Uniform Protected Series Act
Caution State Law Variances!
SECTION 702. NO ATTRIBUTION OF ACTIVITIES CONSTITUTING DOING BUSINESS OR FOR ESTABLISHING JURISDICTION.
In determining whether a foreign series limited liability company or foreign protected series of the company does business in this state or is subject to the personal jurisdiction of the courts of this state:
(1) the activities and affairs of the company are not attributable to a foreign protected series of the company solely by reason of the foreign protected series being a foreign protected series of the company; and
(2) the activities and affairs of a foreign protected series are not attributable to the company or another foreign protected series of the company solely by reason of the foreign protected series being a foreign protected series of the company.
Reporter's Comment to Section 702 - Section 103 provides that "[a] protected series of a [domestic] series limited liability company is a person distinct from the company … [and from] another protected series of the company." The non-attribution rules stated here reflect the same construct for a foreign series limited liability company and the foreign protected series of the foreign company, without however purporting to determine whether a foreign protected series is a person.
JayNote: What if a foreign protected series is doing business in-state; does that drag the rest of the foreign series organization and other foreign protected series into the state for jurisdictional purposes? Section 702 answers that question in the negative.
C O M M O N P A G E F O O T E R
UPSA AND WEBSITE CONTENTS
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THE CHARGING ORDER PRACTICE GUIDE BY JAY ADKISSON
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