As of May 20, 2015, nine years after RULLCA was first published, the following fourteen states and the District of Columbia have enacted the Revised Uniform Limited Liability Company Act: Alabama, California, District of Columbia, Florida, Idaho, Iowa, Minnesota, Nebraska, New Jersey, North Dakota, South Dakota, Utah, Vermont, Washington, Wyoming

Cunningham Says States Should Reject RULLCA

John Cunningham is the author of two legal treatises on LLC Operating Agreements.  One is about Operating Agreements in general and the other is about Operating Agreements for Delaware.  See "Drafting Limited Liability Company Operating Agreements" published by Wolters Kluwer and sold for $829.  I purchased both of Cunningham's books years ago.  John also writes [...]

California Amends Its RULLCA

California Governor Jerry Brown signed Assembly Bill 506, on October 11, 2015.  The new law amends the California Revised Uniform Limited Liability Company Act that took effect January 1, 2014.  One well respected California LLC attorney said: "Readers of this blog will know that I’ve been censorious of California’s Revised Uniform Limited Liability Company Act [...]

2013 Changes to RULLCA

In 2013 the Uniform Law Commission National Conference of Commissioners on Uniform State Laws amended the 2006 and 2011 versions of the Revised Uniform Limited Liability Company Act.  The 2013 version of RULLCA published December 2014 with comments is an intimidating 248 pages.

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Minnesota Adopts RULLCA

Minnesota Governor Mark Dayton signed into the Minnesota Revised Uniform Limited Liability Company Act on on April 8th, 2014.  The new Minnesota LLC takes effect at different times, which are: August 1, 2015, for all Minnesota LLCs formed after July 31, 2015. Between August 1, 2015 - January 1, 2018, Minnesota LLCs formed before August [...]

Alabama Adopts New LLC Law

In March of 2014, the Alabama legislature passed a new Alabama’s limited liability company law called the Alabama Limited Liability Company Act of 2014 (HB 2, Act No. 2014-144). Governor Bentley signed the new law, which will become effective ib January 1, 2015 for LLCs formed thereafter.  For Alabama LLCs formed before that date, the [...]

New Jersey Amends Its RULLCA to Prevent Foreclosure of Membership Interests

In January of 2014, New Jersey amended its relatively new LLC law based on the Revised Uniform Limited Liability Company Act (RULLCA) to prevent a creditor of a member to foreclosure on the membership interest of a member of a New Jersey limited liability company.  New Jersey LLC law now limits the creditor's remedy to [...]

When The Revised Uniform Limited Liability Company Act (RULLCA) Is Spun, California’s Done?

National Law Review:  "I’ve prophesied at some length about the looming catastrophe that is the California Revised Uniform Limited Liability Company Act, Cal. Corp. Code § 17701.01 et seq. . . . The California Secretary of State is planning to amend its business names rules to account for the fact that the RULLCA imposes a different standard [...]

Florida Set to Adopt RULLCA

The Florida legislature passed a law that will replace existing Florida limited liability company law with the Revised Uniform Limited Liability Company Act (RULLCA).  The governor is expected to sign the new, which will make Florida the 8th state to adopt RULLCA. The new Florida LLC law is contained in Chapter 605 of the Florida [...]

California RULLCA Mandates Indemnification of Members & Managers

California attorney Keith P. Bishop of the law firm of Allen Matkins Leck Gamble Mallory & Natsis LLP wrote an article on new California Corporations Code Section 17704.08(a) that states: A limited liability company shall reimburse for any payment made and indemnify for any debt, obligation, or other liability incurred by a member of a [...]

Fiduciary Duties Change In New Jersey LLC Law

New Jersey Business Dissolution Journal:  "The fiduciary duties imposed on a member or manager of a New Jersey LLC are at present elusively and poorly defined in the statute.  While the current act contains several provisions limiting the personal liability of members, nowhere does it clearly define the duties that are inherent in the relationship [...]

Operating Agreements That Modify Fiduciary Duties in New Jersey LLCs

New Jersey Business Dissolution Journal:  "Fiduciary Duties May Be Limited or Eliminated – Sometimes.  The revised limited liability company law that takes effect in March 2013 creates a new statutory structure of fiduciary duties for LLC members and managers.  As we noted in our recent post, the statutory standards are floor, not a ceiling, and [...]

An Operating Agreement Is Essential Under RULLCA What Corporate Attorneys Need To Know About N.J.’s Revised Statute

Archer & Greiner, P.C.:  "New Jersey has enacted the Revised Uniform Limited Liability Company Act ("RULLCA"). RULLCA governs any matter not addressed in an LLC operating agreement. Therefore, an LLC operating agreement is essential under RULLCA. This article discusses four matters that should be addressed in an operating agreement to avoid application of the default [...]

Despite Charging Order Sole Remedy N.J. Court Issues Writ of Execution on Debtor Member’s LLC Interest

New Jersey Business Dissolution Journal:  "A decision by a Chancery judge in Ocean County involving a New Jersey limited liability company affirms that the 'sole remedy' is the charging order – something that is about to change under recent amendments to the [New Jersey] LLC statute – but finds that a court may issue a [...]

Suggested Text to Send in an Email

by Richard Keyt, an Arizona business law attorney who has formed 4,500+ Arizona LLCs The coalition to Save Arizona's LLC law needs your help.  If you want to save Arizona's good LLC law and prevent it from being replaced by the Revised Uniform Limited Liability Company Act (RULLCA), please help by doing the following: Take [...]

Arizona Estate Planning Lawyers Oppose Changing Arizona LLC Law to Allow Creditors to Foreclose on a Member’s Interest in an LLC

by Richard Keyt, an Arizona business law attorney who has formed 3,600+ Arizona LLCs On October 5, 2012, I attended an all day educational seminar put on by the Arizona users group of estate planning attorneys who are members of a national association of estate planning lawyers called Wealthcounsel and who use Wealthcounsel's fabulous document [...]

Arizona Attorney Les Raatz on Arizona’s Charging Order Sole Remedy Statute

Arizona estate planning attorney Les Raatz sent a message to the members of the RULLCA subcommittee on October 15, 2012, in which he said the following in defense of not modifying Arizona Revised Statutes Section 29-655, the charging order sole remedy statute: If I understand the language provided from the Rosen case, it strongly supports [...]

North Dakota Secretary of State Rejects RULLCA

In a July 26, 2011, report to the North Dakota House Judiciary Committee North Dakota Secretary of State AI Jaeger summarized his office's 2011 review of whether North Dakota should adopt the Revised Uniform Limited Liability Company Act with this statements: "To date, the Act has been adopted in six states albeit with considerable amendments [...]

The RULLCA Threat

by Richard Keyt, an Arizona business law attorney who has formed  Arizona LLCs I formed my first Arizona limited liability company the day Arizona's LLC Act became effective in October 1992.  Since that day I have formed  Arizona LLCs.  For many reasons the LLC is the best type of entity to form in [...]