Contributing editor Thomas E. Geu (South Dakota) and co-author James B. Dean have a new article, The New Uniform Limited Cooperative Association Act: A Capital Idea For Principled Self-Help Value Added Firms, Community-Based Economic Development, And Low-Profit Joint Ventures, 44 Real Prop. Tr. & Est. L.J. 55 (2009).
Gary Rosin
Delaware recently amended several of its alternative business entity statutes. The amendments show that Delaware continues to make the statutory framework governing unincorporated business entities flexible and business friendly. The recent amendments affect the Delaware Limited Liability Company Act (DLLCA), the Delaware Revised Uniform Limited Partnership Act (DRULPA) and the Delaware Revised Uniform Partnership Act (DRUPA). The amendments became effective August 1, 2009. One such amendment codifies the doctrine of independent legal significance, developed in Delaware corporation law, to apply to alternative business entities. For an excellent review of the many amendments, see Delaware Amends Alternative Entity Statutes.
Donald Scotten
Update: The Selected Statutes page (see the right-hand column) has links to the amended versions of Delaware statutes. GR
The California legislature is considering a bill that would expand the permissible uses of LLCs. Presently, the California LLC Act allows LLCs to engage in any lawful business except banking, insurance, trust company business, or the offering of professional services for which a license, certification or registration is required, unless expressly authorized under other statutory provisions. The bill under consideration would allow an individual or a business providing services as a contractor to form and operate as an LLC. In addition, this bill would authorize the State Contractors’ License Board to issue a contractor’s license to an LLC. More information can be found on the California Franchise Tax Board’s website.
Posted by Donald Scotten
EIRLs: France Adopts Limited Liabiity Sole Propreitorship
Monday, March 7th, 2011Last year, France adopted legislation allowing sole proprietors to form an EIRL–”Entrepreneur individuel à responsabilité limitée”. LOI n° 2010-658 du 15 juin 2010 relative à l’entrepreneur individuel à responsabilité limitée. From my little-used college French, and the literal Google ® translation, the law requires a public filing of a Declaration of Trust identifying assets–and their values–dedicated to the business, as well as annual reports.
My correspondent, Tadas Klimas, from Lithuania, also sends along this link to the Google ® translation of a post discussing EIRLs on Themis, “le blog sur la justice, la loi et l’équité” (original post).
For a law establishing a new unincorporated business entity, the EIRL law is astonishingly brief. The law limits post-filing creditors of the business to declared business assets, but I couldn’t find anything about limiting distributions to, or the rights of personal creditors of, the sole proprietor.
As Grace Potter of Grace Potter and the Nocturnals sings, “If I were from Paris / I would say / Oooh la la la la la la.”
posted by Gary Rosin
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