reglab/housing_qa huggingface dataset:
15 PA Cons Stat § 8878 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 88 - Limited Liability Companies|Section 8878 - Voluntary termination by members or organizers

§ 8878. Voluntary termination by members or organizers. (a) General rule.--The members or organizers of a limited liability company that has never transacted business or held assets other than money received as capital contributions may effect the termination of the company by delivering to the department for filing a certificate of termination signed by an organizer or a member and stating:  (1) the name of the company; (2) subject to section 109 (relating to name of commercial registered office provider in lieu of registered address), the address, including street and number, if any, of the registered office of the company;  (3) that the company has never transacted business or held assets other than money received as capital contributions;  (4) that the amounts, if any, actually paid in as capital contributions, less any part disbursed for necessary expenses, have been returned to those entitled to the return of the amounts;  (5) that all liabilities of the company have been discharged or that adequate provision has been made for those liabilities; and  (6) that a majority of the organizers or a majority in interest of the members elect that the company be terminated.  (b) Effect.--Upon the filing of the certificate of termination, the existence of the limited liability company shall cease.  (c) Cross references.--See:  Section 134 (relating to docketing statement). Section 135 (relating to requirements to be met by filed documents). Section 136(c) (relating to processing of documents by Department of State).   Cross References. Section 8878 is referred to in section 139 of this title.
15 PA Cons Stat § 8881 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 88 - Limited Liability Companies|Section 8881 - Direct action by member

§ 8881. Direct action by member. (a) General rule.--Subject to subsection (b), a member may maintain a direct action against another member, a manager or the limited liability company to enforce the member's rights and protect the member's interests, including rights and interests under the operating agreement or this title or arising independently of the membership relationship.  (b) Required injury.--A member maintaining a direct action under this section must 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.  (c) Cross reference.--See section 8815(c)(17) (relating to contents of operating agreement).    Cross References. Section 8881 is referred to in sections 8849.1, 8849.2, 8861, 8862 of this title.
15 PA Cons Stat § 8882 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 88 - Limited Liability Companies|Section 8882 - Derivative action

§ 8882. Derivative action. (a) General rule.--Subject to subsection (b), a member or manager may maintain a derivative action to enforce a right of a limited liability company only if:  (1) the plaintiff 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:  (i) if a special litigation committee is not appointed under section 8884 (relating to special litigation committee), the company does not bring the action within a reasonable time; or  (ii) if a special litigation committee is appointed under section 8884, a determination is made:  (A) under section 8884(e)(1) that the company not object to the action; or (B) under section 8884(e)(5)(i) that the plaintiff continue the action; (2) demand is excused under subsection (b); (3) the action is maintained for the limited purpose of seeking court review under section 8884(f); or  (4) the court has allowed the action to continue under the control of the plaintiff under section 8884(f)(3)(ii).  (b) Prior demand excused.-- (1) A demand under subsection (a)(1) is excused only if the plaintiff makes a specific showing that irreparable harm to the limited liability company would otherwise result.  (2) If demand is excused under paragraph (1), demand should be made promptly after commencement of the action.  (c) Contents of demand.--A demand under this section must be in record form and give notice with reasonable specificity of the essential facts relied upon to support each of the claims made in the demand.  (d) Additional claims.--If a derivative action is commenced after a demand has been made under this section and includes a claim that was not fairly subsumed under the demand, a new demand must be made with respect to that claim. The new demand shall not relate back to the date of the original demand for purposes of subsection (e).  (e) Statute of limitations.--The making of a demand tolls any applicable statute of limitations with respect to a claim asserted in the demand until the earlier of the date:  (1) the plaintiff making the demand is notified either: (i) that the managers or members have decided not to bring an action and not to appoint a special litigation committee; or  (ii) of a determination under section 8884(e) after the appointment of a special litigation committee under section 8884; or  (2) the plaintiff commences an action asserting the claim. (f) Cross reference.--See section 8815(c)(17) (relating to contents of operating agreement).
15 PA Cons Stat § 8883 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 88 - Limited Liability Companies|Section 8883 - Security for costs

§ 8883. Security for costs. In any action or proceeding instituted or maintained by members holding transferable interests entitled to receive less than 5% of any distribution by a limited liability company, unless the transferable interests held by the members have an aggregate fair market value in excess of $200,000, the company in whose right the action or proceeding is brought shall be entitled at any stage of the proceedings to require the plaintiffs to give security for the reasonable expenses, including attorney fees, that may be incurred by the company in connection therewith or for which it may become liable pursuant to section 8848(b) (relating to reimbursement, indemnification, advancement and insurance) to which security the company shall have recourse in such amount as the court determines upon the termination of the action or proceeding. The amount of security may, from time to time, be increased or decreased in the discretion of the court upon showing that the security provided has or may become inadequate or excessive. The security may be denied or limited by the court if the court finds after an evidentiary hearing that undue hardship on plaintiffs and serious injustice would result.
15 PA Cons Stat § 8885 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 88 - Limited Liability Companies|Section 8885 - Proceeds and expenses

§ 8885. Proceeds and expenses. (a) Proceeds.--Except as provided in subsection (b):  (1) any proceeds or other benefits of a derivative action, whether by judgment, compromise or settlement, belong to the limited liability company and not to the plaintiff; and  (2) if the plaintiff or its counsel receives any proceeds, the proceeds shall be remitted immediately to the company.  (b) Expenses.--If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney fees and costs, from the recovery of the limited liability company, but in no event shall the attorney fees awarded exceed a reasonable proportion of the value of the relief, including nonpecuniary relief, obtained by the plaintiff for the company.  (c) Cross reference.--See section 8815(c)(13) (relating to contents of operating agreement).
15 PA Cons Stat § 8891 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 88 - Limited Liability Companies|Section 8891 - Application and effect of subchapter

§ 8891. Application and effect of subchapter. (a) General rule.--This subchapter shall apply to all benefit companies.  (b) Limited application of subchapter.--The existence of a provision of this subchapter shall not of itself create any implication that a contrary or different rule of law is or would be applicable to a limited liability company that is not a benefit company. This subchapter shall not affect any statute or rule of law that is or would be applicable to a limited liability company that is not a benefit company.  (c) Laws applicable to benefit companies.--Except as otherwise provided in this subchapter, the provisions of Part I (relating to preliminary provisions) and this chapter shall apply generally to benefit companies. The provisions of this subchapter shall control over inconsistent provisions of this title.  (d) Organic rules may not be inconsistent.--See section 8815(c)(19) (relating to contents of operating agreement).
15 PA Cons Stat § 8893 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 88 - Limited Liability Companies|Section 8893 - Benefit company status

§ 8893. Benefit company status. (a) Formation of benefit company.--A benefit company shall be formed in accordance with section 8821 (relating to formation of limited liability company and certificate of organization) except that its certificate of organization shall also state that it is a benefit company.  (b) Election of benefit company status.--An existing limited liability company may elect to become a benefit company by amending its certificate of organization so that it contains, in addition to the requirements of section 8821, a statement that the company is a benefit company. The amendment shall not be effective unless it is adopted by at least the minimum status vote.  (c) Election of status in a fundamental transaction.--If an association that is not a benefit company is a party to a merger or division or is the exchanging association in an interest exchange, and the surviving, new or any resulting association in the merger, division or interest exchange is to be a benefit company, then the plan of merger, division or interest exchange shall not be effective unless it is adopted by the association by at least the minimum status vote.  (d) Termination of benefit company status.--A benefit company may terminate its status as a benefit company and cease to be subject to this subchapter by amending its certificate of organization to delete the provision required by subsection (a) or (b) to be stated in the certificate of organization of a benefit company. The amendment shall not be effective unless it is adopted by at least the minimum status vote.  (e) Termination of status in a fundamental transaction.--If a plan would have the effect of terminating the status of a limited liability company as a benefit company, the plan shall not be effective unless it is adopted by at least the minimum status vote. Any sale, lease, exchange or other disposition of all or substantially all of the assets of a benefit company, unless the transaction is in the usual and regular course of business, shall not be effective unless the transaction is approved by at least the minimum status vote.
15 PA Cons Stat § 8894 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 88 - Limited Liability Companies|Section 8894 - Purposes

§ 8894. Purposes. (a) General public benefit purpose.--A benefit company shall have a purpose of creating general public benefit. This purpose is in addition to its purpose under section 8818(b) (relating to characteristics of limited liability company).  (b) Optional specific public benefit purpose.--The certificate of organization of a benefit company may identify one or more specific public benefits that it is the purpose of the benefit company to create in addition to its purposes under subsection (a) and section 8818(b). The identification of a specific public benefit does not limit the obligation of a benefit company to create general public benefit.  (c) Effect of purposes.--The creation of general and specific public benefit as provided in subsections (a) and (b) is in the best interests of the benefit company.  (d) Amendment.--A benefit company may amend its certificate of organization to add, amend or delete the identification of a specific public benefit that it is the purpose of the benefit company to create. The amendment shall not be effective unless it is adopted by at least the minimum status vote.  (e) Professional companies.--A professional company that is a benefit company does not violate a restriction on its permissible purposes or activities by having the purpose to create general public benefit or a specific public benefit.
15 PA Cons Stat § 8895 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 88 - Limited Liability Companies|Section 8895 - Standard of conduct for members

§ 8895. Standard of conduct for members. (a) Consideration of interests.--The members of a member-managed limited liability company that is a benefit company, when discharging their duties under this title or under the operating agreement:  (1) shall consider the effects of any action upon: (i) the members of the benefit company; (ii) the employees and work force of the benefit company and its subsidiaries and suppliers; (iii) the interests of customers as beneficiaries of the general or specific public benefit purposes of the benefit company;  (iv) community and societal considerations, including those of any community in which offices or facilities of the benefit company or its subsidiaries or suppliers are located;  (v) the local and global environment; (vi) the short-term and long-term interests of the benefit company, including benefits that may accrue to the benefit company from its long-term plans and the possibility that these interests may be best served by the continued independence of the benefit company; and  (vii) the ability of the benefit company to accomplish its general public benefit purpose and any specific public benefit purpose; and  (2) may consider any other pertinent factors or the interests of any other group that they deem appropriate; but  (3) shall not be required to give priority to the interests of any person or group referred to in paragraph (1) or (2) over the interests of any other person or group unless the benefit company has stated in its certificate of organization its intention to give priority to certain interests related to its accomplishment of its general public benefit purpose or of a specific public benefit purpose identified in the certificate.  (b) Coordination with other provisions of law.--The consideration of interests and factors in the manner required under subsection (a) shall not constitute a violation of section 8849.1 (relating to standards of conduct for members).  (c) Exoneration from personal liability.-- (1) A member shall not be personally liable for monetary damages for any action taken as a member of a member-managed limited liability company in the course of performing the duties specified in subsection (a) unless the action constitutes self-dealing, willful misconduct or a knowing violation of law.  (2) A member shall not be personally liable for monetary damages for failure of the benefit company to pursue or create general public benefit or a specific public benefit.  (d) Limitation on standing.--A member of a member-managed limited liability company that is a benefit company does not have a duty to a person that is a beneficiary of the general public benefit purpose or a specific public benefit purpose of the benefit company arising from the status of the person as a beneficiary.    Cross References. Section 8895 is referred to in sections 8892, 8896 of this title.
15 PA Cons Stat § 8896 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 88 - Limited Liability Companies|Section 8896 - Standard of conduct for managers and officers

§ 8896. Standard of conduct for managers and officers. (a) Managers.--Each manager of a manager-managed limited liability company that is a benefit company shall consider the interests and factors described in section 8895(a) (relating to standard of conduct for members) when discharging his or her duties under this title and under the operating agreement.  (b) Officers.--If a benefit company has a person serving in the capacity of an officer, the person shall consider the interests and factors described in section 8895(a) when discharging the person's duties under this title and under the operating agreement if:  (1) the officer has discretion to act with respect to a matter; and (2) it reasonably appears to the officer that the matter may have a material effect on the creation by the benefit company of general public benefit or a specific public benefit identified in the certificate of organization of the benefit company.  (c) Coordination with other provisions of law.--The consideration of interests and factors by a manager in the manner described in subsection (a) shall not constitute a violation of section 8849.2 (relating to standards of conduct for managers).  (d) Exoneration from personal liability.-- (1) A manager or officer shall not be personally liable, as such, for monetary damages for any action taken as a manager or officer in the course of performing the duties specified in subsection (a) or (b) unless the action constitutes self-dealing, willful misconduct or a knowing violation of law.  (2) A manager or officer shall not be personally liable for monetary damages for failure of the benefit company to pursue or create general public benefit or a specific public benefit.  (e) Limitation on standing.--A manager or officer does not have a duty to a person that is a beneficiary of the general public benefit purpose or a specific public benefit purpose of a benefit company arising from the status of the person as a beneficiary.
15 PA Cons Stat § 8897 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 88 - Limited Liability Companies|Section 8897 - Right of action

§ 8897. Right of action. (a) Limitations.-- (1) Except in a benefit enforcement proceeding, no person may bring an action or assert a claim against a benefit company or its members, managers or officers with respect to:  (i) failure to pursue or create general public benefit or a specific public benefit set forth in its certificate of organization; or  (ii) violation of a duty or standard of conduct under this subchapter. (2) A benefit company shall not be liable for monetary damages under this subchapter for any failure of the benefit company to pursue or create general public benefit or a specific public benefit.  (b) Parties with standing.--A benefit enforcement proceeding may be commenced or maintained only:  (1) directly by the benefit company; or (2) derivatively by: (i) a member that owned at least 2% of the total number of interests of a class or series outstanding at the time of the act complained of;  (ii) a manager of a manager-managed limited liability company; (iii) a person or group of persons that owns beneficially or of record 5% or more of the interests in an association of which the benefit company is a subsidiary at the time of the act complained of; or  (iv) such other persons as may be specified in the certificate of organization or operating agreement of the benefit company.  (c) Cross reference.--The provisions of Subchapter H (relating to actions by members) shall apply to derivative actions under this section.
15 PA Cons Stat § 8995 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 89 - Limited Liability Companies|Section 8995 - Application and effect of subchapter

§ 8995. Application and effect of subchapter. (a) General rule.--This subchapter shall be applicable to a limited liability company that is a restricted professional company.  (b) Application to limited liability companies generally.--Except as provided in section 8997 (relating to taxation of restricted professional companies), the existence of a provision of this subchapter shall not of itself create any implication that a contrary or different rule of law is or would be applicable to a limited liability company that is not a restricted professional company. This subchapter shall not affect any statute or rule of law that is or would be applicable to a limited liability company that is not a restricted professional company.  (c) Laws applicable to restricted professional companies.--Except as otherwise provided in this subchapter, Chapter 88 (relating to limited liability companies) shall be generally applicable to all restricted professional companies. The specific provisions of this subchapter shall control over the general provisions of Chapter 88.  (d) Election of restricted professional company status.--At the time an existing limited liability company that has previously conducted a business not involving the rendering of a restricted professional service begins to render one or more restricted professional services, the company shall amend its certificate of organization to include a statement that it is a restricted professional company. For purposes of sections 8835 (relating to taxation of limited liability companies) and 8997, the company shall be deemed to have become a restricted professional company on the first day of the taxable year of the company following the taxable year in which the amendment of its certificate of organization required by this subsection is filed.  (e) Termination of restricted professional company status.--Except as provided in this subsection, the status of a restricted professional company as such shall terminate, and the company shall cease to be subject to this subchapter, at such time as it ceases to render any restricted professional services. Upon ceasing to render any restricted professional services, the company shall amend its certificate of organization to delete the statement required by subsection (d). For purposes of sections 8835 and 8997, the company shall be deemed to have ceased being a restricted professional company on the first day of the taxable year of the company following the taxable year in which it ceased to render any restricted professional services.  (Nov. 21, 2016, P.L.1328, No.170, eff. 90 days)   2016 Amendment. Act 170 amended subsecs. (c), (d) and (e).