Title 4, Business and Commercial Law

(1) 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 pro…

(a) Except as otherwise provided in this section and subject to § 4-37-107 and § 4-37-108, the operating agreement of a series limited liability company governs:(1) the internal affairs of a protected series, including:(A) relations among any associated members of the protected s…

(a) An operating agreement may not vary the effect of:(1) this section;(2) section 4-37-103;(3) section 4-37-104(a);(4) section 4-37-104(b) to provide a protected series a power beyond the powers the Uniform Limited Liability Company Act, § 4-38-101 et seq., provides a limited li…

(a) Except as otherwise provided in subsection (b) and § 4-37-107, the following rules apply in applying § 4-37-106, § 4-37-304(c) and § 4-37-304(f), § 4-37-501(4)(A), § 4-37-502(a), and § 4-37-503(2):(1) a protected series of a series limited liability company is deemed to be a …

(a) With the affirmative vote or consent of all members of a limited liability company, the company may establish a protected series. (b) To establish a protected series, a limited liability company shall deliver to the Secretary of State for filing a protected series designation…

(a) Except as otherwise provided in subsection (b), the name of a protected series must comply with § 4-38-112. (b) The name of a protected series of a series limited liability company must:(1) begin with the name of the company, including any word or abbreviation required by § 4…

(a) The registered agent in this state for a series limited liability company is the registered agent in this state for each protected series of the company. (b) Before delivering a protected series designation to the Secretary of State for filing, a limited liability company sha…

(a) A protected series of a series limited liability company may be served with a process, notice, demand, or other record required or permitted by law by:(1) serving the company;(2) serving the registered agent of the protected series; or(3) other means authorized by law of this…

(a) On request of any person, the Secretary of State shall issue a certificate of good standing for a protected series of a series limited liability company or a certificate of registration for a foreign protected series if:(1) in the case of a protected series:(A) no statement o…

(a) In the annual report required by § 26-54-105, a series limited liability company shall include the name of each protected series of the company:(1) for which the company has previously delivered to the Secretary of State for filing a protected series designation; and(2) which…

(a) Only an asset of a protected series may be an associated asset of the protected series. Only an asset of a series limited liability company may be an associated asset of the company. (b) An asset of a protected series of a series limited liability company is an associated ass…

(a) Only a member of a series limited liability company may be an associated member of a protected series of the company. (b) A member of a series limited liability company becomes an associated member of a protected series of the company if the operating agreement or a procedure…

(a) A protected-series transferable interest of a protected series of a series limited liability company must be owned initially by an associated member of the protected series or the company. (b) If a protected series of a series limited liability company has no associated membe…

(a) A protected series may have more than one protected-series manager. (b) If a protected series has no associated members, the series limited liability company is the protected-series manager. (c) Section 4-37-108 applies to determine any duties of a protected-series manager of…

(a) A member of a series limited liability company which is not an associated member of a protected series of the company has a right to information concerning the protected series to the same extent, in the same manner, and under the same conditions that a member that is not a m…

(a) A person is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of:(1) a protected series of a series limited liability company solely by reason of being or acting as:(A) an associated member, series manager, or …

(a) Except as otherwise provided in subsection (b), a claim seeking to disregard a limitation in § 4-37-401 is governed by the principles of law and equity, including a principle providing a right to a creditor or holding a person liable for a debt, obligation, or other liability…

(1) Section 4-38-503 applies to a judgment creditor of:(1) an associated member or protected-series transferee of a protected series; or(2) a series limited liability company, to the extent the company owns a protected-series transferable interest of a protected series. (1) an as…

(a) In this section:(1) “Enforcement date” means 12:01 a.m. on the date on which a claimant first serves process on a series limited liability company or protected series in an action seeking to enforce under this section a claim against an asset of the company or protected serie…

(1) A protected series of a series limited liability company is dissolved, and its activities and affairs must be wound up, only on the:(1) dissolution of the company;(2) occurrence of an event or circumstance the operating agreement states causes dissolution of the protected ser…

(a) Subject to subsections (b) and (c) and in accordance with § 4-37-108:(1) a dissolved protected series shall wind up its activities and affairs in the same manner that a limited liability company winds up its activities and affairs under § 4-38-702, subject to the same require…

(1) If a series limited liability company that has been administratively dissolved is reinstated, or a series limited liability company that voluntarily dissolved rescinds its dissolution:(1) each protected series of the company ceases winding up; and(2) section 4-38-202 applies …

(1) In this subchapter:(1) “After a merger” or “after the merger” means when a merger under § 4-37-604 becomes effective and afterwards.(2) “Before a merger” or “before the merger” means before a merger under § 4-37-604 becomes effective.(3) “Continuing protected series” means a …

(1) A protected series may not:(1) be an acquiring, acquired, converting, converted, merging, or surviving entity;(2) participate in a domestication; or(3) be a party to or be formed, organized, established, or created in a transaction substantially like a merger, interest exchan…

(1) A series limited liability company may not be:(1) an acquiring, acquired, converting, converted, domesticating, or domesticated entity; or(2) except as otherwise provided in § 4-37-604, a party to or the surviving company of a merger. (1) an acquiring, acquired, converting, c…

(1) A series limited liability company may be party to a merger in accordance with § 4-38-1021, this section, and § 4-37-605 through 4-37-608 only if:(1) each other party to the merger is a domestic limited liability company; and(2) the surviving company is not created in the mer…

(1) In a merger under § 4-37-604, the plan of merger must:(1) comply with § 4-38-1021; and(2) state in a record:(A) for any protected series of a non-surviving company, whether after the merger the protected series will be a relocated protected series or be dissolved, wound up, a…

(1) In a merger under § 4-37-604, the statement of merger must:(1) comply with § 4-38-1025; and(2) include as an attachment the following records, each to become effective when the merger becomes effective:(A) for a protected series of a merging company being terminated as a resu…

(1) When a merger under § 4-37-604 becomes effective, in addition to the effects stated in § 4-38-1026:(1) as provided in the plan of merger, each protected series of each merging company which was established before the merger:(A) is a relocated protected series or continuing pr…

(a) A creditor's right that existed under § 4-37-404 immediately before a merger under § 4-37-604 may be enforced after the merger in accordance with the following rules:(1) A creditor's right that existed immediately before the merger against the surviving company, a continuing …

(1) 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…

(1) In determining whether a foreign series limited liability company or foreign protected series of the company does business in this state or is subject to the personal jurisdiction of the courts of this state:(1) the activities and affairs of the company are not attributable t…

(a) Except as otherwise provided in this section and subject to § 4-37-402 and § 4-37-404, the law of this state governing the registration of a foreign limited liability company to do business in this state, including the consequences of not complying with that law, applies to a…

(a) Not later than 30 days after becoming a party to a proceeding before a civil, administrative, or other adjudicative tribunal of or located in this state or a tribunal of the United States located in this state:(1) a foreign series limited liability company shall disclose to e…

In applying and construing this uniform act, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.

This chapter modifies, limits, or supersedes the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Section 7001 et seq., but does not modify, limit, or supersede Section 101(c) of that act, 15 U.S.C. Section 7001(c), or authorize electronic delivery of any of t…

(a) Before January 1, 2020, this chapter governs only:(1) a series limited liability company formed, or a protected series established, on or after October 1, 2019; and(2) a limited liability company that is a series limited liability company before October 1, 2019, and elects, i…

This chapter does not affect an action commenced, proceeding brought, or right accrued before October 1, 2019.

This chapter takes effect on October 1, 2019.