versions of the ULLCA
. (70) Notwithstanding, LLCs quickly became the
(102) Certainly, it was not the intent of the ULLCA
or RULLCA drafters to exclude a foreign limited liability company from the ambit of the section 503 charging order procedure, or exclusive remedy limitation.
Compare, for example, the liability shield for shareholders in the MBCA with the liability shield provided in the ULLCA
First, the Uniform Law Commissioners have backed off somewhat on their own contractarian premise when promulgating the second ULLCA
, which was enacted in 2006 (ULLCA
similarly employs a gross negligence standard.
the fiduciary duty, and ULLCA
Section 410 provides extensive information
(11) Unfortunately, the promulgation of ULLCA
did not solve the problem of variability in LLC law, in large part because it was introduced after most jurisdictions had already legislatively addressed LLCs.
By way of illustration ULLCA
(1996) states, "(a) The only fiduciary duties a member owes to a member-managed company and its other members are the duty of loyalty and the duty of care imposed by subsections (b) and (c)." ULLCA
[section] 409(a) (1996) (emphasis added).
California has adopted the ULLCA
, but does not go so far as to permit the complete elimination of duties.
Uniform LLC law was first promulgated with the advent of ULLCA
Part III examines how partnership law and even the original Uniform Limited Liability Company Act (ULLCA
) limited that vulnerability, at least theoretically, and how the notion of a partnership with a perpetual term eliminated even that theoretical limit.
AN ILLUSTRATION OF THE UNIFORM LAWMAKING PROCESS: ULLCA