These are aspects of corporate law that are shared with limited partnerships. A member has the power to bring a derivative legal action on the part of a limited liability company if the those with authority to bring such an action do not take the action in the right of the company. The member must have been a member when the transactions upon which the action are based took place. A pleading must specify the nature of the action with particularity, and proceeds are the company's not the member's. A prevailing member can recover expenses and attorney's fees, however.
Derivative actions come both from limited partnership and corporation law.
The result of the Uniform Act is a very flexible form of business organization that allows the promoters of a limited liability company to establish exactly the kind of company that suits the business at hand. It very much allows organizing the company so that it is a pass through organization for the purposes of federal taxes. A great many states have adopted first generation limited liability company legislation in 1994, the year the Uniform Act is promulgated, but the Uniform Act is the comprehensive, second generation act that should supplant these first generation acts. It also will promote uniformity between the states, a characteristic of business organization law, particularly in the partnership and limited partnership area. The Uniform Law Commissioners have been responsible for the law of partnerships and limited partnerships in the United States since 1914 and 1918, respectively.