BUSINESS LAW SECTION PARTNERSHIPS AND LIMITED LIABILITY COMPANIES COMMITTEE THE STATE BAR OF CALIFORNIA 180 Howard Street San Francisco, CA 94105-1639 http://www.calbar.org/buslaw/ REVISED UNIFORM LIMITED LIABILITY COMPANY ACT LEGISLATIVE PROPOSAL (BLS-2011-06) TO: Office of Governmental Affairs FROM: Ron Wargo, Chair Business Law Section (the “Section”) Partnerships and Limited Liability Companies Committee (the “Committee”) DATE: June 1, 2010 RE: Proposal to adopt Revised Uniform Limited Liability Company Act and repeal the Beverly-Killea Limited Liability Company Act SECTION ACTION AND CONTACTS Date of Approval by Section Executive Committee (the “Executive Committee”): July 16, 2010 Approval Vote: For: 15 Against: 0 Executive Committee Contact: Committee Contact: Stewart L. McDowell Phil Jelsma Vice Chair for Legislation Vice Chair Gibson Dunn & Crutcher c/o Luce Forward 1 Montgomery Street 600 West Broadway Suite 2600 San Francisco, CA 94104 San Diego, CA 92101 Tel: 415-393-8322 Tel: 619-699-2565
[email protected] [email protected] 1 HISTORY, DIGEST AND PURPOSE This Proposal seeks to adopt the National Conference of Commissioners on Uniform State Laws’ (“NCCUSL”) Revised Uniform Limited Liability Company Act (“RULLCA”) with certain modifications under California law. Idaho, Iowa, Nebraska and Wyoming have already adopted RULLCA. The District of Columbia has introduced RULLCA. Next year it is anticipated that Alabama, Arkansas, Minnesota, Montana, New Jersey, South Carolina and the Virgin Islands will introduce RULLCA. History The Beverly-Killea Limited Liability Company Act became effective in 1994. Some of the code sections affected by this Proposal have been amended since their original codification. Our Committee was involved with certain technical corrections included in SB 141 which was chaptered in 1996 (Chap.