21-535. Governing law.
519 words·~2 min read·
/ne/chapter-21/21-535A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
The law of the jurisdiction of formation of a foreign series limited liability company governs:
(1)the internal affairs of a foreign protected series of the company, including:
(A)relations among any associated members of the foreign protected series;
(B)relations between the foreign 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 foreign 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)relations between the foreign protected series and:
(A)the company;
(B)another foreign protected series of the company;
(C)a member of the company which is not an associated member of the foreign protected series;
(D)a foreign protected-series manager that is not a protected-series manager of the protected series;
(E)a foreign protected-series transferee that is not a foreign protected-series transferee of the protected series; and
(F)a transferee of a transferable interest of the company;
(3)except as otherwise provided in sections 21-521 and 21-523 , the liability of a person for a debt, obligation, or other liability of a foreign protected series of a foreign 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 foreign protected series;
(B)a member of the company which is not an associated member of the foreign protected series;
(C)a protected-series manager of another foreign protected series of the company;
(D)a protected-series transferee of another foreign protected series of the company;
(E)a manager of the company; or
(F)a transferee of a transferable interest of the company; and
(4)except as otherwise provided in sections 21-521 and 21-523 :
(A)the liability of the foreign series limited liability company for a debt, obligation, or other liability of a foreign protected series of the company if the debt, obligation, or liability is asserted solely by reason of the foreign protected series being a foreign protected series of the company or the company:
(i)being or acting as a foreign protected-series manager of the foreign protected series;
(ii)having the foreign protected series manage the company; or
(iii)owning a protected-series transferable interest of the foreign protected series; and
(B)the liability of a foreign protected series for a debt, obligation, or other liability of the company or another foreign protected series of the company if the debt, obligation, or liability is asserted solely by reason of the foreign protected series:
(i)being a foreign protected series of the company or having the company or another foreign protected series of the company be or act as foreign protected-series manager of the foreign protected series; or
(ii)managing the company or being or acting as a foreign protected-series manager of another foreign protected series of the company.