Revised Uniform Limited Liability Company Act

News & Analysis as of

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

Bill Would Mandate Indemnification Of LLC Agents

California’s current limited liability act permits indemnification of any person (including any manager, member, officer, employee, or agent of the limited liability company) against judgments, settlements, penalties, fines,...more

Here’s One More Thing You Can Do Legally In Nevada But Not In California

Suppose you are a real estate developer with two buildings and you anticipate that investors in each building will have different investment objectives. If the buildings are placed in a single limited liability company, each...more

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