¶ B01
Introduction
Purpose of the appendix. This appendix sets the three statutes that shape most American LLC law side by side, topic by topic, with section references. The three are the Uniform Limited Liability Company Act of 1996, its successor (the Uniform Limited Liability Company Act (2006) (Last Amended 2013), called in this treatise the Revised Uniform Act or RULLCA), and the Delaware Limited Liability Company Act. A fourth table compares the Uniform Protected Series Act (2017) with the series provisions of the Delaware Act. The tables are a finding aid. Each row gives the section number in each statute and a short statement of the difference that matters in practice. The text of each chapter cited in the right-hand column carries the full analysis and the case law.
Why the 1996 Act still matters. The 1996 Act has been replaced in most of the jurisdictions that adopted it, but it remains in force in a few states, and its concepts (the distributional interest, the at-will and term company, the statutory buyout on dissociation and statutory apparent authority) still appear in older operating agreements and in the case law those states produced. A lawyer reading an agreement drafted in the late 1990s, or a decision from Hawaii, South Dakota or West Virginia, needs the 1996 section numbers. The Revised Uniform Act abandoned each of those four concepts. Chapter 2 traces the history. See supra ¶¶ 220, 230.
Texts used and citation conventions.
- Revised Uniform Act. References are to the final text approved by the Uniform Law Commission at its 2013 annual meeting and published as the Uniform Limited Liability Company Act (2006) (Last Amended 2013). The 2013 harmonization renumbered parts of the 2006 text. Table B-2 gives the 2006 numbers for the sections that moved, because several states (Iowa, Nebraska, Idaho before its 2015 recodification, and the District of Columbia) enacted the 2006 numbering.
- 1996 Act. References are to the section numbers of the 1996 uniform text as they appear in two enactments that follow the uniform numbering: Haw. Rev. Stat. ch. 428 (1996 Haw. Sess. Laws ch. 92) and W. Va. Code ch. 31B (1996). Thus "ULLCA (1996) § 409" corresponds to Haw. Rev. Stat. § 428-409 and W. Va. Code § 31B-4-409. Where either state departs from the uniform text, the note says so.
- Delaware. References are to Del. Code Ann. tit. 6, ch. 18, as amended through 85 Del. Laws c. 280 (2026). The Delaware Act runs from Subchapter I through Subchapter XII (statutory public benefit LLCs, §§ 18-1201 to 18-1208).
- Uniform Protected Series Act. References are to the section numbers of the 2017 act as enacted in W. Va. Code ch. 31B, art. 14.
How to read a row. A blank cell never appears. Where a statute has no provision on the topic, the cell reads "None", and the note explains whether the gap is filled by another rule (for example, the common law of agency, or the operating agreement). "Default" means a rule the operating agreement may change; "mandatory" means a rule it may not. The Revised Uniform Act lists its mandatory rules in § 105(c), and the 1996 Act lists its rules in § 103(b). Delaware has no single list; its mandatory rules are scattered through the Act and gathered in Chapter 3. See supra ¶¶ 320, 330.
Variation among adopting states. No state enacted either uniform act without change. Florida, Arizona, North Dakota, Illinois and others made substantial departures, and Wyoming describes its 2010 act as complying with the Revised Uniform Act "in part and with exceptions and changes." A row in these tables states the uniform rule. Before relying on it in a given state, the reader must check the enacted text. Table B-10 lists the principal enactments with their citations.