Rullca Section 301-the Fortunate Consequences (and Continuing Questions) Of Distinguishing Apparent Agency And Decisional Authority

摘要

The Revised Uniform Limited Liability Company Act ("RULLCA"), finalized in 2006, adopts a unique formulation rejecting statutory apparent agency authority on behalf of the company. Further, in the member-managed limited liability company, it separates inter se decisional authority from the ability to bind the entity. We trace the history of this development in what is now the dominant form of business organization, explain the objectives and operation of section 301 of RULLCA and its relationship to those provisions addressing inter se decisional authority, and discuss the transition issues that will be faced in a state that adopts RULLCA after having followed the traditional member-managed versus manager-managed paradigm.