The Uniform Limited Liability Company Act (ULLCA), which includes a 2006 revision called the Revised Uniform Limited Liability Company Act, is a uniform act (similar to a model statute), proposed by the National Conference of Commissioners on Uniform State Laws ("NCCUSL") for the governance of limited liability companies (often called LLCs) by U.S. states. The ULLCA was originally promulgated in 1995 and amended in 1996 and 2006. It has been enacted in 20 U.S. jurisdictions: Alabama, Arizona, Arkansas, California, Connecticut, the District of Columbia, Florida, Idaho, Illinois, Iowa, Minnesota, Nebraska, New Jersey, North Dakota, Pennsylvania, South Dakota, Utah, Vermont, Washington, and Wyoming. [1]
In the United States, a uniform act is a proposed state law drafted and approved by the Uniform Law Commission (ULC), also known as the National Conference of Commissioners on Uniform State Laws (NCCUSL).
The Uniform Commercial Code (UCC), first published in 1952, is one of a number of Uniform Acts that have been established as law with the goal of harmonizing the laws of sales and other commercial transactions across the United States through UCC adoption by all 50 states, the District of Columbia, and the Territories of the United States.
The Securities Act of 1933, also known as the 1933 Act, the Securities Act, the Truth in Securities Act, the Federal Securities Act, and the '33 Act, was enacted by the United States Congress on May 27, 1933, during the Great Depression and after the stock market crash of 1929. It is an integral part of United States securities regulation. It is legislated pursuant to the Interstate Commerce Clause of the Constitution.
A partnership is an arrangement where parties, known as business partners, agree to cooperate to advance their mutual interests. The partners in a partnership may be individuals, businesses, interest-based organizations, schools, governments or combinations. Organizations may partner to increase the likelihood of each achieving their mission and to amplify their reach. A partnership may result in issuing and holding equity or may be only governed by a contract.
A limited liability company (LLC) is the US-specific form of a private limited company. It is a business structure that can combine the pass-through taxation of a partnership or sole proprietorship with the limited liability of a corporation. An LLC is not a corporation under state law; it is a legal form of a company that provides limited liability to its owners in many jurisdictions. LLCs are well known for the flexibility that they provide to business owners; depending on the situation, an LLC may elect to use corporate tax rules instead of being treated as a partnership, and, under certain circumstances, LLCs may be organized as not-for-profit. In certain U.S. states, businesses that provide professional services requiring a state professional license, such as legal or medical services, may not be allowed to form an LLC but may be required to form a similar entity called a professional limited liability company (PLLC).
A limited liability partnership (LLP) is a partnership in which some or all partners have limited liabilities. It therefore can exhibit elements of partnerships and corporations. In an LLP, each partner is not responsible or liable for another partner's misconduct or negligence. This is an important difference from the traditional partnership under the UK Partnership Act 1890, in which each partner has joint liability. In an LLP, some or all partners have a form of limited liability similar to that of the shareholders of a corporation. Unlike corporate shareholders, the partners have the power to manage the business directly. In contrast, corporate shareholders must elect a board of directors under the laws of various state charters. The board organizes itself and hires corporate officers who then have as "corporate" individuals the legal responsibility to manage the corporation in the corporation's best interest. An LLP also contains a different level of tax liability from that of a corporation.
The Uniform Determination of Death Act (UDDA) is a model state law that was approved for the United States in 1981 by the National Conference of Commissioners on Uniform State Laws, in cooperation with the American Medical Association, the American Bar Association, and the President's Commission for the Study of Ethical Problems in Medicine and Biomedical and Behavioral Research. The act has since been adopted by most US states and is intended "to provide a comprehensive and medically sound basis for determining death in all situations". Brain death is a different condition than persistent vegetative state. Due to better seat belt use, bicycle helmets, and the general decrease in violent crime, there are lower numbers of brain deaths now than historically. Donation after cardiac death (DCD) is a new protocol applied when there is severe neurologic injury but the patient does not meet the criteria for brain death.
A private limited company is any type of business entity in "private" ownership used in many jurisdictions, in contrast to a publicly listed company, with some differences from country to country. Examples include the LLC in the United States, private company limited by shares in the United Kingdom, GmbH in Germany and Austria, société à responsabilité limitée in France, and sociedad de responsabilidad limitada in the Spanish-speaking world. The benefit of having a private limited company is that there is limited liability. However, shares can only be sold to shareholders in the business, which means that it can be difficult to liquidate such a company.
A limited partnership (LP) is a form of partnership similar to a general partnership except that while a general partnership must have at least two general partners (GPs), a limited partnership must have at least one GP and at least one limited partner. Limited partnerships are distinct from limited liability partnerships, in which all partners have limited liability.
In a no-fault divorce the dissolution of a marriage does not require a showing of wrongdoing by either party. Laws providing for no-fault divorce allow a family court to grant a divorce in response to a petition by either party of the marriage without requiring the petitioner to provide evidence that the defendant has committed a breach of the marital contract.
The Uniform Partnership Act (UPA), which includes revisions that are sometimes called the Revised Uniform Partnership Act (RUPA), is a uniform act, proposed by the National Conference of Commissioners on Uniform State Laws ("NCCUSL") for the governance of business partnerships by U.S. States. Several versions of UPA have been promulgated by the NCCUSL, the earliest having been put forth in 1914, and the most recent in 1997.
The Uniform Interstate Family Support Act (UIFSA) is one of the uniform acts drafted by the National Conference of Commissioners on Uniform State Laws in the United States. First developed in 1992 the NCCUSL revised the act in 1996 and again in 2001 with additional amendments in 2008. The act limits the jurisdiction that can properly establish and modify child support orders and addresses the enforcement of child support obligations within the United States. In 1996, Congress passed and President Bill Clinton signed the Personal Responsibility and Work Opportunity Act, which required that states adopt UIFSA by January 1, 1998 or face loss of federal funding for child support enforcement. Every U.S. state has adopted either the 1996 or a later version of UIFSA.
The limited liability limited partnership (LLLP) is a relatively new modification of the limited partnership. The LLLP form of business entity is recognized under United States commercial law. An LLLP is a limited partnership, and it consists of one or more general partners who are liable for the obligations of the entity, as well as or more protected-liability limited partners. Typically, general partners manage the LLLP, while the limited partners' interest is purely financial. Thus, the most common use of limited partnership is for purposes of investment.
In United States business law, a registered agent is a business or individual designated to receive service of process (SOP) when a business entity is a party in a legal action such as a lawsuit or summons. The registered agent's address may also be where the state sends the paperwork for the periodic renewal of the business entity's charter. The registered agent for a business entity may be an officer or employee of the company, or a third party, such as the organization's lawyer or a service company. Failure to properly maintain a registered agent can affect a company negatively.
A series limited liability company, commonly known as a series LLC and sometimes abbreviated as SLLC, is a form of a limited liability company that provides liability protection across multiple "series" each of which is theoretically protected from liabilities arising from the other series. In overall structure, the series LLC has been described as a master LLC that has separate divisions, which is similar to an S corporation with Q-subs.
The Uniform Limited Partnership Act (ULPA), which includes its 1976 revision called the Revised Uniform Limited Partnership Act (RULPA), is a uniform act, proposed by the National Conference of Commissioners on Uniform State Laws ("NCCUSL") for the governance of business partnerships by U.S. States. The NCCUSL promulgated the original ULPA in 1916 and the most recent revision in 2001.
The Uniform Probate Code is a uniform act drafted by National Conference of Commissioners on Uniform State Laws (NCCUSL) governing inheritance and the decedents' estates in the United States. The primary purposes of the act were to streamline the probate process and to standardize and modernize the various state laws governing wills, trusts, and intestacy.
The Uniform Securities Act (USA) is a model statute designed to guide each state in drafting its state securities law. It was created by the National Conference of Commissioners on Uniform State Laws (NCCUSL).
The Uniform Environmental Covenants Act (UECA) is one of the uniform acts drafted by the National Conference of Commissioners on Uniform State Laws, a non-profit, American unincorporated association. The act is intended to provide clear rules for perpetual real estate interests – an environmental covenant – to regulate the use of brownfield land when real estate is transferred from one owner to another. The Uniform Law Commissioners completed the proposed act in 2003. Several states have adopted the Act.
Uniform Computer Information Transactions Act (UCITA) was an attempt to introduce a Uniform Act for the United States to follow. As a model law, it only specifies a set of guidelines, and each of the States should decide if to pass it or not, separately. UCITA has been drafted by National Conference of Commissioners on Uniform State Laws (NCCUSL).
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