Governing law

  1. Law
  2. Arkansas Code
  3. Business and Commercial Law
  4. Corporations and Associations
  5. Uniform Protected Series Act
  6. General Provisions
  7. Governing law

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The law of this state governs:

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

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

    2. (B) relations among the protected series and:

      1. (i) any associated member;

      2. (ii) the protected-series manager; or

      3. (iii) any protected-series transferee;

    3. (C) relations between any associated member and:

      1. (i) the protected-series manager: or

      2. (ii) any protected-series transferee;

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

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

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

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

    1. (A) the company;

    2. (B) another protected series of the company;

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

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

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

  3. (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:

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

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

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

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

    5. (E) a manager of the company; or

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

  4. (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:

    1. (A) having delivered to the Secretary of State for filing under § 4-37-201(b) a protected series designation pertaining to the protected series or under § 4-37-201(d) or § 4-37-202(c) a statement of designation change pertaining to the protected series;

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

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

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

  5. (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:

    1. (A) the protected series:

      1. (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

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

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


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