§ 4-37-101. Short title
This chapter may be cited as the “Uniform Protected Series Act”.
§ 4-37-102. Definitions
In this chapter: (1) “Acquired entity” means the entity, all of one or more classes or series of interests of which are acquired in an interest exchange. (2) “Acquiring entity” means the entity that acquires all of one or more classes or series of interests of the acquired entity in an interest exchange. (3) “Asset” […]
§ 4-37-103. Nature of protected series
A protected series of a series limited liability company is a person distinct from: (1) the company, subject to § 4-37-104(c), § 4-37-501(1), and § 4-37-502(d); (2) another protected series of the company; (3) a member of the company, whether or not the member is an associated member of the protected series; (4) a protected-series […]
§ 4-37-104. Powers and duration of protected series
(a) A protected series of a series limited liability company has the capacity to sue and be sued in its own name. (b) Except as otherwise provided in subsections (c) and (d), a protected series of a series limited liability company has the same powers and purposes as the company. (c) A protected series of […]
§ 4-37-105. Governing law
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 protected-series manager; or (iii) any protected-series transferee; (C) relations between any […]
§ 4-37-106. Relation of operating agreement, this chapter, and the Small Business Entity Tax Pass Through Act
(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 series; (B) relations among the protected series and: (i) any associated […]
§ 4-37-107. Additional limitations on operating agreement
(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 Small Business Entity Tax Pass Through Act, § 4-32-101 et seq., provides a limited liability company; (5) section 4-37-104(c) or § 4-37-104(d); […]
§ 4-37-108. Rules for applying Small Business Entity Tax Pass Through Act to specified provisions of chapter
(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 limited liability company that is formed separately from the […]