Brief History of NCCUSL’s Uniform Entity Acts

Note: All articles on Utah’s New LLC Act are in the process of being updated to conform to the changes made before it was enacted in 2014. Please check back to see the revised articles.

Utah’s New LLC Act and the other two ‘Uniform’ entity Acts passed as part of SB 131 by the 2011 Utah Legislature are based on three separate ‘uniform’ Acts promulgated by NCCUSL. [See “What is NCCUSL?“]

Revised Uniform Partnership Act (1997) [RUPA]
Uniform Limited Partnership Act (2001) [ULPA]
Revised Uniform Limited Liability Company Act (2006) [RULLCA]

RUPA’s pedigree starts with the Uniform Partnership Act (“UPA”) in 1914, which was adopted in Utah in about 1916. UPA was revised in 1992–and then became known as the Revised Uniform Partnership Act–which was later amended in 1993, 1994, 1996 and 1997.

ULPA was first promulgated in 1916. ULPA was revised in 1976 to become known as the Revised Uniform Limited Partnership Act (RULPA). It was again revised in 2001 to become known as ULPA (2001). Utah adopted ULPA in 1921; then adopted RULPA in 1990; Utah adopted some amendments in several years since 1990, to make what is current Utah law on limited partnerships.

ULLCA was first promulgated in 1995 by NCCUSL. Due to adoption by only a few states, it was re-written and promulgated again by NCCUSL in 2006 as RULLCA. Utah adopted its own LLC statute in 1991, which was completely re-codified in 2001. That law, with amendments made in several years since 2001, constitutes current Utah law on LLCs.

The 3 pattern ‘uniform’ Acts were each drafted at separate times and by separate committees and advisors. As a consequence, the word “uniform” should not be taken literally. Actually, those three ‘uniform’ Acts are themselves far from uniform–they do not use identical language for similar concepts and they vary among themselves as to several key features. [See “Inconsistencies Among Utah’s 3 New ‘Uniform’ Entity Acts“] Also, each of those three Acts still has some internal inconsistencies.

Due to the separateness of the three drafting committees, some misinformation or misconceptions about what entity data in many states is readily available over the Internet, and the significant time that passed since those three Acts were separately drafted–1997, 2001 and 2006–none of those Acts contemplates the digital/smartphone/data storage revolution that has occurred in recent years or the ease with which data and document images can be accessed 24/7 remotely and instantly via the Internet.