The Uniform Limited Liability Company Act: Summary & Analysis

Abstract:     
The National Conference of Commissioners on Uniform State Laws (Conference) adopted the Uniform Limited Liability Company Act (ULLCA) in 1994. To coordinate with subsequent developments in federal tax guidelines regarding manager-managed limited liability companies (LLCs), the Conference adopted minor changes to ULLCA's dissolution provisions in 1995. More recently, the Internal Revenue Service (IRS) announced a proposal to release all unincorporated business organizations from the burden of complying with its federal tax classification regulations distinguishing partnerships from corporations. Because state LLC laws were drafted to comply with the soon to be anachronistic classification regulations, every state will eventually consider whether to amend its laws to accommodate this new flexibility. Given the obvious advantages of uniform state laws governing interstate business activities of LLCs, the ULLCA will receive important consideration during this review process. This Article is intended only as a summary of the ULLCA's primary provisions.

Number of Pages in PDF File: 28

Keywords: limited liability company, ULLCA, uniform limited liability company act, national conference of commissioners on uniform state laws, NCCUSL

JEL Classification: K10, K19, K30, K39

Accepted Paper Series