Uniform Limited Liability Company Act (1996)

Drafted by the

NATIONAL CONFERENCE OF COMMISSIONERS
ON UNIFORM STATE LAWS

and by it

APPROVED AND RECOMMENDED FOR ENACTMENT
IN ALL THE STATES

at its

ANNUAL CONFERENCE
MEETING IN ITS ONE-HUNDRED-AND-FIFTH YEAR
SAN ANTONIO, TEXAS
JULY 12 - JULY 19, 1996

WITH PREFATORY NOTE AND COMMENTS

COPYRIGHT 1996
By
NATIONAL CONFERENCE OF COMMISSIONERS
ON UNIFORM STATE LAWS

UNIFORM LIMITED LIABILITY COMPANY ACT (1996)

The Committee that acted for the National Conference of Commissioners on Uniform State Laws in preparing the Uniform Limited Liability Company Act (1996) was as follows:

• EDWARD I. CUTLER, P.O. Box 3239, Tampa, FL 33601, Chair
• RICHARD E. FORD, 203 West Randolph Street, Lewisburg, WV 24901
• HARRY J. HAYNSWORTH, IV, William Mitchell College of Law, 875 Summit Avenue, St. Paul, MN 55105
• CHARLES G. KEPLER, P.O. Box 490, 1135 14th Street, Cody, WY 82414
• WAYNE C. KREUSCHER, 1313 Merchants Bank Building, 11 South Meridian Street, Indianapolis, IN 46204
• REED L. MARTINEAU, P.O. Box 45000, 10 Exchange Place, Salt Lake City, UT 84145
• RICHARD F. MUTZEBAUGH, State Capitol Building, 200 East Colfax Avenue, Denver, CO 80203
• GLEE S. SMITH, P.O. Box 360, 111 East 8th, Larned, KS 67550
• HOWARD J. SWIBEL, Suite 1200, 120 South Riverside Plaza, Chicago, IL 60606
• CARTER G. BISHOP, Suffolk University Law School, 41 Temple Street, Boston, MA 02114, Reporter

EX OFFICIO

• RICHARD C. HITE, 200 West Douglas Avenue, Suite 600, Wichita, KS 67202, President
• JOHN P. BURTON, P.O. Box 1357, Suite 101, 123 East Marcy Street, Santa Fe, NM 87501, Chair, Division E

EXECUTIVE DIRECTOR

• FRED H. MILLER, University of Oklahoma, College of Law, 300 Timberdell Road, Norman, OK 73019, Executive Director
• WILLIAM J. PIERCE, 1505 Roxbury Road, Ann Arbor, MI 48104, Executive Director Emeritus

REVIEW COMMITTEE

• JAMES M. BUSH, Suite 2200, Two North Central Avenue, Phoenix, AZ 85004, Chair
• FRANCIS J. PAVETTI, P.O. Box 829, Court House Square Building, New London, CT 06320
• DONALD JOE WILLIS, Suites 1600-1950, Pacwest Center, 1211 S.W. 5th Avenue, Portland, OR 97204

ADVISORS

• ROBERT R. KEATINGE, American Bar Association
• STEVEN G. FROST, American Bar Association, Section of Taxation
• THOMAS EARL GEU, American Bar Association, Section of Real Property, Probate and Trust Law, Probate and Trust Division
• JAMES W. REYNOLDS, American Bar Association, Section of Business Law
• SANFORD J. LIEBSCHUTZ, American Bar Association, Section of Real Property, Probate and Trust Law, Real Property Division

Copies of this Act may be obtained from:
NATIONAL CONFERENCE OF COMMISSIONERS
ON UNIFORM STATE LAWS
676 North St. Clair Street, Suite 1700
Chicago, Illinois 60611
312/915-0195

UNIFORM LIMITED LIABILITY COMPANY ACT (1996)

TABLE OF CONTENTS

Prefatory Note

Article 1. General Provisions

Section 101. Definitions

Section 102. Knowledge and Notice

Section 103. Effect of Operating Agreement;
Nonwaivable Provisions

Section 104. Supplemental Principles of Law

Section 105. Name

Section 106. Reserved Name

Section 107. Registered Name

Section 108. Designated Office and Agent for Service of Process

Section 109. Change of Designated Office or
Agent for Service of Process

Section 110. Resignation of Agent for Service of Process

Section 111. Service of Process

Section 112. Nature of Business and Powers

Article 2. Organization

Section 201. Limited Liability Company as Legal Entity

Section 202. Organization

Section 203. Articles of Organization

Section 204. Amendment of restatement of Articles of Organization

Section 205. Signing of Records

Section 206. Filing in Office of [Secretary of State]

Section 207. Correcting Filed Record

Section 208. Certificate of Existence or Authorization

Section 209. Liability for False Statement in Filed Record

Section 210. Filing By Judicial Act

Section 211. Annual Report For [Secretary Of State]

Article 3. Relations Of Members And Managers To Persons Dealing With Limited Liability Company

Section 301. Agency of Members and Managers

Section 302. Limited Liability Company Liable For Member's or Manager's Actionable Conduct

Section 303. Liability of Members and Managers

Article 4. Relations of Members to Each Other
and to Limited Liability Company

Section 401. Form of Contribution

Section 402. Member's Liability For Contributions

Section 403. Member's and Manager's Rights
to Payments and Reimbursement

Section 404. Management of Limited Liability Company

Section 405. Sharing of and Right to Distributions

Section 406. Limitations on Distributions

Section 407. Liability for Unlawful Distributions

Section 408. Member's Right to Information

Section 409. General Standards of Member's and Manager's Conduct

Section 410. Actions by Members

Section 411. Continuation of Term Company
After Expiration of Specified Term

Article 5. Transferees and Creditors of Member

Section 501. Member's Distributional Interest

Section 502. Transfer of Distributional Interest

Section 503. Rights of Transferee

Section 504. Rights of Creditor

Article 6. Member’s Dissociation

Section 601. Events Causing Member's Dissociation

Section 602. Member's Power to Dissociate; Wrongful Dissociation

Section 603. Effect of Member's Dissociation

Article 7. Member’s Dissociation When Business Not Wound Up

Section 701. Company Purchase Of Distributional Interest

Section 702. Court Action To Determine Fair Value Of Distributional Interest

Section 703. Dissociated Member's Power To Bind Limited Liability Company

Section 704. Statement of Dissociation

Article 8. Winding Up Company’s Business

Section 801. Events Causing Dissolution
and Winding Up of Company's Business

Section 802. Limited Liability Company Continues After Dissolution

Section 803. Right to Wind Up Limited Liability Company's Business

Section 804. Member's or Manager's Power
and Liability as Agent After Dissolution

Section 805. Articles of Termination

Section 806. Distribution of Assets in Winding Up
Limited Liability Company's Business

Section 807. Known Claims Against Dissolved Limited Liability Company

Section 808. Other Claims Against Dissolved Limited Liability Company

Section 809. Grounds for Administrative Dissolution

Section 810. Procedure for and Effect of Administrative Dissolution

Section 811. Reinstatement Following Administrative Dissolution

Section 812. Appeal From Denial Of Reinstatement

Article 9. Conversions and Mergers

Section 901. Definitions

Section 902. Conversion of Partnership or Limited Partnership
to Limited Liability Company

Section 903. Effect of Conversion; Entity Unchanged

Section 904. Merger of Entities

Section 905. Articles of Merger

Section 906. Effect of Merger

Section 907. [Article] Not Exclusive

Article 10. Foreign Limited Liability Companies

Section 1001. Law Governing Foreign Limited Liability Companies

Section 1002. Application for Certificate of Authority

Section 1003. Activities Not Constituting Transacting Business

Section 1004. Issuance of Certificate of Authority

Section 1005. Name of Foreign Limited Liability Company

Section 1006. Revocation of Certificate of Authority

Section 1007. Cancellation of Authority

Section 1008. Effect of Failure to Obtain Certificate of Authority

Section 1009. Action By [Attorney General]

Article 11. Derivative Actions

Section 1101. Right Of Action

Section 1102. Proper Plaintiff

Section 1103. Pleading

Section 1104. Expenses

Article 12. Miscellaneous Provisions

Section 1201. Uniformity of Application and Construction

Section 1202. Short Title

Section 1203. Severability Clause

Section 1204. Effective Date

Section 1205. Transitional Provisions

Section 1206. Savings Clause

Related Resources

• Uniform Limited Liability Company Act Summary

• A Few Facts About The Uniform Limited Liability Act

• Treatment of Limited Liability Companies