As you remember, RUPA provides that each member has equal rights in management of the partnership. However, many state LLC statutes (including Florida and Delaware) provide that management of the LLC is based pro rata on the amount of contributions that a member has made.

Take a simple example: A and B form the AB General Partnership and C and D form the CD LLC. A and C contribute 70k to their respective business and B and D contribute 30k to their respective business. Under RUPA, A and B have equal control despite the unequal contributions. Under Florida/Delaware law, C has 70% voting power and D has 30% voting power based on their contributions.

If you were a state legislator tasked with drafting a new LLC statute, would you follow the RUPA rule (which some states do) or the Florida/Delaware LLC rule? Why? Why do you think many states do not follow the RUPA management rule for LLCs?