Uniform Protected Series Act
Caution State Law Variances!
SECTION 202. NAME.
(a) Except as otherwise provided in subsection (b), the name of a protected series must comply with [cite the provision of this state's limited liability company act imposing name requirements on a limited liability company].
JayNote: Section 202(a) extrapolates local law on LLC name requirements to the protected series, and then one must look at (b) to see what additionally is required for a protected series.
(b) The name of a protected series of a series limited liability company must:
(1) begin with the name of the company, including any word or abbreviation required by [cite the provision of this state's limited liability company act requiring that the name of a limited liability company include a designator to designate that the company is a limited liability company]; and
Reporter's Comment to Subsection (b)(1) – This provision and the filing provisions in Sections 201(b) and (d) (protected series designation, statement of designation change), 502(b) and (c) (optional statements of dissolution, optional statement of termination) and 606(2) (required attachments to statement of merger) combine to provide substantial transparency, allowing a person to search the public record to determine
A filing office's current computer programs and other information-technology issues will affect how efficiently a person will be able to access filed information concerning a protected series.
For transparency provisions pertaining to foreign protected series, see Sections 703 and 704.
For statute to be cited: A state that has enacted Uniform Limited Liability Company Act (2006) (Last Amended 2013) would cite Section 212.
(2) contain the phrase "Protected Series" or "protected series" or the abbreviation "P.S." or "PS".
JayNote: The practical cumulative effect of § 202(b)(1) and (2) will be that a protected series will have a name like "Maxwell Taylor LLC Protected Series X" or "Courtney Hodges LLC PS-X". The purpose of this requirement is to largely let third parties know that they are dealing with a protected series which may have liability that is encapsulated away from the series organization or other series, and to deter the use of a protected series from being used to commit fraud.
Nothing in § 202 generally or specifically prohibits a properly-registered protected series from adopting a d/b/a designation, i.e., "Ambrose Burnside LLC Protected Series X d/b/a Army of the Potomac". Anecdotally, this seems to be a common practice to, inter alia, avoid confusion between one protected series and other protected series or the series organization itself.
(c) If a series limited liability company changes its name, the company shall deliver to the [Secretary of State] for filing a statement of designation change for each of the company's protected series, changing the name of each protected series to comply with this section.
Reporter's Comment to Subsections (b)(1) and (c) – Due to these provisions, a series limited liability company that changes its name must change accordingly the name of each of the company's protected series.
JayNote: This is a downside to a Series LLC formed under the UPSA, which is that if the name of the series organization changes, then the names of all the series organizations created thereunder must likewise be changed to remain in compliance with the Act. Note that such changes may mess up d/b/a designations as well. Which is to say that one's first choice of name had better be a lasting one, unless the name change occurs before many protected series are formed.
C O M M O N P A G E F O O T E R
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