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Ribstein on the RULLCA

Larry Robstein has posted to SSRN a useful paper entitled An Analysis of the Revised Uniform Limited Liability Company Act. The abstract follows:

In December, 2006, the National Conference of Commissioners on Uniform State Laws (NCCUSL) promulgated a Revised Uniform Limited Liability Company Act (RULLCA). This article analyzes RULLCA’s most important changes from the prior 1996 version of the Uniform Limited Liability Company Act (ULLCA), which was adopted only in a few jurisdictions. These provisions threaten to impose substantial risks and costs on limited liability companies. The article concludes that there is little reason for states to adopt the Act, and that practitioners should be wary about advising clients to form under it. The Act’s flaws are similar in nature to those in the scantly adopted ULLCA and are evidence of significant defects in the uniform lawmaking process. This second NCCUSL failure regarding LLCs should spark a reexamination of the role of uniform lawmakers in writing business association statutes.