reglab/housing_qa huggingface dataset:
LA Rev Stat § 12:1310 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1310. Certificates of correction

RS 1310 - Certificates of correction  A. If any instrument filed with the secretary of state under this Chapter contains an inaccurate record of the action therein referred to or has been defectively executed, the instrument may be corrected by the filing of a certificate of correction.  B. A certificate of correction shall set forth the following:  (1) The title of the instrument being corrected.  (2) The name of each party to the instrument being corrected.  (3) The date that the instrument being corrected was filed.  (4) The provision in the instrument as previously filed and as corrected and, if execution of the instrument was defective, the manner in which it was defective.  C. A certificate of correction shall not make any other change or amendment that would not have complied in all respects with the requirements of this Chapter at the time the instrument being corrected was filed.  D. Repealed by Acts 1995, No. 847, §5, eff. June 27, 1995.  E. A certificate of correction shall not:  (1) Change the effective date of the instrument being corrected.  (2) Affect any right or liability accrued or incurred before its filing, except that any right or liability accrued or incurred by reason of the error or defect being corrected shall be extinguished by the filing if the person having the right has not detrimentally relied on the original instrument.  F. The certificate of correction shall be executed by a manager of the limited liability company, if management of the limited liability company is vested in one or more managers pursuant to R.S. 12:1312, or by at least one member, if management of the limited liability company is reserved to the members. The certificate of correction shall be acknowledged by at least one of the persons who signed it or may be in the form of an authentic act. The certificate of correction shall be filed with the secretary of state, who, after all taxes, fees, and charges have been paid as required by law, shall record the certificate of correction in his office and endorse thereon the date and, if requested, the hour of the filing thereof with him. The secretary of state may prescribe and furnish forms for filing the certificate of correction.  G. A multiple original of the certificate of correction, or a copy certified by the secretary of state, shall be filed for record in each office of the recorder of conveyances, if any, in which the instrument corrected thereby was required to be filed by this Chapter. In the case of a certificate of correction to an agreement or certificate of merger or consolidation authorized under this Chapter, a copy of the certificate of correction shall, within twenty days after filing thereof with the secretary of state, be mailed to each member or former member of any party to the merger or consolidation whose property rights are affected by the correction made therein.  Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1995, No. 847, §5, eff. June 27, 1995; Acts 1999, No. 342, §5; Acts 2019, No. 19, §2, eff. May 28, 2019.
LA Rev Stat § 12:1310.1 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1310.1. Retroactivity of company's existence; acquisition of immovable property prior to limited liability company's existence

RS 1310.1 - Retroactivity of company's existence; acquisition of immovable property prior to limited liability company's existence Whenever any immovable property is acquired by one or more persons acting in any capacity for and in the name of any limited liability company which has not been issued a certificate of organization as provided by law, and the limited liability company is subsequently issued a certificate of organization in accordance with the provisions of R.S. 12:1304, the limited liability company's existence shall be retroactive to the date of acquisition of an interest in such immovable property, but such retroactive effect shall be without prejudice to rights validly acquired by third persons in the interim between the date of acquisition and the date that the limited liability company was issued the certificate of organization. Acts 2005, No. 136, §2, eff. June 22, 2005.
LA Rev Stat § 12:1311 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1311. Management by members

RS 1311 - Management by members  Except as otherwise provided in the articles of organization, the business of the limited liability company shall be managed by the members, subject to any provision in a written operating agreement restricting or enlarging the management rights and duties of any member or group or class of members.  Acts 1992, No. 780, §2, eff. July 7, 1992.
LA Rev Stat § 12:1312 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1312. Managers

RS 1312 - Managers A. The articles of organization may provide that the business of the limited liability company shall be managed by or under the authority of one or more managers who may, but need not, be members. B. The articles of organization or an operating agreement may prescribe qualifications for managers. C. The number of managers shall be specified in or fixed in accordance with the articles of organization or an operating agreement. D. If a manager is listed in the articles of organization, an amendment thereto, or a supplemental report, a municipal address, which shall not be a post office box only, shall be indicated for each such manager. Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1999, No. 342, §5.
LA Rev Stat § 12:1313 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1313. Election and removal of managers

RS 1313 - Election and removal of managers  If management is vested in one or more managers pursuant to R.S. 12:1312, then, unless otherwise provided in the articles of organization or an operating agreement:  (1) Election of managers to fill initial positions or vacancies shall be by plurality vote of the members.  (2) Any or all managers may be removed by a vote of a majority of the members, with or without cause, at a meeting called expressly for that purpose.  Acts 1992, No. 780, §2, eff. July 7, 1992.
LA Rev Stat § 12:1315 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1315. Limitation of liability and indemnification of members and managers

RS 1315 - Limitation of liability and indemnification of members and managers  A. Subject to Subsection B of this Section, the articles of organization or a written operating agreement may:  (1) Eliminate or limit the personal liability of a member or members, if management is reserved to the members, or a manager or managers, if management is vested in one or more managers pursuant to R.S. 12:1312, for monetary damages for breach of any duty provided for in R.S. 12:1314. (2) Provide for indemnification of a member or members, or a manager or managers, for judgments, settlements, penalties, fines, or expenses incurred because he is or was a member or manager.  B. No provision permitted under Subsection A shall limit or eliminate the liability of a member or manager for the amount of a financial benefit received by a member or manager to which he is not entitled or for an intentional violation of a criminal law.  Acts 1992, No. 780, §2, eff. July 7, 1992.
LA Rev Stat § 12:1316 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1316. Voting by managers

RS 1316 - Voting by managers  Except as otherwise provided in the articles of organization or an operating agreement, if the limited liability company has more than one manager, each manager shall be entitled to a single vote on all matters properly brought before the managers, and all decisions of the managers shall be made by majority vote of the managers. In the absence of such a provision in the articles or operating agreement, no manager shall have the right to vote by proxy. Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 2014, No. 261, §1.
LA Rev Stat § 12:1317 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1317. Agency power of managers or members

RS 1317 - Agency power of managers or members  A. Each member, if management is reserved to the members, or manager, if management is vested in one or more managers pursuant to R.S. 12:1312, is a mandatary of the limited liability company for all matters in the ordinary course of its business other than the alienation, lease, or encumbrance of its immovables, unless such mandate is restricted or enlarged in the articles of organization or unless such member or manager lacks the authority to act for the limited liability company and the person with whom he is dealing has knowledge of the fact that he lacks such authority.  B. Persons dealing with a member, if management is reserved to the members, or manager, if management is vested in one or more managers pursuant to R.S. 12:1312, of the limited liability company shall be deemed to have knowledge of restrictions on the authority of such a member or manager contained in a written operating agreement if the articles of organization of the limited liability company contain a statement that such restrictions exist.  C. Persons dealing with a limited liability company may rely upon a certificate of any person named in the statement provided for in R.S. 12:1305(C)(5), or, if no such person or persons are so named, upon a certificate of one or more managers or members, to establish the membership of any member, the authenticity of any records of the limited liability company, or the authority of any person to act on behalf of the limited liability company, including but not limited to the authority to take actions referred to in R.S. 12:1318(B).  Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1993, No. 475, §4, eff. June 9, 1993.
LA Rev Stat § 12:1317.1 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1317.1. Company representation; state entities

RS 1317.1 - Company representation; state entities Any representative of a limited liability company having five or fewer members shall have the consent of a majority interest of the members and evidence of such consent by authentic act in order to represent the company interest to any state agency, board, or commission or to represent the company interest at any hearing or proceeding held by any state agency, board, or commission. Acts 2001, No. 1186, §2.
LA Rev Stat § 12:1319 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1319. Records and information

RS 1319 - Records and information  A. Each limited liability company shall keep at its registered office the following:  (1) A current list of the full name and last known business address of each member and manager, if management is vested in one or more managers pursuant to R.S. 12:1312.  (2) Copies of records which would enable a member to determine the relative voting rights of the members.  (3) A copy of the articles of organization, together with any amendments thereto.  (4) Copies of the limited liability company's federal and state income tax returns and reports, if any, for the three most recent years.  (5) A copy of any operating agreement which is in writing.  (6) Copies of any financial statements of the limited liability company for the three most recent years.  B. Unless otherwise provided in the articles of organization or an operating agreement, a member may do any of the following:  (1) At the member's own expense, inspect and copy any limited liability company record upon reasonable request during ordinary business hours.  (2) Obtain from time to time upon reasonable demand the following:  (a) True and complete information regarding the state of the business and financial condition of the limited liability company.  (b) Promptly after becoming available, a copy of the limited liability company's federal and state income tax returns for each year.  (c) Other information regarding the affairs of the limited liability company as is just and reasonable.  (3) Demand a formal accounting of the limited liability company's affairs whenever circumstances render it just and reasonable.  C. Failure of the limited liability company to keep or maintain any of the records or information required pursuant to this Section shall not be grounds for imposing liability on any person for the debts and obligations of the limited liability company.  D. Except as otherwise provided in the articles of organization or an operating agreement, a limited liability company and its members, managers, and agents may recognize and treat a person registered on its records as a member, as such for all purposes, and as the person exclusively entitled to have and to exercise all rights and privileges incident to the ownership of such membership interests. Rights under this Section shall not be affected by any actual or constructive notice which the limited liability company or any of its managers, members, or agents may have to the contrary.  Acts 1992, No. 780, §2, eff. July 7, 1992.
LA Rev Stat § 12:1320 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1320. Liability to third parties of members and managers

RS 1320 - Liability to third parties of members and managers  A. The liability of members, managers, employees, or agents, as such, of a limited liability company organized and existing under this Chapter shall at all times be determined solely and exclusively by the provisions of this Chapter.  B. Except as otherwise specifically set forth in this Chapter, no member, manager, employee, or agent of a limited liability company is liable in such capacity for a debt, obligation, or liability of the limited liability company.  C. A member, manager, employee, or agent of a limited liability company is not a proper party to a proceeding by or against a limited liability company, except when the object is to enforce such a person's rights against or liability to the limited liability company.  D. Nothing in this Chapter shall be construed as being in derogation of any rights which any person may by law have against a member, manager, employee, or agent of a limited liability company because of any fraud practiced upon him, because of any breach of professional duty or other negligent or wrongful act by such person, or in derogation of any right which the limited liability company may have against any such person because of any fraud practiced upon it by him.  Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1993, No. 475, §4, eff. June 9, 1993.
LA Rev Stat § 12:1321 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1321. Contributions to capital

RS 1321 - Contributions to capital  The contribution of a member to a limited liability company may take the form of cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services.  Acts 1992, No. 780, §2, eff. July 7, 1992.
LA Rev Stat § 12:1322 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1322. Liability for contribution

RS 1322 - Liability for contribution  A. A promise by a member to contribute to the limited liability company shall not be enforceable unless set forth in a writing signed by the member.  B. Except as provided in a written operating agreement, a member's obligation to the limited liability company to perform any enforceable promise to contribute cash or property or to perform services shall not be discharged if he is unable to perform because of death, disability, or other reason. If a member does not make the required contribution of property or services, he or his personal representative is obligated, at his or his personal representative's option, to either contribute cash equal to that portion of value of the stated contribution which has not been made or forfeit his entire membership interest, or, in the case of a personal representative, forfeit all rights in such membership interest to which he may otherwise be entitled. However, a creditor of a limited liability company who extends credit after a member signs a writing which reflects the obligation and before any such election to forfeit the membership interests is made may enforce the original obligation to the extent that the limited liability company refuses or is unable to honor the extension of credit.  C. Unless otherwise provided in a written operating agreement, the obligation of a member to make a contribution or return money or other property paid or distributed in violation of this Chapter may be compromised only with the unanimous consent of the members. Notwithstanding such a compromise, a creditor of a limited liability company who extends credit or otherwise acts in reliance on that obligation, after a member signs a writing which reflects the obligation and before the amendment or compromise, may enforce the original obligation to the extent that the limited liability company refuses or is unable to honor the extension of credit.  Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1993, No. 475, §4, eff. June 9, 1993.
LA Rev Stat § 12:1323 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1323. Sharing of profits and losses

RS 1323 - Sharing of profits and losses  The profits and losses of a limited liability company shall be allocated among the members and among classes of members in the manner provided in a written operating agreement. To the extent the operating agreement does not so provide in writing, profits and losses shall be allocated equally among the members. The provisions of this Section regarding the allocation of losses shall not affect the limitations on the liability of members and managers set forth in R.S. 12:1320.  Acts 1992, No. 780, §2, eff. July 7, 1992.
LA Rev Stat § 12:1324 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1324. Interim distributions

RS 1324 - Interim distributions  A. Except as provided in this Chapter, a member is entitled to receive distributions from a limited liability company before the withdrawal of the member from the limited liability company and before the dissolution and winding up of the limited liability company to the extent and at the times or upon the occurrence of the events provided in an operating agreement or as authorized by the members.  B. Interim distribution of cash or other assets of a limited liability company shall be allocated among the members and among classes of members in the manner provided in a written operating agreement. To the extent such operating agreement does not so provide in writing, distributions shall be made equally to the members.  Acts 1992, No. 780, §2, eff. July 7, 1992.
LA Rev Stat § 12:1325 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1325. Distributions upon withdrawal

RS 1325 - Distributions upon withdrawal A. If a limited liability company has been constituted for a term, a member may withdraw without the consent of the other members prior to the expiration of the term, provided he has just cause arising out of the failure of another member to perform an obligation. B. A member of a limited liability company not entered into for a term may withdraw or resign from a limited liability company at the time or upon the happening of an event specified in a written operating agreement and in accordance with the written operating agreement. If a written operating agreement does not specify the time or the events upon the happening of which a member may withdraw or resign, a member of a limited liability company not entered into for a term may resign or withdraw upon not less than thirty days prior written notice to the limited liability company at its registered office as filed of record with the secretary of state and to each member and manager at each member's and manager's address as set forth on the records of the limited liability company. C. Except as otherwise provided in this Chapter, on withdrawal or resignation, a withdrawing or resigning member is entitled to receive such distribution, if any, to which the member is entitled under a written operating agreement and, if not otherwise provided in a written operating agreement, within a reasonable time after withdrawal or resignation, the fair market value of the member's interest as of the date of the member's withdrawal or resignation. Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1993, No. 475, §4, eff. June 9, 1993; Acts 1995, No. 847, §3, eff. June 27, 1995.
LA Rev Stat § 12:1326 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1326. Distribution in kind

RS 1326 - Distribution in kind  Except as provided in a written operating agreement, a member, regardless of the nature of the member's contribution, shall have no right to demand and receive any distribution from a limited liability company in any form other than cash. No member shall be compelled to accept from a limited liability company a distribution of any asset in kind to the extent that the percentage of the asset distributed to the member exceeds the percentage in which the member shares in distributions from the limited liability company.  Acts 1992, No. 780, §2, eff. July 7, 1992.
LA Rev Stat § 12:1328 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1328. Liability upon wrongful distribution

RS 1328 - Liability upon wrongful distribution  A. Each member, if management is reserved to the members, or manager, if management is vested in one or more managers pursuant to R.S. 12:1312, who knowingly, or without the exercise of reasonable care and inquiry, votes for or assents to a distribution in violation of the articles of organization, an operating agreement, or R.S. 12:1327 shall be jointly and severally liable to the limited liability company for the amount of the distribution that exceeds the amount that could have been distributed without violating R.S. 12:1327, the articles of organization, or an operating agreement. Each member shall be liable to the limited liability company for the amount which the member received in violation of this Section.  B. Each member or manager liable under Subsection A of this Section for an unlawful distribution shall be entitled to a contribution from each other member or manager who could be held liable under such Subsection.  C. An action to enforce liability under this Section must be brought within two years from the date of which the effect of the distribution is measured under R.S. 12:1327, except that a member or manager held liable under Subsection A of this Section solely because of having voted for or assented to an unlawful distribution may bring an action to enforce his right of contribution under this Section within two years from the date of payment by the member or manager on account of such liability. These time limits shall not be subject to suspension on any ground, nor to interruption except by timely suit.  Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1993, No. 475, §4, eff. June 9, 1993.
LA Rev Stat § 12:1329 (2021)
2021 Louisiana Laws|Revised Statutes|Title 12 - Corporations and Associations|§1329. Nature of membership interest

RS 1329 - Nature of membership interest  A membership interest shall be an incorporeal movable. A member shall have no interest in limited liability company property.  Acts 1992, No. 780, §2, eff. July 7, 1992.