On April 1, 2010, Legislative Bill 888, adopting the Nebraska Uniform Limited Liability Company Act (the New LLC Act), was signed into law. The New LLC Act is largely based on the Revised Uniform Limited Liability Company Act (RULLCA), as drafted by the National Conference of Commissioners on Uniform State Laws (NCCUSL) in 2006. The NCCUSL drafted the original Uniform Limited Liability Company Act (ULLCA) in 1992 and adopted it in 1994. The NCCUSL thereafter amended the ULLCA in 1996 as a result of the then newly adopted federal tax “check-the-box” regulations. The RULLCA is the result of three years of drafting by the NCCUSL and represents a comprehensive and integrated limited liability company (LLC) statute that blends the best elements of the 1996 ULLCA and two decades of legal developments related to LLCs.

Members of the Nebraska State Bar Association Business Law Section RULLCA Review Committee (the Review Committee) assisted in drafting the New LLC Act and supported its adoption by the Nebraska Unicameral Legislature. The Review Committee also consulted with two members of the Drafting Committee for RULLCA: David Walker, Dean of Drake University Law School, who was also the chair of such committee, and Daniel Kleinberger, a law professor and author of one of the leading treatises on LLCs. The New LLC Act becomes operative January 1, 2011, but provides a two year grace period so that existing LLCs will not be subject to the New LLC Act until January 1, 2013. Thus, LLCs formed on or after January 1, 2011, will be governed by the New LLC Act, while existing LLCs may elect to be governed by the New LLC Act prior to January 1, 2013, if they so desire.

This Article first discusses the differences between the New LLC Act and Nebraska’s current Limited Liability Company Act (the Current LLC Act). Next, this Article discusses legal questions raised by the New LLC Act and how such questions may be answered. Finally, this Article provides practitioners with useful guidance for practicing law under the New LLC Act.