The Revised Uniform Limited Liability Act


CLE Credits earned: 2 GENERAL (or 2 LAW & LEGAL for WA state)

The first Uniform Limited Liability Company Act (“ULLCA”) is now 25 years old. It was conceived in 1992 and completed in 1994. The original Act relied heavily on the Revised Uniform Partnership Act and the Revised Uniform Limited Liability Partnership Act, as well as the Model Business Corporation Act. A lot has changed in the intervening 25 years.

This course will present an overview of the ULLCA and point out the parts of the Act which significantly change its predecessors. These changes include accommodation of the IRS “check the box” rule, new provisions addressing fiduciary duty, and several other new provisions. You will also get an update on which states have adopted the new statute. Finally, we will briefly discuss some of the variations we are seeing among the states, e.g., Delaware’s series LLC.

This course is co-sponsored by the Federal Bar Association.

Key topics to be discussed:

•   New tax provisions which impact LLCs
•   Elimination of the “shelf” LLC
•   Replacing the “ordinary care/business judgment rule” with a duty to refrain from grossly negligent, intentional, or reckless conduct
•   Treatment of charging orders with regard to a single member LLC
•   An update on the adoption of the new statute
•   A brief look at some state variations

Date / Time: February 15, 2019

•   9:30 am – 11:30 am Eastern
•   8:30 am – 10:30 am Central
•   7:30 am – 9:30 am Mountain
•   6:30 am – 8:30 am Pacific

Choose a format:

•   Live Video Broadcast/Re-Broadcast: Watch Program “live” in real-time, must sign-in and watch program on date and time set above. May ask questions during presentation via chat box. Qualifies for “live” CLE credit.
•   On-Demand Video: Access CLE 24/7 via on-demand library and watch program anytime. Qualifies for self-study CLE credit. On-demand versions are made available 7 business days after the original recording date and are view-able for up to one year.

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Select your state to see if this class is approved for CLE credit.

Choose the format you want.


Original Broadcast Date: February 15, 2019

Kenneth Sprang, Esq. is the managing member of Washington International Business Counsel, LLC, based in Philadelphia, Pennsylvania with a remote office in Washington, DC. The firm is a business boutique, providing a full range of services for businesses of various sizes. Ken represents U.S. and foreign clients in general business, corporate, labor relations, employment and real estate matters. He also serves as general counsel to several small companies.

Ken’s clients include a manufacturer of isostatic presses, a family of restaurants, an HR company providing HR information to small businesses, an online gaming company, a real estate developer, physicians, architects and and multiple investment banking type companies.
Corporate work includes forming new companies, both LLCs and corporations, functioning as corporate secretary, and providing counsel in corporate governance; counseling businesses in regulatory compliance, intellectual property, immigration, merger and acquisition activities and other business matters; and reviewing, negotiating, and drafting various contracts.

Labor and employment work includes regularly advising clients regarding employee benefits and other employment matters; defending employers in employee initiated claims; drafting employee handbooks and HR policies; labor arbitration and collective bargaining, and counseling employers in labor relations, discrimination, employment law, employee benefits, and HR matters. Ken also conducts frequent webinars on both business and labor and employment topics.

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Section I. An overview of the evolution of the current statute

Section II. Discussion of some of the problems which the new statute seeks to address

Section III. An overview of the new uniform act

Section IV. A closer look at the major changes between the last version and the current one

Section V. A brief look at some current issues affecting LLCs