News & Analysis as of

Uniform Limited Liability Company Act

Allen Matkins

In Nevada, LLC Membership May Survive The Grave

Allen Matkins on

The California Revised Uniform Limited Liability Company Act (RULLCA) provides that when a member who is an individual dies, the member dissociates from the limited liability company.  Cal. Corp. Code § 17706.02(f). ...more

Allen Matkins

California's LLC Certificate of Cancellation - One Form That May Not Fit All

Allen Matkins on

The California Revised Uniform Limited Liability Company Act deals separately with the dissolution and cancellation of a California limited liability company and the cancellation of registration of a foreign limited liability...more

Allen Matkins

What Happens When An LLC Member Dies?

Allen Matkins on

To every member of a limited liability company who is a natural person, death will come "soon or late".   The California Revised Uniform Limited Liability Company Act provides that an individual dissociates as a member when...more

Allen Matkins

Court Of Appeal Discusses But Declines To Decide Whether RULLCA Or The Beverly-Killea Act Applies

Allen Matkins on

Eleven years ago, I foretold potential issues arising from California's repeal of the Beverly-Killea Limited Liability Company Act in favor the California Revised Uniform Limited Liability Company Act.   Since that gloomy...more

Allen Matkins

Common Law And The California Revised Uniform Limited Liability Company Act

Allen Matkins on

Section 17701.7 of the California Corporations Code sets up two arguably contradictory rules.  Subdivision (b) provides that unless displaced by "particular provisions" of the California Revised Uniform Limited Liability...more

Allen Matkins

A Little Big Change For Articles Of Organization Of California LLCs

Allen Matkins on

In 2022, the California legislature amended several provisions of the California Revised Uniform Limited Liability Company Act, including Section 17702.01 which lists what must be included in the articles of organization of a...more

Williams Mullen

North Carolina Business Court’s Recent Opinions on Advancements and Indemnification for Company Officials

Williams Mullen on

Serving as a company official—whether an LLC manager or an officer or director of a corporation—can sometimes be a risky prospect. Company officials on occasion find themselves at the center of complex litigation solely...more

Amundsen Davis LLC

Opt In/Out Deadline for New Wisconsin LLC Law is December 31, 2022

Amundsen Davis LLC on

On January 1, 2023, Wisconsin’s new limited liability company (LLC) law goes into effect. The Wisconsin Uniform Limited Liability Company Law (WULLCL), created by 2021 Wis. Act 258 and signed by Governor Tony Evers on April...more

Husch Blackwell LLP

What You Need to Know About Wisconsin's New LLC Laws

Husch Blackwell LLP on

On January 1, 2023, the revised Wisconsin business laws go into effect. Among the changes, is a complete overhaul of Chapter 183, leading to the creation of the Wisconsin Uniform Limited Liability Company Law (WULLCL). This...more

Foley & Lardner LLP

Preparing for Wisconsin’s New Uniform Limited Liability Company Law

Foley & Lardner LLP on

Effective January 1, 2023, Wisconsin will have a new Uniform Limited Liability Company Law applicable to all Wisconsin limited liability companies (“LLCs”) unless existing LLCs opt out before December 31, 2022, with the...more

Allen Matkins

Legislature Confuses Common Law With Equity

Allen Matkins on

Though never a colony of England, California nonetheless has adopted the Common Law of England as the rule of decision in the state's courts (except when repugnant to, or inconsistent with, the Constitution of the United...more

Mitchell, Williams, Selig, Gates & Woodyard,...

The Duty of Loyalty and Arkansas' New Uniform Limited Liability Company Act

In a recent Mitchell Williams Blog we highlighted Arkansas’ enactment of the Uniform Limited Liability Company Act (the “ULLCA”), and pointed out some of the differences between the ULLCA and Arkansas’ existing Small Business...more

Mitchell, Williams, Selig, Gates & Woodyard,...

Arkansas Repeals its LLC Laws and Adopts the Uniform Limited Liability Company Act

Arkansas recently became the 20th state to enact the Uniform Limited Liability Company Act (the “ULLCA”) as the governing law for the formation and operation of limited liability companies in the state. On April 30, 2021,...more

Hinshaw & Culbertson LLP

Ruling Concerning Series LLCs in Illinois Highlights Importance of Differentiating and Following Statutory Procedures

While the Illinois Limited Liability Company Act (IL LLC Act) has provided a statutory mechanism for establishing Series LLCs since 2005, the Illinois Fourth District Appellate Court only issued its first ruling concerning...more

Stinson - Corporate & Securities Law Blog

Minnesota Revises Business Organization Statutes

Minnesota Governor Mark Dayton has signed into law revisions to several Minnesota business organization statutes including the Minnesota Business Corporation Act, the Minnesota Revised Uniform Limited Liability Company Act,...more

Allen Matkins

The Cancelled LLC - What Is Thy Power?

Allen Matkins on

To call the California Revised Uniform Limited Liability Company Act "quirky" would be to pay it an unmerited compliment. Take, for example, the provisions governing dissolution....more

Allen Matkins

Will U.S. Supreme Court Decision In Life Insurance Case Affect California's Limited Liability Company Law?

Allen Matkins on

Yesterday, the U.S. Supreme Court heard oral arguments in Sveen v. Melin (Case No. No. 16-1432). The case involved a dispute over life insurance proceeds between a decedent's former spouse and his children by a former...more

Winthrop & Weinstine, P.A.

Big Changes Ahead for Minnesota LLCs: What you need to know—and do

Big changes are on the horizon for the thousands of limited liability companies (LLCs) organized under Minnesota law. The Minnesota Revised Uniform Limited Liability Company Act (codified in Chapter 322C of the Minnesota...more

Pullman & Comley, LLC

Alert: The New Connecticut Uniform Limited Liability Company Act and its Effect on Your Operating Agreement

Pullman & Comley, LLC on

The Connecticut Uniform Limited Liability Company Act (“CULLCA”) went into effect in Connecticut on July 1, 2017. The new statute replaces Connecticut’s limited liability company act (the “Old LLC Act”) and is based on the...more

Fox Rothschild LLP

Minnesota’s New LLC Act Takes Full Effect On January 1

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An overhaul of Minnesota corporate law on limited liability companies, or LLCs, that was phased in over three years will take full effect in January 2018. The new act differs significantly from the old act, but is modeled...more

Womble Bond Dickinson

Charging Orders

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A “charging order” allows a judgment creditor to receive a debtor’s share of distributions from a limited liability company (LLC) or a partnership. With the proliferation of LLCs in the last 20 years, understanding “charging...more

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