reglab/housing_qa huggingface dataset:
LA Rev Stat § 12:1330 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1330. Assignment of membership interest

RS 1330 - Assignment of membership interest  A. Unless otherwise provided in the articles of organization or an operating agreement, a membership interest shall be assignable in whole or in part. An assignment of a membership interest shall not entitle the assignee to become or to exercise any rights or powers of a member until such time as he is admitted in accordance with the provisions of this Chapter. An assignment shall entitle the assignee only to receive such distribution or distributions, to share in such profits and losses, and to receive such allocation of income, gain, loss, deduction, credit, or similar item to which the assignor was entitled to the extent assigned.  B. Unless otherwise provided in the articles of organization or an operating agreement, the pledge of or granting of a security interest, lien, or other encumbrance in or against any or all of the membership interest of a member shall not cause the member to cease to be a member or to have the power to exercise any rights or powers of a member.  C. Unless otherwise provided in a written operating agreement and except to the extent assigned by agreement, until an assignee of a membership interest becomes a member, the assignee shall have no liability as a member solely as a result of such assignment.  Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1993, No. 475, §4, eff. June 9, 1993.
LA Rev Stat § 12:1331 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1331. Rights of judgment creditor

RS 1331 - Rights of judgment creditor  On application to a court of competent jurisdiction by any judgment creditor of a member, the court may charge the membership interest of the member with payment of the unsatisfied amount of judgment with interest. To the extent so charged, the judgment creditor shall have only the rights of an assignee of the membership interest. This Chapter shall not deprive any member of the benefit of any exemption laws applicable to his membership interest.  Acts 1992, No. 780, §2, eff. July 7, 1992.
LA Rev Stat § 12:1332 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1332. Right of assignee to become a member

RS 1332 - Right of assignee to become a member  A. Except as otherwise provided in the articles of organization or a written operating agreement:  (1) An assignee of an interest in a limited liability company shall not become a member or participate in the management of the limited liability company unless the other members unanimously consent in writing.  (2) Until the assignee of an interest in a limited liability company becomes a member, the assignor shall continue to be a member.  B. An assignee who becomes a member has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a member under the articles of organization, any operating agreement, and this Chapter. Except as otherwise provided in the articles of organization or a written operating agreement, an assignee who becomes a member also shall be liable for any obligations of his assignor to make contributions under R.S. 12:1322 and to return under R.S. 12:1328(A) distributions received in violation of R.S. 12:1327. However, the assignee shall not be obligated for liabilities unknown to the assignee at the time that he became a member.  C. Whether or not an assignee of a membership interest becomes a member, the assignor shall not be released from his liability to the limited liability company under R.S. 12:1322 and 1328.  Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1993, No. 475, §4, eff. June 9, 1993.
LA Rev Stat § 12:1333 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1333. Powers of estate of a deceased or incompetent member

RS 1333 - Powers of estate of a deceased or incompetent member  A. Except as otherwise provided in the articles of organization or a written operating agreement, if a member who is an individual dies or a court of competent jurisdiction adjudges him to be incompetent to manage his person or his property, the member's membership ceases and the member's executor, administrator, guardian, conservator, or other legal representative shall be treated as an assignee of such member's interest in the limited liability company.  B. If the last remaining member dies, the duly appointed executor or administrator of the member shall have the authority to sell any real estate owned by the limited liability company.  C. If the last remaining member is an individual and a court of competent jurisdiction adjudges him to be incompetent to manage his person or his property, the curator of the member shall have the authority to sell any real estate owned by the limited liability company.  D. Except as otherwise provided in the articles of organization or a written operating agreement, if a member is a corporation, trust, or other entity and is dissolved or terminated, the member's membership ceases and the member's legal representative or successor shall be treated as an assignee of such member's interest in the limited liability company.  Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1993, No. 475, §4, eff. June 9, 1993; Acts 2014, No. 251, §1; Acts 2016, No. 170, §1.
LA Rev Stat § 12:1334 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1334. Dissolution

RS 1334 - Dissolution Except as provided in the articles of organization or a written operating agreement, a limited liability company is dissolved and its affairs shall be wound up upon the first to occur of the following: (1) The occurrence of events specified in writing in the articles of organization or operating agreement. (2) The consent of its members in accordance with R.S. 12:1318. (3) Repealed by Acts 1997, No. 717, §2, eff. July 8, 1997. (4) Entry of a decree of judicial dissolution under R.S. 12:1335. Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1993, No. 475, §4, eff. June 9, 1993; Acts 1997, No. 717, §2, eff. July 8, 1997.
LA Rev Stat § 12:1335 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1335. Judicial dissolution

RS 1335 - Judicial dissolution  On application by or for a member, any court of competent jurisdiction may decree dissolution of a limited liability company whenever it is not reasonably practicable to carry on the business in conformity with the articles of organization or operating agreement.  Acts 1992, No. 780, §2, eff. July 7, 1992.
LA Rev Stat § 12:1335.1 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1335.1. Dissolution by affidavit

RS 1335.1 - Dissolution by affidavit  A. In addition to all other methods of dissolution, if a limited liability company is no longer doing business, owes no debts, and owns no immovable property, it may be dissolved by filing an affidavit with the secretary of state executed by the members or by the organizer, if no membership interests have been issued, attesting to such facts and requesting that the limited liability company be dissolved. Thereafter, the members, or the organizer if no membership interests have been issued, shall be personally liable for any debts or other claims against the limited liability company in proportion to their ownership interest in the company. The secretary of state may prescribe and furnish forms for filing the affidavit.  B. The secretary of state shall reinstate a limited liability company that has been dissolved pursuant to this Section only upon receipt of an order issued by a court of competent jurisdiction directing him to do so.  Acts 1997, No. 717, §1, eff. July 8, 1997; Acts 1998, 1st Ex. Sess., No. 102, §1, eff. May 5, 1998; Acts 2016, No. 147, §1, eff. Feb. 1, 2017; Acts 2019, No. 19, §2, eff. May 28, 2019.
LA Rev Stat § 12:1336 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1336. Winding up

RS 1336 - Winding up  A. Except as otherwise provided in the articles of organization or a written operating agreement, upon dissolution the members shall wind up the limited liability company's affairs. The windup of the limited liability company's affairs may be conducted by appointment of one or more liquidators to conduct the windup and liquidation. However, such appointment shall not be operative until both of the following occur:  (1) Notice of authorization of the dissolution, stating that the limited liability company is to be liquidated out of court and giving the name and post office address of each liquidator, has been published at least once in a newspaper of general circulation in the parish in which the limited liability company's registered office is located, and a copy of such notice, with the affidavit of the publisher of the newspaper to the fact of such publication attached, has been filed with the secretary of state.  (2) Articles of dissolution have been filed with the secretary of state in accordance with R.S. 12:1339.  B. However, any court of competent jurisdiction may wind up the limited liability company's affairs on application of any member or his legal representative or assignee or of any liquidator.  Acts 1992, No. 780, §2, eff. July 7, 1992.
LA Rev Stat § 12:1337 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1337. Distribution of assets

RS 1337 - Distribution of assets  A. Upon the winding up of a limited liability company, any assets remaining after paying or adequately providing for the payment of all debts and liabilities of the limited liability company, including all costs and expenses of the liquidation and any and all contingent liabilities of which the members or liquidator has knowledge, shall be distributed as follows:  (1) Except as provided in the articles of organization or a written operating agreement, to members or former members in satisfaction of liabilities for distributions under R.S. 12:1324 or 1325.  (2) Except as provided in the articles of organization or a written operating agreement, to members and former members, first, for the return of their capital contributions, and secondly, respecting their membership interests, in the proportions in which the members share in distributions.  B. In the event that there are contingent liabilities for which provision has been made as above, the members conducting the dissolution or liquidator shall not be dismissed until the contingent liabilities and debts have been paid or settled in full.  Acts 1992, No. 780, §2, eff. July 7, 1992.
LA Rev Stat § 12:1339 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1339. Articles of dissolution

RS 1339 - Articles of dissolution  A. Upon dissolution and the commencement of winding up of the limited liability company:  (1) Articles of dissolution shall be filed in the office of the secretary of state and set forth the following:  (a) The name of the limited liability company.  (b) The date of filing of its articles of organization and all amendments thereto.  (c) The reason for filing the articles of dissolution.  (d) The effective date, which shall be a date certain, of the articles of dissolution if they are not to be effective upon filing.  (e) Any other information which the members or managers filing the certificate determine.  (2) If the notice provided for by R.S. 12:1336(A)(1) has not been published, a notice of authorization of the dissolution, stating that the limited liability company is to be liquidated out of court, shall be published at least once in a newspaper of general circulation in the parish in which the limited liability company's registered office is located. A copy of such notice, with the affidavit of the publisher of the newspaper attesting to the fact of such publication attached, shall be filed with the secretary of state.  B.(1) The articles of dissolution shall be signed by one or more managers, if management of the limited liability company is vested in one or more managers pursuant to R.S. 12:1312, or one or more members, if management of the limited liability company is reserved to the members, acknowledged by one of the persons executing the articles and filed with the secretary of state, who, after all fees and charges have been paid as required by law, shall record the same in his office and endorse thereon the date of filing thereof with him.  (2) The secretary of state may prescribe and furnish forms for filing the articles of dissolution.  Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 2019, No. 19, §2, eff. May 28, 2019.
LA Rev Stat § 12:1340 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1340. Certificate of dissolution; assets omitted from liquidation; post-dissolution proceedings

RS 1340 - Certificate of dissolution; assets omitted from liquidation; post-dissolution proceedings   A. When a limited liability company has been liquidated completely:  (1) One or more members or the liquidator shall sign and acknowledge a certificate stating that the limited liability company has been liquidated and is dissolved. The secretary of state may prescribe and furnish forms for filing the certificate.  (2) If the proceeding is subject to the supervision of the court, the court shall make an order declaring the limited liability company to be dissolved.  B. The certificate of the members or liquidator or the order shall be filed with the secretary of state who, after all fees, charges, taxes, unemployment compensation contributions, penalties, and interest have been paid as required by law, shall record the same in his office and shall issue a certificate of dissolution of the limited liability company effective as of the date, which shall be stated therein, of filing of the certificate of the members or liquidator or the order.  C. Upon issuance of the certificate of dissolution, the separate existence shall cease as of the effective date stated in the certificate, except for the sole purpose of any action or suit commenced theretofore by, or commenced timely against, the limited liability company.  D. Any movable or immovable property inadvertently or otherwise omitted from the liquidation shall vest in the members conducting the liquidation or liquidator, for the benefit of the persons entitled thereto, and be distributed accordingly.  E. Following cessation of the separate existence, the members conducting the liquidation or liquidator shall still have power to take all action required to preserve the interests of the limited liability company, its creditors, and members. The court shall have power, on application by any interested party, to appoint, ex parte or on such notice as the court may order, a liquidator or new liquidator for any proper purpose in case of the death, disability, or unwillingness to serve of the last previous liquidator or last member.  Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 2019, No. 19, §2, eff. May 28, 2019.
LA Rev Stat § 12:1341 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1341. Liability of members of dissolved limited liability companies

RS 1341 - Liability of members of dissolved limited liability companies  A. A member of a dissolved limited liability company, which has followed the procedures set forth in R.S. 12:1338, shall not be liable for any claim against the limited liability company in an amount in excess of such member's pro rata share of the claim or the amount so distributed to him, whichever is less.  B. A member of a dissolved limited liability company, which has followed the procedures set forth in R.S. 12:1338, shall not be liable for any claim against the limited liability company on which an action, suit, or proceeding has not begun prior to the expiration of the periods described in R.S. 12:1338(C) and (D).  C. The aggregate liability of any member of a dissolved limited liability company for claims against the dissolved limited liability company shall not exceed the amount distributed to him in dissolution.  Acts 1992, No. 780, §2, eff. July 7, 1992.
LA Rev Stat § 12:1342 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1342. Admission of foreign limited liability company

RS 1342 - Admission of foreign limited liability company  No foreign limited liability company shall have the right to transact business in this state until it shall have procured a certificate of authority to do so from the secretary of state. A foreign limited liability company shall not be denied a certificate of authority because the laws of the state or other jurisdiction under which such limited liability company is organized differ from the laws of this state. However, no foreign limited liability company shall be entitled to procure a certificate of authority to transact in this state any business that a limited liability company organized under this Chapter is not permitted to transact. The laws of the state or other jurisdiction under which a foreign limited liability company is organized shall govern its organization, its internal affairs, and the liability of its managers and members that arise solely out of their positions as managers and members. Acts 1992, No. 780, §2, eff. July 7, 1992.
LA Rev Stat § 12:1343 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1343. Transactions not constituting transacting business

RS 1343 - Transactions not constituting transacting business  Without excluding other activities that may not constitute transacting business in this state, a foreign limited liability company shall not be considered to be transacting business in this state for the purpose of being required to procure a certificate of authority pursuant to this Chapter by conducting any one or more of the following activities:  (1) Maintaining, defending, or settling any proceeding.  (2) Holding meetings of its managers or members or carrying on any other activities concerning its internal affairs.  (3) Maintaining bank accounts.  (4) Maintaining offices or agencies for the transfer, exchange, and registration of the foreign limited liability company's own membership interests, or appointing or maintaining trustees or depositories with respect to those membership interests.  (5) Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts, including all preliminary incidents thereto.  (6) Creating evidences of debt, mortgages, or liens.  (7) Securing or collecting debts or enforcing any rights in property securing the debts.  (8) Transacting any business in interstate or foreign commerce.  (9) Conducting an isolated transaction completed within thirty days, and not in the course of repeated transactions of like nature.  (10) Acquiring or disposing of property or a property interest, not as a part of any regular business activity.  Acts 1992, No. 780, §2, eff. July 7, 1992.
LA Rev Stat § 12:1344 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1344. Name of authorized foreign limited company

RS 1344 - Name of authorized foreign limited company  A certificate of authority shall not be issued to a foreign limited liability company unless the name of such company satisfies the requirements of R.S. 12:1306. If the name of a foreign limited liability company does not satisfy the requirements of R.S. 12:1306(A)(1), to obtain or maintain a certificate of authority, the foreign limited liability company may add the words "limited liability company" or the abbreviation "L.L.C." or "L.C." to its name for use in this state. If its real name is unavailable, the foreign limited liability company may add a distinguishing term upon the records of the secretary of state to its name for use in this state.  Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 2018, No. 560, §2, eff. May 28, 2018.
LA Rev Stat § 12:1346 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1346. Issuance of certificate of authority

RS 1346 - Issuance of certificate of authority If the secretary of state finds that the application for the certificate of authority conforms to law, that the nature of the business is lawful for a limited liability company in this state, and that all requisite fees have been paid, he shall do the following: (1) Endorse on the application the word "Filed" and the date of the filing. (2) File in his office an application. (3) Issue a certificate of authority to transact business in this state to which he shall affix the other application, which shall be returned to the limited liability company or its representative. Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1999, No. 342, §5.
LA Rev Stat § 12:1347 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1347. Effect of certificate of authority

RS 1347 - Effect of certificate of authority  A foreign limited liability company which receives a certificate of authority shall, until a certificate of revocation or a withdrawal shall have been issued as provided in this Chapter:  (1) Be authorized to transact business in this state, subject to such limitations as may be recited in the certificate of authority.  (2) Enjoy the same, but no greater, rights and privileges as a limited liability company organized under the laws of this state to transact the business that such foreign limited liability company is authorized to transact in this state.  (3) Except as otherwise provided in this Chapter, be subject to the same duties, restrictions, penalties, and liabilities as are imposed upon limited liability companies organized under the laws of this state.  Acts 1992, No. 780, §2, eff. July 7, 1992.
LA Rev Stat § 12:1348 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1348. Amended certificate of authority

RS 1348 - Amended certificate of authority A. A foreign limited liability company authorized to transact business in this state shall, by making application therefor to the secretary of state, procure an amended certificate of authority if thereafter it changes its name or proposes to transact business in this state other than that set forth in its prior application. The provisions in respect to the form and contents of such application, the manner of its execution and filing, and the issuance of an amended certificate of authority and the effect thereof shall be the same as in the case of an original application for a certificate of authority. B. If a foreign limited liability company changes its name, it shall include, with its application for an amended certificate of authority, a certificate evidencing such change, not a certified copy of the amendment to the articles of organization, issued by the authorized official of the jurisdiction of organization of such limited liability company. Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1995, No. 847, §3, eff. June 27, 1995.