The Shades Of Samson Occum, Daniel Webster And John Marshall Haunt New LLC Act Bill


Nearly two decades ago, I co-wrote an article describing a new form of business entity – the limited liability company – and pondering whether California would ever enact laws authorizing the organization of LLCs. Bishop & Rizzi, “Are Limited Liability Companies Coming to California?” 13 CEB California Business Law Reporter 135 (Dec. 1991). A few years later, California enacted the Beverly-Killea Limited Liability Company Act. 1994 Stats. c. 1200.

Having been begotten and born, the Beverly-Killea Act will die before its dotage if Senator Juan Vargas has his way. On Monday, he introduced SB 323 which would repeal the Beverly-Killea Act and enact in its place a California version of the Revised Uniform Limited Liability Company Act. I will discuss in future posts the question of whether adoption of a new LLC act is a good idea. Today, I’m focused on whether the legislature can kill off the Beverly-Killea Act as it purports do in Section 1 of SB 323.

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