California's version of the Revised Uniform Limited Liability Company Act provides that in the case of a member managed limited liability company provides...more
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
The Connecticut Uniform Limited Liability Company Act, Public Act 16-97 (the "New Act") will become effective for all existing and new Connecticut LLCs on July 1, 2017. The New Act is more comprehensive, modern and well...more