Highlights of CA s New Limited Liability Company Act

Size: px
Start display at page:

Download "Highlights of CA s New Limited Liability Company Act"

Transcription

1

2 Highlights of CA s New LLC Act: Silence May Not Be Golden Presented by: Kim W. Scala Archer Norris, Partner November 13, 2013

3 Status of the Statutory Scheme Regulating LLCs Current Law ( Old Act ) Beverly-Killea Limited Liability Company Act Title 2.5 of the California Corporations Code Repealed January 1, 2014 RULLCA ( New Act ) California Revised Uniform Limited Liability Company Act Title 2.6 of the California Corporations Code Operative January 1, 2014 (the Effective Date )

4 Similarities Between the Old Act and the New Act LLC is a distinct entity from its members Members generally have limited liability Formed when articles are filed Operating agreement is the foundational contract among members LLC may exist for any lawful purpose except as specified Retains member-managed and manager managed constructs Default is that all members manage May not eliminate the duty of loyalty Most definitions are unchanged

5 Applicability of the New Act Pursuant to : The New Act applies: To all domestic LLCs existing on or after January 1, 2014 (the Effective Date) To all foreign LLCs registered with the Secretary of State prior to, on or after the Effective Date (unless cancelled) To all actions taken by the managers or members of a LLC on or after the Effective Date.

6 Applicability of the New Act The New Act applies: Only to the acts or transactions by a LLC, the members or managers occurring, or contracts entered into by the LLC, members or managers, on or after the Effective Date. The prior law governs all acts or transactions by a LLC, members or managers occurring, or contracts entered into, prior to that date. Any vote or consent by the managers or members of a LLC prior to the Effective Date, shall be governed by prior law.

7 Formula for Confusion, Lack of Agreement and Disputes NEW DEFAULT PROVISIONS + ADDITIONAL MANDATORY PROVISIONS POTENTIAL FOR UNINTENDED CONSEQUENCES AND DISPUTES * *Recommended solution: review the Operating Agreement and confirm understanding and agreement of all members (and manager, if applicable)

8 Highlights of Changes to Default and Mandatory Provisions Conflict between articles or organization and the operating agreement Default rights of members Indemnification Reimbursement Fiduciary duties Dissociation Amending the operating agreement Transferees Prohibitions

9 Conflict Between Articles and Operating Agreement Old Act articles of organization control New Act operating agreement prevails as to members, dissociated members, transferees, and managers the record prevails as to other persons to the extent they reasonably rely on the record.

10 Default Rights of Members See Establishing a manager- managed LLC: Old Act Unless the articles provide that management is vested in manager(s), an LLC is managed by the members. New Act - Both operating agreement and articles must establish that an LLC is manager-managed or the LLC is member-managed

11 Default Rights of Members Management in member-managed LLC: A difference arising among members as to a matter: In the ordinary course of business majority of members decide Outside the ordinary course of business consent of all members is required Management in a manager-managed LLC: Each manager has equal rights A difference arising among managers in the ordinary course of the activities of the LLC - to be decided by majority vote

12 Default Rights of Members A difference relating to acts outside the ordinary course of activities not covered The consent of members is required to do the following: Sell, lease, exchange, or otherwise dispose of all/substantially all of the LLC s property Approve a merger or conversion Undertake any other act outside the ordinary course of the LLC s activities Amend the operating agreement. Dissociation of a member who is also a manager removes the person as a manager.

13 Indemnification and Reimbursement Old Law- Operating agreement may provide for indemnification, except for breach of fiduciary duties New Law An LLC shall reimburse for payment made and indemnify for any debt or liability incurred by member/manager in the course of management, provided such person complied with fiduciary duties.

14 Fiduciary Duties Old Act - Fiduciary duties of manager or, in member-manager LLC, a member, may only be modified with the informed consent of the members New Act - Specifies the fiduciary duties owed by member in a member-managed LLC to LLC and other members

15 Fiduciary Duties Duty of loyalty To account to LLC and hold as trustee for it any property or profit or benefit in the conduct of LLC activity, including the appropriation of an LLC opportunity To refrain from dealing with an LLC in the conduct of the LLC s activities on behalf of a party having an adverse interest to an LLC To refrain from competing with an LLC in the conduct of its activities Duty of care to LLC Is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct or a knowing violation of the law

16 Dissociation Old Act Articles or OA may provide that a member may withdraw, resign, or retire from LLC or that the member shall not have the right to withdraw. Unless explicitly provided, withdrawn member shall not be entitled to payment for the member's interest in the LLC, and the withdrawn member shall have only the right of a holder of an economic interest.

17 Dissociation New Act Introduces the concept of dissociation and devotes an entire chapter (Chapter 6) to member dissociation. A member has the power to dissociate at any time by withdrawing, unless the OA explicitly provides otherwise. Provides for automatic dissociation, in certain situations Details what happens on dissociation: Person s right to participate as a member in the management and conduct of the LLC terminate If member-managed, the person s fiduciary duties as a member end

18 Amending the Operating Agreement (a) Makes explicit that an operating agreement may specify that its amendment requires the approval of a person that is not a party to the OA or the satisfaction of a condition (and an amendment that doesn t include the required approval or satisfaction of the condition is ineffective.)

19 Transferees Old Act Limited assignment provisions New Act Expanded provisions (b) Makes explicit that LLC and members obligations to a transferee or dissociated member are governed by the OA and provides that an amendment to OA made after a person becomes a transferee or dissociated member is effective with regard to any debt, obligation, or other liability of the LLC or its members to the person in the person's capacity as a transferee or dissociated member.

20 Prohibitions Old Act very few Alter definitions contained in the Act Eliminate requirement that articles may not be amended by less than majority vote Eliminate right of members to assert that an operating agreement provision terminating the member s interest or return of capital contribution was unreasonable Eliminate right to vote on dissolution Restrict members right to receive certain information and inspect records

21 Prohibitions New Act see An operating agreement may not: Alter definitions contained in the Act Reduce the percentage of members required to approve amendment of the articles to less than a majority Eliminate fiduciary duty of manager/member or vary the duty of loyalty or duty of care, except as specifically provided Eliminate obligation of good faith and fair dealing Unreasonably restrict members rights to inspect books and records Vary the power of a court to decree dissolution Restrict members rights to approve merger or conversion, except as specifically provided Eliminate the right of an LLC to sue and be sued Eliminate the right to bring a class action Vary obligation of aggrieved party to petition court re: records Vary members rights re: dissociation except as provided

22 Partner Kim W. Scala An MBA and seasoned businesswoman, Kim Scala brings an insider s creativity and understanding to her business law practice. She negotiates complex real estate, financing and commercial transactions for sophisticated clients and advises medium-sized clients and emerging growth businesses in a wide range of corporate and general business matters and agreements. My business background informs my passion for pursuing creative possibilities rather than focusing on problems. Helping my clients achieve their goals not limiting them is how I define excellence in business law. Phone:

REPORT BY THE CORPORATION LAW COMMITTEE RECOMMENDING ADOPTION BY NEW YORK STATE OF THE REVISED UNIFORM LIMITED LIABILITY COMPANY ACT EXECUTIVE SUMMARY

REPORT BY THE CORPORATION LAW COMMITTEE RECOMMENDING ADOPTION BY NEW YORK STATE OF THE REVISED UNIFORM LIMITED LIABILITY COMPANY ACT EXECUTIVE SUMMARY Contact: Maria Cilenti - Director of Legislative Affairs - mcilenti@nycbar.org - (212) 382-6655 REPORT BY THE CORPORATION LAW COMMITTEE RECOMMENDING ADOPTION BY NEW YORK STATE OF THE REVISED UNIFORM LIMITED

More information

Explanation of 2015 Amendments to the Florida Revised LLC Act

Explanation of 2015 Amendments to the Florida Revised LLC Act Explanation of 2015 Amendments to the Florida Revised LLC Act Gregory Marks Gary Teblum Wednesday, 03 June 2015, 12:00pm - 01:00pm The Florida Revised LLC Act ( Act ) was enacted in 2013 and took effect

More information

Drafting Considerations Under RULLCA

Drafting Considerations Under RULLCA 11 Drafting Considerations Under RULLCA Darren T. Freedman Dietrick L. Miller Steven P. Mehr Darren T. Freedman is a member of Troy- Gould PC s Corporate Department, where he represents clients in all

More information

HOUSE OF REPRESENTATIVES FINAL BILL ANALYSIS SUMMARY ANALYSIS

HOUSE OF REPRESENTATIVES FINAL BILL ANALYSIS SUMMARY ANALYSIS HOUSE OF REPRESENTATIVES FINAL BILL ANALYSIS BILL #: CS/CS/CS/HB 531 FINAL HOUSE FLOOR ACTION: SPONSOR(S): COMPANION BILLS: Judiciary Committee; Economic Development & Tourism Subcommittee; Civil Justice

More information

New Florida Limited Liability Act Effective January 1, 2015

New Florida Limited Liability Act Effective January 1, 2015 New Florida Limited Liability Act Effective January 1, 2015 The Florida Revised Limited Liability Act (the New Florida LLC Act ) is now effective for all limited liability companies in Florida. There had

More information

Summary Outline of Mississippi Revised LLC Act (House Bill 683)

Summary Outline of Mississippi Revised LLC Act (House Bill 683) Summary Outline of Mississippi Revised LLC Act (House Bill 683) In General The Revised Act is very friendly to small business but also supports freedom of contract principles. Existing LLCs that have written

More information

HIGHLIGHTS OF THE NORTH DAKOTA LIMITED LIABILITY COMPANY ACT. N.D.C.C. Ch. 10-32.1. 2015 Real Property, Probate & Trust Section Seminar

HIGHLIGHTS OF THE NORTH DAKOTA LIMITED LIABILITY COMPANY ACT. N.D.C.C. Ch. 10-32.1. 2015 Real Property, Probate & Trust Section Seminar HIGHLIGHTS OF THE NORTH DAKOTA LIMITED LIABILITY COMPANY ACT N.D.C.C. Ch. 10-32.1 2015 Real Property, Probate & Trust Section Seminar State Bar Association of North Dakota William L. Guy III Fredrikson

More information

LLC Comparison Chart (January 2015)

LLC Comparison Chart (January 2015) OPERATING AGREEMENT Mechanics LLC Comparison Chart Centralization of key provisions in operating agreement Centralization - 105-107 Contain three key provisions dealing with the operating agreement: 105

More information

P.L.2012, CHAPTER 50, approved September 19, 2012 Assembly, No. 1543 (First Reprint)

P.L.2012, CHAPTER 50, approved September 19, 2012 Assembly, No. 1543 (First Reprint) Title. Chapter C. (New) Revised Uniform Limited Liability Company Act. - - C.:C- to :C- - Repealer - Note P.L.0, CHAPTER 0, approved September, 0 Assembly, No. (First Reprint) 0 0 AN ACT concerning the

More information

Jenifer L. Frohne. 10860389v7

Jenifer L. Frohne. 10860389v7 MINNESOTA REVIS SED UNIFORM LIMITED LIABILITY COMPANY ACT Stephen M. Quinlivan David C. Jenson Jenifer L. Frohne Robert D. Rominski Stinson Leonard Street LLP April 11, 2014 TABLE OF CONTENTS Forming a

More information

New Law Advisory. Advisory No. 2012-33 (Corrected) Issued: October 15, 2012

New Law Advisory. Advisory No. 2012-33 (Corrected) Issued: October 15, 2012 Administrative Office of the Courts Office of Professional and Governmental Services Glenn A. Grant, J.A.D. Acting Administrative Director of the Courts New Law Advisory Deirdre Naughton Director, Professional

More information

FLORIDA LLCS THE CHANGING HORIZONS

FLORIDA LLCS THE CHANGING HORIZONS FLORIDA LLCS THE CHANGING HORIZONS THESE MATERIALS ARE PROVIDED SOLELY FOR INFORMATIONAL PURPOSES. THE MATERIALS ARE NOT INTENDED TO CONSTITUTE LEGAL ADVICE OR THE PROVISION OF LEGAL SERVICES. YOUR USE

More information

IC 23-18 ARTICLE 18. LIMITED LIABILITY COMPANIES

IC 23-18 ARTICLE 18. LIMITED LIABILITY COMPANIES IC 23-18 ARTICLE 18. LIMITED LIABILITY COMPANIES IC 23-18-1 Chapter 1. Definitions IC 23-18-1-1 Citation of article Sec. 1. This article may be cited as the "Indiana business flexibility act". IC 23-18-1-2

More information

Uniform Limited Liability Company Act

Uniform Limited Liability Company Act STATE OF NEW JERSEY NEW JERSEY LAW REVISION COMMISSION Final Report Relating to Uniform Limited Liability Company Act December, 2011 John M. Cannel, Esq., Executive Director NEW JERSEY LAW REVISION COMMISSION

More information

The New NC Limited Liability Company Act BY STACEY A. BRADY

The New NC Limited Liability Company Act BY STACEY A. BRADY The New NC Limited Liability Company Act BY STACEY A. BRADY EIGHT REASONS WHY YOU NEED A WRITTEN OPERATING AGREEMENT OR SHOULD CONSIDER UPDATING YOUR EXISTING ONE The new NC LLC Act, Chapter 57D of the

More information

This article will focus on select key differences between the New Jersey Act and the Delaware Act.

This article will focus on select key differences between the New Jersey Act and the Delaware Act. By New Jersey Law Journal, June 16, 2014 You are advising a client regarding the organization of a new business venture to be based in New Jersey. You have determined to recommend a limited liability company

More information

LIMITED LIABILITY COMPANIES AND LIMITED LIABILITY PARTNERSHIPS IN ILLINOIS: PRACTICAL OPERATING ISSUES

LIMITED LIABILITY COMPANIES AND LIMITED LIABILITY PARTNERSHIPS IN ILLINOIS: PRACTICAL OPERATING ISSUES LIMITED LIABILITY COMPANIES AND LIMITED LIABILITY PARTNERSHIPS IN ILLINOIS: PRACTICAL OPERATING ISSUES David K. Staub* Stahl Cowen Crowley LLC Chicago, Illinois The limited liability company ("LLC") and

More information

Limited Liability Companies As Tax-Exempt Organizations

Limited Liability Companies As Tax-Exempt Organizations Limited Liability Companies As Tax-Exempt Organizations By Angela McCray, Legal Intern Brad Caftel, Vice President & General Counsel bcaftel@insightcced.org June 2013 Introduction Limited liability companies

More information

ASSEMBLY, No. 1543 STATE OF NEW JERSEY. 215th LEGISLATURE PRE-FILED FOR INTRODUCTION IN THE 2012 SESSION

ASSEMBLY, No. 1543 STATE OF NEW JERSEY. 215th LEGISLATURE PRE-FILED FOR INTRODUCTION IN THE 2012 SESSION ASSEMBLY, No. STATE OF NEW JERSEY th LEGISLATURE PRE-FILED FOR INTRODUCTION IN THE SESSION Sponsored by: Assemblyman JOHN J. BURZICHELLI District (Cumberland, Gloucester and Salem) Assemblyman SCOTT T.

More information

Fiduciary Duties of Managers and Members

Fiduciary Duties of Managers and Members Essential Issues for LLCs and Other Limited Liability Entities Fiduciary Duties of Managers and Members Timothy W. Snider twsnider@stoel.com (503) 294-9557 Overview of Fiduciary Duties in LLCs Statutory

More information

The Limited Liability Company Handbook

The Limited Liability Company Handbook The Limited Liability Company Handbook CT Corporation The Legal Professional s First Choice A Comprehensive Look at the LLC for Business Owners and Legal Professionals THE LIMITED LIABILITY COMPANY HANDBOOK

More information

Florida Department of State Division of Corporations Florida Revised Limited Liability Company Act

Florida Department of State Division of Corporations Florida Revised Limited Liability Company Act Florida Department of State Division of Corporations Florida Revised Limited Liability Company Act Division of Corporations P.O. Box 6327 Tallahassee, Florida 32314 FOREWORD The Division of Corporations

More information

Policy Issues Raised by Contemplated Revisions Raised of the Limited Liability Company the Limited Liability Act What is the role of the LLC Act?

Policy Issues Raised by Contemplated Revisions Raised of the Limited Liability Company the Limited Liability Act What is the role of the LLC Act? Policy Issues Raised by Contemplated Revisions of the Limited Liability Company Act Vermont Bar Association Annual Meeting - September 23, 2011 Thomas H. Moody - Downs Rachlin Martin PLLC What is the role

More information

LLC LAW UPDATE. 36th Annual Gulf Coast Estate Planning Conference. September 22, 2015

LLC LAW UPDATE. 36th Annual Gulf Coast Estate Planning Conference. September 22, 2015 LLC LAW UPDATE 36th Annual Gulf Coast Estate Planning Conference September 22, 2015 John Johnny F. Lyle, III Adams and Reese LLP 11 North Water Street, Suite 23200 Mobile, Alabama 36602 251-433-3234 johnny.lyle@arlaw.com

More information

The Walk Law Firm Round Table Series. The Florida Revised Limited Liability Company Act

The Walk Law Firm Round Table Series. The Florida Revised Limited Liability Company Act The Walk Law Firm Round Table Series The Florida Revised Limited Liability Company Act Copyright Walk Law Firm 2014 Overview of New Act 4 years in the making Repeals Chapter 608 entirely effective January

More information

AN INTRODUCTION TO VIRGINIA LIMITED LIABILITY COMPANIES

AN INTRODUCTION TO VIRGINIA LIMITED LIABILITY COMPANIES AN INTRODUCTION TO VIRGINIA LIMITED LIABILITY COMPANIES Eric C. Perkins, Esq. Perkins Law, PLLC 4870 Sadler Road, Suite 300 Glen Allen, Virginia 23060 (804) 205-5162 www.ericperkinslaw.com Introduction

More information

OPERATING AGREEMENT of. This Operating Agreement (the "Agreement") made and entered into this 21st day of June, 2016 (the "Execution Date"), of,,

OPERATING AGREEMENT of. This Operating Agreement (the Agreement) made and entered into this 21st day of June, 2016 (the Execution Date), of,, OPERATING AGREEMENT of This Operating Agreement (the "Agreement") made and entered into this 21st day of June, 2016 (the "Execution Date"), BY: of,, (the "Member"). BACKGROUND: A. The Member wishes to

More information

ARTICLE 19 Limited Liability Companies

ARTICLE 19 Limited Liability Companies 53-19-1 53-19-1 LIMITED LIABILITY COMPANIES 53-19-1 ARTICLE 19 Limited Liability Companies Sec. 53-19-1. Short title. 53-19-2. Definitions. 53-19-3. Name. 53-19-4. Reservation of name. 53-19-5. Registered

More information

OPERATING AGREEMENT MEMBER MANAGED RECITAL: AGREEMENTS: 1.1 Name. The name of this limited liability company (the "Company") is.

OPERATING AGREEMENT MEMBER MANAGED RECITAL: AGREEMENTS: 1.1 Name. The name of this limited liability company (the Company) is. OPERATING AGREEMENT MEMBER MANAGED DATE: PARTIES: RECITAL: The parties to this agreement (the "Members") are entering into this agreement for the purpose of forming a limited liability company under the

More information

Subd. 54. Governing statute. Governing statute means the statute that governs an organization s internal affairs.

Subd. 54. Governing statute. Governing statute means the statute that governs an organization s internal affairs. 322B Conversion provisions 322B.03 DEFINITIONS. [...] Subd. 34. Organization. Organization means a general partnership, including a limited liability partnership, limited partnership, including a limited

More information

Utah s New LLC Statute: 10 Things You Need to Know

Utah s New LLC Statute: 10 Things You Need to Know Utah s New LLC Statute: 10 Things You Need to Know P R E S E N T E D B Y : R U S S E L L K. S M I T H M A R K L. A S T L I N G D U R H A M J O N E S & P I N E G A R Outline of Topics 1. Opting-In 2. Perpetual

More information

THE COMPANIES ACT 2006 PRIVATE COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

THE COMPANIES ACT 2006 PRIVATE COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL Company Number: 5806226 THE COMPANIES ACT 2006 PRIVATE COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL ARTICLES OF ASSOCIATION OF UNITED KINGDON HYDROGEN AND FUEL CELL ASSOCIATION 1 Defined

More information

Perhaps more than any other provisions of the

Perhaps more than any other provisions of the The Duty of Care, Exculpation and Indemnification under the New Jersey Revised Uniform Limited Liability Company Act A Continuing Evolution by Daniel J. Sheridan and Justin D. Csik Perhaps more than any

More information

The Advantages and Disadvantages of Forming a Florida Limited Liability Company (LLC) Versus a Florida Corporation. by Karen J.

The Advantages and Disadvantages of Forming a Florida Limited Liability Company (LLC) Versus a Florida Corporation. by Karen J. The Advantages and Disadvantages of Forming a Florida Limited Liability Company (LLC) Versus a Florida Corporation by Karen J. Orlin This Note outlines advantages and disadvantages of forming a new business

More information

THE DISTRICT OF COLUMBIA REVISED UNIFORM PARTNERSHIP ACT AND LIMITED LIABILITY PARTNERSHIPS

THE DISTRICT OF COLUMBIA REVISED UNIFORM PARTNERSHIP ACT AND LIMITED LIABILITY PARTNERSHIPS THE DISTRICT OF COLUMBIA REVISED UNIFORM PARTNERSHIP ACT AND LIMITED LIABILITY PARTNERSHIPS [PUBLISHED IN MARCH/APRIL 1998 ISSUE OF WASHINGTON LAWYER MAGAZINE] [Vol. 12 No. 4] By Nicholas G. Karambelas,

More information

Articles of Association

Articles of Association Articles of Association June 2015 Institute of Financial Accountants The Podium, 1 Eversholt Street, Euston, London, NW1 2DN T: +44 (0)207 554 0730 F: +44(0) 207 554 0731 E: mail@ifa.org.uk www.ifa.org.uk

More information

Biography of Philip B. Schwartz

Biography of Philip B. Schwartz Biography of Philip B. Schwartz Mr. Schwartz is a shareholder with Akerman Senterfitt, resident in the firm's Fort Lauderdale and Miami offices. Mr. Schwartz's practice focuses on private and public debt

More information

Why Drafters Should Proceed With Caution When Navigating the Muddy Waters of LLC Fiduciary Duty Law

Why Drafters Should Proceed With Caution When Navigating the Muddy Waters of LLC Fiduciary Duty Law SEPTEMBER 2012 EXECUTIVE SUMMARY BUSINESS LAW AND GOVERNANCE PRACTICE GROUP Why Drafters Should Proceed With Caution When Navigating the Muddy Waters of LLC Fiduciary Duty Law Tara Ellis, Esquire Balch

More information

THE COMPANIES ACT 2006 PRIVATE COMPANY LIMITED BY GUARANTEE ARTICLES OF ASSOCIATION of CORNWALL PARTNERS IN CARE LIMITED

THE COMPANIES ACT 2006 PRIVATE COMPANY LIMITED BY GUARANTEE ARTICLES OF ASSOCIATION of CORNWALL PARTNERS IN CARE LIMITED THE COMPANIES ACT 2006 PRIVATE COMPANY LIMITED BY GUARANTEE ARTICLES OF ASSOCIATION of CORNWALL PARTNERS IN CARE LIMITED PART 1 INTERPRETATION AND LIMITATION OF LIABILITY 1 Defined terms (1) The regulations

More information

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SCIENCE APPLICATIONS INTERNATIONAL CORPORATION

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SCIENCE APPLICATIONS INTERNATIONAL CORPORATION AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SCIENCE APPLICATIONS INTERNATIONAL CORPORATION FIRST: NAME. The name of the Corporation is Science Applications International Corporation. SECOND: ADDRESS.

More information

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ICE TRADE VAULT, LLC A DELAWARE LIMITED LIABILITY COMPANY

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ICE TRADE VAULT, LLC A DELAWARE LIMITED LIABILITY COMPANY AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ICE TRADE VAULT, LLC A DELAWARE LIMITED LIABILITY COMPANY Intercontinenta!Exchange, Inc., a Delaware Corporation ("ICE" or the "Member") hereby

More information

NC General Statutes - Chapter 57D Article 1 1

NC General Statutes - Chapter 57D Article 1 1 Chapter 57D. North Carolina Limited Liability Company Act. Article 1. General Provisions. Part 1. Short Title; Reservation of Power; Definitions. 57D-1-01. Short title. This Chapter is the "North Carolina

More information

PLAN OF CONVERSION OF RUSHNET INC., a Nevada corporation, INTO RUSHNET, INC., a Colorado corporation

PLAN OF CONVERSION OF RUSHNET INC., a Nevada corporation, INTO RUSHNET, INC., a Colorado corporation PLAN OF CONVERSION OF RUSHNET INC., a Nevada corporation, INTO RUSHNET, INC., a Colorado corporation This PLAN OF CONVERSION (the "Plan"), dated as of December 31, 2014, is hereby adopted by Rushnet Inc.,

More information

FORM 6.2 MODEL OPERATING AGREEMENT (GENERIC) FOR MANAGER-MANAGED MULTI-MEMBER LIMITED LIABILITY COMPANY

FORM 6.2 MODEL OPERATING AGREEMENT (GENERIC) FOR MANAGER-MANAGED MULTI-MEMBER LIMITED LIABILITY COMPANY FORM 6.2 MODEL OPERATING AGREEMENT (GENERIC) FOR MANAGER-MANAGED MULTI-MEMBER LIMITED LIABILITY COMPANY (i) WHICH HAS THREE OR MORE MEMBERS; (ii) WHICH IS MANAGED BY A MANAGER-MEMBER UNDER A SIMPLE LIMITED

More information

Principal Speakers: Stephen R. Looney Jane D. Callahan

Principal Speakers: Stephen R. Looney Jane D. Callahan KEY CHANGES MADE BY FLORIDA S NEW REVISED LIMITED LIABILITY COMPANY ACT Dean, Mead, Egerton, Bloodworth, Capouano & Bozarth, P.A. Wednesday, September 24, 2014 11:30 a.m. - 1:15 p.m. Principal Speakers:

More information

PRIVATE COMPANY LIMITED BY GUARANTEE ARTICLES OF EUROCLOUD UK LIMITED

PRIVATE COMPANY LIMITED BY GUARANTEE ARTICLES OF EUROCLOUD UK LIMITED PRIVATE COMPANY LIMITED BY GUARANTEE ARTICLES OF EUROCLOUD UK LIMITED INDEX TO THE ARTICLES PART 1 INTERPRETATION AND LIMITATION OF LIABILITY 1. Defined terms 2. Liability of members 3. Directors general

More information

The Not- So- Simple California LLC: New Laws Governing Fiduciary Du@es of LLC Members

The Not- So- Simple California LLC: New Laws Governing Fiduciary Du@es of LLC Members The Not- So- Simple California LLC: New Laws Governing Fiduciary Du@es of LLC Members Ma# Mahoney, Esq. Founding Partner, Witham Mahoney & Abbo7 THIS IS YOUR CLIENT He sa1sfies the 3 R s of the Perfect

More information

Land Trust (FL) LLC (DE) LLC (NEVADA)

Land Trust (FL) LLC (DE) LLC (NEVADA) Formation - Created by recorded instrument (e.g. deed, mortgage, lease assignment) into trustee (person, bank, trust company or other legal entity) reciting power and authority of trustee to protect, conserve,

More information

ALTERNATIVE BUSINESS ENTITIES: LIABILITY AND INSURANCE ISSUES. Prepared by Dan A. Bailey

ALTERNATIVE BUSINESS ENTITIES: LIABILITY AND INSURANCE ISSUES. Prepared by Dan A. Bailey BAILEY CAVALIERI LLC ATTORNEYS AT LAW One Columbus 10 West Broad Street, Suite 2100 Columbus, Ohio 43215-3422 telephone 614.221.3155 facsimile 614.221.0479 www.baileycavalieri.com ALTERNATIVE BUSINESS

More information

Public Act No. 16-97

Public Act No. 16-97 Public Act No. 16-97 AN ACT CONCERNING ADOPTION OF THE CONNECTICUT UNIFORM LIMITED LIABILITY COMPANY ACT. Be it enacted by the Senate and House of Representatives in General Assembly convened: Section

More information

Illustrative Form of Single-Member Operating Agreement

Illustrative Form of Single-Member Operating Agreement Illustrative Form of Single-Member Operating Agreement THE FOLLOWING DOCUMENT IS A FORM PREPARED BY HERRICK K. LIDSTONE, JR. OF BURNS, FIGA & WILL, P.C. FOR USE IN A CONTINUING LEGAL EDUCATION SEMINAR.

More information

FAMILY LLC OPERATING AGREEMENT RECITALS:

FAMILY LLC OPERATING AGREEMENT RECITALS: FAMILY LLC OPERATING AGREEMENT DATE: PARTIES: RECITALS: A. The parties to this agreement (the Members ) each own interests, as community Property, in the Property described on the attached Exhibit A (the

More information

OPERATING AGREEMENT W I T N E S S E T H: WHEREAS, the parties have created a Limited Liability Company under the laws of the State of New Jersey; and

OPERATING AGREEMENT W I T N E S S E T H: WHEREAS, the parties have created a Limited Liability Company under the laws of the State of New Jersey; and OPERATING AGREEMENT OPERATING AGREEMENT made effective this day of, 2012, by and between and, residing at, such individuals hereinafter being collectively referred to as Members and each individually as

More information

Instructions Forming a California Limited Liability Company

Instructions Forming a California Limited Liability Company Contact Information State Business: Entities Department: California Secretary of State Business Entities Mailing Address: PO Box 944260 Sacramento, CA 94244-2600 Physical Address: 1500 11 th Street 3 rd

More information

Checklist for Drafting LLC Operating Agreements. This is a summary checklist to review when drafting an LLC Operating Agreement.

Checklist for Drafting LLC Operating Agreements. This is a summary checklist to review when drafting an LLC Operating Agreement. Form: Checklist for Drafting LLC Operating Agreements Description: This is a summary checklist to review when drafting an LLC Operating Agreement. CHECKLIST FOR DRAFTING LLC OPERATING AGREEMENTS GENERAL.

More information

9 Summary of California Law (10th), Partnership

9 Summary of California Law (10th), Partnership 9 Summary of California Law (10th), Partnership I. INTRODUCTION A. [ 1] Statutes Affecting Partnerships. B. Fictitious Business Name. 1. [ 2] In General. 2. [ 3] Fictitious Name Defined. 3. [ 4] Coverage

More information

Chapter 1d Utah Uniform Partnership Act. Part 1 General Provisions

Chapter 1d Utah Uniform Partnership Act. Part 1 General Provisions Chapter 1d Utah Uniform Partnership Act Part 1 General Provisions 48-1d-101 Title. This chapter may be cited as the "Utah Uniform Partnership Act." 48-1d-102 Definitions. As used in this chapter: (1) "Business"

More information

CHAPTER 25. LIMITED LIABILITY COMPANIES. Subchapter 1. General Provisions

CHAPTER 25. LIMITED LIABILITY COMPANIES. Subchapter 1. General Provisions Vermont Limited Liability Company Act Comparison of Existing LLC Act to H:310 as Enacted CHAPTER 25. LIMITED LIABILITY COMPANIES Subchapter 1. General Provisions 3001. 4001. DEFINITIONS DEFINITIONS As

More information

The Process of Incorporation vs. LLC Formation By: Brandon M. Schwartz

The Process of Incorporation vs. LLC Formation By: Brandon M. Schwartz The Process of Incorporation vs. LLC Formation By: Brandon M. Schwartz INTRODUCTION One of the first legal issues entrepreneurs face is what type of entity they should form. This article focuses on and

More information

EXHIBIT 2 1. (Amended and Restated Certificate of Incorporation of Reorganized SSCC)

EXHIBIT 2 1. (Amended and Restated Certificate of Incorporation of Reorganized SSCC) EXHIBIT 2 1 (Amended and Restated Certificate of Incorporation of Reorganized SSCC) 1 The Debtors expressly reserve the right, at any time prior to the Effective Date, to supplement, modify or amend this

More information

LIMITED LIABILITY COMPANY OPERATING AGREEMENT, LLC

LIMITED LIABILITY COMPANY OPERATING AGREEMENT, LLC LIMITED LIABILITY COMPANY OPERATING AGREEMENT, LLC A MemberManaged Limited Liability Company OPERATING AGREEMENT THIS OPERATING AGREEMENT is made and entered into effective, 20, by and among: [list the

More information

BYLAWS OF THE WOMEN LAWYERS ASSOCIATION OF MICHIGAN

BYLAWS OF THE WOMEN LAWYERS ASSOCIATION OF MICHIGAN BYLAWS OF THE WOMEN LAWYERS ASSOCIATION OF MICHIGAN ARTICLE I Name and Purpose Section 1. Association Name. The name of this Association shall be Women Lawyers Association of Michigan ( Association ).

More information

florida ARECS Florida s New Revised Limited Liability Company ( LLC ) Act What Real Estate Attorneys Need to Know

florida ARECS Florida s New Revised Limited Liability Company ( LLC ) Act What Real Estate Attorneys Need to Know Florida s New Revised Limited Liability Company ( LLC ) Act What Real Estate Attorneys Need to Know James A Marx, Esq., Marx & Frankel PA, Miami, Florida Previously published in the spring 2015 edition

More information

OUTLINE OF PROVISIONS AND SUBJECTS TO DISCUSS FOR INCLUSION IN A LLC OPERATING AGREEMENT

OUTLINE OF PROVISIONS AND SUBJECTS TO DISCUSS FOR INCLUSION IN A LLC OPERATING AGREEMENT OUTLINE OF PROVISIONS AND SUBJECTS TO DISCUSS FOR INCLUSION IN A LLC OPERATING AGREEMENT A limited liability company ( LLC ) offers pass-through income tax treatment like a partnership but with limited

More information

Limited Liability Companies

Limited Liability Companies Limited Liability Companies by Shaun Courtney, Tim Sanders and Robert Hershey The University of Arizona NativeNet Professional Development Series 2 The University of Arizona NativeNet Limited Liability

More information

7-80-101 - Short title. This article shall be known and may be cited as the "Colorado Limited Liability Company Act".

7-80-101 - Short title. This article shall be known and may be cited as the Colorado Limited Liability Company Act. 7-80-101 - Short title. This article shall be known and may be cited as the "Colorado Limited Liability Company Act". 7-80-102 - Definitions. As used in this article, unless the context otherwise requires:

More information

A partnership having one or more general partners and one or more limited partners.

A partnership having one or more general partners and one or more limited partners. 1. Definition A business association of two or more persons to conduct a business unless formed under any other statute. A partnership having one or more general partners and one or more limited partners.

More information

LIMITED LIABILITY COMPANY OPERATING AGREEMENT FOR CANYON BIOLOGICAL AND GEOSPATIAL CONSULTANTS LLC

LIMITED LIABILITY COMPANY OPERATING AGREEMENT FOR CANYON BIOLOGICAL AND GEOSPATIAL CONSULTANTS LLC LIMITED LIABILITY COMPANY OPERATING AGREEMENT FOR CANYON BIOLOGICAL AND GEOSPATIAL LIMITED LIABILITY COMPANY OPERATING AGREEMENT FOR CANYON BIOLOGICAL AND GEOSPATIAL This Limited Liability Company Operating

More information

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION. 21ST CENTURY ONCOLOGY HOLDINGS, INC. (a Delaware corporation)

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION. 21ST CENTURY ONCOLOGY HOLDINGS, INC. (a Delaware corporation) AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF 21ST CENTURY ONCOLOGY HOLDINGS, INC. (a Delaware corporation) 21st Century Oncology Holdings, Inc., a Delaware corporation (the Corporation ), hereby

More information

CERTIFICATE OF FORMATION SAMPLE CHARITY

CERTIFICATE OF FORMATION SAMPLE CHARITY CERTIFICATE OF FORMATION OF SAMPLE CHARITY I, the undersigned natural person of the age of eighteen (18) years or more and a citizen of the State of Texas, acting as organizer of a corporation under the

More information

COLORADO LIMITED LIABILITY COMPANY CHECKLIST

COLORADO LIMITED LIABILITY COMPANY CHECKLIST COLORADO LIMITED LIABILITY COMPANY CHECKLIST ARTICLES OF ORGANIZATION Name of Entity: A business name must be distinguishable from any other active business name in Colorado the Secretary of State s records.

More information

M E M O R A N D U M LIMITED LIABILITY: KNOW THE LIMITS

M E M O R A N D U M LIMITED LIABILITY: KNOW THE LIMITS M E M O R A N D U M TO: The Members or Managers FROM: Terri L. Giampetroni Legal Strategies, P.C. You have chosen to do business through the use of a Michigan limited liability company. Your company provides

More information

AMENDMENT TO THE OPERATING AGREEMENT OF BOULDER DANCE, LLC

AMENDMENT TO THE OPERATING AGREEMENT OF BOULDER DANCE, LLC AMENDMENT TO THE OPERATING AGREEMENT OF BOULDER DANCE, LLC The following Amendment to the Operating Agreement of Boulder Dance, LLC is adopted this day of 2005 by agreement of all Members. The purpose

More information

Anthony Mancuso, 2007 Operating Agreement for Member-Managed Limited Liability Company Page 1 www.nolo.com

Anthony Mancuso, 2007 Operating Agreement for Member-Managed Limited Liability Company Page 1 www.nolo.com LIMITED LIABILITY COMPANY DATASHEET This document will cite some of the basic facts for an LLC and conclude with a sample Operating Agreement for a Member-Managed LLC. As a new business you know that you

More information

Enrolled Copy H.B. 275 BUSINESS ENTITY AMENDMENTS. Chief Sponsor: Ross I. Romero Senate Sponsor: Lyle W. Hillyard

Enrolled Copy H.B. 275 BUSINESS ENTITY AMENDMENTS. Chief Sponsor: Ross I. Romero Senate Sponsor: Lyle W. Hillyard Enrolled Copy H.B. 275 BUSINESS ENTITY AMENDMENTS 2005 GENERAL SESSION STATE OF UTAH Chief Sponsor: Ross I. Romero Senate Sponsor: Lyle W. Hillyard LONG TITLE General Description: This bill modifies provisions

More information

GENERAL AGENT AGREEMENT

GENERAL AGENT AGREEMENT Complete Wellness Solutions, Inc. 6338 Constitution Drive Fort Wayne, Indiana 46804 GENERAL AGENT AGREEMENT This Agreement is made by and between Complete Wellness Solutions, Inc. (the Company ) and (the

More information

Articles: means the Club's articles of association for the time being in force; ASA: means the Amateur Swimming Association;

Articles: means the Club's articles of association for the time being in force; ASA: means the Amateur Swimming Association; CONTENTS ARTICLE 1. Interpretation... 1 2. Object... 2 3. Application of income and capital... 3 4. Winding up... 4 5. Guarantee... 4 6. Directors' general authority... 4 7. Directors may delegate... 4

More information

PARTNERSHIP AGREEMENT

PARTNERSHIP AGREEMENT PARTNERSHIP AGREEMENT I. INTRODUCTORY The parties to this agreement,, hereinafter referred to as the first party, and, hereinafter referred to as the second party, and both hereinafter referred to as the

More information

PROFESSIONAL CORPORATION ARTICLES OF INCORPORATION

PROFESSIONAL CORPORATION ARTICLES OF INCORPORATION PROFESSIONAL CORPORATION ARTICLES OF INCORPORATION TABLE OF CONTENTS ARTICLE 1 - OFFICERS Page 1.01 Registered Office and Agent 1 1.02 Other Offices 1 ARTICLE 2 - SHAREHOLDERS 2.01 Place of Meetings 1

More information

2008 No. 3229 COMPANIES. The Companies (Model Articles) Regulations 2008

2008 No. 3229 COMPANIES. The Companies (Model Articles) Regulations 2008 STATUTORY INSTRUMENTS 2008 No. 3229 COMPANIES The Companies (Model Articles) Regulations 2008 Made - - - - 16th December 2008 Laid before Parliament 17th December 2008 Coming into force - - 1st October

More information

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EASTMAN CHEMICAL COMPANY

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EASTMAN CHEMICAL COMPANY AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EASTMAN CHEMICAL COMPANY ORIGINAL CERTIFICATE OF INCORPORATION FILED WITH SECRETARY OF STATE OF DELAWARE ON JULY 29, 1993; AMENDMENTS FILED ON DECEMBER

More information

The Companies Act 2006 Private company limited by guarantee. Articles of association of The Wine and Spirit Trade Association

The Companies Act 2006 Private company limited by guarantee. Articles of association of The Wine and Spirit Trade Association The Companies Act 2006 Private company limited by guarantee Articles of association of The Wine and Spirit Trade Association Adopted by Special Resolution dated: 20 th October 2011 1 Table of Contents

More information

THE TRUST DEED The Trust Deed

THE TRUST DEED The Trust Deed The Trust Deed is a complex document and the following is a summary only. Investors should refer to the Trust Deed itself to confirm specific information or for a detailed understanding of The Link REIT.

More information

SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SERVICEMASTER GLOBAL HOLDINGS, INC.

SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SERVICEMASTER GLOBAL HOLDINGS, INC. SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SERVICEMASTER GLOBAL HOLDINGS, INC. FIRST. Name. The name of the Corporation is ServiceMaster Global Holdings, Inc. SECOND. Registered Office.

More information

VERIZON COMMUNICATIONS INC. RESTATED CERTIFICATE OF INCORPORATION

VERIZON COMMUNICATIONS INC. RESTATED CERTIFICATE OF INCORPORATION VERIZON COMMUNICATIONS INC. RESTATED CERTIFICATE OF INCORPORATION May 8, 2014 RESTATED CERTIFICATE OF INCORPORATION OF VERIZON COMMUNICATIONS INC. Verizon Communications Inc., a corporation organized and

More information

LAW ON COMMERCIAL ENTERPRISES

LAW ON COMMERCIAL ENTERPRISES LAW ON COMMERCIAL ENTERPRISES Chapter 1 General Provisions Article 1: Scope This law applies to a partnership and company carrying on business in the Kingdom of Cambodia. A partnership composes of a general

More information

FORMATION AND OPERATION OF AN LLC IN CALIFORNIA

FORMATION AND OPERATION OF AN LLC IN CALIFORNIA FORMATION AND OPERATION OF AN LLC IN CALIFORNIA This LLC corpus contains informational documentation provided as a service to help people understand California LLCs. Forms and instructions for many of

More information

ARTICLE 8 Nonprofit Corporations

ARTICLE 8 Nonprofit Corporations 53-7B-10 NONPROFIT CORPORATIONS 53-7B-10 ARTICLE 8 Nonprofit Corporations Sec. 53-8-1. Short title. 53-8-2. Definitions. 53-8-3. Applicability. 53-8-4. Purposes. 53-8-5. General powers. 53-8-6. Defense

More information

U.S. Bankruptcy Basics

U.S. Bankruptcy Basics SHEPPARD MULLIN SHEPPARD MULLIN RICHTER & HAMPTON LLP A T T O R N E Y S A T L A W U.S. Bankruptcy Basics Sheppard, Mullin, Richter & Hampton LLP Edward H. Tillinghast, III etillinghast@sheppardmullin.com

More information

Utah LLCs vs. Other State LLCs: When Should Attorneys Consider Forming LLCs Outside Utah?

Utah LLCs vs. Other State LLCs: When Should Attorneys Consider Forming LLCs Outside Utah? Utah LLCs vs. Other State LLCs: When Should Attorneys Consider Forming LLCs Outside Utah? by Justin J. Atwater and Russell K. Smith Since Wyoming s passage of the first limited liability company ( LLC

More information

CHAPTER 29 WYOMING LIMITED LIABILITY COMPANIES ACT

CHAPTER 29 WYOMING LIMITED LIABILITY COMPANIES ACT CHAPTER 29 WYOMING LIMITED LIABILITY COMPANIES ACT M.F. Corporate Services (Wyoming) Limited www.mossackfonseca.com i CHAPTER 29 LIMITED-LIABILITY COMPANIES ACT ARTICLE 1 - GENERAL PROVISIONS 17-29-101

More information

The ABCs of Entity Choice By Thomas A. Brumgardt

The ABCs of Entity Choice By Thomas A. Brumgardt Legal Basics Part 4 in a series The ABCs of Entity Choice By Thomas A. Brumgardt Every lawyer needs to know the basics of advising clients on choice of entity. Even if you do not regularly practice in

More information

LIMITED LIABILITY COMPANIES IN DELAWARE AND TENNESSEE: A COMPARATIVE APPROACH

LIMITED LIABILITY COMPANIES IN DELAWARE AND TENNESSEE: A COMPARATIVE APPROACH LIMITED LIABILITY COMPANIES IN AND : A COMPARATIVE APPROACH VICKI L. MAYFIELD 1 Table of Contents I. Introduction 330 II. Side-by-Side Comparison Chart: 333 A. General Provisions 333 B. Formation 336 C.

More information

NC General Statutes - Chapter 57C 1

NC General Statutes - Chapter 57C 1 Chapter 57C. North Carolina Limited Liability Company Act. Article 1. General Provisions. Part 1. Short Title; Reservation of Power; Definitions. 57C-1-01. Short title. This Chapter is the "North Carolina

More information

ASSOCIATION OF INDEPENDENT LSCB CHAIRS LIMITED ARTICLES OF ASSOCIATION

ASSOCIATION OF INDEPENDENT LSCB CHAIRS LIMITED ARTICLES OF ASSOCIATION ASSOCIATION OF INDEPENDENT LSCB CHAIRS LIMITED ARTICLES OF ASSOCIATION CONTENTS CLAUSE 1. Interpretation... 1 2. Object... 3 3. Powers... 3 4. Not for distribution... 4 5. Winding up... 5 6. Guarantee...

More information

Key changes under the 2014 Hong Kong Companies Ordinance. www.charltonslaw.com

Key changes under the 2014 Hong Kong Companies Ordinance. www.charltonslaw.com Key changes under the 2014 Hong Kong Companies Ordinance www.charltonslaw.com 0 Introduction Key Changes under the NCO The New Companies Ordinance (Cap. 622) (NCO) came into force on 3 March. The previous

More information

MEMORANDUM ON LIMITED LIABILITY COMPANIES IN THE UNITED STATES

MEMORANDUM ON LIMITED LIABILITY COMPANIES IN THE UNITED STATES MEMORANDUM ON LIMITED LIABILITY COMPANIES IN THE UNITED STATES This memorandum describes certain general characteristics of limited liability companies in the U.S. which we have found to be of interest

More information

ARTICLES OF ASSOCIATION OF A PRIVATE COMPANY LIMITED BY GUARANTEE

ARTICLES OF ASSOCIATION OF A PRIVATE COMPANY LIMITED BY GUARANTEE ARTICLES OF ASSOCIATION COMPANY NOT HAVING A SHARE CAPITAL MEMORANDUM OF ASSOCIATION OF The Fitzrovia Partnership, Business Improvement District Ltd Each subscriber to this memorandum of association wishes

More information

IC 23-18-11 Chapter 11. Foreign Limited Liability Companies

IC 23-18-11 Chapter 11. Foreign Limited Liability Companies IC 23-18-11 Chapter 11. Foreign Limited Liability Companies IC 23-18-11-1 Law governing; denial of registration; prohibited business Sec. 1. (a) The laws of the state or other jurisdiction under which

More information

INSURANCE AGENCY AGREEMENT

INSURANCE AGENCY AGREEMENT INSURANCE AGENCY AGREEMENT BritAmerica Management Group, Inc., hereinafter referred to as the Company, hereby appoints: Agent Agency Address City State Zip Tax ID hereinafter referred to as the Agent.

More information