Uniform Protected Series Act
Caution State Law Variances!
SECTION 601. DEFINITIONS.
JayNote: Consider that ULLCA brings its own unique vernacular to ordinary LLCs. Next, UPSA § 102 imposes upon the ULLCA a vernacular peculiar to Series LLCs. We see in § 601 that on top of those two sets of definitions, there is an entirely new vernacular just for mergers. The upshot to § 601 is that you'd better be an expert in ordinary LLCs, and an expert in Series LLC, or else you will have basically zero chance of even starting to understand the UPSA merger definition in § 601, which, as mentioned, are probably only practically decipherable by M&A experience counsel and quite likely nobody else.
As an aside, and directly because of all this, if you are advising on this stuff and charging a dime less than $2,000 per hour, odds are that you are shorting yourself in relation to the liability risk that you are taking on.
In this ARTICLE:
(1) "After a merger" or "after the merger" means when a merger under Section 604 becomes effective and afterwards.
JayNote: Section 601(1) defines the phrases "after a merger" and "after the merger" means the post-merger period, beginning with that instant in time when the merger is effective.
(2) "Before a merger" or "before the merger" means before a merger under Section 604 becomes effective.
JayNote: Similarly, § 602 defines the phrases "before a merger" and "before the merger" as the pre-merger time, which ends at the instant the merger becomes effective.
(3) "Continuing protected series" means a protected series of a surviving company which continues in uninterrupted existence after a merger under Section 604.
Reporter's Comment to Paragraphs (3) and (6) – These provisions provide two new and related terms to describe novel concepts.
JayNote: In § 601(3), a "continuing protected series" is defined to mean a protected series of the series organization that survives the merger.
In other words, the merger involves Alpha Series LLC and Beta Series LLC, at end of which Alpha Series LLC survives and Beta Series LLC dies. Alpha Series LLC Protected Series 111 existed as a protected series of Alpha Series LLC before the merger, and it continues to exist after the merger. Alpha Series LLC Protected Series 111 is a continuing protected series.
(4) "Merging company" means a limited liability company that is party to a merger under Section 604.
JayNote: Section 601(4) says that "merging company" means a series organization that is a party to a merger, i.e., either the surviving or dying company.
In our example, both Alpha Series LLC and Beta Series LLC would be considered the "merging companies under para. (4). But note that this definition would not extend to any of their respective protected series.
(5) "Non-surviving company" means a merging company that does not continue in existence after a merger under Section 604.
JayNote: The series organization that disappears because of the merger is the "non-surviving company" under § 601(5), or Beta Series LLC in our example.
(6) "Relocated protected series" means a protected series of a non-surviving company which, after a merger under Section 604, continues in uninterrupted existence as a protected series of the surviving company.
JayNote: A "relocated series" is a protected series that, because of the merger, moves from the dying series organization to the surviving series organization.
Using our same example, Beta Series LLC Protected Series 222 existed before the merger. The merger results in Beta Series LLC Protected Series 222 becoming a member of Alpha Series LLC and is now renamed Alpha Series LLC Protected Series 222. Beta Series LLC dies in the process. Here, under § 601(6), whether named called Beta Series LLC Protected Series 222 (old) or Alpha Series LLC Protected Series 222 (new), that series would be called a "relocated protected series".
(7) "Surviving company" means a merging company that continues in existence after a merger under Section 604.
Reporter's Comment to Paragraph (7) – This provision is derived from Uniform Limited Liability Company Act (2006) (Last Amended 2013), Section 1001(37).
JayNote: The aptly-named "surviving company" would be Alpha Series LLC in our example.
Legislative Note: In addition to the definitions in this section, Article 6 also depends on several definitions in Uniform Limited Liability Company Act (2006) (Last Amended 2013), Section 1001. See the Legislative Note to Section 102.
C O M M O N P A G E F O O T E R
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