Limitations on liability

  1. Law
  2. Arkansas Code
  3. Business and Commercial Law
  4. Corporations and Associations
  5. Uniform Protected Series Act
  6. Limitation on Liability and Enforcement of Claims
  7. Limitations on liability

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  1. (a) A person is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of:

    1. (1) a protected series of a series limited liability company solely by reason of being or acting as:

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

      2. (B) a member, manager, or a transferee of the company; or

    2. (2) a series limited liability company solely by reason of being or acting as an associated member, protected-series manager, or protected-series transferee of a protected series of the company.

  2. (b) Subject to § 4-37-404, the following rules apply:

    1. (1) A debt, obligation, or other liability of a series limited liability company is solely the debt, obligation, or liability of the company.

    2. (2) A debt, obligation, or other liability of a protected series is solely the debt, obligation, or liability of the protected series.

    3. (3) A series limited liability company is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of a protected series of the company solely by reason of the protected series being a protected series of the company or the company:

      1. (A) being or acting as a protected-series manager of the protected series;

      2. (B) having the protected series manage the company; or

      3. (C) owning a protected-series transferable interest of the protected series.

    4. (4) A protected series of a series limited liability company is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the company or another protected series of the company solely by reason of:

      1. (A) being a protected series of the company;

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

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


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