reglab/housing_qa huggingface dataset:
DC Code § 29-807.06 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 8 - Limited Liability Companies|Subchapter VII - Dissolution and Winding up|§ 29-807.06. Rescinding dissolution

(a) A limited liability company may rescind its dissolution unless a statement of termination applicable to the company becomes effective, the Superior Court has entered an order under § 29-807.01(a)(4) or (5) dissolving the company, or the Mayor has dissolved the company under § 29-106.02. (b) Rescinding dissolution under this section requires: (1) The consent of each member; (2) If a statement of dissolution applicable to the limited liability company has been filed by the Mayor but has not become effective, the delivery to the Mayor for filing of a statement of withdrawal under § 29-102.04 applicable to the statement of dissolution; and (3) If a statement of dissolution applicable to the limited liability company is effective, the delivery to the Mayor for filing of a statement of correction under § 29-102.05 stating that dissolution has been rescinded under this section. (c) If a limited liability company rescinds its dissolution: (1) The company resumes carrying on its activities and affairs as if dissolution never occurred; (2) Subject to paragraph (3) of this subsection, any liability incurred by the company after the dissolution but before the rescission is effective is determined as if the dissolution never occurred; and (3) The rights of a third party arising out of actions taken by the third party in reliance on the dissolution before the third party knew or had notice of the rescission may not be adversely affected.  (Mar. 5, 2013, D.C. Law 19-210, § 2(h)(8)(E), 59 DCR 13171.)  Section References This section is referenced in § 29-807.02. Editor's Notes Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
DC Code § 29-807.07 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 8 - Limited Liability Companies|Subchapter VII - Dissolution and Winding up|§ 29-807.07. Court proceedings

(a) A dissolved limited liability company that has published a notice under § 29-807.04 may file an application with the Superior Court, or, if the principal office is not located in the District, in an appropriate court where the company’s principal office is located, for a determination of the amount and form of security to be provided for payment of claims that are contingent, have not been made known to the company, or are based on an event occurring after the effective date of dissolution but which, based on the facts known to the dissolved company, are reasonably expected to arise after the effective date of dissolution. Security is not required for any claim that is or is reasonably anticipated to be barred under § 29-807.04(c). (b) Not later than 10 days after the filing of an application under subsection (a) of this section, the dissolved limited liability company shall give notice of the proceeding to each claimant holding a contingent claim known to the company. (c) In any proceeding under this section, the court may appoint a guardian ad litem to represent all claimants whose identities are unknown. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, must be paid by the dissolved limited liability company. (d) A dissolved limited liability company that provides security in the amount and form ordered by the court under subsection (a) of this subsection satisfies the company’s obligations with respect to claims that are contingent, have not been made known to the company, or are based on an event occurring after the effective date of dissolution. Such claims may not be enforced against a member or transferee that received assets in liquidation.  (Mar. 5, 2013, D.C. Law 19-210, § 2(h)(8)(E), 59 DCR 13171.)  Section References This section is referenced in § 29-804.05. Editor's Notes Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
DC Code § 29-808.01 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 8 - Limited Liability Companies|Subchapter VIII - Actions by Members|§ 29-808.01. Direct action by member

(a) Subject to subsection (b) of this section, a member may maintain a direct action in the Superior Court against another member, a manager, or the limited liability company to enforce the member’s rights and otherwise protect the member’s interests, including rights and interests under the operating agreement or this chapter or arising independently of the membership relationship. (b) A member maintaining a direct action under this section shall plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited liability company.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-804.09 and § 29-806.01. Editor's Notes Uniform Law: This section is based on § 901 of the Uniform Limited Company Act (2006 Act).
DC Code § 29-808.02 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 8 - Limited Liability Companies|Subchapter VIII - Actions by Members|§ 29-808.02. Derivative action

A member may maintain a derivative action in the Superior Court to enforce a right of a limited liability company if: (1) The member first makes a demand on the other members in a member-managed limited liability company, or the managers of a manager-managed limited liability company, requesting that they cause the company to bring an action to enforce the right, and the managers or other members do not bring the action within a reasonable time; or (2) A demand under paragraph (1) of this section would be futile.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-808.04 and § 29-808.06. Editor's Notes Uniform Law: This section is based on § 902 of the Uniform Limited Company Act (2006 Act).
DC Code § 29-808.03 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 8 - Limited Liability Companies|Subchapter VIII - Actions by Members|§ 29-808.03. Proper plaintiff

A derivative action to enforce a right of a limited liability company may be maintained only by a person that is a member at the time the action is commenced and: (1) Was a member when the conduct giving rise to the action occurred; or (2) Whose status as a member was derived, by operation of law or pursuant to the terms of the operating agreement, from a person that was a member at the time the conduct giving rise to the action occurred.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(h)(9)(A), 59 DCR 13171.)  Effect of Amendments The 2013 amendment by D.C. Law 19-210 rewrote the section. Editor's Notes Uniform Law: This section is based on § 903 of the Uniform Limited Company Act (2006 Act). Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
DC Code § 29-808.04 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 8 - Limited Liability Companies|Subchapter VIII - Actions by Members|§ 29-808.04. Pleading

In a derivative action under § 29-808.02, the complaint shall state with particularity: (1) The date and content of plaintiff’s demand and the response to the demand by the managers or other members; or (2) If a demand has not been made, the reasons a demand under § 29-808.02(1) would be futile.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Editor's Notes Uniform Law: This section is based on § 904 of the Uniform Limited Company Act (2006 Act).
DC Code § 29-808.06 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 8 - Limited Liability Companies|Subchapter VIII - Actions by Members|§ 29-808.06. Proceeds and expenses

(a) Except as otherwise provided in subsection (b) of this section: (1) Any proceeds or other benefits of a derivative action under § 29-808.02, whether by judgment, compromise, or settlement, belong to the limited liability company and not to the plaintiff; and (2) If the plaintiff receives any proceeds, the plaintiff shall remit them immediately to the company. (b) If a derivative action under § 29-808.02 is successful in whole or in part, the Superior Court may award the plaintiff reasonable expenses, including reasonable attorney’s fees and costs, from the recovery of the limited liability company. (c) A derivative action on behalf of a limited partnership may not be voluntarily dismissed or settled without the Superior Court’s approval.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(h)(9)(C), 59 DCR 13171.)  Effect of Amendments The 2013 amendment by D.C. Law 19-210 added (c). Editor's Notes Uniform Law: This section is based on § 906 of the Uniform Limited Company Act (2006 Act). Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
DC Code § 29-809.01 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 8 - Limited Liability Companies|Subchapter IX - Merger and Domestication|§ 29-809.01. Definitions

For the purposes of this subchapter, the term: (1) “Constituent company” means a limited liability company that is a party to a merger. (2) “Domesticated company” means the company that exists after a domesticating foreign limited liability company or limited liability company effects a domestication pursuant to §§ 29-809.06 through 29-809.09. (3) “Domesticating company” means the company that effects a domestication pursuant to §§ 29-809.06 through 29-809.09. (4) “Governing statute” means the statute that governs the internal affairs of a foreign limited liability company or limited liability company. (5) “Personal liability” means liability for a debt, obligation, or other liability of a foreign limited liability company or limited liability company which is imposed on a person that co-owns, has an interest in, or is a member of the company by the: (A) Governing statute solely by reason of the person co-owning, having an interest in, or being a member of the company; or (B) Company’s certificate or articles of organization and operating agreement, or comparable records as provided in its governing statute, under a provision of the governing statute authorizing those documents to make one or more specified persons liable for all or specified debts, obligations, or other liabilities of the company solely by reason of the person or persons co-owning, having an interest in, or being a member of the company. (6) “Surviving company” means a foreign limited liability company or limited liability company into which one or more other foreign limited liability companies or limited liability companies are merged whether the company preexisted the merger or was created by the merger.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Editor's Notes Uniform Law: This section is based on § 1001 of the Uniform Limited Company Act (2006 Act).
DC Code § 29-809.02 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 8 - Limited Liability Companies|Subchapter IX - Merger and Domestication|§ 29-809.02. Merger

(a) A limited liability company may merge with one or more other constituent companies pursuant to this section, §§ 29-809.03 through 29-809.05, and a plan of merger, if: (1) The governing statute of each of the other companies authorizes the merger; (2) The merger is not prohibited by the law of a jurisdiction that enacted any of the governing statutes; and (3) Each of the other companies complies with its governing statute in effecting the merger. (b) A plan of merger shall be in a record and shall include: (1) The name and form of each constituent company; (2) The name and form of the surviving company and, if the surviving company is to be created by the merger, a statement to that effect; (3) The terms and conditions of the merger, including the manner and basis for converting the interests in each constituent company into any combination of money, interests in the surviving company, and other consideration; (4) If the surviving company is to be created by the merger, the surviving company’s organizational documents that are proposed to be in a record; and (5) If the surviving company is not to be created by the merger, any amendments to be made by the merger to the surviving company’s certificate of organization and any amendments to its operating agreement that are, or are proposed to be, in a record. (c) A merger in which a limited liability company and another form of entity are parties shall be governed by Chapter 2 of this title.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Editor's Notes Uniform Law: This section is based on § 1002 of the Uniform Limited Company Act (2006 Act).
DC Code § 29-809.03 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 8 - Limited Liability Companies|Subchapter IX - Merger and Domestication|§ 29-809.03. Action on plan of merger by constituent company

(a) A plan of merger shall be consented to by all the members of a constituent company. (b) Subject to any contractual rights, after a merger is approved, and at any time before articles of merger are delivered to the Mayor for filing under § 29-809.04, a constituent company may amend the plan or abandon the merger: (1) As provided in the plan; or (2) Except as otherwise prohibited in the plan, with the same consent as was required to approve the plan.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-809.02. Editor's Notes Uniform Law: This section is based on § 1003 of the Uniform Limited Company Act (2006 Act).
DC Code § 29-809.04 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 8 - Limited Liability Companies|Subchapter IX - Merger and Domestication|§ 29-809.04. Filings required for merger; effective date

(a) After each constituent company has approved a merger, articles of merger shall be signed on behalf of each constituent company, as provided in § 29-802.03(a). (b) Articles of merger under this section shall include: (1) The name of each constituent company and the jurisdiction of its governing statute; (2) The name of the surviving company, the jurisdiction of its governing statute, and, if the surviving company is created by the merger, a statement to that effect; (3) The date the merger is effective under the governing statute of the surviving company; (4) If the surviving company is to be created by the merger, the company’s certificate of organization; (5) If the surviving company preexists the merger, any amendments provided for in the plan of merger for its certificate of organization; (6) A statement as to each constituent company that the merger was approved as required by the company’s governing statute; (7) If the surviving company is a foreign limited liability company not authorized to do business in the District, the street and mailing addresses of an office that the Mayor may use for the purposes of § 29-809.05(b); and (8) Any additional information required by the governing statute of any constituent company. (c) Each constituent company shall deliver the articles of merger for filing with the Mayor. (d) A merger shall be effective under this chapter upon the later of: (1) Compliance with subsection (c) of this section; or (2) Subject to § 29-802.05(c) and subchapter II of Chapter 2 of this title, as specified in the articles of merger.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-809.03. Editor's Notes Uniform Law: This section is based on § 1004 of the Uniform Limited Company Act (2006 Act).
DC Code § 29-809.05 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 8 - Limited Liability Companies|Subchapter IX - Merger and Domestication|§ 29-809.05. Effect of merger

(a) When a merger becomes effective: (1) The surviving company shall continue or come into existence; (2) Each constituent company that merges into the surviving company shall cease to exist as a separate entity; (3) All property owned by each constituent company that ceases to exist shall vest in the surviving company; (4) All debts, obligations, or other liabilities of each constituent company that ceases to exist shall continue as debts, obligations, or other liabilities of the surviving company; (5) An action or proceeding pending by or against any constituent company that ceases to exist may be continued as if the merger had not occurred; (6) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent company that ceases to exist shall vest in the surviving company; (7) Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect; and (8) Except as otherwise agreed, if a constituent company ceases to exist, the merger shall not dissolve the limited liability company for the purposes of subchapter VII of this chapter; (9) If the surviving company is created by the merger, the certificate of organization shall become effective; and (10) If the surviving company preexisted the merger, any amendments provided for in the articles of merger for its certificate or organization shall become effective. (b) A surviving company that is a foreign limited liability company consents to the jurisdiction of the Superior Court to enforce any debt, obligation, or other liability owed by a constituent company, if before the merger the constituent company was subject to suit in the District on the debt, obligation, or other liability. A surviving company that is a foreign limited liability company and not authorized to do business in the District may be served with process for the purposes of enforcing a debt, obligation, or other liability under this subsection in the same manner and with the same consequences as in § 29-104.12.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-809.04. Editor's Notes Uniform Law: This section is based on § 1005 of the Uniform Limited Company Act (2006 Act).
DC Code § 29-809.06 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 8 - Limited Liability Companies|Subchapter IX - Merger and Domestication|§ 29-809.06. Domestication

(a) A foreign limited liability company may become a limited liability company pursuant to this section, §§ 29-809.07 through 29-809.09, and a plan of domestication, if: (1) The foreign limited liability company’s governing statute authorizes the domestication; (2) The domestication is not prohibited by the law of the jurisdiction that enacted the governing statute; and (3) The foreign limited liability company complies with its governing statute in effecting the domestication. (b) A limited liability company may become a foreign limited liability company pursuant to this section, §§ 29-809.07 through 29-809.09, and a plan of domestication, if: (1) The foreign limited liability company’s governing statute authorizes the domestication; (2) The domestication is not prohibited by the law of the jurisdiction that enacted the governing statute; and (3) The foreign limited liability company complies with its governing statute in effecting the domestication. (c) A plan of domestication shall be in a record and shall include: (1) The name of the domesticating company before domestication and the jurisdiction of its governing statute; (2) The name of the domesticated company after domestication and the jurisdiction of its governing statute; (3) The terms and conditions of the domestication, including the manner and basis for converting interests in the domesticating company into any combination of money, interests in the domesticated company, and other consideration; and (4) The organizational documents of the domesticated company that are, or are proposed to be, in a record.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-809.01 and § 29-809.09. Editor's Notes Uniform Law: This section is based on § 1010 of the Uniform Limited Company Act (2006 Act).
DC Code § 29-809.07 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 8 - Limited Liability Companies|Subchapter IX - Merger and Domestication|§ 29-809.07. Action on plan of domestication by domesticating limited liability company

(a) A plan of domestication shall be consented to: (1) By all the members if the domesticating company is a limited liability company; and (2) As provided in the domesticating company’s governing statute, if the company is a foreign limited liability company. (b) Subject to any contractual rights, after a domestication is approved, and at any time before articles of domestication are delivered to the Mayor for filing under § 29-809.08, a domesticating limited liability company may amend the plan or abandon the domestication: (1) As provided in the plan; or (2) Except as otherwise prohibited in the plan, by the same consent as was required to approve the plan.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-809.06. Editor's Notes Uniform Law: This section is based on § 1011 of the Uniform Limited Company Act (2006 Act).
DC Code § 29-809.08 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 8 - Limited Liability Companies|Subchapter IX - Merger and Domestication|§ 29-809.08. Filings required for domestication; effective date

(a) After a plan of domestication is approved, a domesticating company shall deliver to the Mayor for filing articles of domestication, which shall include: (1) A statement, as the case may be, that the company has been domesticated from or into another jurisdiction; (2) The name of the domesticating company and the jurisdiction of its governing statute; (3) The name of the domesticated company and the jurisdiction of its governing statute; (4) The date the domestication is effective under the governing statute of the domesticated company; (5) If the domesticating company was a limited liability company, a statement that the domestication was approved as required by this chapter; (6) If the domesticating company was a foreign limited liability company, a statement that the domestication was approved as required by the governing statute of the other jurisdiction; and (7) If the domesticated company was a foreign limited liability company not authorized to do business in the District, the street and mailing addresses of an office that the Mayor may use for the purposes of § 29-809.09(b). (b) A domestication shall be effective: (1) When the certificate of organization takes effect, if the domesticated company is a limited liability company; and (2) According to the governing statute of the domesticated company, if the domesticated organization is a foreign limited liability company.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-809.07. Editor's Notes Uniform Law: This section is based on § 1012 of the Uniform Limited Company Act (2006 Act).