Revised Uniform Limited Liability Company Act

News & Analysis as of

Highlights of the New Minnesota LLC Act

A new LLC Act is coming to Minnesota. In early 2014, Governor Dayton signed a modified version of the Revised Uniform Limited Liability Act, sometimes called RULLCA, into law as Chapter 322C of the Minnesota Statutes. Since...more

New LLC Act May Curtail Authority Of Managers Of Pre-Existing LLCs

California’s Revised Uniform Limited Liability Company Act (RULLCA) took effect on the first of this year. The RULLCA repealed California’s first LLC law – the Beverly-Killea Limited Liability Company Act. The forced...more

Is The LLC A Party To Its Own Operating Agreement?

Is an LLC a party to its own operating agreement? California’s new Revised Uniform Limited Liability Company Act (RULLCA) defines “operating agreement” as “the agreement, whether or not referred to as an operating...more

This Legislative Lacuna Looms Large In RULLCA

I expect that most limited liability company operating agreements specify how profits and losses are to be allocated among members. Sometimes, they may not. The now repealed Beverly-Killea Act provided a default provision...more

Implications of the New California LLC Act

On January 1, 2014, a new law governing limited liability companies (“LLCs”) went into effect in California. The California Revised Uniform Limited Liability Company Act (“RULLCA”)1 superseded in its entirety the prior...more

Authorized Signors of Loan Documents

One of the threshold issues to consider in loan transactions is determining who is authorized to sign the loan documents on behalf of entity borrowers. This is important not only in cases where the entity is the borrower but...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On January 1, 2014, California’s Beverly-Killea Limited Liability Company Act (“Old Act”) was superseded by the California Revised Uniform Limited Liability Company Act (“New Act”).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

California’s Revised Uniform Limited Liability Company Act

A new California law governing limited liability companies became effective as of January 1, 2014. The California Revised Uniform Limited Liability Company Act (RULLCA) makes significant changes in the rights and...more

And You Thought Dissenters’ Rights Didn’t Apply To Delaware LLCs

Delaware’s Limited Liability Company Act provides that a limited liability company agreement or an agreement of merger or consolidation or plan of merger may provide for appraisal rights. 6 Del. Code § 18-210. Does this...more

California’s RULLCA Impossible Pleading Requirement For Derivative Suits

California’s Revised Uniform Limited Liability Company Act requires a member of a domestic or foreign LLC to include two specific allegations in any complaint brought in the right of the company. Failure to include these two...more

Foreign LLCs Take Note: This Legislative Oversight May Affect You Too

Section 407 of the California Labor Code provides - Investments and the sale of stock or an interest in a business in connection with the securing of a position are illegal as against the public policy of the State and...more

California’s New RULLCA Provides Ample Potential For Member Liability

Recently, I wrote about Corporations Code Section 17703.04(a) which in singularly inept fashion attempts to establish the non-liability of members of a limited liability company under the California’s new Revised Uniform...more

What Every California LCC Needs To Know About California's New Revised Uniform Limited Liability Company Act

New changes to California's limited liability company law affect many of the rules governing operation of limited liability companies ("LLCs"). These changes include the default provisions that automatically apply when the...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

Update of California Statutory Law – The California Revised Uniform Limited Liability Company Act – Lenders and Borrowers Beware

The California legislature recently enacted the California Revised Uniform Limited Liability Company Act which made some important changes to existing California law affecting both lenders and limited liability company...more

Legislature Shuts The Barn Door After The Horse Has Bolted And Then Burns Down The Barn

Not many people use horses as a means of transportation in the U.S. anymore, but numerous horse related expressions and aphorisms persist in everyday speech, including...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

A Summary of the New California LLC Law

Effective January 1, 2014, the existing limited liability company (LLC) statute in California (the “Old Act”) will be replaced by the California Revised Uniform Limited Liability Company Act (RULLCA). Actions taken by...more

2013 Year-End Estate Planning Advisory

In this issue - - Federal Estate, GST and Gift Tax Rates - Annual Gift Tax Exclusion - Federal Income Tax Rates - President’s Budget Proposal for Fiscal Year 2014 - Important Planning...more

When The RULLCA Is Spun, California’s Done?

I’ve prophesized at some length about the looming catastrophe that is the California Revised Uniform Limited Liability Company Act, Cal. Corp. Code § 17701.01 et seq. My problem is with the RULLCA itself, but with the...more

Potential Challenges Associated With California's Revised Uniform Limited Liability Company Act Scheduled to Take Effect on...

On September 21, 2012, S.B. 323, the California Revised Uniform Limited Liability Company Act (known as the RULLCA), was signed into law by Governor Jerry Brown and is scheduled to take effect on January 1, 2014. ...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

Florida Enacts a New Revised Limited Liability Company Act

On May 3, 2013, as the last act of the 2013 Florida Legislature, the House passed into law the new Florida Revised Limited Liability Company Act (the "New LLC Act") in the form of Senate Bill 1300, and as amended, House Bill...more

Corporate Communicator - Spring 2013: California’s New LLC Act Adds Confusion and Effects Little Change

On January 1, 2014, the California Revised Uniform Limited Liability Company Act (the RULLCA) will take effect. The RULLCA replaces the Beverly-Killea Limited Liability Company Act, California’s current law governing limited...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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