LD 1609, Page 4 - 122th Legislature, FIRST SPECIAL Session

successful completion of this project would not have been possible:

Edward S. Merrill of Walnut Creek, California, Gregory P.L. Pierce

of Chicago, Illinois, Paul L. Lion, III, of San Jose, California,

Professor Robert W. Hillman of the University of California at

Davis School of Law, John Goode of Richmond, Virginia, Ronald H.

Wilcomes of New York, New York, Professor Gary S. Rosin of the

South Texas College of Law, James F. Fotenos of San Francisco,

California, and Joel S. Adelman of Detroit, Michigan (who also was

a member of the original ABA subcommittee). The Drafting Committee

also would like to express its appreciation to the members of the

ABA Committee on Partnerships and Unincorporated Business

Organizations, and its chairs, Thurston R. Moore of Richmond,

Virginia, and John H. Small of Wilmington, Delaware, for all the

time and effort they devoted to this project, and to that

Committee's special Subcommittee on the Revised Uniform Partnership

Act, the chairs of that subcommittee, Lauris G.L. Rall of New York,

New York, and Gerald V. Niesar of San Francisco, California, and

its members, in particular, Robert R. Keatinge of Denver, Colorado,

Professor Larry E. Ribstein of the George Mason University School

of Law, and Anthony van Westrum of Denver, Colorado. Each of these

individuals added immeasurably to the Drafting Committee's

discussion and consideration of both the major policy issues and

the technical drafting issues raised by the Act.

Addendum

In 1995, the Conference appointed a Drafting Committee to add
provisions to RUPA authorizing the creation of a new form of
general partnership called a limited liability partnership (LLP).
At the time RUPA was first approved in 1992, only two states had
adopted limited liability partnership legislation. By the time
the LLP amendments to RUPA were approved by the Conference at the
1996 Annual Meeting, over forty states had adopted limited
liability partnership provisions to their general partnership
statutes.

The LLP amendments to RUPA deal with four major issues: (1)
scope of a partner's liability shield; (2) the voting requirement
to become an LLP; (3) the effect of becoming an LLP on the
partnership agreement; and (4) the annual filing requirement.

1. Scope of a Partner's Liability Shield

The amendments to add LLP provisions to RUPA include a new
Section 306(c) providing for a corporate-styled liability shield
which protects partners from vicarious personal liability for all
partnership obligations incurred while a partnership is a limited
liability partnership. The complete liability shield comports
with the modern trend among the states. Most states, however,

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