reglab/housing_qa huggingface dataset:
CT Gen Stat § 34-255b (2020)
2020 Connecticut General Statutes|Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts|Chapter 613a - Uniform Limited Liability Company Act|Section 34-255b - Liability for contribution.

 (a) A person's obligation to make a contribution to a limited liability company is not excused by the person's death, disability or other inability to perform personally.(b) If a person does not fulfill an obligation to make a contribution other than money, the person is obligated at the option of the limited liability company to contribute money equal to the value of the part of the contribution which has not been made.(c) The obligation of a person to make a contribution may be compromised only by the affirmative vote or consent of all members. If a creditor of a limited liability company extends credit or otherwise acts in reliance on an obligation described in subsection (a) of this section without notice of a compromise under this subsection, the creditor may enforce the obligation.(P.A. 16-97, S. 41.)History: P.A. 16-97 effective July 1, 2017.
CT Gen Stat § 34-255c (2020)
2020 Connecticut General Statutes|Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts|Chapter 613a - Uniform Limited Liability Company Act|Section 34-255c - Sharing of and right to distributions before dissolution.

 (a) Any distributions made by a limited liability company before its dissolution and the winding up of its activities and affairs must be made among members and persons dissociated as members in that proportion which reflects contributions received by the limited liability company and not returned, except to the extent necessary to comply with a transfer effective under section 34-259a or charging order in effect under section 34-259b.(b) A person has a right to a distribution before the dissolution and winding up of a limited liability company only if the company decides to make an interim distribution. A person's dissociation does not entitle the person to a distribution.(c) A person does not have a right to demand or receive a distribution from a limited liability company in any form other than money. Except as provided in subsection (d) of section 34-267f, a limited liability company may distribute an asset in kind only if each part of the asset is fungible with each other part and each person receives a percentage of the asset equal in value to the person's share of distributions.(d) If a member or transferee becomes entitled to receive a distribution, the member or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution. However, the company's obligation to make a distribution is subject to offset for any amount owed to the company by the member or a person dissociated as a member on whose account the distribution is made.(P.A. 16-97, S. 42.)History: P.A. 16-97 effective July 1, 2017.
CT Gen Stat § 34-255d (2020)
2020 Connecticut General Statutes|Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts|Chapter 613a - Uniform Limited Liability Company Act|Section 34-255d - Limitations on distributions.

 (a) A limited liability company may not make a distribution, if after the distribution: (1) The company would not be able to pay its debts as they become due in the ordinary course of the company's activities and affairs; or (2) the company's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the company were to be dissolved and wound up at the time of the distribution, to satisfy the preferential rights upon dissolution and winding up of members and transferees whose preferential rights are superior to those of persons receiving the distribution.(b) A limited liability company may base a determination that a distribution is not prohibited under subsection (a) of this section on: (1) Financial statements prepared on the basis of accounting practices and principles that are reasonable under the circumstances; or (2) a fair valuation or other method that is reasonable under the circumstances.(c) Except as provided in subsection (e) of this section, the effect of a distribution under subsection (a) of this section is measured: (1) In the case of a distribution as described in subparagraph (A) of subdivision (8) of section 34-243a, the date money or other property is transferred or debt is incurred by the company; or (2) in all other cases, as of the date: (A) The distribution is authorized, if the payment occurs not later than one hundred twenty days after that date; or (B) the payment is made, if the payment occurs more than one hundred days after the distribution is authorized.(d) A limited liability company's indebtedness to a member or transferee incurred by reason of a distribution made in accordance with this section is at parity with the company's indebtedness to its general, unsecured creditors.(e) A limited liability company's indebtedness, including indebtedness issued as a distribution, is not a liability for purposes of subsection (a) of this section if the terms of the indebtedness provide that payment of principal and interest is made only if and to the extent that payment of a distribution could then be made under this section. If the indebtedness is issued as a distribution, each payment of principal or interest is treated as a distribution, the effect of which is measured on the date the payment is made.(f) In measuring the effect of a distribution under section 34-267f, the liabilities of a dissolved limited liability company do not include any claim that has been disposed of under section 34-267c, 34-267d or 34-267e.(P.A. 16-97, S. 43.)History: P.A. 16-97 effective July 1, 2017.
CT Gen Stat § 34-255e (2020)
2020 Connecticut General Statutes|Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts|Chapter 613a - Uniform Limited Liability Company Act|Section 34-255e - Liability for improper distributions.

 (a) Except as provided in subsection (b) of this section, if a member of a member-managed limited liability company or manager of a manager-managed limited liability company consents to a distribution made in violation of section 34-255d and in consenting to the distribution fails to comply with section 34-255h, the member or manager is personally liable to the company for the amount of the distribution which exceeds the amount that could have been distributed without the violation of section 34-255d.(b) To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of the authority and responsibility to consent to distributions and imposes that authority and responsibility on one or more other members, the liability set forth in subsection (a) of this section applies to the other members and not the member that the operating agreement relieves of authority and responsibility.(c) A person that receives a distribution knowing that the distribution violated section 34-255d is personally liable to the limited liability company but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid under section 34-255d.(d) A person against which an action is commenced because the person is liable under subsection (a) of this section may implead: (1) Any other person that is liable under subsection (a) of this section and seek to enforce a right of contribution from the person; and (2) any person that received a distribution in violation of subsection (c) of this section and seek to enforce a right of contribution from the person in the amount the person received in violation of subsection (c) of this section.(e) An action under this section is barred unless commenced not later than two years after the distribution.(P.A. 16-97, S. 44.)History: P.A. 16-97 effective July 1, 2017.
CT Gen Stat § 34-255g (2020)
2020 Connecticut General Statutes|Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts|Chapter 613a - Uniform Limited Liability Company Act|Section 34-255g - Reimbursement, indemnification, advancement and insurance.

 (a) A limited liability company shall reimburse a member of a member-managed company or the manager of a manager-managed company for any payment made by the member or in the course of the member's or manager's activities on behalf of the company, if the member or manager complied with sections 34-255f and 34-255h in making the payment.(b) In the ordinary course of its duties and affairs, a limited liability company may indemnify and hold harmless a person with respect to any claim or demand against the person and any debt, obligation or other liability incurred by the person by reason of the person's former or present capacity as a member, manager or officer if the claim, demand, debt, obligation or other liability does not arise from the person's breach of section 34-255d, 34-255f or 34-255h.(c) A limited liability company shall indemnify and hold harmless a person who was wholly successful, on the merits or otherwise, in the defense of any proceeding with respect to any claim or demand against the person by reason of the person's former or present capacity as a member, manager or officer of the company from and against reasonable expenses, including attorney's fees and costs incurred by the person in connection with such claim or demand. As used in this subsection, “proceeding” means any threatened, pending or completed action, arbitration, investigation, suit or proceeding, whether civil, criminal or administrative and whether formal or informal.(d) In the ordinary course of its activities and affairs, a limited liability company may advance reasonable expenses, including attorney's fees and costs, incurred by a person in connection with a claim or demand against the person by reason of the person's former or present capacity as a member, manager or officer of the company if the person promises to repay the company if the person ultimately is determined not to be entitled to be indemnified under subsection (b) of this section.(e) A limited liability company may purchase and maintain insurance on behalf of a member, manager or officer of the company against liability asserted against or incurred by the member, manager or officer in that capacity or arising from that status even if, under subdivision (7) of subsection (c) of section 34-243d, the operating agreement could not eliminate or limit the person's liability to the company for the conduct giving rise to the liability.(P.A. 16-97, S. 46.)History: P.A. 16-97 effective July 1, 2017.
CT Gen Stat § 34-259 (2020)
2020 Connecticut General Statutes|Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts|Chapter 613a - Uniform Limited Liability Company Act|Section 34-259 - Nature of transferable interest.

 A transferable interest is personal property.(P.A. 16-97, S. 49.)History: P.A. 16-97 effective July 1, 2017.
CT Gen Stat § 34-259a (2020)
2020 Connecticut General Statutes|Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts|Chapter 613a - Uniform Limited Liability Company Act|Section 34-259a - Transfer of transferable interest.

 (a) Subject to subsection (f) of section 34-259b, a transfer, in whole or in part, of a transferable interest: (1) Is permissible; (2) does not by itself cause a member's dissociation or a dissolution and winding up of the limited liability company's activities and affairs; and (3) subject to section 34-259c, does not entitle the transferee to: (A) Participate in the management or conduct of the company's activities and affairs; or (B) except as provided in subsection (c) of this section, have access to records or other information concerning the company's activities and affairs.(b) A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.(c) In a dissolution and winding up of the activities and affairs of a limited liability company, a transferee is entitled to an account of the company's transactions only from the date of dissolution.(d) A transferable interest may be evidenced by a certificate of the interest issued by the limited liability company in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate.(e) A limited liability company need not give effect to a transferee's rights under this section until the company knows or has notice of the transfer.(f) A transfer of a transferable interest in violation of a restriction on transfer contained in the operating agreement is ineffective as to a person having knowledge or notice of the restriction at the time of transfer.(g) Except as provided in subparagraph (B) of subdivision (4) of section 34-263a, if a member transfers a transferable interest, the transferor retains the rights of a member other than the transferable interest transferred and retains all the duties and obligations of a member.(h) If a member transfers a transferable interest to a person that becomes a member with respect to the transferred interest, the transferee is liable for the member's obligations under section 34-255b and subsection (c) of section 34-255e known to the transferee when the transferee becomes a member.(P.A. 16-97, S. 50.)History: P.A. 16-97 effective July 1, 2017.
CT Gen Stat § 34-259b (2020)
2020 Connecticut General Statutes|Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts|Chapter 613a - Uniform Limited Liability Company Act|Section 34-259b - Charging order.

 (a) On application by a judgment creditor of a member or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. Subject to subsection (e) of this section, a charging order constitutes a lien on a judgment debtor's transferable interest and requires the limited liability company to pay over to the person to which the charging order was issued any distribution that otherwise would be paid to the judgment debtor. To the extent that the transferable interest of the judgment debtor is so charged, the judgment creditor has only the right to receive any distribution or distributions to which the judgment debtor would otherwise have been entitled in respect of such transferable interest.(b) To the extent necessary to effectuate the collection of distributions pursuant to a charging order in effect under subsection (a) of this section, the court may: (1) Appoint a receiver of the distributions subject to the charging order, with the power to make all inquiries the judgment debtor might have made; and (2) make all other orders necessary to give effect to the charging order.(c) The member or transferee whose transferable interest is subject to a charging order under subsection (a) of this section may extinguish the charging order by satisfying the judgment and filing a certified copy of the satisfaction with the court that issued the charging order.(d) A limited liability company or one or more members whose transferable interests are not subject to the charging order may pay to the judgment creditor the full amount due under the judgment and thereby succeed to the rights of the judgment creditor, including the charging order.(e) The entry of a charging order is the exclusive remedy by which a person seeking to enforce a judgment against a member or transferee may, in the capacity of judgment creditor, satisfy the judgment from the judgment debtor's transferable interest. With respect to the judgment debtor's transferable interest, attachment, garnishment, foreclosure or other legal or equitable remedies are not available to the judgment creditor, whether the limited liability company has one member or more than one member.(f) Sections 34-243 to 34-283d, inclusive, do not deprive any member or transferee of the benefit of any exemption laws applicable to the transferable interest of the member or transferee.(P.A. 16-97, S. 51.)History: P.A. 16-97 effective July 1, 2017.
CT Gen Stat § 34-259c (2020)
2020 Connecticut General Statutes|Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts|Chapter 613a - Uniform Limited Liability Company Act|Section 34-259c - Power of legal representative of deceased member.

 If a member dies, the deceased member's legal representative may exercise: (1) The rights of a transferee provided in subsection (c) of section 34-259a; and (2) for the purposes of settling the estate, the rights the deceased member had under section 34-255i.(P.A. 16-97, S. 52.)History: P.A. 16-97 effective July 1, 2017.
CT Gen Stat § 34-263 (2020)
2020 Connecticut General Statutes|Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts|Chapter 613a - Uniform Limited Liability Company Act|Section 34-263 - Power to dissociate as member. Wrongful dissociation.

 (a) A person has the power to dissociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by express will under subdivision (1) of section 34-263a.(b) A person's dissociation as a member is wrongful only if the dissociation: (1) Is in breach of an express provision of the operating agreement; or (2) occurs before the completion of the winding up of the company and: (A) The person withdraws as a member by express will; (B) the person is expelled as a member by judicial order under subdivision (5) of section 34-263a; (C) the person is dissociated under subdivision (8) of section 34-263a; or (D) in the case of a person that is not a trust other than a business trust, an estate or an individual, the person is expelled or otherwise dissociated as a member because it wilfully dissolved or terminated.(c) A person that wrongfully dissociates as a member is liable to the limited liability company and, subject to section 34-271, to the other members for damages caused by the dissociation. The liability is in addition to any debt, obligation or other liability of the member to the company or the other members.(P.A. 16-97, S. 53.)History: P.A. 16-97 effective July 1, 2017.
CT Gen Stat § 34-263b (2020)
2020 Connecticut General Statutes|Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts|Chapter 613a - Uniform Limited Liability Company Act|Section 34-263b - Effect of dissociation.

 (a) If a person is dissociated as a member: (1) The person's right to participate as a member in the management and conduct of the company's activities and affairs terminates; (2) if the company is member-managed, the person's duties and obligations under section 34-255h as a member end with regard to matters arising and events occurring after the person's dissociation; and (3) subject to section 34-259c and sections 34-279 to 34-279g, inclusive, or the Connecticut Entity Transactions Act, any transferable interest owned by the person in the person's capacity as a member immediately before dissociation as a member is owned by the person solely as a transferee.(b) A person's dissociation as a member does not of itself discharge the person from any debt, obligation or other liability to the company or the other members which the person incurred while a member.(P.A. 16-97, S. 55.)History: P.A. 16-97 effective July 1, 2017.
CT Gen Stat § 34-267 (2020)
2020 Connecticut General Statutes|Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts|Chapter 613a - Uniform Limited Liability Company Act|Section 34-267 - Events causing dissolution.

 (a) A limited liability company is dissolved, and its activities and affairs must be wound up, upon the occurrence of any of the following:(1) An event or circumstance that the operating agreement states causes dissolution;(2) The consent of a majority in interest of the members;(3) The passage of ninety consecutive days during which the company has no members unless before the end of the period: (A) Consent to admit at least one specified person as a member is given by transferees owning the rights to receive a majority of distributions as transferees at the time the consent is to be effective; and (B) at least one person becomes a member in accordance with the consent;(4) On application by a member, the entry by the Superior Court for the judicial district where the principal office of the limited liability company is located, or if none in this state, where its registered agent is located, of an order dissolving the company on the grounds that: (A) The conduct of all or substantially all of the company's activities and affairs is unlawful; or (B) it is not reasonably practicable to carry on the company's activities and affairs;(5) On application by a member, the entry by the Superior Court for the judicial district where the principal office of the limited liability company is located, of an order dissolving the company on the grounds that the managers or those members in control of the company: (A) Have acted, are acting or will act in a manner that is illegal or fraudulent; or (B) have acted or are acting in a manner that is oppressive and was, is, or will be directly harmful to the applicant; or(6) The preparation and filing of a certificate of dissolution by forfeiture by the Secretary of the State under subsection (b) or (c) of section 34-267g.(b) In a proceeding brought under subdivision (5) of subsection (a) of this section, the court may order a remedy other than dissolution.(P.A. 16-97, S. 56.)History: P.A. 16-97 effective July 1, 2017.Subsec. (a)(5): Proper analysis of an oppression claim requires court to assess claim under the “reasonable expectations” standard, thus, a majority member's conduct is oppressive if that conduct substantially defeats the minority member's expectations which, objectively viewed, were both reasonable under the circumstances and were central to his or her decision to join the venture or developed over time. Language of Subpara. requires a causal connection between the oppressive conduct and the harm sustained by the plaintiff-member, thus, the harm at issue is not limited to a particular instance, so long as a member was harmed, is being harmed, or will be harmed by the oppressive conduct, such will suffice to satisfy the statute. 200 CA 356.