This blog, written by Thomas E. Rutledge, focuses primarily on business entity law in Kentucky. Postings on contract law, contractual and statutory construction, and the entity law of other jurisdictions appear as well. There may as well be some random discussions of classical, medieval and renaissance history.
Monday, April 11, 2016
As Amended From Time to Time
Amended From Time to Time
As Amended From Time to Time is my most recent column from the Journal of Passthrough
article considers the impact of an amendment to an LLC Act when the operating
agreement of a particular LLC does not address the issue. Essentially, does the
LLC Act as it existed at the time the operating agreement was adopted continue
to control, or in the alternative are the LLC and its members now bound by the
LLC Act as amended?
This is a complicated question
of statutory interpretation that may be impacted by the wording of any
particular operating agreement. For those reasons, I cannot give a definitive
answer one way or the other. I submit, however, that the most important issue
is to be aware of the question.