Resolution Adopted by the Partnership and
Unincorporated Business Organization Committee

March 24,1995 - San Antonio, Texas

Whereas, the National Conference of Commissioners 
on Uniform State Laws (NCCUSL) in August, 1994 
promulgated the Uniform Limited Liability Company Act 
(ULLCA); and

Whereas, the Subcommittee on Limited Liability 
Companies of the Partnerships and Unincorporated 
Business Organizations Committee has reviewed several 
drafts of ULLCA and several of the Subcommittee's 
members have served as advisors to the NCCUSL ULLCA 
Drafting Committee; and

Whereas, the efforts of various members of the 
Subcommittee on Limited Liability Companies have 
resulted in numerous technical and style improvements 
in ULLCA since the dissemination of the August, 1994 
Final Draft; and

Whereas, there are good faith differences of 
opinion concerning some of the policy decisions 
incorporated in ULLCA and the manner in which many of 
the sections of ULLCA are drafted; and

Whereas, the policy differences and drafting 
issues can and should be debated and resolved by the 
various states when ULLCA is introduced as proposed 
legislation; and

Whereas, it is not possible to have a draft of a 
complex statute like ULLCA with which everyone can 
agree with every provision; and

Whereas, the current draft of ULLCA, dated March 
8, 1995, represents a substantial improvement over the 
prior drafts, and

Whereas, it will be possible to make additional 
amendments to ULLCA based on the amendments approved by 
states that enact it and it is anticipated that the 
Joint Editorial Board for Unincorporated Business 
Organizations and this Committee will have significant 
input into any such proposed amendments; 

NOW THEREFORE, BE IT RESOLVED, that the 
Partnerships and Unincorporated Business Organizations 
Committee recommends that the Council of the Business 
Law Section instruct the Section's delegates to the ABA 
House of Delegates to vote in favor of the following 
motion:

     BE IT RESOLVED, That the American Bar 
     Association approves the Uniform Limited Liability 
     Company Act (1994) promulgated in 1994 by the 
     National Conference of Commissioners on Uniform 
     State Laws as an appropriate Act for those states 
     desiring to adopt the substantive law suggested 
     therein.

This recommendation is made with the qualification that 
(i) such approval is not an endorsement of all of the 
provisions of the ULLCA and (ii) the ULLCA should not 
be adopted by a state without careful review. It is 
further understood and agreed that the Advisors' Report 
on the Uniform Limited Liability Company Act submitted 
on March 13, 1995 shall be attached to and become part 
of this resolution.