Adkisson's

Uniform Protected Series Act

(UPSA)

Caution State Law Variances!

SECTION 206. INFORMATION REQUIRED IN [ANNUAL] [BIENNIAL] REPORT; EFFECT OF FAILURE TO PROVIDE.

(a) In the [annual][biennial] report required by [cite the provision of this state's limited liability company act pertaining to annual or biennial reports], a series limited liability company shall include the name of each protected series of the company:

(1) for which the company has previously delivered to the [Secretary of State] for filing a protected series designation; and

(2) which has not dissolved and completed winding up.

(b) A failure by a series limited liability company to comply with subsection (a) with regard to a protected series prevents issuance of a certificate of good standing pertaining to the protected series but does not otherwise affect the protected series.

 

Reporter's Comment to Section 206 - A series limited liability company's failure to include the name of a protected series does not dissolve or terminate the protected series or alter the capacity or powers of the protected series in any way. However, a court might consider a sustained or deliberate omission as a ground for "piercing" the horizontal shield, the vertical shield, or both. See Section 402, cmt.

 

For statute to be cited: A state that has enacted Uniform Limited Liability Company Act (2006) (Last Amended 2013) would cite Section 212.

 

JayNote: As the Reporter's Comment indicates, the failure of the company to make a required report to the Secretary of State has no consequence by itself other than a Certificate of Good Standing may not be issued to the series LLC until it does so. However, the company's failure to provide the report to the Secretary of State may be some evidence in connection with other facts (such as that the series organization or one or more protected series are financially distressed or face large liabilities) that the company is being deliberately misused or mismanaged such that a court should disregard the entity separateness of the protected series and the series organization. If the failure to provide the report is intentional and/or persistent, then that evidence alone should be by itself be sufficient to support the court disregarding entity separateness. In other words, mere innocent oversight in not providing the list once should have little consequence, but beyond that the consequences should be very severe.

 

C O M M O N    P A G E    F O O T E R

UPSA AND WEBSITE CONTENTS

 

ARTICLE 1. GENERAL PROVISIONS

 

          SECTION 101. SHORT TITLE.

 

          SECTION 102. DEFINITIONS.

 

          SECTION 103. NATURE OF PROTECTED SERIES.

 

          SECTION 104. POWERS AND DURATION OF PROTECTED SERIES.

 

          SECTION 105. GOVERNING LAW.

 

          SECTION 106. RELATION OF OPERATING AGREEMENT, THIS ACT, AND LIMITED LIABILITY COMPANY ACT.

 

          SECTION 107. ADDITIONAL LIMITATIONS ON OPERATING AGREEMENT.

 

         SECTION 108. RULES FOR APPLYING LIMITED LIABILITY COMPANY ACT TO SPECIFIED PROVISIONS OF ACT.

 

ARTICLE 2. ESTABLISHING PROTECTED SERIES

 

         SECTION 201. PROTECTED SERIES DESIGNATION; AMENDMENT.

 

          SECTION 202. NAME.

 

          SECTION 203. REGISTERED AGENT.

 

          SECTION 204. SERVICE OF PROCESS, NOTICE, DEMAND, OR OTHER RECORD.

 

          SECTION 205. CERTIFICATE OF GOOD STANDING FOR PROTECTED SERIES.

 

          SECTION 206. INFORMATION REQUIRED IN ANNUAL BIENNIAL REPORT; EFFECT OF FAILURE TO PROVIDE.

 

ARTICLE 3. ASSOCIATED ASSET; ASSOCIATED MEMBER; PROTECTED-SERIES TRANSFERABLE INTEREST; MANAGEMENT; RIGHT OF INFORMATION

 

          SECTION 301. ASSOCIATED ASSET.

 

         SECTION 302. ASSOCIATED MEMBER.

 

          SECTION 303. PROTECTED-SERIES TRANSFERABLE INTEREST.

 

          SECTION 304. MANAGEMENT.

 

          SECTION 305. RIGHT OF PERSON NOT ASSOCIATED MEMBER OF PROTECTED SERIES TO INFORMATION CONCERNING PROTECTED SERIES.

 

ARTICLE 4. LIMITATION ON LIABILITY AND ENFORCEMENT OF CLAIMS

 

          SECTION 401. LIMITATIONS ON LIABILITY.

 

          SECTION 402. CLAIM SEEKING TO DISREGARD LIMITATION OF LIABILITY.

 

          SECTION 403. REMEDIES OF JUDGMENT CREDITOR OF ASSOCIATED MEMBER OR PROTECTED-SERIES TRANSFEREE.

 

          SECTION 404. ENFORCEMENT AGAINST NON-ASSOCIATED ASSET.

 

ARTICLE 5. DISSOLUTION AND WINDING UP OF PROTECTED SERIES

 

          SECTION 501. EVENTS CAUSING DISSOLUTION OF PROTECTED SERIES.

 

          SECTION 502. WINDING UP DISSOLVED PROTECTED SERIES.

 

          SECTION 503. EFFECT OF REINSTATEMENT OF SERIES LIMITED LIABILITY COMPANY OR REVOCATION OF VOLUNTARY DISSOLUTION.

 

ARTICLE 6. ENTITY TRANSACTIONS RESTRICTED

 

          SECTION 601. DEFINITIONS.

 

          SECTION 602. PROTECTED SERIES MAY NOT BE PARTY TO ENTITY TRANSACTION.

 

          SECTION 603. RESTRICTION ON ENTITY TRANSACTION INVOLVING PROTECTED SERIES.

 

          SECTION 604. MERGER AUTHORIZED; PARTIES RESTRICTED.

 

          SECTION 605. PLAN OF MERGER.

 

          SECTION 606. STATEMENT OF MERGER.

 

          SECTION 607. EFFECT OF MERGER.

 

          SECTION 608. APPLICATION OF SECTION 404 AFTER MERGER.

 

ARTICLE 7. FOREIGN PROTECTED SERIES

 

          SECTION 701. GOVERNING LAW.

 

          SECTION 702. NO ATTRIBUTION OF ACTIVITIES CONSTITUTING DOING BUSINESS OR FOR ESTABLISHING JURISDICTION.

 

          SECTION 703. REGISTRATION OF FOREIGN PROTECTED SERIES.

 

          SECTION 704. DISCLOSURE REQUIRED WHEN FOREIGN SERIES LIMITED LIABILITY COMPANY OR FOREIGN PROTECTED SERIES PARTY TO PROCEEDING.

 

ARTICLE 8. MISCELLANEOUS PROVISIONS

 

          SECTION 801. UNIFORMITY OF APPLICATION AND CONSTRUCTION.

 

          SECTION 802. RELATION TO ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT.

 

          SECTION 803. TRANSITIONAL PROVISIONS.

 

          SECTION 804. SAVINGS CLAUSE.

 

          SECTION 805. SEVERABILITY CLAUSE.

 

          SECTION 806. REPEALS; CONFORMING AMENDMENTS.

 

          SECTION 807. EFFECTIVE DATE.

 

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Adkisson's Articles On Protected Series LLCs ULLCPSA

 

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THE CHARGING ORDER PRACTICE GUIDE BY JAY ADKISSON

 

The Charging Order Practice Guide: Understanding Judgment Creditor Rights Against LLC Members, by Jay D. Adkisson (2018), published by the LLCs, Partnerships and Unincorporated Entities Committee of the Business Law Section of the American Bar Association

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MORE INFORMATIONAL WEBSITES BY JAY ADKISSON

 

  • About Jay Adkisson - More about Jay D. Adkisson, background, books, articles, speaking appearances - https://jayadkisson.com/

 

  • Captive Insurance Companies - Licensed insurance companies formed by the parent organization to handle the insurance and risk management needs of the business, by the author of the book Adkisson's Captive Insurance Companies - https://captiveinsurancecompanies.com/

 

 

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  • Charging Orders - The confusing remedy against a debtor's interest in an LLC or partnership is explained in reference to the Uniform Partnership Act, the Uniform Limited Partnership Act, and the Uniform Limited Liability Company Act - https://chargingorder.com/

 

  • California Enforcement of Judgments Law - Considers the topic of judgment enforcement in California, including the California Enforcement of Judgments Law and other laws related to California creditor-debtor issues - https://calejl.com/

 

 

Contact Jay Adkisson:

 

Phone: 702-953-9617     Fax: 877-698-0678     jay [at] jayad.com

 

Unless a dire emergency, please send me an e-mail first in lieu of calling to set up a telephone appointment for a date an time certain.

 

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© 2018 by Jay D. Adkisson. All rights reserved. No part of this website may be copied in whole or in any part without the express written permission of Jay D. Adkisson. Nothing herein is any advertisement or offer by the firm to practice in any jurisdiction where no attorney of the firm is licensed to practice law. This website does not give any legal advice or opinion, and is no substitute for the advice and counsel of an attorney consulted in the relevant jurisdiction. Questions about this website should be directed to jay [at] jayad.com, by phone to 702-953-9617 or by fax to 877-698-0678. This website is http://www.protectedseriesact.com