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Haynsworth Memo 6-17-08 1 (June 17, 2008)

handle is hein.nccusl/nccpub01083 and id is 1 raw text is: MEMORANDUM TO: Commissioners FROM: Harry I. Haynsworth, Chair Record Owners of Business Organizations Drafting Committee Project R%% DATE: June 17, 2008 RE: Proposed Amendments to the Uniform Limited Liability Company Act (2006) This Drafting Committee project was approved by the Executive Committee in July 2007. The basic charge to the Committee was to draft amendments to all the uniform unincorporated business entity acts that require the filing of a certificate or articles of organization in the office of the Secretary of State as part of their formation to deal with issues raised by proposed legislation co-sponsored by Senators Carl Levin (D-MI), Norm Coleman (R- MN) and Barack Obama (D-IL) that would mandate the filing of business entity beneficial ownership information in the office of the Secretary of State to be made available to law enforcement officials. This proposed federal legislation, which was officially introduced on May 1, 2008 as S. 2956 and referred to the Committee on Homeland Security and Governmental Affairs, was based on claims by several federal and international law enforcement agencies that the lack of business entity ownership information in state filing records impeded law enforcement efforts in combating terrorism, money laundering, and other criminal activities. What business entity documents are filed and the content of those documents has always been dealt with by state business entity statutes. An important objective of this drafting project is to continue this state law nexus by crafting amendments to the existing state business entity acts that would effectively address the legitimate concerns of law enforcement officials and therefore make federal legislation unnecessary. The ABA Committee on Corporate Laws, which has promulgated the Model Business Corporation Act (MBCA), also established a Task Force in 2007 to draft amendments to the MBCA in response to this proposed federal legislation. The Chair and Reporter of that Task Force is also the Reporter of this NCCUSL Drafting Project. A second major objective is to have a coordinated set of amendments to both the unincorporated entity acts and the MBCA. At the 2008 NCCUSL Annual Meeting only the proposed amendments to the Uniform Limited Liability Company Act (2006) will be read and discussed. Since the proposed amendments to the other unincorporated business entity acts (Uniform Partnership Act (1997), Uniform Limited Partnership Act (2001), the Uniform Limited Cooperative Association Act (2007), and the proposed Uniform Statutory Entity Trust Act) will all follow the same pattern, discussion of the limited liability company act amendments at this annual meeting should be sufficient to get helpful advice and direction from the floor on all the essential policy and drafting issues. 2192537vl

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