Chapter 31B, Chapter 31B

(a) Except as otherwise provided in this section and subject to §31B-14-107 and §31B-14-108, 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 protect…

An operating agreement may not vary the effect of: (1) §31B-14-107; (2) §31B-14-103; (3) §31B-14-104(a); (4) §31B-14-104(b) to provide a protected series a power beyond the powers chapter 31B of this code provides a limited liability company; (5) §31B-14-104(c) or (d); (6) §31B-1…

(a) Except as otherwise provided in subsection (b) of this section and §31B-14-107, the following rules apply in applying §31B-14-106, §31B-14-304(c) and (f), §31B-14-501(4)(A), §31B-14-502(a), and §31B-14-503(2): (1) A protected series of a series limited liability company is de…

(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) of this section, the name of a protected series must comply with §31B-1-105 of this code. (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 o…

(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 t…

(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…

(a) In the annual report required by §31B-2-211 of this code, 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;…

(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 distributional 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 mem…

(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) §31B-14-108 applies to determine any duties of a protected-series manager of a pr…

(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, protected-series …

(a) Except as otherwise provided in subsection (b) of this section, a claim seeking to disregard a limitation in §31B-14-401 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, o…

§31B-5-504 of this code 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 distributional interest of a protected series.

(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 seri…

A protected series of a series limited liability company is dissolved, and its activities and affairs must be wound up on the: (1) Dissolution of the company; (2) Occurrence of an event or circumstance the operating agreement states causes dissolution of the protected series; (3)…

(a) Subject to subsections (b) and (c) of this section and in accordance with §31B-14-108 of this code: (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 §31B-8-8…

(a) If a series limited liability company that has been administratively dissolved applies for reinstatement, §31B-8-811 and §31B-8-812 of this code apply to each protected series of the company in accordance with §31B-14-108 of this code. (b) If, at any time after the dissolutio…

In this article: "After a merger" or "after the merger" means when a merger under §31B-14-604 of this code becomes effective and afterwards. "Before a merger" or "before the merger" means before a merger under §31B-14-604 of this code becomes effective. "Continuing protected seri…

A protected series may not: (1) Acquire, be acquired, convert, merge, or survive a merger; or (2) Be a party to or be formed, organized, established, or created in a transaction substantially like a merger, interest exchange, or conversion.

A series limited liability company may not: (1) Acquire, be acquired, convert, or be converted; or (2) Except as otherwise provided in §31B-14-604 of this code, be a party to or the surviving company of a merger.

A series limited liability company may be party to a merger in accordance with §31B-9-904, §31B-9-905, §31B-9-906, §31B-14-604, and §31B-14-605 through §31B-14-608 of this code only if: (1) Each other party to the merger is a limited liability company; and (2) The surviving compa…

In a merger under §31B-14-604 of this code, the plan of merger must: (1) Comply with §31B-9-904 of this code; 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 …

In a merger under §31B-14-604 of this code, the articles of merger must: (1) Comply §31B-9-905 of this code; 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 t…

When a merger under §31B-14-604 becomes effective, in addition to the effects stated in §31B-9-906 of this code: (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 co…

(a) A creditor’s right that existed under §31B-14-404 of this code immediately before a merger under §31B-14-604 of this code 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 sur…

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 …

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 to a…

(a) Except as otherwise provided in this section and subject to §31B-14-402 and §31B-14-404 of this code, 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 la…

(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 …