The revised act is a thorough overhaul of Florida's Limited Liability Company Act
(old act) and is based on the Revised Uniform Limited Liability Company Act
of 2006, as amended in 2011 (RULLCA).
The states that have enacted L3C legislation have adopted language very similar to that used in the Vermont Limited Liability Company Act
3) This ruling announced that [a]n unincorporated [business] organization operating under the Wyoming Limited Liability Company Act
[was] classified as a partnership for federal [income] tax purposes.
Similarly, the Delaware Limited Liability Company Act
(21) enshrines the principle of freedom of contract with its statement that "[i]t is the policy of this chapter to give the maximum effect to the principle of freedom of contract and to the enforceability of limited liability company agreements.
The Business Corporation Act and the Limited Liability Company Act
restrict a corporation or LLC from making a distribution if the entity is insolvent or is rendered insolvent by virtue of the distribution.
This so-called "shelf LLC" attracted considerable debate in the drafting of the Revised Uniform Limited Liability Company Act
The LLC, similar to the corporation, is considered a separate entity from its investors (Uniform Limited Liability Company Act
reconsideration now that the Uniform Limited Liability Company Act
According to the ruling, the merger of the SMLLC and the corporation will occur under state General Corporation Law and the Limited Liability Company Act
82) The Elf Atochem court endorsed this analogy in noting that the Delaware Limited Partnership Act served as a model for the state's Limited Liability Company Act
, describing the form and language of the two acts as "almost identical.
The applicable rules, usually set forth in the state's limited liability company act
, shield the LLC's owners (and managers) from the debts and liabilities of the entity, just as state corporation laws shield shareholders.
For example, the Colorado Limited Liability Company Act
is expressly designed to allow limited liability and centralized management, but imposes requirements that eliminate the other two corporate characteristics.