NCCUSL Starts Work on a Uniform Series LLC Act – Many Questions Remain

More and more states are embracing series LLCs. With Alabama’s authorization earlier this year, 12 states have now authorized series LLCs. But the states have adopted inconsistent approaches to many of the key aspects of series LLCs. The National Conference of Commissioners on Uniform State Laws (NCCUSL) has therefore mounted an initiative to develop a … Continue Reading

RULLCA Keeps on Truckin’ – Minnesota Gets on Board

Last week Governor Dayton signed into law House File 977, Minnesota’s Revised Uniform Limited Liability Company Act (the “New Act”), after it was passed unanimously by both houses of the Legislature. The New Act will completely replace the current statute, the Minnesota Limited Liability Company Act. The New Act will be effective August 1, 2015, … Continue Reading

New Jersey Amends LLC Charging Order Rules – Foreclosure Is No Longer Available to a Member’s Judgment Creditor

  New Jersey Governor Chris Christie signed into law in January an amendment to the New Jersey LLC Act that eliminates foreclosure of a member’s LLC interest from the remedies available to a member’s judgment creditor. New Jersey Bill A4023. The Act continues to allow a judgment creditor to obtain a charging order, which is … Continue Reading

California’s New LLC Act Is Coming Soon – Are You Ready?

California’s new LLC Act becomes effective on January 1, 2014. The new act, the Revised Uniform Limited Liability Company Act (RULLCA), will completely replace the current statute, the Beverly-Killea Limited Liability Company Act (Beverly-Killea). RULLCA was signed into law by Governor Brown in September 2012. The new law is based in large part on NCCUSL’s … Continue Reading

Florida Adopts Revised Limited Liability Company Act

The Florida legislature recently passed unanimously a new limited liability company statute (the New Act), and Governor Scott is expected to sign the bill shortly. The New Act is based substantially on the Revised Uniform Limited Liability Company Act (RULLCA), but with some variations. RULLCA is a uniform law recommended by the National Conference of … Continue Reading

New Jersey Court Dissociates LLC Members

When LLC members are deadlocked or have claims against each other for breach of fiduciary duty or other wrongdoing, they sometimes seek a court order dissolving the LLC. Once dissolved, the LLC has to be liquidated and wound up. But in New Jersey and some other states a different remedy is available – the LLC … Continue Reading

California and New Jersey Adopt RULLCA, the Revised Uniform Limited Liability Company Act

The governors of California and New Jersey both signed new LLC statutes into law on September 21, 2012, and both states adopted the Revised Uniform Limited Liability Company Act (RULLCA), with some variations. RULLCA is a uniform law recommended by the National Conference of Commissioners on Uniform State Laws (NCCUSL). RULLCA has been slow to … Continue Reading

South Carolina Supreme Court Rules That LLC Does Not Shield Its Member From Liability for His Tortious Conduct

A limited liability company will generally shield its members and managers from the LLC’s debts and obligations, but the shield is not absolute. LLC members or managers who carry out an LLC’s tort can in some cases be personally liable for the injured party’s damages. The South Carolina Supreme Court had to decide such a … Continue Reading

ABA Business Law Section Actively Opposes Low-Profit LLCs

A low-profit limited liability company, or L3C, is an LLC whose primary purpose is not to earn a profit but instead to significantly further the accomplishment of one or more charitable or educational purposes. It may still make a profit, though, and is not a non-profit as that term is used in corporate non-profit statutes … Continue Reading

ABA Publishes Revised Prototype LLC Act

The ABA’s Revised Prototype Limited Liability Company Act has been published in the November 2011 Business Lawyer, copies of which were received at my firm last week. The Revised Prototype incorporates a number of welcome changes, and will likely become an even more widely used resource by states considering amendments to their LLC Acts. Many … Continue Reading

Rhode Island Becomes the Newest State to Authorize Low-Profit LLCs – What’s Going On Here?

Rhode Island passed legislation in June to authorize low-profit limited liability companies (L3Cs). The bill was signed by the Governor on June 20, 2011, and will take effect on July 1, 2012. With the passage of this legislation, Rhode Island becomes the ninth state to authorize L3Cs, joining Illinois, Louisiana, Maine, Michigan, North Carolina, Utah, … Continue Reading

Nebraska and Wyoming Enact the Revised Uniform LLC Act

   The National Conference of Commissioners on Uniform State Laws (NCCUSL) was formed in 1892 to promote uniformity in state laws by providing states with proposed legislation. NCCUSL’s record has been mixed, but it has had notable successes in the area of commercial and business law. Examples include the Uniform Commercial Code (in cooperation with … Continue Reading