reglab/housing_qa huggingface dataset:
AL Code § 10A-5A-1.06 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5A - Alabama Limited Liability Company Law of 2014.|Article 1 - General Provisions.|Section 10A-5A-1.06 - Rules of Construction.

Section 10A-5A-1.06Rules of construction. (a) It is the policy of this chapter and this state to give maximum effect to the principles of freedom of contract and to the enforceability of limited liability company agreements. (b) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. (c) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter. (d) The use of any gender shall be applicable to all genders. The captions contained in this chapter are for purposes of convenience only and shall not control or affect the construction of this chapter. (e) Sections 7-9A-406 and 7-9A-408 of the Uniform Commercial Code, and all successor statutes thereto, do not apply to any interest in a limited liability company, including all rights, powers, and interests arising under a limited liability company agreement or this chapter. This provision prevails over Sections 7-9A-406 and 7-9A-408 of the Uniform Commercial Code, and all successor statutes thereto, and is expressly intended to permit the enforcement of the provisions of a limited liability company agreement that would otherwise be ineffective under Sections 7-9A-406 and 7-9A-408 of the Uniform Commercial Code, and all successor statutes thereto. (f) Division E of Article 3 of Chapter 1 of this title shall have no application to this chapter. (g) The terms president, vice president, secretary, and treasurer, as defined in Chapter 1, shall have no application to this chapter. (h) Section 10A-1-2.13(c) shall have no application to this chapter. (Act 2014-144, p. 265, §1; Act 2015-165, p. 436, §1; Act 2018-125, §6.)
AL Code § 10A-5A-1.07 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5A - Alabama Limited Liability Company Law of 2014.|Article 1 - General Provisions.|Section 10A-5A-1.07 - Application of Partnership Provisions to Limited Liability Companies; Classification for Federal Income Tax Purposes.

Section 10A-5A-1.07Application of partnership provisions to limited liability companies; classification for federal income tax purposes. Subject to Section 10A-5A-3.01: (a) The terms "partnership" and "limited partnership," when used in any chapter or title other than the Alabama Limited Liability Company Law of 2014, the Alabama General Partnership Law, and the Alabama Limited Partnership Law, and any successors of those laws, include a limited liability company organized under this chapter, unless the context requires otherwise. (b) Notwithstanding subsection (a), for purposes of taxation, other than Chapter 14A of Title 40, a limited liability company or foreign limited liability company shall be treated as a partnership unless it is classified otherwise for federal income tax purposes, in which case it shall be classified in the same manner as it is for federal income tax purposes. (Act 2014-144, p. 265, §1; Act 2015-165, §1.)
AL Code § 10A-5A-1.09 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5A - Alabama Limited Liability Company Law of 2014.|Article 1 - General Provisions.|Section 10A-5A-1.09 - Limited Liability Company Agreement - Effect on Limited Liability Company and Persons Admitted as Members.

Section 10A-5A-1.09Limited liability company agreement - Effect on limited liability company and persons admitted as members. (a) A limited liability company is bound by and may enforce the limited liability company agreement, whether or not the limited liability company has itself manifested assent to the limited liability company agreement. (b) A person that is admitted as a member of a limited liability company becomes a party to and assents to the limited liability company agreement except as provided in Section 10A-5A-4.04(c). (c) Two or more persons intending to be the initial members of a limited liability company may make an agreement providing that upon the formation of the limited liability company, the agreement will become the limited liability company agreement. One person intending to be the initial member of a limited liability company may assent to terms providing that upon the formation of the limited liability company the terms will become the limited liability company agreement. (Act 2014-144, p. 265, §1.)
AL Code § 10A-5A-1.10 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5A - Alabama Limited Liability Company Law of 2014.|Article 1 - General Provisions.|Section 10A-5A-1.10 - Limited Liability Company Agreement - Effect on Third Parties and Relationship to Writings Effective on Behalf of Limited Liability Company.

Section 10A-5A-1.10Limited liability company agreement - Effect on third parties and relationship to writings effective on behalf of limited liability company. (a) If a limited liability company agreement provides for the manner in which it may be amended, including by requiring the approval of a person who is not a party to the limited liability company agreement or the satisfaction of conditions, it may be amended only in that manner or as otherwise permitted by law, except that the approval of any person may be waived by that person and any conditions may be waived by all persons for whose benefit those conditions were intended. (b) A limited liability company agreement may provide rights to any person, including a person who is not a party to the limited liability company agreement, to the extent set forth in the limited liability company agreement. (c) The obligations of a limited liability company and its members to a person in the person's capacity as a transferee or dissociated member are governed by the limited liability company agreement. A transferee and a dissociated member are bound by the limited liability company agreement. (d) If a writing that has been delivered by a limited liability company for filing in accordance with Chapter 1 and has become effective conflicts with a provision of the limited liability company agreement: (1) The limited liability company agreement prevails as to members, dissociated members, and transferees; and (2) The writing prevails as to other persons to the extent they reasonably rely on the writing. (Act 2014-144, p. 265, §1; Act 2016-379, §4.)
AL Code § 10A-5A-2.01 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5A - Alabama Limited Liability Company Law of 2014.|Article 2 - Formation.|Section 10A-5A-2.01 - Formation.

Section 10A-5A-2.01Formation. THIS SECTION WAS AMENDED BY ACT 2021-299 IN THE 2021 REGULAR SESSION, EFFECTIVE JANUARY 1, 2022. TO SEE THE AMENDED VERSION, SEE THE VERSION LABELED PENDING. (a) In order to form a limited liability company, one or more organizers must execute a certificate of formation and deliver it for filing to the filing officer provided for in subsection (e). Notwithstanding Section 10A-1-3.05, the certificate of formation shall set forth: (1) the name of the limited liability company, which must comply with Article 5 of Chapter 1; (2) the address of the registered office required by Article 5 of Chapter 1; (3) the name of the registered agent at the registered office required by Article 5 of Chapter 1;  (4) a statement that there is at least one member of the limited liability company; (5) if applicable, a statement as provided in Section 10A-5A-11.02(b)(3); and  (6) any other matters the members determine to include therein.  (b) A limited liability company is formed when its certificate of formation becomes effective in accordance with Article 4 of Chapter 1. (c) The fact that a certificate of formation has been filed and is effective in accordance with Article 4 of Chapter 1 is notice of the matters required to be included by subsections (a)(1), (a)(2), (a)(3), and (a)(4) and if applicable, (a)(5), but is not notice of any other fact. (d) A limited liability company agreement shall be entered into either before, after, or at the time of the filing of the certificate of formation and, whether entered into before, after, or at the time of the filing, may be made effective as of the filing of the certificate of formation or at any other time or date provided in the limited liability company agreement. (e) A certificate of formation shall be delivered for filing to the Secretary of State. (Act 2014-144, p. 265, §1; Act 2020-73, §10.)
AL Code § 10A-5A-2.02 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5A - Alabama Limited Liability Company Law of 2014.|Article 2 - Formation.|Section 10A-5A-2.02 - Amendment or Restatement of Certificate of Formation.

Section 10A-5A-2.02Amendment or restatement of certificate of formation. THIS SECTION WAS AMENDED BY ACT 2021-299 IN THE 2021 REGULAR SESSION, EFFECTIVE JANUARY 1, 2022. TO SEE THE AMENDED VERSION, SEE THE VERSION LABELED PENDING. Notwithstanding Division B of Article 3 of Chapter 1:  (a) A certificate of formation may be amended at any time. (b) A certificate of formation may be restated with or without amendment at any time.  (c) To amend its certificate of formation, a limited liability company must deliver a certificate of amendment for filing to the Secretary of State which certificate of amendment shall state: (1) the name of the limited liability company; (2) the unique identifying number or other designation as assigned by the Secretary of State; and (3) the changes the amendment makes to the certificate of formation as most recently amended or restated. (d) To restate its certificate of formation, a limited liability company must deliver a restated certificate of formation for filing to the Secretary of State. A restated certificate of formation must: (1) be designated as such in the heading; (2) state the limited liability company's name;  (3) state the unique identifying number or other designation as assigned by the Secretary of State; and (4) set forth any amendment or change effected in connection with the restatement of the certificate of formation.  Any such restatement that effects an amendment shall be subject to any other provision of this chapter, not inconsistent with this section, which would apply if a separate certificate of amendment were filed to effect the amendment or change.  (e) The original certificate of formation, as theretofore amended, shall be superseded by the restated certificate of formation and thenceforth, the restated certificate of formation, including any further amendment or changes made thereby, shall be the certificate of formation of the limited liability company, but the original effective date of formation shall remain unchanged.  (f) An amended or restated certificate of formation may contain only provisions that would be permitted at the time of the amendment if the amended or restated certificate of formation were a newly filed original certificate of formation.  (Act 2014-144, p. 265, §1; Act 2020-73, §10.)
AL Code § 10A-5A-2.03 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5A - Alabama Limited Liability Company Law of 2014.|Article 2 - Formation.|Section 10A-5A-2.03 - Effect of Filing Amendment or Restatement of Certificate of Formation.

Section 10A-5A-2.03 Effect of filing amendment or restatement of certificate of formation.  (a) The filing of a certificate of amendment to the certificate of formation shall have the effect, and shall take effect, as provided in Section 10A-1-3.14.  (b) The filing of a restated certificate of formation shall have the effect, and shall take effect, as provided in Section 10A-1-3.18. (Act 2014-144, p. 265, §1.)
AL Code § 10A-5A-2.04 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5A - Alabama Limited Liability Company Law of 2014.|Article 2 - Formation.|Section 10A-5A-2.04 - Execution of Documents - Signing Requirements.

Section 10A-5A-2.04Execution of documents - Signing requirements. (a) A writing delivered to the Secretary of State for filing pursuant to this chapter must be signed as provided by this section. (1) A limited liability company's initial certificate of formation must be signed by at least one organizer. (2) A writing signed on behalf of a limited liability company must be signed by a person authorized by the limited liability company. (3) A writing filed on behalf of a dissolved limited liability company that has no members must be signed by the person winding up the limited liability company's activities and affairs under Section 10A-5A-7.03 or a person appointed or designated under Section 10A-5A-7.03 to wind up those activities and affairs. (4) Any other writing must be signed by the person on whose behalf the writing is delivered to the Secretary of State. (b) Any writing to be filed under this chapter may be signed by an agent, including an attorney-in-fact. Powers of attorney relating to the signing of the writing need not be delivered to the Secretary of State.  (Act 2014-144, p. 265, §1; Act 2020-73, §10.)
AL Code § 10A-5A-2.05 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5A - Alabama Limited Liability Company Law of 2014.|Article 2 - Formation.|Section 10A-5A-2.05 - Execution of Documents - Unsigned Documents.

Section 10A-5A-2.05Execution of documents - Unsigned documents. (a) If a person required by this chapter to sign a writing or deliver a writing to a filing officer for filing under this chapter does not do so, any other person that is aggrieved by that failure may petition the designated court, and if none, the circuit court for the county in which the limited liability company's principal office within this state is located, and if the limited liability company does not have a principal office within this state then the circuit court for the county in which the limited liability company's most recent registered office is located, to order: (1) the person to sign the writing; (2) the person to deliver the writing to the filing officer for filing; or (3) the filing officer to file the writing unsigned. (b) If a petitioner under subsection (a) is not the limited liability company or foreign limited liability company to whom the writing pertains, the petitioner shall make the limited liability company or foreign limited liability company a party to the action. A person aggrieved under subsection (a) may seek the remedies provided in subsection (a) in a separate action against the person required to sign or deliver the writing or as a part of any other action concerning the limited liability company or foreign limited liability company in which the person required to sign or deliver the writing is made a party. (c) A writing filed unsigned pursuant to this section is effective without being signed. (d) A court may award reasonable expenses, including reasonable attorneys' fees, to the party or parties who prevail, in whole or in part, with respect to any claim made under subsection (a). (Act 2014-144, p. 265, §1; Act 2020-73, §10.)
AL Code § 10A-5A-2.06 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5A - Alabama Limited Liability Company Law of 2014.|Article 2 - Formation.|Section 10A-5A-2.06 - Certificate of Existence or Qualification.

Section 10A-5A-2.06Certificate of existence or qualification. (a) The Secretary of State, upon request and payment of the requisite fee, shall furnish to any person a certificate of existence for a limited liability company if the writings filed in the office of the Secretary of State show that the limited liability company has been formed under the laws of this state. A certificate of existence shall reflect only the information on file with the Secretary of State. A certificate of existence must state:  (1) the limited liability company's name; (2) that the limited liability company was formed under the laws of this state, the date of formation, and the filing office in which the certificate of formation was filed; (3) whether the limited liability company has delivered to the Secretary of State for filing a statement of dissolution;  (4) whether the limited liability company has delivered to the Secretary of State for filing a certificate of reinstatement;  (5) the unique identifying number or other designation as assigned by the Secretary of State; and (6) other facts of record in the office of the Secretary of State that are specified by the person requesting the certificate.  (b) The Secretary of State, upon request and payment of the requisite fee, shall furnish to any person a certificate of qualification for a foreign limited liability company if the writings filed in the office of the Secretary of State show that the Secretary of State has filed an application for registration for authority to conduct activities and affairs in this state and the registration has not been revoked, withdrawn, or terminated. A certificate of qualification must state: (1) the foreign limited liability company's name and any alternate name adopted for use in this state;  (2) that the foreign limited liability company is authorized to conduct activities and affairs in this state;  (3) that the Secretary of State has not revoked the foreign limited liability company's registration; (4) that the foreign limited liability company has not filed with the Secretary of State a certificate of withdrawal or otherwise terminated its registration;  (5) the unique identifying number or other designation as assigned by the Secretary of State; and (6) other facts of record in the office of the Secretary of State that are specified by the person requesting the certificate. (c) Subject to any qualification stated in the certificate, a certificate of existence or certificate of qualification issued by the Secretary of State is conclusive evidence that the limited liability company is in existence or the foreign limited liability company is authorized to conduct activities and affairs in this state. (Act 2014-144, p. 265, §1; Act 2020-73, §10.)
AL Code § 10A-5A-3.01 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5A - Alabama Limited Liability Company Law of 2014.|Article 3 - Relations of Members to Persons Dealing With Limited Liability Company.|Section 10A-5A-3.01 - Liability of Members to Third Parties.

Section 10A-5A-3.01Liability of members to third parties.  A member of a limited liability company is not liable, solely by reason of being a member, for a debt, obligation, or liability of the limited liability company or a series thereof, whether arising in contract, tort, or otherwise or for the acts or omissions of any other member, agent, or employee of the limited liability company or a series thereof. (Act 2014-144, p. 265, §1.)
AL Code § 10A-5A-3.02 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5A - Alabama Limited Liability Company Law of 2014.|Article 3 - Relations of Members to Persons Dealing With Limited Liability Company.|Section 10A-5A-3.02 - Power to Bind Limited Liability Company.

Section 10A-5A-3.02Power to bind limited liability company.  No person shall have the power to bind the limited liability company, or a series thereof, except: (a) to the extent the person is authorized to act as the agent of the limited liability company or a series thereof under or pursuant to the limited liability company agreement; (b) to the extent the person is authorized to act as the agent of the limited liability company or a series thereof pursuant to Sections 10A-5A-4.07, 10A-5A-7.03 or 10A-5A-11.11; or  (c) to the extent provided by law other than this chapter. (Act 2014-144, p. 265, §1.)
AL Code § 10A-5A-4.01 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5A - Alabama Limited Liability Company Law of 2014.|Article 4 - Relations of Members to Each Other and to the Limited Liability Company.|Section 10A-5A-4.01 - Admission of Members.

Section 10A-5A-4.01Admission of members.  (a) The initial member or members of a limited liability company are admitted as a member or members upon the formation of the limited liability company.  (b) After formation of a limited liability company, a person is admitted as a member of the limited liability company: (1) as provided in the limited liability company agreement; (2) as the result of a transaction effective under Article 10 of this chapter or Article 8 of Chapter 1; (3) with the consent of all the members; or (4) as provided in Section 10A-5A-7.01(c)(1) or (c)(2). (c) A person may be admitted as a member without acquiring a transferable interest and without making or being obligated to make a contribution to the limited liability company. A person may be admitted as the sole member without acquiring a transferable interest and without making or being obligated to make a contribution to the limited liability company. (Act 2014-144, p. 265, §1; Act 2016-379, p. 934, §4; Act 2020-73, §10.)
AL Code § 10A-5A-4.02 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5A - Alabama Limited Liability Company Law of 2014.|Article 4 - Relations of Members to Each Other and to the Limited Liability Company.|Section 10A-5A-4.02 - Limited Liability Company Property.

Section 10A-5A-4.02Limited liability company property.  A member has no interest in any specific property of a limited liability company or a series thereof. (Act 2014-144, p. 265, §1.)
AL Code § 10A-5A-4.03 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5A - Alabama Limited Liability Company Law of 2014.|Article 4 - Relations of Members to Each Other and to the Limited Liability Company.|Section 10A-5A-4.03 - Contribution.

Section 10A-5A-4.03Contribution.  A contribution by a member may be made to a limited liability company as agreed upon by the members. A contribution by a member associated with a series may be made to that series as agreed upon by the members associated with that series. (Act 2014-144, p. 265, §1.)