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The Uniform Limited Liability Company Act: Summary & Analysis

28 Pages Posted: 17 Sep 2006  

Carter G. Bishop

Suffolk University Law School


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.

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

Suggested Citation

Bishop, Carter G., The Uniform Limited Liability Company Act: Summary & Analysis. Business Lawyer, Vol. 51, 1995. Available at SSRN:

Carter Bishop (Contact Author)

Suffolk University Law School ( email )

120 Tremont Street
Boston, MA 02108-4977
United States
617-573-8534 (Phone)

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