California Revised LLC Act

Get Ready for the California Revised LLC Act

California’s version of the Revised Uniform Limited Liability Company Act (“RULLCA”) goes into effect on January 1, 2014. The RULLA replaces the Beverly-Killela Limited Liability Company Act, which has governed California limited liability companies (“LLCs”) for the past 20 years.

California Adopts the Uniform Act

The RULLCA is California’s version of the Revised LLC Act that was promulgated in 2006 and adopted in a number of other jurisdictions. By adopting the RULLCA, the California revised LLC act will be in line with the versions of the uniform act as adopted in other states, thus facilitating multi-state business that operate in the form of an LLC.

Changes from Prior LLC Law

The RULLCA contains a number of changes from the old California LLC law.  In addition, there are significantly more “default” provisions that will apply to California LLCs in the absence of a contrary provision in the operating agreement.  While the new law does not require existing LLCs to amend their state filings, we recommend that all California LLCs have their operating agreements reviewed by a competent California corporate attorney to ensure that they are in compliance with the RULLCA and that the default provisions do not lead to any unwanted consequences in the case of matters not specifically addressed in the operating agreement.