The Unified Business Organizations Code: The Next Generation

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Delaware Journal of Corporate Law, Vol. 29, No. 1, pp. 83-127, 2004

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Harry J. Haynsworth
Code; Delaware; Journal; Corporate; Law; Business; Organization
paper description
The current proliferation of the number of business forms has become a source of increasing confusion. The situation is worsened by virtue of the significant differences among state business organization statutes. Uniform and Model Acts have generally been drawn up on a form-by-form basis, and attempts at promulgation have resulted in spotty and non-uniform adoption by the states, resulting in possible traps for the unwary. In response to this problem, this article proposes a unified business code that would harmonize in a hub administration portions of various business organization statutes, while maintaining essential distinctive elements of the various forms in spoke sections. Despite the many difficulties involved, including a necessary high degree of cooperation between the National Conference of Commissioners on Uniform State Laws, the American and state bar associations, and state and tax officials, the author concludes that the goal of a unified business organizations code is a worthy pursuit.