reglab/housing_qa huggingface dataset:
CA Corp Code § 17704.06 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2.6 - CALIFORNIA REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|ARTICLE 4 - Relations of Members to Each Other and to the Limited Liability Company|Section 17704.06.

17704.06.  (a) Except as otherwise provided in subdivision (b), 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 17704.05, the member or manager is personally liable to the limited liability company for the amount of the distribution that exceeds the amount that could have been distributed without the violation of Section 17704.05.(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 stated in subdivision (a) 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 to that person was made in violation of Section 17704.05 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 17704.05.(d) A person against which an action is commenced because the person is liable under subdivision (a) may do all of the following:(1) Implead any other person that is subject to liability under subdivision (a) and seek to compel contribution from the person.(2) Implead any person that received a distribution in violation of subdivision (c) and seek to compel contribution from the person in the amount the person received in violation of subdivision (c).(e) An action under this section is barred if not commenced within four years after the distribution. (Added by Stats. 2012, Ch. 419, Sec. 20. (SB 323) Effective January 1, 2013. Operative January 1, 2014, by Sec. 32 of Ch. 419.)
CA Corp Code § 17704.09 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2.6 - CALIFORNIA REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|ARTICLE 4 - Relations of Members to Each Other and to the Limited Liability Company|Section 17704.09.

17704.09.  (a) The fiduciary duties that a member owes to a member-managed limited liability company and the other members of the limited liability company are the duties of loyalty and care under subdivisions (b) and (c).(b) A member’s duty of loyalty to the limited liability company and the other members is limited to the following:(1) To account to the limited liability company and hold as trustee for it any property, profit, or benefit derived by the member in the conduct and winding up of the activities of a limited liability company or derived from a use by the member of a limited liability company property, including the appropriation of a limited liability company opportunity.(2) To refrain from dealing with the limited liability company in the conduct or winding up of the activities of the limited liability company as or on behalf of a person having an interest adverse to the limited liability company.(3) To refrain from competing with the limited liability company in the conduct or winding up of the activities of the limited liability company.(c) A member’s duty of care to a limited liability company and the other members in the conduct and winding up of the activities of the limited liability company is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.(d) A member shall discharge the duties to a limited liability company and the other members under this title or under the operating agreement and exercise any rights consistent with the obligation of good faith and fair dealing.(e) A member does not violate a duty or obligation under this article or under the operating agreement merely because the member’s conduct furthers the member’s own interest.(f) In a manager-managed limited liability company, all of the following rules apply:(1) Subdivisions (a), (b), (c), and (e) apply to the manager or managers and not the members.(2) Subdivision (d) applies to the members and managers.(3) Except as otherwise provided, a member does not have any fiduciary duty to the limited liability company or to any other member solely by reason of being a member.(Amended by Stats. 2015, Ch. 775, Sec. 9. (AB 506) Effective January 1, 2016.)
CA Corp Code § 17705.01 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2.6 - CALIFORNIA REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|ARTICLE 5 - Transferable Interests and Rights of Transferees and Creditors|Section 17705.01.

17705.01.  A transferable interest is personal property. (Added by Stats. 2012, Ch. 419, Sec. 20. (SB 323) Effective January 1, 2013. Operative January 1, 2014, by Sec. 32 of Ch. 419.)
CA Corp Code § 17705.02 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2.6 - CALIFORNIA REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|ARTICLE 5 - Transferable Interests and Rights of Transferees and Creditors|Section 17705.02.

17705.02.  (a) With respect to a transfer, in whole or in part, of a transferable interest, all of the following apply:(1) A transfer is permissible.(2) A transfer does not by itself cause a member’s dissociation or a dissolution and winding up of the activities of a limited liability company.(3) Subject to Section 17705.04, a transfer does not entitle the transferee to do any of the following:(A) Vote or otherwise participate in the management or conduct of the activities of a limited liability company.(B) Except as otherwise provided in subdivision (c) and Section 17704.10, have access to records or other information concerning the activities of a limited liability company.(b) A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled; provided, however, that the pledge or granting of a security interest, lien, or other encumbrance in or against any or all of the transferable interest of a transferor shall not cause the transferor to cease to be a member or grant to the transferee or to anyone else the power to exercise any rights or powers of a member, including, without limitation, the right to receive distributions to which the member is entitled.(c) In a dissolution and winding up of a limited liability company, a transferee is entitled to an account of the limited liability 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 article, 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 limited liability company 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 notice of the restriction at the time of transfer.(g) Except as otherwise provided in subdivision (b) of this section and paragraph (2) of subdivision (d) of Section 17706.02, when a member transfers a transferable interest, the transferor retains the rights of a member, other than the interest in distributions transferred, and retains all duties and obligations of a member.(h) When 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 17704.03 and subdivision (c) of Section 17704.06 known to the transferee when the transferee becomes a member.(Amended by Stats. 2015, Ch. 775, Sec. 11. (AB 506) Effective January 1, 2016.)
CA Corp Code § 17705.03 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2.6 - CALIFORNIA REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|ARTICLE 5 - Transferable Interests and Rights of Transferees and Creditors|Section 17705.03.

17705.03.  (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. 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 would otherwise be paid to the judgment debtor.(b) To the extent necessary to effectuate the collection of distributions pursuant to a charging order in effect under subdivision (a), the court may do any of the following:(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.(2) Make all other orders necessary to give effect to the charging order.(3) Upon a showing that distributions under a charging order will not pay the judgment debt within a reasonable time, foreclose the lien and order the sale of the transferable interest. The purchaser at the foreclosure sale obtains only the transferable interest, does not thereby become a member, and is subject to Section 17705.02.(c) At any time before foreclosure under paragraph (3) of subdivision (b), the member or transferee whose transferable interest is subject to a charging order under subdivision (a) 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) At any time before foreclosure under paragraph (3) of subdivision (b), 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) This title does not deprive any member or transferee of the benefit of any exemption laws applicable to the member’s or transferee’s transferable interest.(f) This section provides 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. (Added by Stats. 2012, Ch. 419, Sec. 20. (SB 323) Effective January 1, 2013. Operative January 1, 2014, by Sec. 32 of Ch. 419.)
CA Corp Code § 17705.04 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2.6 - CALIFORNIA REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|ARTICLE 5 - Transferable Interests and Rights of Transferees and Creditors|Section 17705.04.

17705.04.  If a member dies, the deceased member’s personal representative or other legal representative may exercise the rights of a transferee provided in subdivision (c) of Section 17705.02 and, for the purposes of settling the estate, the rights of a current member under Section 17704.10. (Added by Stats. 2012, Ch. 419, Sec. 20. (SB 323) Effective January 1, 2013. Operative January 1, 2014, by Sec. 32 of Ch. 419.)
CA Corp Code § 17706.01 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2.6 - CALIFORNIA REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|ARTICLE 6 - Member s Dissociation|Section 17706.01.

17706.01.  (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 pursuant to subdivision (a) of Section 17706.02.(b) A person’s dissociation from a limited liability company is wrongful only if either of the following apply to the dissociation:(1) The dissociation is in breach of an express provision of the operating agreement.(2) The dissociation occurs before the termination of the limited liability company and any of the following:(A) The person withdraws as a member by express will.(B) The person is expelled as a member by judicial order under subdivision (e) of Section 17706.02.(C) The person is dissociated under subdivision (g) of Section 17706.02 by becoming a debtor in bankruptcy.(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 dissolved or terminated.(c) A person that wrongfully dissociates as a member is liable to the limited liability company and to the other members for any damages caused by the dissociation. The liability is in addition to any other debt, obligation, or other liability of the member to the limited liability company or the other members. (Added by Stats. 2012, Ch. 419, Sec. 20. (SB 323) Effective January 1, 2013. Operative January 1, 2014, by Sec. 32 of Ch. 419.)
CA Corp Code § 17706.03 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2.6 - CALIFORNIA REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|ARTICLE 6 - Member s Dissociation|Section 17706.03.

17706.03.  (a) When a person is dissociated as a member of a limited liability company all of the following apply:(1) The person’s right to vote or participate as a member in the management and conduct of the limited liability company’s activities terminates.(2) If the limited liability company is member-managed, the person’ s fiduciary duties as a member end with regard to matters arising and events occurring after the person’s dissociation.(3) Subject to Section 17705.04 and Article 10 (commencing with Section 17710.01), any transferable interest owned by the person immediately before dissociation in the person’s capacity as a member is owned by the person solely as a transferee.(b) A person’s dissociation as a member of a limited liability company does not of itself discharge the person from any debt, obligation, or other liability to the limited liability company or the other members that the person incurred while a member.(c) If a member dies, or a guardian or conservator of the estate is appointed for the member, or a member’s interest is being administered by an attorney-in-fact under a valid power of attorney, the member’s executor, administrator, guardian, conservator, attorney-in-fact, or other legal representative may exercise all of the member’s rights for the purpose of settling the member’s estate or administering the member’s property, including any power the member had under the articles of organization or an operating agreement to give a transferee the right to become a member.(Amended by Stats. 2015, Ch. 775, Sec. 12. (AB 506) Effective January 1, 2016.)
CA Corp Code § 17707.01 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2.6 - CALIFORNIA REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|ARTICLE 7 - Dissolution and Winding Up|Section 17707.01.

17707.01.  A limited liability company is dissolved, and its activities shall be wound up, upon the happening of the first to occur of the following:(a) On the happening of an event set forth in a written operating agreement or the articles of organization.(b) By the vote of 50 percent or more of the voting interests of the members of the limited liability company or a greater percentage of the voting interests of members as may be specified in the articles of organization, or a written operating agreement.(c) The passage of 90 consecutive days during which the limited liability company has no members, except that, on the death of a natural person who is the sole member of a limited liability company, the status of the member, including a membership interest, may pass to one or more heirs, successors, and assigns of the member by will or applicable law. An heir, successor, or assign of the member’s interest becomes a substituted member pursuant to paragraph (4) of subdivision (c) of Section 17704.01, subject to administration as provided by applicable law, without the permission or consent of the heirs, successors, or assigns or those administering the estate of the deceased member.(d) Entry of a decree of judicial dissolution pursuant to Section 17707.03.(Amended by Stats. 2016, Ch. 66, Sec. 1. (AB 1722) Effective January 1, 2017.)
CA Corp Code § 17707.02 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2.6 - CALIFORNIA REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|ARTICLE 7 - Dissolution and Winding Up|Section 17707.02.

17707.02.  (a) Notwithstanding any other provision of this title, if a domestic limited liability company has not conducted any business, 50 percent or more of the voting interests of the members, or, if there are no members, 50 percent or more of the voting interests of the managers, if any, or if no members or managers, the person or 50 percent or more of the persons signing the articles of organization, may execute and acknowledge a certificate of cancellation of articles of organization, on a form prescribed by the Secretary of State, stating all of the following:(1) The name of the domestic limited liability company and the Secretary of State’s file number.(2) That the certificate of cancellation is being filed within 12 months from the date the articles of organization was filed.(3) That the limited liability company does not have any debts or other liabilities, except as provided in paragraph (4).(4) That a final franchise tax return, as described by Section 23332 of the Revenue and Taxation Code, or a final annual tax return, as described by Section 17947 of the Revenue and Taxation Code, has been or will be filed with the Franchise Tax Board, as required under Part 10.2 (commencing with Section 18401) of Division 2 of the Revenue and Taxation Code.(5) That the known assets of the limited liability company remaining after payment of, or adequately providing for, known debts and liabilities have been distributed to the persons entitled thereto or that the limited liability company acquired no known assets, as the case may be.(6) That the limited liability company has not conducted any business from the time of the filing of the articles of organization.(7) That 50 percent or more of the voting interests of the managers or members voted, or, if no managers or members, the person or 50 percent or more of the persons signing the articles of organization, voted to dissolve the limited liability company.(8) If the limited liability company has received payments for interests from investors, that those payments have been returned to those investors.(b) A certificate of cancellation executed and acknowledged pursuant to subdivision (a) shall be filed with the Secretary of State within 12 months from the date that the articles of organization was filed. The Secretary of State shall notify the Franchise Tax Board of the cancellation.(c) Upon filing a certificate of cancellation pursuant to subdivision (a), a limited liability company shall be canceled and its powers, rights, and privileges shall cease.(Amended by Stats. 2016, Ch. 66, Sec. 2. (AB 1722) Effective January 1, 2017.)
CA Corp Code § 17707.04 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2.6 - CALIFORNIA REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|ARTICLE 7 - Dissolution and Winding Up|Section 17707.04.

17707.04.  In the event of a dissolution of a limited liability company all of the following apply:(a) The managers who have not wrongfully dissolved the limited liability company, or, if none, the members, or, if none, the person or a majority of the persons signing the articles of organization, may wind up the affairs of the limited liability company, unless the dissolution occurs pursuant to Section 17707.03, in which event the winding up shall be conducted in accordance with the decree of dissolution. The persons winding up the affairs of the limited liability company shall give written notice of the commencement of winding up by mail to all known creditors and claimants whose addresses appear on the records of the limited liability company.(b) Upon the petition of any manager or of any member or members, or three or more creditors of a limited liability company, a court of competent jurisdiction may enter a decree ordering the winding up of the limited liability company, if that appears necessary for the protection of any parties in interest. The decree shall designate the managers or members, or if good cause is shown, another person or persons, who are to wind up the affairs of the limited liability company.(c) Except as otherwise provided in the articles of organization or a written operating agreement, the persons winding up the affairs of the limited liability company pursuant to this section shall be entitled to reasonable compensation. (Added by Stats. 2012, Ch. 419, Sec. 20. (SB 323) Effective January 1, 2013. Operative January 1, 2014, by Sec. 32 of Ch. 419.)
CA Corp Code § 17707.05 (2021)
2021 California Code|Corporations Code - CORP|TITLE 2.6 - CALIFORNIA REVISED UNIFORM LIMITED LIABILITY COMPANY ACT|ARTICLE 7 - Dissolution and Winding Up|Section 17707.05.

17707.05.  (a) Except as otherwise provided in the articles of organization or the written operating agreement, after determining that all the known debts and liabilities of a limited liability company in the process of winding up, including, without limitation, debts and liabilities to members who are creditors of the limited liability company, have been paid or adequately provided for, the remaining assets shall be distributed among the members according to their respective rights and preferences as follows:(1) To members in satisfaction of liabilities for distributions pursuant to Sections 17704.04, 17704.05, and 17704.06.(2) To members of the limited liability company for the return of their contributions.(3) To members in the proportions in which those members share in distributions.(b) If the winding up is by court proceeding or subject to court supervision, the distribution shall not be made until after the expiration of any period for the presentation of claims that has been prescribed by order of the court.(c) (1) The payment of a debt or liability, whether the whereabouts of the creditor is known or unknown, has been adequately provided for if the payment has been provided for by either of the following means:(A) Payment for the debt or liability has been assumed or guaranteed in good faith by one or more financially responsible persons or by the United States government or any agency of the United States government, and the provision, including the financial responsibility of the person, was determined in good faith and with reasonable care by the members or managers of the limited liability company to be adequate at the time of any distribution of the assets pursuant to this section.(B) The amount of the debt or liability has been deposited as provided in Section 2008 of the General Corporation Law.(2) This subdivision shall not prescribe the exclusive means of making adequate provision for debts and liabilities. (Added by Stats. 2012, Ch. 419, Sec. 20. (SB 323) Effective January 1, 2013. Operative January 1, 2014, by Sec. 32 of Ch. 419.)