Uniform Protected Series Act
Caution State Law Variances!
SECTION 101. SHORT TITLE.
This ACT may be cited as the Uniform Protected Series Act.
Legislative Note: Because this act is intended to be inserted into a state's current limited liability company act, an enacting state should consider the following, as well as the Legislative Note to Section 102 (which explains how this act relies on specified definitions in an enacting state's limited liability company act).
1. An enacting state should replace all bracketed references to "this ACT" with the state's term for a part of an existing statute. For example, an enacting state that uses "article" will change "ACT" to "article". Thus, for the Uniform Limited Liability Company Act this section would be revised to read: "SECTION 101. SHORT TITLE. This article may be cited as the Uniform Protected Series Act."
2. An enacting state should replace this act's many bracketed references to "article" with whatever term the state uses to refer to a subpart of a statute. In the Uniform Limited Liability Company Act, the word would be "part".
3. This act includes bracketed instructions to cite specified provisions of an enacting state's limited liability company act. If an enacting state has adopted a "hub and spoke" approach to business organization statutes, the instructions should be read where appropriate to include reference to the hub and any other centralized provisions. Using the Uniform Business Organizations Code as an example, the hub encompasses filing requirements, name requirements, registered agents, foreign entities, and administrative dissolution, and another centralized provision addresses entity transactions (e.g., mergers, conversions).
JayNote: If you think that choosing a name for the new Act would be easy, you'd be wrong. Simply choosing what to call this thing took up an inordinate amount of the drafting committee's time. By the time that I went to my first meeting on January 31, 2014 -- after it had already spent a year in a study committee and then a year in the drafting committee before I got there -- it was called the Series of Unincorporated Business Entities Act ("SUBEA"), in reflection that it was then to also apply to series partnerships and series limited partnerships, should some attorney drop too much LSD one night and attempt to create one of those. At the January, 2016, meeting, it was decided to punt the idea of series partnerships and limited partnerships for now, and this then resulted in the Uniform Limited Liability Company Protected Series Act (ULLPSA), later shortened to the name finally adopted, the Uniform Protected Series Act (UPSA, phonetic "oops-sah", the "oops" part not meant to convey anything, at least consciously, though future generations may be left to wonder depending on how things turn out).
C O M M O N P A G E F O O T E R
UPSA AND WEBSITE CONTENTS
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RECENT ARTICLES BY JAY ADKISSON
2019.01.28 ... Understanding The Protected Series Act: Article 8 And Final Thoughts
2018.11.24 ... Understanding The Protected Series Act: Treating Out-Of-State Series
2018.11.18 ... Understanding The Protected Series Act: Mergers
2018.10.29 ... Understanding The Protected Series Act: Dissolution And Winding Up Of Protected Series
2018.10.21 ... Understanding The Protected Series Act: Liability Limitations And Claims
2018.08.30 ... Understanding The Protected Series Act: Assets, Members And Management
2018.08.28 ... Understanding The Protected Series Act: Creating A Protected Series And Service Of Process
2018.07.18 ... Understanding The Protected Series Act: The Framework of UPSA - Part 2 of a Series
2018.06.18 ... Understanding The Protected Series Act: What Is A Protected Series?
2017.07.22 ... Uniform Protected Series Act (UPSA) Adopted By Uniform Law Commission
2016.01.31 ... Drafting of the Proposed Series LLC Act Moves Towards July Test
2014.06.14 ... The Series LLC And The Plight Of Unsecured Creditors
2013.12.26 ... Series LLC And The Abyss Of The Unknowns
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