Uniform Law Commission
111 N. Wabash Ave., Suite 1010, Chicago, IL 60602
312-450-6600, www.nccusl.org
Contact: Katie Robinson, ULC Communications Officer, Katie.robinson@uniformlaws.org
Nicole Julal, ULC Legislative Counsel, Nicole.julal@uniformlaws.org
For Immediate Release:
New Code Harmonizes Business Entity Acts
July 12, 2011 — A new act approved today by a national law group harmonizes the numerous uniform business entity acts. The Harmonized Uniform Business Organizations Code was approved today by the Uniform Law Commission (ULC) at its 120th Annual Meeting in Vail, Colorado.
The primary purposes of this harmonization project are: (i) to harmonize the language of all of the unincorporated entity laws, and (ii) to revise the language of each of those acts in a manner that permits their integration into a single code of entity laws. States that choose to adopt this new Code will also have the option of including all of their corporation and non-profit corporation acts within the Uniform Code.
The harmonization process involved the revision of the following acts:
- Model Entity Transactions Act
- Model Registered Agents Act
- Uniform Partnership Act (1997)
- Uniform Limited Partnership Act (2001)
- Uniform Limited Liability Company Act (2006)
- Uniform Statutory Trust Entity Act
- Uniform Limited Cooperative Association Act
- Uniform Unincorporated Nonprofit Association Act (2008)
The harmonized version of each of these acts will remain available as stand-alone acts, and can be adopted as such in the states. States can also choose to adopt the entire Business Organization Code as a single Code, or, in states that have adopted one or more of these acts, those states can simply amend the already-enacted acts to harmonize with the others.
Further information on the Harmonized Uniform Business Organizations Code can be found at the ULC’s website at www.uniformlaws.org.
The drafting committee on the Harmonized Uniform Business Organizations Code was chaired by Harry Haynsworth, IV, of Minneapolis, Minnesota. William H. Clark, Jr., of Philadelphia, Pennsylvania, served as the committee’s Vice-Chair. Other committee members included: Anne E. Conaway, Wilmington, Delaware; Thomas E. Geu, Vermillion, South Dakota; Dale G. Higer, Boise, Idaho; James C. McKay, Jr., Washington, DC; Marilyn E. Phelan, Granbury, Texas; William J. Quinlan, Chicago, Illinois; Kevin P.H. Sumida, Honolulu, Hawaii; Justin L. Vigdor, Rochester, New York; David S. Walker, Des Moines, Iowa. Carter Bishop of Boston, Massachusetts, and Daniel S. Kleinberger of St. Paul, Minnesota, served as the committee’s co-reporters.
The Uniform Law Commission, now in its 120th year, comprises more than 350 practicing lawyers, governmental lawyers, judges, law professors, and lawyer-legislators from every state, the District of Columbia, Puerto Rico, and the U.S. Virgin Islands. Uniform law commissioners are appointed by their states to draft and promote enactment of uniform laws that are designed to solve problems common to all the states.
After receiving the ULC’s seal of approval, a uniform act is officially promulgated for consideration by the states, and legislatures are urged to adopt it. Since its inception in 1892, the ULC has been responsible for more than 200 acts, among them such bulwarks of state statutory law as the Uniform Commercial Code, the Uniform Probate Code, the Uniform Partnership Act, and the Uniform Anatomical Gift Act.
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