References. Section 8814 is referred to in section 8815 of this title.
15 PA Cons Stat § 8816 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 88 - Limited Liability Companies|Section 8816 - Application of operating agreement

§ 8816. Application of operating agreement. (a) Company bound.--A limited liability company is bound by and may enforce the operating agreement, whether or not the company has itself manifested assent to the agreement.  (b) Deemed assent.--A person that becomes a member of a limited liability company is deemed to assent to the operating agreement.  (c) Preformation agreement.--Two or more persons intending to become the initial members of a limited liability company may make an agreement providing that upon the formation of the company the agreement will become the operating agreement. One person intending to become the initial member of a limited liability company may assent to terms providing that upon the formation of the company the terms will become the operating agreement.
15 PA Cons Stat § 8817 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 88 - Limited Liability Companies|Section 8817 - Amendment and effect of operating agreement

§ 8817. Amendment and effect of operating agreement. (a) Approval of amendments.--An operating agreement may specify that its amendment requires the approval of a person that is not a party to the agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition. See section 8847(b)(6) and (c)(3)(iii) (relating to management of limited liability company).  (b) Obligations to nonmembers.--The obligations of a limited liability company and its members to a person in the person's capacity as a transferee or a person dissociated as a member are governed by the operating agreement. Except as provided in section 8844(d) (relating to sharing of and right to distributions before dissolution) or in a court order issued under section 8853(b)(2) (relating to charging order) to effectuate a charging order, an amendment to the operating agreement made after a person becomes a transferee or is dissociated as a member:  (1) is effective with regard to any debt, obligation or other liability of the limited liability company or its members to the person in the person's capacity as a transferee or person dissociated as a member; and  (2) is not effective to the extent the amendment imposes a new debt, obligation or other liability on the transferee or person dissociated as a member.  (c) Provisions in filed documents.--If a document delivered by a limited liability company to the department for filing contains a provision that would be ineffective under section 8815(c) or (d)(3) (relating to contents of operating agreement) if contained in the operating agreement, the provision is ineffective in the document.  (d) Conflicts with operating agreement.--Subject to subsection (c):  (1) If a provision of the certificate of organization conflicts with a provision of the operating agreement, the provision of the certificate prevails.  (2) If a document other than its certificate of organization has been delivered by the company to the department for filing and conflicts with a provision of the operating agreement:  (i) the operating agreement prevails as to members, dissociated members, transferees and managers; and  (ii) the document prevails as to other persons to the extent they reasonably rely on the document.  (e) Prohibition of oral amendments.--If a provision of an operating agreement in record form provides that the operating agreement cannot be amended, modified or rescinded except in record form, an oral agreement, amendment, modification or rescission shall not be enforceable.    Cross References. Section 8817 is referred to in section 8815 of this title.
15 PA Cons Stat § 8819 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 88 - Limited Liability Companies|Section 8819 - Powers

§ 8819. Powers. (a) General rule.--A limited liability company has the power to do all things necessary or convenient to carry on its activities and affairs.  (b) Capacity to sue and be sued.--A limited liability company has the capacity to sue and be sued in its own name.  (c) Certain specifically authorized debt terms.--A limited liability company shall be subject to section 1510 (relating to certain specifically authorized debt terms) to the same extent as if it were a business corporation.  (d) Cross references.--See sections 8102 (relating to interchangeability of partnership, limited liability company and corporate forms of organization) and 8815(c)(8) (relating to contents of operating agreement).    Cross References. Section 8819 is referred to in section 8815 of this title.
15 PA Cons Stat § 8821 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 88 - Limited Liability Companies|Section 8821 - Formation of limited liability company and certificate of organization

§ 8821. Formation of limited liability company and certificate of organization. (a) Formation.--One or more persons may act as organizers to form a limited liability company by delivering to the department for filing a certificate of organization.  (b) Required contents of certificate.--A certificate of organization must state:  (1) the name of the limited liability company, which must comply with Subchapter A of Chapter 2 (relating to names); and  (2) subject to section 109 (relating to name of commercial registered office provider in lieu of registered address), the address, including street and number, if any, of the company's registered office.  (c) Optional contents of certificate.--A certificate of organization may contain statements as to matters other than those required by subsection (b), but may not vary or otherwise affect the provisions specified under section 8815(c) and (d) (relating to contents of operating agreement) in a manner inconsistent with that section.  (d) Substitute certificate of authority.--A statement in a certificate of organization with respect to a matter described in section 8832(a)(2) or (3) (relating to certificate of authority) is effective as a certificate of authority and the statement is subject to the provisions of section 8832 in the same manner as a certificate of authority.  (e) Effect of certificate of organization.--A provision of the certificate of organization shall be deemed to be a provision of the operating agreement for purposes of any provision of this title that refers to a rule as set forth in the operating agreement.  (f) Time of formation.--A limited liability company is formed when its certificate of organization becomes effective.  (g) Cross references.--See:  Section 134 (relating to docketing statement). Section 135 (relating to requirements to be met by filed documents). Section 136(c) (relating to processing of documents by Department of State). Section 8818(d)(1) (relating to characteristics of limited liability company). Section 8823 (relating to signing of filed documents).   Cross References. Section 8821 is referred to in sections 8812, 8893 of this title.
15 PA Cons Stat § 8822 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 88 - Limited Liability Companies|Section 8822 - Amendment or restatement of certificate of organization

§ 8822. Amendment or restatement of certificate of organization. (a) General rule.--A certificate of organization may be amended or restated at any time.  (b) Required contents of certificate of amendment.--To amend its certificate of organization, a limited liability company must deliver to the department for filing a certificate of amendment that states:  (1) the name of the company; (2) the date of filing of its initial certificate of organization; (3) subject to section 109 (relating to name of commercial registered office provider in lieu of registered address), the address, including street and number, if any, of its registered office; and  (4) the amendment. (c) Restatement.--To restate its certificate of organization, a limited liability company must deliver to the department for filing a certificate of amendment that:  (1) is designated as a restatement; and (2) includes a statement that the restated certificate supersedes the original certificate and all previous amendments.  (d) Obligation to correct.--If a member of a member-managed limited liability company, or a manager of a manager-managed limited liability company, knows that any information in a filed certificate of organization is inaccurate, the member or manager shall promptly:  (1) cause the certificate to be amended; or (2) if appropriate, deliver to the department for filing a statement of correction under section 138 (relating to statement of correction) or a statement of abandonment under section 141 (relating to abandonment of filing before effectiveness).  (e) Cross references.--See:  Section 134 (relating to docketing statement). Section 135 (relating to requirements to be met by filed documents). Section 136(c) (relating to processing of documents by Department of State). Section 8823 (relating to signing of filed documents).   Cross References. Section 8822 is referred to in sections 8824, 8847 of this title.
15 PA Cons Stat § 8823 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 88 - Limited Liability Companies|Section 8823 - Signing of filed documents

§ 8823. Signing of filed documents. (a) Required signatures.--Except as provided in this title, a document delivered to the department for filing under this title relating to a limited liability company must be signed as follows:  (1) Except as provided in paragraphs (2) and (3), a document signed on behalf of a limited liability company must be signed by a person authorized by the company.  (2) A company's initial certificate of organization must be signed by each organizer. (3) A document delivered on behalf of a dissolved company that has no member must be signed by the person winding up the company's activities and affairs under section 8872(c) (relating to winding up and filing of certificates) or a person appointed under section 8872(d) to wind up the activities and affairs.  (4) A certificate of denial by a person under section 8833 (relating to certificate of denial) must be signed by that person.  (5) Any other document delivered on behalf of a person to the department for filing must be signed by that person.  (b) Cross reference.--See section 142 (relating to effect of signing filings).    Cross References. Section 8823 is referred to in sections 8821, 8822, 8825, 8832, 8833, 8872 of this title.
15 PA Cons Stat § 8824 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 88 - Limited Liability Companies|Section 8824 - Liability of member, manager or other person for false or missing information in filed document

§ 8824. Liability of member, manager or other person for false or missing information in filed document. (a) General rule.--If a document delivered to the department for filing under this title and filed by the department contains a materially false statement or fails to state a material fact required to be stated, a person that suffers loss by reasonable reliance on the statement or failure to state a material fact may recover damages for the loss from:  (1) a person that signed the document or caused another to sign it on the person's behalf and knew there was false or missing information in the document at the time it was signed; and  (2) subject to subsection (b), a member of a member-managed limited liability company or a manager of a manager-managed limited liability company if:  (i) the document was delivered for filing on behalf of the company; and (ii) the member or manager knew or had notice there was false or missing information for a reasonably sufficient time before the document was relied upon so that, before the reliance, the member or manager reasonably could have:  (A) effected an amendment under section 8822 (relating to amendment or restatement of certificate of organization);  (B) filed a petition under section 144 (relating to signing and filing pursuant to judicial order); or  (C) delivered to the department for filing a statement of correction under section 138 (relating to statement of correction) or a statement of withdrawal under section 141 (relating to abandonment of filing before effectiveness).  (b) Substitute responsibility.--To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of responsibility for maintaining the accuracy of information contained in documents delivered on behalf of the company to the department for filing under this chapter and imposes that responsibility on one or more other members, the liability stated under subsection (a)(2) applies to those other members and not to the member that the operating agreement relieves of the responsibility.
15 PA Cons Stat § 8825 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 88 - Limited Liability Companies|Section 8825 - Registered office

§ 8825. Registered office. (a) General rule.--Every limited liability company shall have and continuously maintain in this Commonwealth a registered office which may, but need not, be the same as its place of business.  (b) Change of registered office.--After organization, a change in the location of the registered office may be effected at any time by the company. Before the change becomes effective, the company shall amend its certificate of organization under the provisions of this chapter to reflect the change in location or shall file with the department a certificate of change of registered office setting forth:  (1) The name of the company. (2) The address, including street and number, if any, of its then-registered office. (3) The address, including street and number, if any, to which the registered office is to be changed.  (c) Alternative procedure.--A limited liability company may satisfy the requirements of this chapter concerning the maintenance of a registered office in this Commonwealth by setting forth in any document filed in the department under any provision of this chapter that permits or requires the statement of the address of its then-registered office, in lieu of that address, the statement authorized under section 109(a) (relating to name of commercial registered office provider in lieu of registered address).  (d) Cross references.--See:  Section 108 (relating to change in location or status of registered office provided by agent).  Section 134 (relating to docketing statement). Section 135 (relating to requirements to be met by filed documents). Section 136(c) (relating to processing of documents by Department of State). Section 8815(c)(7) (relating to contents of operating agreement). Section 8823 (relating to signing of filed documents).
15 PA Cons Stat § 8831 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 88 - Limited Liability Companies|Section 8831 - Status of member or manager as agent

§ 8831. Status of member or manager as agent. (a) No agency power of member as member.--A member is not an agent of a limited liability company solely by reason of being a member.  (b) Agency power of manager.--If the certificate of organization states that the company is manager managed, the act of a manager for apparently carrying on in the usual way the business of the company binds the company unless the manager so acting has in fact no authority to act for the company in the particular matter and the person with whom the manager is dealing has knowledge of the fact that the manager does not have that authority.  (c) Liability of company under other law.--A person's status as a member or manager does not prevent or restrict law other than this chapter from imposing liability on a limited liability company because of the person's conduct.
15 PA Cons Stat § 8833 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 88 - Limited Liability Companies|Section 8833 - Certificate of denial

§ 8833. Certificate of denial. (a) General rule.--A person named in a filed certificate of authority granting that person authority may deliver to the department for filing a certificate of denial that:  (1) states: (i) the name of the limited liability company; (ii) subject to section 109 (relating to name of commercial registered office provider in lieu of registered address), the address, including street and number, if any, of the registered office of the company; and  (iii) the date the certificate of authority to which the certificate of denial pertains was filed; and  (2) denies the grant of authority. (b) Cross references.--See:  Section 134 (relating to docketing statement). Section 135 (relating to requirements to be met by filed documents). Section 136(c) (relating to processing of documents by Department of State). Section 8823 (relating to signing of filed documents). Section 8832(j) (relating to certificate of authority).   Cross References. Section 8833 is referred to in section 8823 of this title.
15 PA Cons Stat § 8835 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 88 - Limited Liability Companies|Section 8835 - Taxation of limited liability companies

§ 8835. Taxation of limited liability companies. (a) General rule.--For the purposes of the imposition by the Commonwealth of any tax or license fee on or with respect to any income, property, privilege, transaction, subject or occupation, other than the corporate net income tax, capital stock and foreign franchise tax and personal income tax, a domestic or foreign limited liability company shall be deemed to be a corporation organized and existing under Part II (relating to corporations), and a member of the company, as such, shall be deemed to be a shareholder of a corporation.  (b) Financial institutions.--For purposes of the bank shares tax and the mutual thrift institutions tax, a bank, bank and trust company, trust company, savings bank, building and loan association, savings and loan association or savings institution that is a domestic or foreign limited liability company shall be considered an "institution" as defined by Article VII or Article XV of the act of March 4, 1971 (P.L.6, No.2), known as the Tax Reform Code of 1971.  (c) Political subdivisions.--Nothing in this section shall impair or preempt the ability of a political subdivision to levy, assess or collect any applicable taxes or license fees authorized under the act of December 31, 1965 (P.L.1257, No.511), known as The Local Tax Enabling Act, on any limited liability company.    Cross References. Section 8835 is referred to in sections 8995, 8997 of this title.
15 PA Cons Stat § 8841 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 88 - Limited Liability Companies|Section 8841 - Becoming a member

§ 8841. Becoming a member. (a) Single initial member.--If a limited liability company is initially to have only one member, the person becomes a member as agreed by that person and the organizer of the company. That person and the organizer may be, but need not be, different persons. If the initial member and the organizer are different persons, the organizer acts on behalf of the initial member.  (b) Multiple initial members.--If a limited liability company is initially to have more than one member, those persons become members as agreed by those persons and the organizer before the formation of the company. The organizer acts on behalf of the persons in forming the company and may be, but need not be, one of the persons.  (c) Powers and authority of organizer.--Until a limited liability company has its first member, the organizer is deemed to be a manager of the company.  (d) Admission after formation.--After formation of a limited liability company, a person becomes a member:  (1) by action of the organizer if the company does not have any members; (2) as provided in the operating agreement; (3) as the result of a transaction effective under Chapter 3 (relating to entity transactions); (4) with the affirmative vote or consent of all the members; or (5) as provided in section 8871(a)(3) (relating to events causing dissolution). (e) Noneconomic members.--A person may become a member without:  (1) acquiring a transferable interest; or (2) making or being obligated to make a contribution to the limited liability company. (f) Nature of interest.--The interest of a member in a limited liability company is personal property.    Cross References. Section 8841 is referred to in section 8812 of this title.