§ 21-535 — 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; or
(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 sections 21-521 and 21-523 , 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 sections 21-521 and 21-523 :
(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

Source: Laws 2018, LB1121, § 36.