On April 11th, Minnesota signed into law the “New Act,” replacing the Minnesota Limited Liability Company Act. This New Act was largely based the Revised Uniform Limited Liability Company Act (RULLCA) provided by the National Conference of Commissioners on Uniform State Laws (NCCUSL). By passing the New Act, many of the default rules which governed Minnesota LLCs were modified or changed completely. These changes are to take place on August 1, 2015, but do not affect LLCs formed prior to that date, unless the LLC requests otherwise. For access to the entire text of the New Act, visit the Minnesota State Legislature’s website.
With Minnesota’s enactment, RULLCA has now been adopted in 9 states (including California) and the District of Columbia. Additionally, South Carolina introduced their version of RULLCA this year. When first passed in 2006, RULLCA was criticized for having awkward phrasing, in addition to creating uncertainty regarding fiduciary duties and remedies. However, after a slow start, RULLCA seems to be picking up steam. In the past two years, four states have enacted RULLCA, and other states, like South Carolina, may not be far behind.
For information on California’s Revised Uniform Limited Liability Company Act, click here. The article provides access to all provisions of California’s version of RULLCA.