California – Changes to Revised Uniform LLC Act

Assembly Bill 506 (Chapter 775) signed by the governor October 11 and effective January 1, 2016 makes changes to the Revised Uniform Limited Liability Company Act (RULLCA) which applies to LLCs formed after January 1, 2014 and to the Revised Uniform Limited Partnership Act (RULPA). A requirement for all LLC members to approve a merger or conversion or amendment of the LLC operating agreement is eliminated. A LLC is required to indemnify an agent to the extent the agent has been successful on the merits in defense or settlement of any claim, issue or matter if the agent acted in good faith and in a manner that the agent reasonably believed to be in the best interests of the LLC and its members . The bill also clarifies that a limited partnership is formed when partners enter into a partnership agreement before or after the filing of a Certificate of Limited Partnership.