Indiana Business Law Blog

In the next few days, I'll get back to the discussion of the basics of limited liability companies, but first I want to mention a bill that has been introduced in the Indiana General Assembly that takes on an advanced, cutting-edge topic: the low-profit, limited liability company or "L3C." The bill is Senate Bill 501, authored by Sen. Brandt Hershman (R-Lafayette).

The L3C is a new variation on a limited liability company. The primary purpose of the L3C is to pursue a charitable mission, with the generation of a profit being a secondary purpose. The L3C is not, itself, a tax exempt organization. Instead, it is intended to be a vehicle that can attract both private capital and philanthropic investments to address issues such as low income housing.

Why? Primarily because the L3C is designed to be eligible for program related investments from private foundations. A program related investment is an alternative to a traditional philanthropic grant. An example of the use of program related investments in Indiana is the support of charter schools by the Annie E. Casey Foundation.

You can read more about L3C's from Americans for Community Development.

Continue reading "Indiana General Assembly Report: L3C Bill Introduced" »

Senate Bill 348, introduced earlier this month by Senators Lindel Hume (D-Princeton, IN) and Lonnie Randolph (D-East Chicago, IN), would create a Small Business Assistance Team charged with, among other things:

• Coordinating and streamlining Indiana's efforts to encourage the creation and growth of small businesses.


• Assisting small businesses to gain access to capital.


• Working with state agencies to streamline permitting processes.


• Serving as a one-stop point of contact between small businesses and the state.


• Assist in identifying and publicizing grants, loans, and the like that are designed to assist small businesses.


• Assist small businesses in identifying state procurement opportunities.


• Establish a web site that will provide one-stop access to state-level information and resources for small businesses.

Several other senators have signed on to the bill, including Senators Arnold, Breaux, Lanane, Mrvan, Rogers, Simpson, Skinner, Tallian, Taylor, and R. Young.

Continue reading "Indiana General Assembly Report: Small Business Assistance Team Proposed" »

As things stand today, the Indiana "do not call" list maintained by the Consumer Protection Division of the Office of the Attorney General applies only to residential telephone listings. Once a number is placed on the list, the state statute prohibits telephone solicitors from making telephone sales calls to that number.

On January 12, Senator Dennis Kruse (R-Auburn) introduced Senate Bill 436 which would allow business telephones to be included on the "do not call" list. In addition, the "do not call" protection would be extended to certain wireless telephones. If the bill passes, it will take effect with the list published for the quarter beginning October 1, 2011.

Continue reading "Indiana General Assembly Report: Businesses may soon be eligible for the "do not call" list" »

A bill has been introduced in the Indiana General Assembly to replace the Indiana Business Flexibility Act, Indiana's statute that governs limited liability companies (LLCs), with the Revised Uniform Limited Liability Company Act (RULLCA). Senate Bill 180 was introduced by Senator Vi Simpson (D-Ellettsville) on January 5. A similar bill may be introduced in the House by Representative Ralph Foley (R-Martinsvlle).

At the moment, it's not clear (at least to me) whether adopting the RULLCA in Indiana would be a good thing or a bad thing. Although uniformity among state laws can be beneficial, in our experience the Indiana Business Flexibility Act works very well. I understand that the Indiana Business Law Survey Commission, a group of experts who advise the General Assembly on business and commercial topics, already planned to review the LLC statute later this year. I think the best course of action would be for the General Assembly to give the Commission time to study the question and to determine the effect on Indiana businesses before making significant changes to the Indiana LLC statute.

About the RULLCA.

The RULLCA is one of the many "uniform laws" that are written and published by the National Conference of Commissioners on Uniform State Laws (NCCUSL). The name uniform "law" is a bit misleading because uniform laws are not really laws at all, and the NCCUSL has no legal authority to create laws. The NCCUSL is a nonprofit, unincorporated organization, and the uniform laws are a set of model statutes that are intended to promote uniformity among state laws, but they have no legal effect until they are adopted by state legislatures, one by one. In 1995, the NCCUSL adopted the Uniform Limited Liability Company Act, but it was not well received, and it was adopted by only a few states. In 2006, the NCCUSL adopted a new version, the RULLCA. In the meantime, the states have gone their own ways, with each having some sort of LLC statute. The statutes are all similar fundamentally, but they vary significantly in the details. A few states have adopted the RULLCA, but it is not yet clear how many will ultimately do so.

Continue reading "Indiana General Assembly Report: Proposed Changes to Limited Liability Company Statute" »