LLC law is changing on January 1st. Is your LLC ready for the new year?

If you are a member or manager of an LLC you should know that California has adopted the California Revised Uniform Limited Liability Company Act (“RULLCA”, full text here which replaces current LLC law.  RULLCA will take effect on January 1 and applies to all existing California LLCs and foreign LLCs registered with the Secretary of State.  RULLCA should bring California LLC law more in line with the LLC laws of other states, making it easier for multi-state businesses to operate in California, but RULLCA includes a number of substantive changes, including:

  • More detail regarding withdrawal and the consequences of withdrawal of a member from an LLC;
  • Establishes that all LLCs are member managed unless your articles specifically state that it is manager managed;
  • Establishes detailed rules regarding fiduciary duties of members and managers;
  • The operating agreement will govern even more of the powers, rights, privileges, duties, obligations and activities of the members, the managers and the LLC itself; and
  • RULLCA also includes a list of provisions in the law that an operating agreement cannot change.

In light of these changes and others all LLCs should consider having their operating agreement reviewed to make sure it complies with the new law and that it will still function the way the LLC members want it to under the new law.

If you are interested in having Integrated General Counsel review your current operating agreement to see how well it complies with the new law contact us about our LLC Checkup.  We can be reached at

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