reglab/housing_qa huggingface dataset:
AL Code § 10A-5-2.04 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5 - Limited Liability Companies.|Article 2 - Formation.|Section 10A-5-2.04 - Execution. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-2.04Execution. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Unless otherwise specified in this chapter, each filing instrument required by this chapter to be filed in the office of the judge of probate shall be executed in the following manner: (1) The certificate of formation shall be signed by one or more members named therein or an organizer. (2) An amendment shall be signed by at least one member. (3) If an amendment requires the adding of a new member, the amendment shall be signed by a person who was a member before the amendment was filed and by the new member. (4) Articles of dissolution shall be signed by at least one member, as authorized pursuant to the operating agreement. (b) Any person may sign a document required by this chapter by an attorney-in-fact, but a power of attorney relating to the admission of a member shall specify that admission of a new member is an authorized act of the attorney-in-fact. (Acts 1993, No. 93-724, p. 1425, §13; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-13; amended and renumbered by Act 2009-513, p. 967, §220.)
AL Code § 10A-5-2.05 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5 - Limited Liability Companies.|Article 2 - Formation.|Section 10A-5-2.05 - Pre-Formation Transactions. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-2.05Pre-formation transactions. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. A limited liability company may not transact business or incur indebtedness, except that which is incidental to its organization or to obtaining subscriptions for or payment of contributions, until the certificate of formation has been filed. Persons engaged in prefiling activities other than those authorized by this section shall be jointly and severally liable for any debts or liabilities incurred in the course of those activities as provided in Section 10A-5-1.05. In no event shall the activities of an organizer authorized under this chapter result in liability for such person under this section. This section shall not be interpreted to invalidate any debts, contracts, or liabilities of the limited liability company incurred on behalf of the limited liability company prior to the filing of its certificate of formation. (Act 2009-513, p. 967, §222.)
AL Code § 10A-5-2.06 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5 - Limited Liability Companies.|Article 2 - Formation.|Section 10A-5-2.06 - Records to Be Kept; Right of Inspection. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-2.06Records to be kept; right of inspection. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Each limited liability company shall keep at its registered office or principal place of business in this state the following records: (1) A current list of the full name and last known business or residence street address of each member, and each manager, if any. (2) A copy of the filed certificate of formation and all amendments thereto, together with executed copies of any powers of attorney pursuant to which any documents have been executed. (3) Copies of the limited liability company's federal, state, and local income tax returns and reports, if any, for the three most recent years. (4) Copies of any then effective operating agreements including any amendments thereto. (5) Copies of any financial statements of the limited liability company for the three most recent years.  (b) Those records, and any other books and records of the limited liability company, wherever situated, are subject to inspection and copying for any proper purpose at the reasonable request, and at the expense of, any member or manager or the member's or manager's agent or attorney during regular business hours as provided in Sections 10A-1-3.32 and 10A-1-3.33. Any agent, member, or manager of a limited liability company who, without reasonable cause, refuses to allow any member or the member's agent or attorney to inspect or copy any books or records of the limited liability company for any proper purpose shall be personally liable to the member for a penalty in an amount not to exceed 10 percent of the fair market value of the membership interest of the member, in addition to any other damages or remedy. (Acts 1993, No. 93-724, p. 1425, §16; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-16; amended and renumbered by Act 2009-513, p. 967, §224.)
AL Code § 10A-5-2.07 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5 - Limited Liability Companies.|Article 2 - Formation.|Section 10A-5-2.07 - Parties to Actions. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-2.07Parties to actions. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. Neither a member nor a manager of a limited liability company is a proper party to proceedings by or against a limited liability company, except where the object is to enforce a member's or manager's rights against or liability to the limited liability company. (Acts 1993, No. 93-724, p. 1425, §18; §10-12-18; amended and renumbered by Act 2009-513, p. 967, §226.)
AL Code § 10A-5-3.01 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5 - Limited Liability Companies.|Article 3 - Relationship of Members and Managers to Third Parties.|Section 10A-5-3.01 - Business Transactions of a Member With the Limited Liability Company. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-3.01Business transactions of a member with the limited liability company. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. Except as otherwise provided in the operating agreement, a member may lend money to and transact any lawful business with the limited liability company and, subject to other applicable law, have the same rights and obligations with respect thereto as a person who is not a member. (Acts 1993, No. 93-724, p. 1425, §19; §10-12-19; amended and renumbered by Act 2009-513, p. 967, §228.)
AL Code § 10A-5-3.02 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5 - Limited Liability Companies.|Article 3 - Relationship of Members and Managers to Third Parties.|Section 10A-5-3.02 - Liability of Members to Third Parties. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-3.02Liability of members to third parties. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as otherwise provided in this chapter, a member of a limited liability company is not liable under a judgment, decree, or order of a court, or in any other manner, for a debt, obligation, or liability of the limited liability company, whether arising in contract, tort, or otherwise, or for the acts or omissions of any other member, manager, agent, or employee of the limited liability company. (b) A member may be liable to creditors of the limited liability company for a written agreement to make a contribution to the limited liability company. (c) A member of a limited liability company may become liable by reason of the member's own acts or conduct. (Acts 1993, No. 93-724, p. 1425, §20; §10-12-20; amended and renumbered by Act 2009-513, p. 967, §228.)
AL Code § 10A-5-4.03 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5 - Limited Liability Companies.|Article 4 - Relationship Among Members.|Section 10A-5-4.03 - Operating Agreements. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-4.03Operating agreements. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) The member or members of a limited liability company may enter into an operating agreement to regulate or establish the affairs of the limited liability company, the conduct of its business, and the relations of its members. An operating agreement may contain any provisions regarding the affairs of a limited liability company and the conduct of its business that are not inconsistent with the laws of this state or the articles of organization. (b) In the event there is more than one member, any operating agreement shall initially be agreed to, in writing, by all of the members. If an operating agreement does not provide for the method by which an operating agreement may be amended, then all of the members shall agree in writing to any amendment. (c) A court of equity may enforce an operating agreement by injunction or by other relief that the court in its discretion determines to be fair and appropriate in the circumstances. As an alternative to injunctive or other equitable relief, when the provisions of Section 10A-5-7.02 are applicable, the court may order dissolution of the limited liability company. (Acts 1993, No. 93-724, p. 1425, §24; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-24; amended and renumbered by Act 2009-513, p. 967, §230.)
AL Code § 10A-5-4.04 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5 - Limited Liability Companies.|Article 4 - Relationship Among Members.|Section 10A-5-4.04 - Derivative Actions. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-4.04Derivative actions. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) A member may bring an action in the right of a limited liability company to recover a judgment in its favor if the members or managers with authority to do so have refused to bring the action or if an effort to cause those members or managers to bring the action is not likely to succeed. (b) In a derivative action, the plaintiff shall be a member (1) at the time of bringing the action or have succeeded to the right of a member by operation of law or pursuant to the terms of the operating agreement from a person who was a member and (2) at the time of the transaction of which he or she complains. (c) In a derivative action, the complaint shall set forth with particularity the effort of the plaintiff to secure initiation of the action by the members or managers with authority to do so, or the reasons for not making the effort. (d) If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise, or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, and shall direct the plaintiff to remit to the limited liability company the remainder of those proceeds. (Acts 1993, No. 93-724, p. 1425, §25; §10-12-25; amended and renumbered by Act 2009-513, p. 967, §230.)
AL Code § 10A-5-5.01 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5 - Limited Liability Companies.|Article 5 - Contributions and Distributions.|Section 10A-5-5.01 - Contribution. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-5.01Contribution. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. The contributions of a member to the limited liability company may be in cash, property, services previously rendered, or a promissory note or other binding obligation to pay cash, convey property, or to render services. (Acts 1993, No. 93-724, p. 1425, §26; §10-12-26; amended and renumbered by Act 2009-513, p. 967, §232.)
AL Code § 10A-5-5.02 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5 - Limited Liability Companies.|Article 5 - Contributions and Distributions.|Section 10A-5-5.02 - Liability for Contributions. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-5.02Liability for contributions. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as provided in the certificate of formation, a member is obligated to the limited liability company to perform any promise to pay cash or convey property or to render services, even if the member is unable to perform because of death, disability, or any other reason. A member who does not perform such a promise is obligated at the option of the limited liability company to pay cash equal to the amount or value of the portion of the contribution that has not been paid, conveyed, or rendered. (b) The operating agreement may provide that the interest of any member who fails to make any contribution that the member is obligated to make, or who fails to pay any agreed assessment that the member is obligated to make, shall be subject to a reasonable penalty for such failure. The penalty may take the form of reducing the defaulting member's proportionate interest in the limited liability company, subordinating the member's interest to that of nondefaulting members, a forced sale of the member's interest in compliance with reasonable procedures for notice and disposition, forfeiture of the member's interest on compliance with reasonable procedures for notice, the lending of the amount necessary to meet the member's commitment by other members, affixing of the value of the member's interest by appraisal or by suitable formula and redemption or sale of the member's interest at that value, or other reasonable penalty. (c) Unless otherwise provided in the operating agreement, the obligation of a member to perform any promise with respect to a contribution to the capital of the limited liability company, or to return money or other property paid or distributed in violation of this chapter, may be compromised only by consent of all the members. Notwithstanding the compromise, a creditor of a limited liability company who extends credit, or whose claim arises, after filing of the certificate of formation or an amendment thereto which, in either case, reflects the obligation, and before the amendment thereof to reflect the compromise, may enforce the original obligation. (Acts 1993, No. 93-724, p. 1425, §27; §10-12-27; amended and renumbered by Act 2009-513, p. 967, §232.)
AL Code § 10A-5-5.03 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5 - Limited Liability Companies.|Article 5 - Contributions and Distributions.|Section 10A-5-5.03 - Sharing of Profits and Losses. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-5.03Sharing of profits and losses. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. The profits and losses, income, deductions, and credits, and items of income, deduction, and credits of the limited liability company shall be allocated among the members in the manner provided in the operating agreement. If the operating agreement does not so provide, profits and losses, income, deductions, and credits, and items of income, deductions, and credits shall be allocated on the basis of the pro rata value of the contributions made by each member to the extent they have been made and not returned. (Acts 1993, No. 93-724, p. 1425, §28; §10-12-28; amended and renumbered by Act 2009-513, p. 967, §232.)
AL Code § 10A-5-5.04 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5 - Limited Liability Companies.|Article 5 - Contributions and Distributions.|Section 10A-5-5.04 - Interim Distributions of Property; Impairment of Capital. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-5.04Interim distributions of property; impairment of capital. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as provided in this section or in the operating agreement, members are entitled to receive distributions from the limited liability company in proportion to their respective rights to share in profits under Section 10A-5-5.03. (b) Subsection (a) shall not apply to any of the following: (1) Distributions on dissolution. (2) Distributions governed by a contrary provision in the operating agreement. (c) No distribution may be made unless, after the distribution is made, the assets of the limited liability company are sufficient to pay all liabilities of the limited liability company except liabilities to members on account of their contributions. (d) Unless otherwise provided in the operating agreement, a member has no right to receive and may not be required to accept a distribution in kind. (Acts 1993, No. 93-724, p. 1425, §29; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-29; amended and renumbered by Act 2009-513, p. 967, §232.)
AL Code § 10A-5-5.05 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5 - Limited Liability Companies.|Article 5 - Contributions and Distributions.|Section 10A-5-5.05 - Purchase of Interest of Member Whose Membership Has Ceased. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-5.05Purchase of interest of member whose membership has ceased. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. Unless the governing documents of a limited liability company or a private agreement provide for the purchase of the interest of a former member whose membership has ceased, neither the limited liability company nor its members shall be obligated to purchase the interest of a former member whose membership has ceased. (Acts 1993, No. 93-724, p. 1425, §30; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-30; amended and renumbered by Act 2009-513, p. 967, §232.)
AL Code § 10A-5-6.01 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5 - Limited Liability Companies.|Article 6 - Transfer of Membership Interest.|Section 10A-5-6.01 - Admission of Additional Members. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-6.01Admission of additional members. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) After the filing of a limited liability company's original certificate of formation, additional members may be admitted as follows: (1) In the case of a member acquiring an interest directly from the limited liability company, upon compliance with the operating agreement or, if the operating agreement does not provide for the admission of additional members, with the written consent of all members. (2) In the case of an assignee of an interest of a member, by complying with Section 10A-5-6.03. (b) The effective time of admission of a member to a limited liability company shall be the later of: (1) The date the limited liability company is formed. (2) The time provided in the operating agreement, or if no time is provided, then when the person's admission is reflected in the records of the limited liability company. (Acts 1993, No. 93-724, p. 1425, §31; §10-12-31; amended and renumbered by Act 2009-513, p. 967, §234.)
AL Code § 10A-5-6.02 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5 - Limited Liability Companies.|Article 6 - Transfer of Membership Interest.|Section 10A-5-6.02 - Transferability of Member's Interest. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-6.02Transferability of member's interest. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as otherwise provided in the operating agreement: (1) A membership interest in a limited liability company is assignable in whole or in part. (2) An assignment of a member's interest in a limited liability company does not of itself dissolve the limited liability company or entitle the assignee to exercise any management rights. (3) An assignment only entitles the assignee to the financial rights of the assignor to the extent assigned. (4) A member who assigns the member's interest in a limited liability company does not cease to be a member until the assignee is substituted as provided in Section 10A-5-6.03. (b) A limited liability company, in the governing documents, may provide that a member's interest in the limited liability company may be evidenced by a certificate of limited liability company interest issued by the limited liability company. Any provision for the assignment or transfer of a limited liability company interest represented by such a certificate shall be consistent with this chapter. (c) Any purported transfer of a member's interest in violation of this section is void. (Acts 1993, No. 93-724, p. 1425, §32; §10-12-32; amended and renumbered by Act 2009-513, p. 967, §234.)
AL Code § 10A-5-6.03 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5 - Limited Liability Companies.|Article 6 - Transfer of Membership Interest.|Section 10A-5-6.03 - Right of Assignee to Become Member. Repealed in the 2014 Regular Session by Act 2014-144 Effective January 1, 2017.

Section 10A-5-6.03Right of assignee to become member. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as otherwise provided in the operating agreement: (1) An assignee of an interest in a limited liability company may become a member only if the other members unanimously consent. The consent of a member may be evidenced in any manner specified in the operating agreement, but in the absence of such a specification, consent shall be evidenced by a written instrument, dated and signed by the member. (2) The assignor of a membership interest is not released from liability to the limited liability company under Section 10A-5-5.02, whether or not the assignee becomes a member. (3) A member who assigns the member's entire interest in the limited liability company ceases to be a member or to have the power to exercise any rights of a member when any assignee of the interest becomes a member with respect to the assigned interest. (b) An assignee who has become a member has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a member under the governing documents and this chapter. An assignee who becomes a member also is liable for the obligations of the assignor to make contributions as provided in Section 10A-5-5.02. The assignee is not obligated for liabilities that are unknown to the assignee at the time of becoming a member. (Acts 1993, No. 93-724, p. 1425, §33; §10-12-33; amended and renumbered by Act 2009-513, p. 967, §234.)