reglab/housing_qa huggingface dataset:
6 DE Code § 18-806. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 18. Limited Liability Company Act|Subchapter VIII. Dissolution|§ 18-806. Revocation of dissolution.

§ 18-806. Revocation of dissolution. If a limited liability company agreement provides the manner in which a dissolution may be revoked, it may be revoked in that manner and, unless a limited liability company agreement prohibits revocation of dissolution, then notwithstanding the occurrence of an event set forth in § 18-801(a)(1), (2), (3) or (4) of this title, the limited liability company shall not be dissolved and its affairs shall not be wound up if, prior to the filing of a certificate of cancellation in the office of the Secretary of State, the limited liability company is continued, effective as of the occurrence of such event:  (1) In the case of dissolution effected by the vote or consent of the members or other persons, pursuant to such vote or consent (and the approval of any members or other persons whose approval is required under the limited liability company agreement to revoke a dissolution contemplated by this paragraph); (2) In the case of dissolution under § 18-801(a)(1) or (2) of this title (other than a dissolution effected by the vote or consent of the members or other persons or the occurrence of an event that causes the last remaining member to cease to be a member), pursuant to such vote or consent that, pursuant to the terms of the limited liability company agreement, is required to amend the provision of the limited liability company agreement effecting such dissolution (and the approval of any members or other persons whose approval is required under the limited liability company agreement to revoke a dissolution contemplated by this paragraph); and (3) In the case of dissolution effected by the occurrence of an event that causes the last remaining member to cease to be a member, pursuant to the vote or consent of the personal representative of the last remaining member of the limited liability company or the assignee of all of the limited liability company interests in the limited liability company (and the approval of any other persons whose approval is required under the limited liability company agreement to revoke a dissolution contemplated by this paragraph). If there is no remaining member of the limited liability company and the personal representative of the last remaining member or the assignee of all of the limited liability company interests in the limited liability company votes in favor of or consents to the continuation of the limited liability company, such personal representative or such assignee, as applicable, shall be required to agree to the admission of a nominee or designee as a member, effective as of the occurrence of the event that terminated the continued membership of the last remaining member. The provisions of this section shall not be construed to limit the accomplishment of a revocation of dissolution by other means permitted by law. 75 Del. Laws, c. 51, §  16;  79 Del. Laws, c. 302, §  5;  80 Del. Laws, c. 271, § 10;
6 DE Code § 18-901. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 18. Limited Liability Company Act|Subchapter IX. Foreign Limited Liability Companies|§ 18-901. Law governing.

§ 18-901. Law governing. (a) Subject to the Constitution of the State of Delaware:  (1) The laws of the state, territory, possession, or other jurisdiction or country under which a foreign limited liability company is organized govern its organization and internal affairs and the liability of its members and managers; and (2) A foreign limited liability company may not be denied registration by reason of any difference between those laws and the laws of the State of Delaware. (b) A foreign limited liability company shall be subject to § 18-106 of this title. 68 Del. Laws, c. 434, §  1;
6 DE Code § 18-902. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 18. Limited Liability Company Act|Subchapter IX. Foreign Limited Liability Companies|§ 18-902. Registration required; application.

§ 18-902. Registration required; application. Before doing business in the State of Delaware, a foreign limited liability company shall register with the Secretary of State. In order to register, a foreign limited liability company shall submit to the Secretary of State:  (1) A copy executed by an authorized person of an application for registration as a foreign limited liability company, setting forth:  a. The name of the foreign limited liability company and, if different, the name under which it proposes to register and do business in the State of Delaware; b. The state, territory, possession or other jurisdiction or country where formed, the date of its formation and a statement from an authorized person that, as of the date of filing, the foreign limited liability company validly exists as a limited liability company under the laws of the jurisdiction of its formation; c. The nature of the business or purposes to be conducted or promoted in the State of Delaware; d. The address of the registered office and the name and address of the registered agent for service of process required to be maintained by § 18-904(b) of this title; e. A statement that the Secretary of State is appointed the agent of the foreign limited liability company for service of process under the circumstances set forth in § 18-910(b) of this title; and f. The date on which the foreign limited liability company first did, or intends to do, business in the State of Delaware. (2) A certificate, as of a date not earlier than 6 months prior to the filing date, issued by an authorized officer of the jurisdiction of its formation evidencing its existence. If such certificate is in a foreign language, a translation thereof, under oath of the translator, shall be attached thereto. (3) A fee as set forth in § 18-1105(a)(6) of this title shall be paid.68 Del. Laws, c. 434, §  1;  75 Del. Laws, c. 51, §  17;  77 Del. Laws, c. 287, §  25;
6 DE Code § 18-903. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 18. Limited Liability Company Act|Subchapter IX. Foreign Limited Liability Companies|§ 18-903. Issuance of registration.

§ 18-903. Issuance of registration. (a) If the Secretary of State finds that an application for registration conforms to law and all requisite fees have been paid, the Secretary shall:  (1) Certify that the application has been filed by endorsing upon the original application the word “Filed”, and the date and hour of the filing. This endorsement is conclusive of the date and time of its filing in the absence of actual fraud; (2) File and index the endorsed application. (b) The Secretary of State shall prepare and return to the person who filed the application or the person's representative a copy of the original signed application, similarly endorsed, and shall certify such copy as a true copy of the original signed application. (c) The filing of the application with the Secretary of State shall make it unnecessary to file any other documents under Chapter 31 of this title. 68 Del. Laws, c. 434, §  1;  69 Del. Laws, c. 260, §  34;  70 Del. Laws, c. 186, §  1;
6 DE Code § 18-905. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 18. Limited Liability Company Act|Subchapter IX. Foreign Limited Liability Companies|§ 18-905. Amendments to application.

§ 18-905. Amendments to application. If any statement in the application for registration of a foreign limited liability company was false when made or any arrangements or other facts described have changed, making the application false in any respect, the foreign limited liability company shall promptly file in the office of the Secretary of State a certificate, executed by an authorized person, correcting such statement, together with a fee as set forth in § 18-1105(a)(6) of this title. 68 Del. Laws, c. 434, §  1;
6 DE Code § 18-906. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 18. Limited Liability Company Act|Subchapter IX. Foreign Limited Liability Companies|§ 18-906. Cancellation of registration.

§ 18-906. Cancellation of registration. A foreign limited liability company may cancel its registration by filing with the Secretary of State a certificate of cancellation, executed by an authorized person, together with a fee as set forth in § 18-1105(a)(6) of this title. The registration of a foreign limited liability company shall be canceled as provided in §§ 18-104(i)(4), 18-904(e) and 18-1107(h) of this title. A cancellation does not terminate the authority of the Secretary of State to accept service of process on the foreign limited liability company with respect to causes of action arising out of the doing of business in the State of Delaware. 68 Del. Laws, c. 434, §  1;  75 Del. Laws, c. 317, §  35;  76 Del. Laws, c. 105, §  34;
6 DE Code § 18-907. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 18. Limited Liability Company Act|Subchapter IX. Foreign Limited Liability Companies|§ 18-907. Doing business without registration.

§ 18-907. Doing business without registration. (a) A foreign limited liability company doing business in the State of Delaware may not maintain any action, suit or proceeding in the State of Delaware until it has registered in the State of Delaware, and has paid to the State of Delaware all fees and penalties for the years or parts thereof, during which it did business in the State of Delaware without having registered. (b) The failure of a foreign limited liability company to register in the State of Delaware does not impair:  (1) The validity of any contract or act of the foreign limited liability company; (2) The right of any other party to the contract to maintain any action, suit or proceeding on the contract; or (3) Prevent the foreign limited liability company from defending any action, suit or proceeding in any court of the State of Delaware. (c) A member or a manager of a foreign limited liability company is not liable for the obligations of the foreign limited liability company solely by reason of the limited liability company's having done business in the State of Delaware without registration. (d) Any foreign limited liability company doing business in the State of Delaware without first having registered shall be fined and shall pay to the Secretary of State $200 for each year or part thereof during which the foreign limited liability company failed to register in the State of Delaware. 68 Del. Laws, c. 434, §  1;
6 DE Code § 18-908. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 18. Limited Liability Company Act|Subchapter IX. Foreign Limited Liability Companies|§ 18-908. Foreign limited liability companies doing business without having qualified; injunctions.

§ 18-908. Foreign limited liability companies doing business without having qualified; injunctions. The Court of Chancery shall have jurisdiction to enjoin any foreign limited liability company, or any agent thereof, from doing any business in the State of Delaware if such foreign limited liability company has failed to register under this subchapter or if such foreign limited liability company has secured a certificate of the Secretary of State under § 18-903 of this title on the basis of false or misleading representations. Upon the motion of the Attorney General or upon the relation of proper parties, the Attorney General shall proceed for this purpose by complaint in any county in which such foreign limited liability company is doing or has done business. 68 Del. Laws, c. 434, §  1;  70 Del. Laws, c. 186, §  1;
6 DE Code § 18-909. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 18. Limited Liability Company Act|Subchapter IX. Foreign Limited Liability Companies|§ 18-909. Execution; liability.

§ 18-909. Execution; liability. Section 18-204(d) of this title shall be applicable to foreign limited liability companies as if they were domestic limited liability companies. 68 Del. Laws, c. 434, §  1;  77 Del. Laws, c. 287, §  5;
6 DE Code § 18-912. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 18. Limited Liability Company Act|Subchapter IX. Foreign Limited Liability Companies|§ 18-912. Activities not constituting doing business.

§ 18-912. Activities not constituting doing business. (a) Activities of a foreign limited liability company in the State of Delaware that do not constitute doing business for the purpose of this subchapter include:  (1) Maintaining, defending or settling an action or proceeding; (2) Holding meetings of its members or managers or carrying on any other activity concerning its internal affairs; (3) Maintaining bank accounts; (4) Maintaining offices or agencies for the transfer, exchange or registration of the limited liability company's own securities or maintaining trustees or depositories with respect to those securities; (5) Selling through independent contractors; (6) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside the State of Delaware before they become contracts; (7) Selling, by contract consummated outside the State of Delaware, and agreeing, by the contract, to deliver into the State of Delaware, machinery, plants or equipment, the construction, erection or installation of which within the State of Delaware requires the supervision of technical engineers or skilled employees performing services not generally available, and as part of the contract of sale agreeing to furnish such services, and such services only, to the vendee at the time of construction, erection or installation; (8) Creating, as borrower or lender, or acquiring indebtedness with or without a mortgage or other security interest in property; (9) Collecting debts or foreclosing mortgages or other security interests in property securing the debts, and holding, protecting and maintaining property so acquired; (10) Conducting an isolated transaction that is not 1 in the course of similar transactions; (11) Doing business in interstate commerce; and (12) Doing business in the State of Delaware as an insurance company. (b) A person shall not be deemed to be doing business in the State of Delaware solely by reason of being a member or manager of a domestic limited liability company or a foreign limited liability company. (c) This section does not apply in determining whether a foreign limited liability company is subject to service of process, taxation or regulation under any other law of the State of Delaware. 75 Del. Laws, c. 51, §  18;
6 DE Code § 18-1001. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 18. Limited Liability Company Act|Subchapter X. Derivative Actions|§ 18-1001. Right to bring action.

§ 18-1001. Right to bring action. A member or an assignee of a limited liability company interest may bring an action in the Court of Chancery in the right of a limited liability company to recover a judgment in its favor if managers or members with authority to do so have refused to bring the action or if an effort to cause those managers or members to bring the action is not likely to succeed. 68 Del. Laws, c. 434, §  1;  71 Del. Laws, c. 341, §  16;
6 DE Code § 18-1002. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 18. Limited Liability Company Act|Subchapter X. Derivative Actions|§ 18-1002. Proper plaintiff.

§ 18-1002. Proper plaintiff. In a derivative action, the plaintiff must be a member or an assignee of a limited liability company interest at the time of bringing the action and:  (1) At the time of the transaction of which the plaintiff complains; or (2) The plaintiff's status as a member or an assignee of a limited liability company interest had devolved upon the plaintiff by operation of law or pursuant to the terms of a limited liability company agreement from a person who was a member or an assignee of a limited liability company interest at the time of the transaction.68 Del. Laws, c. 434, §  1;  70 Del. Laws, c. 186, §  1;  71 Del. Laws, c. 341, §  17;
6 DE Code § 18-1003. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 18. Limited Liability Company Act|Subchapter X. Derivative Actions|§ 18-1003. Complaint.

§ 18-1003. Complaint. In a derivative action, the complaint shall set forth with particularity the effort, if any, of the plaintiff to secure initiation of the action by a manager or member or the reasons for not making the effort. 68 Del. Laws, c. 434, §  1;
6 DE Code § 18-1004. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 18. Limited Liability Company Act|Subchapter X. Derivative Actions|§ 18-1004. Expenses.

§ 18-1004. Expenses. If a derivative action is successful, in whole or in part, as a result of a judgment, compromise or settlement of any such action, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, from any recovery in any such action or from a limited liability company. 68 Del. Laws, c. 434, §  1;
6 DE Code § 18-1102. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 18. Limited Liability Company Act|Subchapter XI. Miscellaneous|§ 18-1102. Short title.

§ 18-1102. Short title. This chapter may be cited as the “Delaware Limited Liability Company Act.” 68 Del. Laws, c. 434, §  1;
6 DE Code § 18-1103. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 18. Limited Liability Company Act|Subchapter XI. Miscellaneous|§ 18-1103. Severability.

§ 18-1103. Severability. If any provision of this chapter or its application to any person or circumstances is held invalid, the invalidity does not affect other provisions or applications of the chapter which can be given effect without the invalid provision or application, and to this end, the provisions of this chapter are severable. 68 Del. Laws, c. 434, §  1;
6 DE Code § 18-1104. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 18. Limited Liability Company Act|Subchapter XI. Miscellaneous|§ 18-1104. Cases not provided for in this chapter.

§ 18-1104. Cases not provided for in this chapter. In any case not provided for in this chapter, the rules of law and equity, including the rules of law and equity relating to fiduciary duties and the law merchant, shall govern. 68 Del. Laws, c. 434, §  1;  79 Del. Laws, c. 74, §  8;
6 DE Code § 18-1108. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 18. Limited Liability Company Act|Subchapter XI. Miscellaneous|§ 18-1108. Cancellation of certificate of formation or certificate of registered series for failure to pay taxes.

§ 18-1108. Cancellation of certificate of formation or certificate of registered series for failure to pay taxes. (a) The certificate of formation of a domestic limited liability company shall be canceled if the annual tax due under § 18-1107 of this title for the domestic limited liability company is not paid for a period of 3 years from the date it is due, such cancellation to be effective on the third anniversary of such due date. (b) The certificate of registered series shall be canceled if the annual tax due under § 18-1107 of this title is not paid for a period of 3 years from the date it is due, such cancellation to be effective on the third anniversary of such due date. (c) A list of those domestic limited liability companies and registered series whose certificates of formation or certificates of registered series were canceled on June 1 of such calendar year pursuant to § 18-1108(a) or § 18-1108(b) of this title shall be filed in the office of the Secretary of State. On or before October 31 of each calendar year, the Secretary of State shall publish such list on the Internet or on a similar medium for a period of 1 week and shall advertise the website or other address where such list can be accessed in at least 1 newspaper of general circulation in the State of Delaware. 70 Del. Laws, c. 75, §  29;  73 Del. Laws, c. 295, §  11;  76 Del. Laws, c. 105, §  36;  81 Del. Laws, c. 357, § 31;
6 DE Code § 18-1201. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Chapter 18. Limited Liability Company Act|Subchapter XII. Statutory Public Benefit Limited Liability Companies|§ 18-1201. Law applicable to statutory public benefit limited liability companies; how formed.

§ 18-1201. Law applicable to statutory public benefit limited liability companies; how formed. This subchapter applies to all statutory public benefit limited liability companies, as defined in § 18-1202(a) of this title. If a limited liability company is formed as or elects to become a statutory public benefit limited liability company in the manner prescribed in this section, it shall be subject in all respects to the provisions of this chapter, except to the extent this subchapter imposes additional or different requirements, in which case such additional or different requirements shall apply, and notwithstanding § 18-1101 of this title or any other provision of this title, such additional or different requirements imposed by this subchapter may not be altered in the limited liability company agreement. If a limited liability company is not formed as a statutory public benefit limited liability company, it may become a statutory public benefit limited liability company in the manner specified in its limited liability company agreement or by amending its limited liability company agreement and certificate of formation to comply with the requirements of this subchapter. 81 Del. Laws, c. 357, § 34;  83 Del. Laws, c. 61, § 5;