§ 21-537 — Authorization of foreign protected series

(a) Except as otherwise provided in this section and subject to sections 21-521 and 21-523 , the law of this state governing the authorization of a foreign limited liability company to do business in this state, including the consequences of not complying with that law, applies to a foreign protected series of a foreign series limited liability company as if the foreign protected series were a foreign limited liability company formed separately from the foreign series limited liability company and distinct from the foreign series limited liability company and any other foreign protected series of the foreign series limited liability company.
(b) An application by a foreign protected series of a foreign series limited liability company for a certificate of authority to do business in this state must include:
(1) the name and jurisdiction of formation of the foreign series limited liability company along with a certificate of existence or equivalent for the foreign protected series issued in its jurisdiction of formation, except that if the jurisdiction of formation of the foreign series limited liability company does not provide for issuance of a certificate of existence or equivalent for a foreign protected series, the application must include a certificate of existence or equivalent for the foreign series limited liability company and in that case the foreign protected series is deemed to be in existence as long as the foreign series limited liability company is in existence or good standing in its jurisdiction of formation; and
(2) if the company has other foreign protected series, the name and street and mailing address of an individual who knows the name and street and mailing address of:
(A) each other foreign protected series of the foreign series limited liability company; and
(B) the foreign protected-series manager of and agent for service of process for each other foreign protected series of the foreign series limited liability company.
(c) The name of a foreign protected series applying for a certificate of authority to do business in this state must comply with section 21-108 and subsection (b) of section 21-510 and may do so using subsection (d) of section 21-108 , if the fictitious name complies with section 21-108 and subsection (b) of section 21-510 .
(d) A foreign protected series that has been issued a certificate of authority to do business in this state pursuant to this section shall file an amendment to its application if there is any change in the information required by subsection (b) of this section.

Legislative History

Source: Laws 2018, LB1121, § 38; Laws 2019, LB78, § 19.