UNIFORM LIMITED LIABILITY COMPANY ACT (2006)

SUMMARY:
This act revises the original Uniform Limited Liability Company Act, promulgated in 1995 and amended in 1996. The new revision provide states with modern, updated legislation governing the formation and operation of limited liability companies (LLCs). An LLC is a single business entity which provides limited liability protection for the partners, as well as providing all the owners of the business with federal partnership taxation. The revised Act’s noteworthy new aspects expand the parties’ freedom through their operating agreement to state the rules that will govern their relationship and the conduct of the business; clarify the duties of loyalty and care that members owe the company and one another and their ability to define and limit those duties; provide for perpetual duration of the company, like a corporation, and generally leave to contract the rights of parties who want to leave the LLC; and preserve the distinction between manager-managed and member-managed LLCs while giving new attention to the authority of members to bind the company. The Revised ULLCA includes numerous other revisions that represent practical improvements or focus on developments of the last decade.

ORIGIN:
Completed by the Uniform Law Commissioners in 2006.

ENDORSED BY:
American Bar Association (ABA)
The Real Property, Probate and Trust Law Sections of the ABA

For any further information regarding this Act, please contact
Nicole Julal or Katie Robinson at 312-450-6600.