News & Analysis as of

This Volte-Face Might Prove Problematical For LLCs

Under the Beverly-Killea Limited Liability Company Act, the articles of organization prevailed over conflicting provisions of a written operating agreement. Cal. Corp. Code § 17005(f) (repealed). The drafters of the...more

How California’s New LLC Law Will Impact Existing and New California LLCs

On January 1, 2014, California’s Beverly-Killea Limited Liability Company Act (“Old Act”) was superseded by the California Revised Uniform Limited Liability Company Act (“New Act”). California legislators were concerned that...more

Minnesota Revised Uniform Limited Liability Company Act Becomes Law

In This Issue: - Forming a Limited Liability Company - Shelf LLCs - Series LLCs - Governance - Members - Operating Agreement - Standards of Conduct - Distributions - Merger, Conversion...more

Why A Form LLC-1 May Be Only Half Right

Under California’s new Revised Uniform Limited Liability Act, an LLC is formed when the California Secretary of State’s Office files the articles of organization. Cal. Corp. Code § 17702.01(d). Only five items of...more

Before This LLC Was Formed, These Members Knew It

The new California Revised Uniform Limited Liability Company Act contains some weird inversions of time and logical order. For example, it allows for the formation of an operating agreement even before an LLC is formed. In...more

Another Reason Not To Like California’s New LLC Act

Suppose Bob asks his lawyer, Paul, to form an LLC under California’s new Revised Limited Liability Company Act. Paul’s paralegal, Natalie, signs the Form LLC-1 as the organizer....more

Ready or Not, the New California LLC Law is Here

The California Revised Uniform Limited Liability Company Act was effective January 1, 2014 and is codified as new Title 2.6 of the California Corporations Code starting at Section 17701. The new law incorporates a more robust...more

North Carolina’s New LLC Statute: Do We Need to Revise Our Operating Agreement?

North Carolina updated its Limited Liability Act effective January 1, 2014. One of the benefits of the limited liability company has been its flexibility. It is a creature of contract, allowing much more flexibility than the...more

California Replaces Its Limited Liability Company Act

On January 1, 2014, the California Revised Uniform Limited Liability Company Act (the New Act) replaced California’s Beverly-Killea Limited Liability Company Act (Beverly-Killea), which was adopted in 1994. The New Act is...more

Did You Know? Drafting Considerations for Delaware Limited Liability Company Operating Agreements

When choosing an entity, limited liability companies (LLCs) are an attractive option because they insulate their members from personal liability, allow governance flexibility and provide a single layer of income tax. For...more

Florida Adopts New Limited Liability Company Act

The Florida Legislature has adopted the Florida Revised Limited Liability Company Act (“New LLC Act”) which substantially revises Florida’s prior LLC Act. These revisions to the law have a broad impact on Limited Liability...more

California’s New LLC Law: Next Steps for California LLCs

On January 1, 2014, California’s Beverly-Killea Limited Liability Company Act (Old Act) was superseded by the California Revised Uniform Limited Liability Company Act (New Act). The New Act includes a number of substantive...more

Florida Legislature Unanimously Approves New Limited Liability Company Act

The Florida Legislature unanimously passed the new Florida Revised Limited Liability Company Act (the "New Act"), and Governor Rick Scott signed the bill into law on June 14, 2013. The New Act is codified as new Chapter 605...more

Grace v. Ashbridge LLC, C. A. No. 8348-VCN (Del. Ch. Dec. 31, 2013) (Noble, V.C.)

In this memorandum opinion, the Court of Chancery dismissed an action seeking indemnification and advancement, finding that the plaintiff was not entitled to indemnification under the operating agreement of a Delaware limited...more

New California LLC Law Requires Members To Reconsider Their Operating Agreement

On January 1, 2014, California limited liability company (LLC) law changes in several respects. Unlike other new laws regulating business entities, the new LLC law does not give existing LLCs a choice as to whether to be...more

Huatuco v. Satellite Healthcare, C.A. No. 8465-VCG (Del. Ch. Dec. 9, 2013) (Glasscock, V.C.)

In this memorandum opinion, the Court of Chancery granted the defendant’s motion to dismiss the plaintiff’s complaint, pursuant to which the plaintiff sought judicial dissolution of a limited liability company. The Court of...more

LLC Operating Agreements May Need Amending Under California’s New LLC Law

The California Revised Uniform Limited Liability Company Act (the “New LLC Law”) was signed into law by Governor Jerry Brown on September 21, 2012. The New LLC Law will entirely replace the current California law governing...more

New California LLC Law May Significantly Impact Existing Operating Agreements

A new California law governing limited liability companies takes effect Jan. 1, 2014. This new law may adversely affect existing California limited liability companies by effectively rewriting the terms of their operating...more

Florida Revised Limited Liability Company Act: The Operating Agreement

In May, 2013, the Florida legislature passed into law the new Florida Revised Limited Liability Company Act (the “New Act”) which becomes effective on January 1, 2014 for all limited liability companies (“LLCs”) formed in the...more

Grove v. Brown, C.A. No. 6793-VCG (Del. Ch. Aug. 8, 2013) (Glasscock, V.C.)

In this memorandum opinion, the Court of Chancery, relying on the unambiguous terms of a limited liability company operating agreement, found that a member’s failure to make an initial capital contribution to a limited...more

Florida’s New Revised Limited Liability Company Act

On June 14, 2013, Governor Rick Scott signed into law the new Florida Revised Limited Liability Company Act (the “New Act”). The New Act is codified in new Chapter 605 of the Florida Statutes and, as of January 1, 2015, will...more

Recently Reenacted North Carolina Limited Liability Company Act Goes Into Effect on January 1

On January 1, 2014, North Carolina’s new limited liability company act (Session Law, 2013-157, signed by the Governor on June 19, 2013, the “New NC LLC Act”) goes into effect, raising the following questions...more

Florida Adopts New Limited Liability Company Act - The New Act Makes Florida a More Desirable Location for Business Owners

During the recently completed legislative session, the Florida Legislature unanimously adopted CS/SB 1300, which is a complete re-write of Florida's limited liability company statute. The new limited liability company act...more

Legislature Rewrites Florida LLC Law

The 2013 Florida Legislature made several important changes to the law governing Florida limited liability companies (LLCs). The new law was based primarily on the Revised Uniform Limited Liability Company Act as amended in...more

California's Revised Uniform Limited Liability Company Act

The California Revised Uniform Limited Liability Company Act (RULLCA) was signed into law by Governor Jerry Brown in September 2012. Intended to come into effect on January 1, 2014, RULLCA replaces the Beverly-Killea Limited...more

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