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March 30, 2016

As Amended from Time to Time

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by Thomas E. Rutledge

I often read operating agreements that provide, inter alia, that the operation and management of the LLC will be governed by the operating agreement and, where the operating agreement is silent, by the LLC Act “as amended from time to time.” At least two questions follow, namely what are the implications of, in effect, incorporating by reference future changes in the law, and what would be the implications of adopting a contrary rule, in effect defining the “LLC Act” as that “in effect on the initial effective date of the Operating Agreement.”

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