reglab/housing_qa huggingface dataset:
AL Code § 10A-5A-4.04 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5A - Alabama Limited Liability Company Law of 2014.|Article 4 - Relations of Members to Each Other and to the Limited Liability Company.|Section 10A-5A-4.04 - Liability for Contribution.

Section 10A-5A-4.04 Liability for contribution.  (a) A member's obligation to make a contribution to a limited liability company, or a series thereof, is not excused by the member's death, disability, or other inability to perform personally. If a member does not make a contribution required by an enforceable promise, the member or the member's estate is obligated, at the election of the limited liability company, or series thereof, to contribute money equal to the value of the portion of the contribution that has not been made. The foregoing election shall be in addition to, and not in lieu of, any other rights, including the right to specific performance, that the limited liability company, or series thereof, may have under the limited liability company agreement or applicable law. (b)(1) The obligation of a member to make a contribution to a limited liability company may be compromised only by consent of all the members. A conditional obligation of a member to make a contribution to a limited liability company may not be enforced unless the conditions of the obligation have been satisfied or waived as to or by that member. Conditional obligations include contributions payable upon a discretionary call of a limited liability company before the time the call occurs. (2) The obligation of a member associated with a series to make a contribution to the series may be compromised only by consent of all the members associated with that series. A conditional obligation of a member to make a contribution to a series may not be enforced unless the conditions of the obligation have been satisfied or waived as to or by that member. Conditional obligations include contributions payable upon a discretionary call of that series before the time the call occurs. (3) Subsection (b)(1) shall not apply to a member's obligation to make a contribution to a series of a limited liability company. (c) A promise by a member to make a contribution to a limited liability company, or a series thereof, is not enforceable unless set forth in a writing signed by the member. (Act 2014-144, p. 265, §1.)
AL Code § 10A-5A-4.05 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5A - Alabama Limited Liability Company Law of 2014.|Article 4 - Relations of Members to Each Other and to the Limited Liability Company.|Section 10A-5A-4.05 - Sharing of and Right to Distributions Before Dissolution.

Section 10A-5A-4.05Sharing of and right to distributions before dissolution. (a) (1) All members shall share equally in any distributions made by a limited liability company before its dissolution and winding up. (2) A member has a right to a distribution before the dissolution and winding up of a limited liability company as provided in the limited liability company agreement. A decision to make a distribution before the dissolution and winding up of the limited liability company is a decision in the ordinary course of activities and affairs of the limited liability company. A member's dissociation does not entitle the dissociated member to a distribution. (3) A member does not have a right to demand and receive a distribution from a limited liability company in any form other than money. Except as otherwise provided in Section 10A-5A-7.06(c), a limited liability company may distribute an asset in kind if each member receives a percentage of the asset in proportion to the member's share of distributions. (4) If a member becomes entitled to receive a distribution, the member has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution. (b)(1) All members associated with a series shall share equally in any distributions made by the series before its dissolution and winding up. (2) A member associated with a series has a right to a distribution before the dissolution and winding up of the series as provided in the limited liability company agreement. A decision of the series to make a distribution before the dissolution and winding up of the series is a decision in the ordinary course of activities and affairs of the series. A member's dissociation from a series with which the member is associated does not entitle the dissociated member to a distribution from the series. (3) A member associated with a series does not have a right to demand and receive a distribution from the series in any form other than money. Except as otherwise provided in Section 10A-5A-11.14(c), a series may distribute an asset in kind if each member associated with the series receives a percentage of the asset in proportion to the member's share of distributions from the series. (4) If a member associated with a series becomes entitled to receive a distribution from the series, the member has the status of, and is entitled to all remedies available to, a creditor of the series with respect to the distribution. (c) Subsection (a) shall not apply to a distribution made by a series. (Act 2014-144, p. 265, §1.)
AL Code § 10A-5A-4.10 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5A - Alabama Limited Liability Company Law of 2014.|Article 4 - Relations of Members to Each Other and to the Limited Liability Company.|Section 10A-5A-4.10 - Indemnification, Advancement, Reimbursement, and Insurance.

Section 10A-5A-4.10Indemnification, advancement, reimbursement, and insurance. A limited liability company, or a series thereof, may indemnify and hold harmless a member or other person, pay in advance or reimburse expenses incurred by a member or other person, and purchase and maintain insurance on behalf of a member or other person. (Act 2014-144, p. 265, §1.)
AL Code § 10A-5A-4.11 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5A - Alabama Limited Liability Company Law of 2014.|Article 4 - Relations of Members to Each Other and to the Limited Liability Company.|Section 10A-5A-4.11 - Reliance on Reports and Information.

Section 10A-5A-4.11Reliance on reports and information.  A member of a limited liability company shall be fully protected in relying in good faith upon the records of the limited liability company and upon information, opinions, reports, or statements presented by another member or agent of the limited liability company, or by any other person as to matters the member reasonably believes are within that other person's professional or expert competence, including information, opinions, reports, or statements as to the value and amount of the assets, liabilities, profits, or losses of the limited liability company or a series thereof, or the value and amount of assets or reserves or contracts, agreements, or other undertakings that would be sufficient to pay claims and obligations of the limited liability company, or series thereof, or to make reasonable provision to pay those claims and obligations, or any other facts pertinent to the existence and amount of assets from which distributions to members or creditors might properly be paid. (Act 2014-144, p. 265, §1.)
AL Code § 10A-5A-5.01 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5A - Alabama Limited Liability Company Law of 2014.|Article 5 - Transferable Interests and Rights of Transferees and Creditors.|Section 10A-5A-5.01 - Member's Transferable Interest.

Section 10A-5A-5.01Member's transferable interest.  The only interest of a member that is transferable is the member's transferable interest. A transferable interest is personal property. (Act 2014-144, p. 265, §1.)
AL Code § 10A-5A-5.02 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5A - Alabama Limited Liability Company Law of 2014.|Article 5 - Transferable Interests and Rights of Transferees and Creditors.|Section 10A-5A-5.02 - Transfer of Transferable Interest.

Section 10A-5A-5.02Transfer of transferable interest.  (a) A transfer, in whole or in part, of a transferable interest: (1) is permissible; (2)(A) does not by itself cause a member to cease to be a member of the limited liability company; and (B) does not by itself cause a member to cease to be associated with a series of the limited liability company;  (3) does not by itself cause a dissolution and winding up of the limited liability company, or a series thereof; and (4) subject to Section 10A-5A-5.04, does not entitle the transferee to: (A) participate in the direction or oversight of the activities and affairs of the limited liability company, or a series thereof; or (B) have access to records or other information concerning the activities and affairs of the limited liability company, or a series thereof. (b) A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.  (c) A transferable interest may be evidenced by a certificate of transferable interest issued by the limited liability company, or a series thereof. A limited liability company agreement may provide for the transfer of the transferable interest represented by the certificate and make other provisions with respect to the certificate. No certificate of transferable interest shall be issued in bearer form. (d) A limited liability company, or a series thereof, need not give effect to a transferee's rights under this section until the limited liability company, or a series thereof, has notice of the transfer. (e) Except as otherwise provided in Sections 10A-5A-6.02(d)(2), 10A-5A-6.02(k), and 10A-5A-6.02(l) when a member transfers a transferable interest, the transferor retains the rights of a member other than the right to distributions transferred and retains all duties and obligations of a member. (f) When a member transfers a transferable interest to a person that is admitted as a member with respect to the transferred interest, the transferee is liable for the member's obligations under Sections 10A-5A-4.04, 10A-5A-4.06(a)(2), and 10A-5A-4.06(b)(2) to the extent that the obligations are known to the transferee when the transferee voluntarily accepts admission as a member. (Act 2014-144, p. 265, §1.)
AL Code § 10A-5A-5.04 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5A - Alabama Limited Liability Company Law of 2014.|Article 5 - Transferable Interests and Rights of Transferees and Creditors.|Section 10A-5A-5.04 - Power of Personal Representative of Deceased Member.

Section 10A-5A-5.04Power of personal representative of deceased member. If a member dies, the deceased member's personal representative or other legal representative may: (a) for the period of time that the deceased member's personal representative or other legal representative holds the deceased member's transferable interest: (1) exercise the rights of a holder of transferable interests under this chapter; (2) exercise the rights of a transferee under Section 10A-5A-5.02; and (3) for purposes of settling the estate, exercise the rights of a current member under Section 10A-5A-4.09; and (b) for the period of time that the deceased member's personal representative or other legal representative does not hold the deceased member's transferable interest, for purposes of settling the estate, exercise the rights of a dissociated member under Section 10A-9A-4.09. (Act 2014-144, p. 265, §1; Act 2016-379, §4.)
AL Code § 10A-5A-6.01 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5A - Alabama Limited Liability Company Law of 2014.|Article 6 - Member's Dissociation.|Section 10A-5A-6.01 - Member's Power to Dissociate; Wrongful Dissociation.

Section 10A-5A-6.01Member's power to dissociate; wrongful dissociation.  (a) A person has the power to dissociate as a member. (b) A person's dissociation from a limited liability company is wrongful only if: (1) it is in breach of an express provision of the limited liability company agreement;  (2) the person is expelled as a member by judicial determination under Section 10A-5A-6.02(e); or (3) the person is dissociated by becoming a debtor in bankruptcy or making a general assignment for the benefit of creditors.  (c) A person that wrongfully dissociates as a member is liable to the limited liability company and, subject to Section 10A-5A-9.01, to the other members for damages caused by the dissociation. The liability is in addition to any other debt, obligation, or liability of the member to the limited liability company or the other members. (Act 2014-144, p. 265, §1.)
AL Code § 10A-5A-6.03 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5A - Alabama Limited Liability Company Law of 2014.|Article 6 - Member's Dissociation.|Section 10A-5A-6.03 - Effect of Person's Dissociation as a Member.

Section 10A-5A-6.03Effect of person's dissociation as a member.  (a) A person who has dissociated as a member shall have no right to participate in the direction and oversight of the activities and affairs of the limited liability company and is entitled only to receive the distributions to which that member would have been entitled if the member had not dissociated. (b) A person's dissociation as a member does not of itself discharge the person from any duty, debt, obligation, or liability to a limited liability company or the other members that the person incurred while a member. (Act 2014-144, p. 265, §1.)
AL Code § 10A-5A-7.01 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5A - Alabama Limited Liability Company Law of 2014.|Article 7 - Dissolution, Winding Up, and Reinstatement.|Section 10A-5A-7.01 - Events of Dissolution.

Section 10A-5A-7.01Events of dissolution. A limited liability company is dissolved and its affairs shall be wound up upon the occurrence of the first of the following events: (a) An event or circumstance that the limited liability company agreement states causes dissolution.  (b) Consent of all members to dissolve. (c) When there is no remaining member, unless either of the following applies: (1) The holders of all the transferable interests in the limited liability company agree in writing, within 90 days after the dissociation of the last member, to continue the activities and affairs of the limited liability company and to appoint one or more new members. (2) The activities and affairs of the limited liability company are continued and one or more new members are appointed in the manner stated in the limited liability company agreement. (d) On application by a member, the entry of an order dissolving the limited liability company on the grounds that it is not reasonably practicable to carry on the limited liability company's activities and affairs in conformity with the limited liability company agreement, which order is entered by the designated court, and if none, the circuit court for the county in which the limited liability company's principal office within this state is located, and if the limited liability company does not have a principal office within this state then by the circuit court for the county in which the limited liability company's most recent registered office is located. (Act 2014-144, p. 265, §1; Act 2016-379, p. 934, §4; Act 2020-73, §10.)
AL Code § 10A-5A-7.02 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5A - Alabama Limited Liability Company Law of 2014.|Article 7 - Dissolution, Winding Up, and Reinstatement.|Section 10A-5A-7.02 - Effect of Dissolution.

Section 10A-5A-7.02Effect of dissolution. THIS SECTION WAS AMENDED BY ACT 2021-299 IN THE 2021 REGULAR SESSION, EFFECTIVE JANUARY 1, 2022. TO SEE THE AMENDED VERSION, SEE THE VERSION LABELED PENDING. Notwithstanding Section 10A-1-9.12:  (a) A dissolved limited liability company continues its existence as a limited liability company but may not carry on any activities and affairs except as is appropriate to wind up and liquidate its activities and affairs, including:  (1) collecting its assets;  (2) disposing of its properties that will not be distributed in kind to persons owning transferable interests;  (3) discharging or making provisions for discharging its liabilities;  (4) distributing its remaining property in accordance with Section 10A-5A-7.06; and  (5) doing every other act necessary to wind up and liquidate its activities and affairs. (b) In winding up its activities and affairs, a limited liability company may: (1) deliver for filing a statement of dissolution to the Secretary of State setting forth: (A) The name of the limited liability company. (B) The unique identifying number or other designation as assigned by the Secretary of State. (C) That the limited liability company has dissolved. (D) Any other information the limited liability company deems appropriate. (2) preserve the limited liability company's activities and affairs and property as a going concern for a reasonable time; (3) prosecute, defend, or settle actions or proceedings, whether civil, criminal, or administrative; (4) transfer the limited liability company's assets;  (5) resolve disputes by mediation or arbitration; and (6) merge or convert in accordance with Article 10 of this chapter or Article 8 of Chapter 1. (c) The dissolution of a limited liability company does not: (1) transfer title to the limited liability company's property; (2) prevent the commencement of a proceeding by or against the limited liability company in its limited liability company name; (3) terminate, abate, or suspend a proceeding pending by or against the limited liability company on the effective date of dissolution; (4) terminate the authority of its registered agent; or (5) abate, suspend, or otherwise alter the application of Section 10A-5A-3.01.  (d) A statement of dissolution shall be deemed to be a filing instrument under Chapter 1.  (Act 2014-144, p. 265, §1; Act 2016-379, p. 934, §4; Act 2018-125, §6; Act 2020-73, §10.)
AL Code § 10A-5A-7.03 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5A - Alabama Limited Liability Company Law of 2014.|Article 7 - Dissolution, Winding Up, and Reinstatement.|Section 10A-5A-7.03 - Right to Wind Up Activities and Affairs.

Section 10A-5A-7.03Right to wind up activities and affairs. (a) The person or persons designated in the limited liability company agreement to wind up the activities and affairs of the dissolved limited liability company shall wind up the activities and affairs of the limited liability company in accordance with Section 10A-5A-7.02. If no person or persons are designated in the limited liability company agreement to wind up the activities and affairs of the dissolved limited liability company, then the remaining members of the dissolved limited liability company shall wind up the activities and affairs of the limited liability company in accordance with Section 10A-5A-7.02. If no person or persons are designated in the limited liability company agreement to wind up the activities and affairs of the dissolved limited liability company and there are no remaining members of the dissolved limited liability company, then all of the holders of the transferable interests of the limited liability company, or their designee, shall wind up the activities and affairs of the limited liability company in accordance with Section 10A-5A-7.02.  (b) The designated court, and if none, the circuit court for the county in which the limited liability company's principal office within this state is located, and if the limited liability company does not have a principal office within this state then the circuit court for the county in which the limited liability company's most recent registered office is located, may order judicial supervision of the winding up of a dissolved limited liability company, including the appointment of a person to wind up the limited liability company's activities and affairs: (1) on application of a member, if the applicant establishes good cause; (2) on application of a transferee, if: (A) the limited liability company does not have any members; and (B) within a reasonable time following the dissolution, no person having the authority to wind up the activities and affairs of the limited liability company pursuant to subsection (a) is winding up the activities and affairs of the limited liability company; or (3) in connection with a proceeding under Section 10A-5A-7.01(d).  (Act 2014-144, p. 265, §1; Act 2020-73, §10.)
AL Code § 10A-5A-7.04 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 5A - Alabama Limited Liability Company Law of 2014.|Article 7 - Dissolution, Winding Up, and Reinstatement.|Section 10A-5A-7.04 - Known Claims Against Dissolved Limited Liability Company.

Section 10A-5A-7.04Known claims against dissolved limited liability company.  THIS SECTION WAS AMENDED BY ACT 2021-299 IN THE 2021 REGULAR SESSION, EFFECTIVE JANUARY 1, 2022. TO SEE THE AMENDED VERSION, SEE THE VERSION LABELED PENDING. Notwithstanding Sections 10A-1-9.01 and 10A-1-9.21: (a) A dissolved limited liability company may dispose of any known claims against it by following the procedures described in subsection (b) at any time after the effective date of the dissolution of the limited liability company. (b) A dissolved limited liability company may give notice of the dissolution in a record to the holder of any known claim. The notice must: (1) identify the dissolved limited liability company;  (2) describe the information required to be included in a claim; (3) provide a mailing address to which the claim is to be sent; (4) state the deadline, which may not be fewer than 120 days from the effective date of the notice, by which the dissolved limited liability company must receive the claim; and (5) state that if not sooner barred, the claim will be barred if not received by the deadline. (c) Unless sooner barred by any other statute limiting actions, a claim against a dissolved limited liability company is barred: (1) if a claimant who was given notice under subsection (b) does not deliver the claim to the dissolved limited liability company by the deadline; or (2) if a claimant whose claim was rejected by the dissolved limited liability company does not commence a proceeding to enforce the claim within 90 days from the effective date of the rejection notice. (d) For purposes of this section, known claim or claim includes unliquidated claims, but does not include a contingent liability that has not matured so that there is no immediate right to bring suit or a claim based on an event occurring after the effective date of dissolution.  (e) Nothing in this section shall be deemed to extend any otherwise applicable statute of limitations. (Act 2014-144, p. 265, §1.)