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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, and will.

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Change to Washington Statute of Limitations Following LLC’s Dissolution Is Not Retroactive

Washington’s LLC Act limits the time period for filing lawsuits against a dissolved LLC. In 2010 the LLC Act was amended so that the limitations period does not start until the dissolved LLC files a certificate of dissolution with the Secretary of State, and the Court of Appeals recently had to decide whether that change.

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Single Member’s Death Results in Dissolution of Alabama LLC

LLC statutes typically require that an LLC have at least one member. A corollary is that the death of an LLC’s only member results in the LLC’s dissolution unless the deceased member’s assignees or heirs vote within a limited time to admit one or more members. In a recent Alabama case an LLC’s manager continued.

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Kentucky Finds Sole Member Not Personally Liable on Lease That LLC Entered into While Administratively Dissolved

Administrative dissolution is a remedy that states use to enforce their annual-fee and annual-report requirements for LLCs. The dissolved LLC must wind up and liquidate its business, but can be reinstated if it pays the back fees and files its report. The reinstatement will then relate back and take effect as of the date of.

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Recent Rulings On Personal Liability: Manager of Montana LLC Is Shielded, Owner of Louisiana LLC Is Not

The liability shield of LLCs is a fundamental attribute that investors, members, and managers routinely rely on. But sometimes an LLC’s shield is porous and fails to protect a member or manager. A pair of recent cases show how claimants against an LLC can sometimes impose personal liability on an LLC’s member or manager. Montana.

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Utah LLC Is Not Bound by 99-Year Lease Because Its Manager Had Neither Actual Nor Apparent Authority

Suppose you enter into a signed contract with a limited liability company. The contract is signed by the LLC’s manager. Later the LLC’s other manager tells you that the manager that signed the lease was not authorized to do so. He tells you that the LLC is not bound by the contract and does not.

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Amendment to LLC Agreement Tightens Indemnification But Cannot Remove LLC’s Obligation to Indemnify Against Prior Lawsuit

LLC operating agreements sometimes indemnify members, managers, and employees against claims and lawsuits. And like any other agreement, LLC operating agreements can be amended. In a recent Delaware Court of Chancery case, an amendment to an LLC’s operating agreement narrowed the indemnification provisions in a way that precluded an employee’s claim for indemnification against a.

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Michigan LLC Is Not Obligated to Pay Withdrawing Member for Its Interest – Operating Agreement Allowed Member to Sell Its Interest, Subject to LLC’s Right of First Refusal

Many state LLC statutes limit an LLC member’s ability to withdraw from the LLC, or require payment to the withdrawing member under some circumstances. Michigan’s statute, for example, says that an LLC member can withdraw only as provided by the LLC’s operating agreement, and that if the operating agreement is silent on a withdrawal distribution,.

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Kentucky Court Says Member Has Standing for Some but Not All Claims Against Other LLC Members

Standing is a legal doctrine that focuses on, among other things, whether a potential plaintiff is the right party to bring a lawsuit. The claimant must be the real party in interest, i.e., it must benefit directly if the action is successful. A trial court’s dismissal for lack of standing of an LLC member’s claims.

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Massachusetts Court Pierces the Veil of Single-Member LLC Because of Its Failure to Maintain Business Records

Piercing the veil is a long-standing equitable remedy that can allow a claimant against a corporation to also assert the claim against a shareholder, under limited circumstances that usually involve some degree of wrongdoing or abuse of the corporate form. With the advent of LLCs, most states have also applied their existing law about veil.

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