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During the LLC "explosion" of the early 1990s, to provide guidance for the analysis and resolution of issues involved in Grafting LLC legislation, a working group of the American Bar Association's Committee on LLCs, Partnerships and Unincorporated Lntities ("LPUL") drafted a "Prototype Limited Liability Company Act" (the "Prototype Act"), which was published in November 1992. Shortly thereafter the National Conference of Commissioners on Uniform State Laws ("NCCUSL") began work on a Uniform Limited Liability Company Act ("ULLCA"), which was adopted in 1994 and subsequently amended in 1995 and 1996. By the end of 1996 LLC Acts had been adopted in all of the states, in the District of Columbia, and in Puerto Rico and the U.S. Virgin Islands.
On January 1, 1997, the IRS repealed its "Kintner" regulations (classification of business entities as partnerships or corporations for tax purposes) and replaced them with the "check-the-box" classification regime. The Kintner classification regulations were an important and limiting factor in the drafting of LLC legislation. In response to the "check-the-box" changes, ULLCA was revised and many states have amended their LLC Acts. In addition, the LLC has become the fastest growing form of business and investment entity and states have amended their LLC Acts frequently to deal with emerging issues such as single member LLCs, series within an LLC, shelf LLCs, subsidiary style LLCs, conversions, and domestications.
As a result, in early 2000, LPUL undertook the task of updating the Prototype LLC Act. The Revised Prototype LLC Act draws upon a number of sources and is intended to supplement other sources of statutory drafting, including NCCUSLs Revised Uniform Limited Liability Company Act ("RULLCA"), released in 2006 for adoption by the states, and the LLC Acts of bellwether states such as Delaware, Virginia, and Colorado. The Revised Prototype LLC Act will be an ongoing or "evergreen" project, and will be updated regularly to reflect changes in tax law, developments in case law, changes in the law applicable to other unincorporated business entities, academic commentary, and the adoption by states of innovative and constructive LLC legislation.
LPUE recognizes that most states have developed their LLC statutes over a period of years and that many businesses and practitioners in those states are comfortable with the current law. Over the.
