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Citation: 56 Bus. Law. 2000-2001
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Limited Liability Companies in the Decade
of the 1990s: Legislative and Case Law
Developments and Their Implications
for the Future
By Charles W Murdock*
INTRODUCTION
Limited Liability Companies (LLCs) are now authorized by statute in
all states.' The decade of the 1990s witnessed an unparalleled explosion
of legislative activity in adopting a wide variety of LLC statutes. As one
court has recognized: "The allure of the limited liability company is its
unique ability to bring together in a single business organization the best
features of all other business forms-properly structured, its owners obtain
both a corporate-styled liability shield and the pass-through tax benefits
of a partnership."
2
The origins of LLC statutes were the partnership association statutes
enacted by some states in the 1800s. 3 These statutes never gained popu-
larity, however, and it was not until 1977 that the modern version of the
LLC came into existence with the enactment of legislation by Wyoming.
4
Five years later, Florida 5 followed Wyoming's lead after the Internal Rev-
* Charles W Murdock is a Professor at Loyola University Chicago School of Law where he
formerly served as Dean. He drafted the 1983 Illinois Business Corporation Act and was on
the committee that drafted the Illinois modifications to the Uniform Limited Liability Com-
pany Act. He is the author of a two volume treatise in Business Organizatio