HB 20-1096

Abstract

In response to the growing popularity of series limited liability companies (series LLCs) in the United States, in 2017 the Uniform Law Commission promulgated the "Uniform Protected Series Act" (UPSA or Act). The bill enacts the UPSA, effective January 1, 2021. Subpart 1 contains general provisions. The UPSA uses the term "protected series" to highlight the internal liability shields that are a defining characteristic of the Act, and to avoid confusion with the term "series", which is often used to refer to classes of interests in business entities that do not affect liabilities to third parties. If the requirements of the UPSA are satisfied, then assets of one protected series (referred to as "associated assets") are not available to satisfy claims of creditors of the LLC or of other protected series of the series LLC. Subpart 2 explains how to establish a protected series. Subpart 3 includes the record-keeping requirements that must be satisfied for an asset to qualify as an "associated asset" under the Act. Subpart 3 also provides rules for associating members with a protected series and addresses series transferable interests, management, and nonassociated members' rights to information. Subpart 4 covers limitations on liability and enforcement of claims. The Act provides 2 types of liability shields: Vertical and horizontal. The traditional vertical shield protects equity holders and managers from status-based liability for an organization's obligations. The horizontal shield protects a protected series of a series LLC and its associated assets from liability for the debts, obligations, and other liabilities of the company or of another protected series of the company. A creditor may enforce a judgment against another protected series of a series LLC by pursuing assets owned by the company or by another protected series of the company if the UPSA's requirements are not satisfied for these other assets (or "nonassociated assets"). Subpart 5 addresses grounds for dissolution and provisions for winding up. Subpart 6 includes restrictions on mergers and other entity transactions involving series LLCs and protected series. Subpart 7 addresses foreign protected series. Subpart 8 addresses transitional issues. (Note: This summary applies to this bill as introduced.)