Uniform Protected Series Act (UPSA)
Caution State Law Variances!
SECTION 502. WINDING UP DISSOLVED PROTECTED SERIES.
JayNote: Once a protected series has been legally dissolved under § 501, the protected series still has to be wound down, which is what §502 is all about. Like § 501, § 502 only and exclusively applies to a protected series, and not the "mothership" series organization which is wound down under ULLCA.
(a) Subject to subsections (b) and (c) and in accordance with Section 108:
(1) a dissolved protected series shall wind up its activities and affairs in the same manner that a limited liability company winds up its activities and affairs under [cite the winding up provisions of this state's limited liability company act], subject to the same requirements and conditions and with the same effects; and
Reporter's Comment to Subsection (a)(1) – A state that has enacted Uniform Limited Liability Company Act (2006) (Last Amended 2013) would cite Sections 702 to 707.
Reporter's Comment to Subsection (a)(1) – A state that has enacted Uniform Limited Liability Company Act (2006) (Last Amended 2013) would cite Section 702(e).
(2) judicial supervision or another judicial remedy is available in the winding up of the protected series to the same extent, in the same manner, under the same conditions, and with the same effects that apply under [cite the judicial supervision provision of this state's limited liability company act].
JayNote: Section 502(a) basically says that a protected series is to be wound up pretty much the same as if it were an ordinary LLC, including the availability of judicial supervision if necessary. This is effectively another extrapolation provision that engrafts the ULLCA onto the UPSA (which is itself grafted onto the ULLCA, if any of that makes any sense).
(b) When a protected series of a series limited liability company dissolves, the company may deliver to the [Secretary of State] for filing a statement of protected series dissolution stating the name of the company and the protected series and that the protected series is dissolved. The filing of the statement by the [Secretary of State] has the same effect as the filing by the [Secretary of State] of a statement of dissolution under [cite the provisions of this state's limited liability company act stating the constructive notice effect of the filing of a statement of dissolution pertaining to a limited liability company].
Reporter's Comment to Subsection (b) – A state that has enacted Uniform Limited Liability Company Act (2006) (Last Amended 2013) would cite Section 103(d)(2)(A).
JayNote: When a protected series dissolves, § 502(b) allows the series organization to deliver to the Secretary of State a statement of dissolution of the protected series, which (by extrapolation of course) has the same effect as if such a statement were filed for an ordinary LLC under ULLCA.
(c) When a protected series of a series limited liability company has completed winding up, the company may deliver to the [Secretary of State] for filing a statement of designation cancellation stating the name of the company and the protected series and that the protected series is terminated. The filing of the statement by the [Secretary of State] has the same effect as the filing by the [secretary of state] of a statement of termination under [cite the provisions of this state's limited liability company act stating the constructive notice effect of the filing of a statement of termination pertaining to a limited liability company].
Reporter's Comment to Subsection (c) – A state that has enacted Uniform Limited Liability Company Act (2006) (Last Amended 2013) would cite Section 103(d)(2)(B).
JayNote: Similarly, § 502(c) allows the series organization to file a statement of "designation cancellation" which cancels the protected series. By extrapolation, this statement is to have the same effect as a statement of termination of an ordinary LLC under ULLCA.
(d) A series limited liability company has not completed its winding up until each of the protected series of the company has completed its winding up.
Reporter's Comment to Subsection (d) – This subsection overlaps the winding up provisions of an enacting state's limited liability company act pertaining to the winding up of a limited liability company, but only to the extent of treating the winding up of protected series as part of the winding up of a series limited liability company.
JayNote: It was mentioned above that § 502 relates only to protected series, but with one exception, which brings us to that exception as found in § 502(4). That section says that the series organization cannot itself wind up until and unless each of its protected series have fully completed their own winding up. This also illustrates the general rule underlying the UPSA, which is that protected series are their own, completely independent, standalone entities — except that they are not. Since protected series cannot exist in any capacity without the series organization, it would cause a huge mess if the series organization were wound up before all of its protected series are wound up.
Legislative Note: If the limited liability company act of this state does not provide for constructive notice for a statement of dissolution or termination filed regarding a limited liability company, the state should change subsections (b) and (c) accordingly. A change is also necessary if the limited liability company act provides for only one of the statements or for neither.
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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Protected Series Agreements and Forms -- A list of the "best practices" agreements and records that all protected series structures should have.
SERIES LLC COURT OPINIONS
UPSA COURT OPINIONS
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NON-UPSA COURT OPINIONS
191212 ... Ohio ... Delaware Act .. MSP Recovery Claims, Series LLC v. Phoenix Ins. Co., 2019 WL 6770981 (N.D. Ohio, 2019).
181019 ... Florida ... Delaware Act ... MRS Recovery Claims, Series LLC v. USAA General Indemnity Co., 2018 WL 5112998 (S.D.Fla., Oct. 19, 2018).
SERIES LLC ARTICLES BY JAY ADKISSON
2020.02.16 ... Talisman Casualty Denied Diversity Jurisdiction Of Protected Cell Series LLC In National WW II Museum Case
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?
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THE CHARGING ORDER PRACTICE GUIDE BY JAY ADKISSON
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Now available for purchase at https://goo.gl/faZzY6
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