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As of January 1, 2014, California’s Beverly-Killea Limited Liability Company Act will be repealed and replaced by the California Revised Uniform Limited Liability Company Act (CRULLCA). Some LLCs, particularly manager-managed LLCs, may wish to amend their operating agreements prior to CRULLCA’s becoming effective in order to override some of the default provisions of the act.
Here are a few highlights of the new LLC act.
The operating agreement, rather than just the articles of organization, must state whether an LLC is member-managed or manager-managed. If the LLC operating agreement and articles of organization conflict in any way, CRULLCA gives an LLC’s operating agreement priority over its articles of organization.
Also, unless an LLC’s operating agreement provides otherwise, members in manager-managed LLCs have to vote and give unanimous consent to all of the following:
In addition, CRULLCA discusses members’ and managers’ fiduciary duties and the indemnification of members in a member-managed LLC and of managers in a manager-managed LLC.
Florida, New Jersey, Iowa, and a few other states have also recently adopted the Revised Uniform LLC Act.