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LLCs operating without an operating agreement are governed by the state's default rules contained in the relevant statute and developed through state court decisions. An operating agreement is similar in function to corporate by-laws, or analogous to a partnership agreement in multi-member LLCs. In single-member LLC, an operating agreement is a ...
Auriga Capital Corp), [20] parties to an LLC remain free to expand, restrict, or eliminate fiduciary duties in their LLC agreements (subject to the implied covenant of good faith and fair dealing). [21] Under 6 Del. C. Section 18-101(7), a Delaware LLC operating agreement can be written, oral or implied.
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.
To create such a statute, legislation must be passed that amends the state's general limited liability company (LLC) law. [23] Note that a business can operate as an L3C within a state that does not have an L3C statute by incorporating in a state that does have an L3C statute and filing as a foreign firm doing business. [22]
A series limited liability company, commonly known as a series LLC, protected cell company, segregated account company, or segregated portfolio company, 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.
[6] [9] Online resources include LexisNexis, WestLaw, the LRS, and the New York Legislative Service, and selected laws can be found online on the New York State Legislature website and the free public legislative website. [6] [9] The pocket part was introduced in 1916 by the West Publishing Company to update McKinney's. [15]
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