21-505. Governing law.

524 words·~2 min read·/ne/chapter-21/21-505

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

The law of this state governs:

(1)the internal affairs of a protected series of a series limited liability company, including:

(A)relations among any associated members of the protected series;

(B)relations among the protected series and:

(i)any associated member;

(ii)the protected-series manager; or

(iii)any protected-series transferee;

(C)relations between any associated member and:

(i)the protected-series manager; or

(ii)any protected-series transferee;

(D)the rights and duties of a protected-series manager;

(E)governance decisions affecting the activities and affairs of the protected series and the conduct of those activities and affairs; and

(F)procedures and conditions for becoming an associated member or protected-series transferee;

(2)the relations between a protected series of a series limited liability company and each of the following:

(A)the company;

(B)another protected series of the company;

(C)a member of the company which is not an associated member of the protected series;

(D)a protected-series manager that is not a protected-series manager of the protected series; and

(E)a protected-series transferee that is not a protected-series transferee of the protected series;

(3)the liability of a person for a debt, obligation, or other liability of a protected series of a series limited liability company if the debt, obligation, or liability is asserted solely by reason of the person being or acting as:

(A)an associated member, protected-series transferee, or protected-series manager of the protected series;

(B)a member of the company which is not an associated member of the protected series;

(C)a protected-series manager that is not a protected-series manager of the protected series;

(D)a protected-series transferee that is not a protected-series transferee of the protected series;

(E)a manager of the company; or

(F)a transferee of a transferable interest of the company;

(4)the liability of a series limited liability company for a debt, obligation, or other liability of a protected series of the company if the debt, obligation, or liability is asserted solely by reason of the company:

(A)having delivered to the Secretary of State for filing under subsection

(b)of section 21-509 a protected-series designation pertaining to the protected series or under subsection

(d)of section 21-509 or subsection

(c)of section 21-510 a statement of designation change pertaining to the protected series;

(B)being or acting as a protected-series manager of the protected series;

(C)having the protected series be or act as a manager of the company; or

(D)owning a protected-series transferable interest of the protected series; and

(5)the liability of a protected series of a series limited liability company for a debt, obligation, or other liability of the company or of another protected series of the company if the debt, obligation, or liability is asserted solely by reason of:

(A)the protected series:

(i)being a protected series of the company or having as a protected-series manager the company or another protected series of the company; or

(ii)being or acting as a protected-series manager of another protected series of the company or a manager of the company; or

(B)the company owning a protected-series transferable interest of the protected series.