Tuesday, December 2, 2008

LLC Laws

Question:

In the class review we discussed ND law and Delaware law for LLCs. Will we be expected to compare them literally, or is there another context or limited subject application?

Answer:

That was in the context of Class 22 -- LLC Expulsion. The basic point of what I wanted you to know is that the Delaware LLC law is very hands-off (i.e., has few default rules), so Delaware LLCs should have extensive planning and detailed operating agreements. Of course, planning and good operating agreements should be part of any LLC formation, but because Delaware doesn't fill in the blanks as much, more rules must be specified. The ULLCA (and North Dakota law) have more detailed rules for dissolution than Delaware, which means it is easier to use "off-the-rack."

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