STYLED BY COMMITTEE ON STYLE, SEPTEMBER 8-9, 2006

REVISED UNIFORM LIMITED LIABILITY COMPANY ACT

drafted by the

NATIONAL CONFERENCE OF COMMISSIONERS

ON UNIFORM STATE LAWS

and by it

APPROVED AND RECOMMENDED FOR ENACTMENT

IN ALL THE STATES

at its

ANNUAL CONFERENCE

MEETING IN ITS ONE-HUNDRED-AND-FIFTEENTH YEAR

HILTON HEAD, SOUTH CAROLINA

July 7-14, 2006

WITH PREFATORY NOTE AND COMMENTS

NATIONAL CONFERENCE OF COMMISSIONERS

ON UNIFORM STATE LAWS

December 4, 2006

ABOUT NCCUSL

The National Conference of Commissioners on Uniform State Laws (NCCUSL), now in its 115^th year, provides states with non-partisan, well-conceived and well-drafted legislation that brings clarity and stability to critical areas of state statutory law.

Conference members must be lawyers, qualified to practice law. They are practicing lawyers, judges, legislators and legislative staff and law professors, who have been appointed by state governments as well as the District of Columbia, Puerto Rico and the U.S. Virgin Islands to research, draft and promote enactment of uniform state laws in areas of state law where uniformity is desirable and practical.

• NCCUSL strengthens the federal system by providing rules and procedures that are consistent from state to state but that also reflect the diverse experience of the states.

• NCCUSL statutes are representative of state experience, because the organization is made up of representatives from each state, appointed by state government.

• NCCUSL keeps state law up-to-date by addressing important and timely legal issues.

• NCCUSL’s efforts reduce the need for individuals and businesses to deal with different laws as they move and do business in different states.

• NCCUSL’s work facilitates economic development and provides a legal platform for foreign entities to deal with U.S. citizens and businesses.

• NCCUSL Commissioners donate thousands of hours of their time and legal and drafting expertise every year as a public service, and receive no salary or compensation for their work.

• NCCUSL’s deliberative and uniquely open drafting process draws on the expertise of commissioners, but also utilizes input from legal experts, and advisors and observers representing the views of other legal organizations or interests that will be subject to the proposed laws.

• NCCUSL is a state-supported organization that represents true value for the states, providing services that most states could not otherwise afford or duplicate.

DRAFTING COMMITTEE ON REVISIONS TO UNIFORM LIMITED LIABILITY COMPANY ACT

The Committee appointed by and representing the National Conference of Commissioners on Uniform State Laws in revising this Act consists of the following individuals:

DAVID S. WALKER, Drake University Law School, 2507 University Ave., Des Moines, IA 50311, Chair

REX BLACKBURN, 1673 West Shoreline Dr., Suite 200, P.O. Box 7808, Boise, ID 83707

ANN E. CONAWAY, Widener University, School of Law, 4601 Concord Pike, Wilmington, DE 19803

DONALD K. DENSBORN, 8888 Keystone Crossing, Suite 1400, Indianapolis, IN 46240-4609

STEVEN G. FROST, 111 W. Monroe St., Suite 1500, Chicago, IL 60603-4080

HARRY J. HAYNSWORTH, IV, 2200 IDS Center, Minneapolis, MN 55402

MICHAEL HOUGHTON, P.O. Box 1347, 1201 N. Market St., 18^th Floor, Wilmington, DE 19899

HARRIET LANSING, 313 Judicial Center, 25 Rev. Dr. Martin Luther King Jr. Blvd., St. Paul, MN 55155

EDWIN E. SMITH, 150 Federal St., 21st Floor, Boston, MA 02110-1726

CARTER G. BISHOP, Suffolk University Law School, 120 Tremont St., Boston, MA 02108-4977, Co-Reporter

DANIEL S. KLEINBERGER, William Mitchell College of Law, 875 Summit Ave., St. Paul, MN 55105, Co-Reporter

EX OFFICIO

HOWARD J. SWIBEL, 120 S. Riverside Plaza, Suite 1200, Chicago, IL 60606, President

DALE G. HIGER, 1302 Warm Springs Ave., Boise, ID 83712 Division Chair

AMERICAN BAR ASSOCIATION ADVISOR

ROBERT R. KEATINGE, 555 17^th St., Suite 3200, Denver, CO 80202-3979

AMERICAN BAR ASSOCIATION SECTION ADVISORS

WILLIAM J. CALLISON, 370 17th St., 2500 Republic Plaza, Denver, CO 80202, ABA Business Law Section Advisor

WILLIAM H. CLARK, JR., One Logan Square, 18^th and Cherry Streets, Philadelphia, PA 19103-6996, ABA Business Law Section Advisor

THOMAS EARL GEU, University of South Dakota, School of Law, 414 Clark St., Suite 214, Vermillion, SD 57069-2390, ABA Real Property, Probate and Trust Law Section Advisor

JON T. HIRSCHOFF, One Landmark Square, Suite 1400, Stamford, CT 06901, ABA Business Law Section Advisor

ROBERT KRAPF, One Rodney Square, 920 King St., P.O. Box 551, Wilmington, DE 19899,

ABA Real Property, Probate and Trust Law Section Advisor

PAUL L. LION, III, 755 Page Mill Rd., Palo Alto, CA 94304-1018, ABA Business Law Section Advisor, California State Bar

SCOTT E. LUDWIG, 200 Clinton Ave. W., Suite 900, Huntsville, AL 35801-4900, ABA Business Law Section Advisor

JOHN R. MAXFIELD, 555 17^th St., Suite 3200, P.O. Box 8749, Denver, CO 80201, ABA Tax Section Advisor

ELIZABETH STONE MILLER, Baylor Law School, 1114 S. University Parks Dr., 1 Bear Pl #97288, Waco, TX 76706, ABA Business Law Section Advisor

SANDRA K. MILLER, Widener University School of Business Administration, One University Place, Chester, PA 19013-5792, ABA Business Law Section Advisor

BARRY B. NEKRITZ, 8000 Sears Tower, 233 S. Wacker Dr., Chicago, IL 60606, ABA Real Property, Probate and Trust Law Section Advisor

THOMAS E. RUTLEDGE, 2000 PNC Plaza, 500 W. Jefferson St., Louisville, KY 40202-2874,

ABA Business Law Section Advisor

EXECUTIVE DIRECTOR

WILLIAM H. HENNING, University of Alabama School of Law, Box 870382, Tuscaloosa, AL 35487-0382, Executive Director

Copies of this Act may be obtained from:

NATIONAL CONFERENCE OF COMMISSIONERS

ON UNIFORM STATE LAWS

211 E. Ontario Street, Suite 1300

Chicago, Illinois 60611

312/915-0195

www.nccusl.org