§ 4-37-701 — Governing law

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: (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 § 4-37-402 and § 4-37-404 , 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 § 4-37-402 and § 4-37-404 : (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.

Legislative History

Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.