Why Arkansas Should Adopt the Revised Uniform Limited Liability Company Act

In 1993 The Small Business Entity Tax Pass Through Act for the first time authorized the organization of limited liability companies (LLCs) in Arkansas. This Act, which will be referred to in this article as the Arkansas LLC Act notwithstanding its unique actual name, has been subsequently amended more than once to remove some of the ambiguities created by the initial legislation. In August 1994, the National Conference of Commissioners on Uniform State Laws (NCCUSL) promulgated a Uniform Limited Liability Company Act (ULLCA). Unfortunately for proponents of uniformity, the ULLCA was introduced after most states (including Arkansas) had already enacted LLC legislation, and the statute never gained the prominence achieved by many other uniform business statutes promulgated by NCCUSL. In 2003, NCCUSL initiated a project to amend and update ULLCA, a project that has often been referred to as the ReUCCLA or RULLCA. This article begins with a review of the current state of law relative to Arkansas LLCs, with a particular focus on potentially problematic provisions in our existing statute. It then provides a general overview of RULLCA, with emphasis on points of similarity and incongruence with our existing LLC Act. Finally, it offers reasons why RULLCA offers advantages that justify the adoption of yet another new business statute in this state