The uniform limited liability company act: Summary & analysis

The Article presents an approach to understanding the Uniform Limited Liability Company Act's central drafting paradigms which create two differ ent pathways to control the structure of a company Both pathways are activated by required provisions in the articles of organization. The first pathway concerns the specified duration of a company. In an at-will company without a specified duration, members have the right to compel the company's purchase of their interest. The second pathway concerns the management structure of a company. In a member-managed company, members have equal management rights, the power to bind the company, and their dissociation triggers a dissolution avoidance vote of the remaining members entitled to receive a majority of the company's current and future distributions. Nonmanaging members of a manager-managed company have no management rights or agency power and their dissociation does not trigger a dissolution avoidance vote where at least one manager is also a member. Other central provisions are also summarized and analyzed.