Uniform Protected Series Act
Caution State Law Variances!
SECTION 703. REGISTRATION OF FOREIGN PROTECTED SERIES.
JayNote: If a foreign protected series seeks to register to conduct business in a UPSA state, then § 703 will govern that registration.
(a) Except as otherwise provided in this section and subject to Sections 402 and 404, the law of this state governing the registration of a foreign limited liability company to do business in this state, including the consequences of not complying with that law, applies to a foreign protected series of a foreign series limited liability company as if the foreign protected series were a foreign limited liability company formed separately from the foreign series limited liability company and distinct from the foreign series limited liability company and any other foreign protected series of the foreign series limited liability company.
JayNote: Paragraph (a) of Section 703 is another extrapolation provision, which basically says that a foreign protected series should be treated like a foreign LLC for purposes of registering to do in-state business, including the consequences of not registering if it should register. As happened with § 701(4), there are again exceptions to this extrapolated rule, those exceptions being § 402 (alter ego and veil piercing) and § 404 (non-associated assets).
(b) An application by a foreign protected series of a foreign series limited liability company for registration to do business in this state must include:
(1) the name and jurisdiction of formation of the foreign series limited liability company; and
(2) if the company has other foreign protected series, the name and street and mailing address of an individual who knows the name and street and mailing address of:
(A) each other foreign protected series of the foreign series limited liability company; and
(B) the foreign protected-series manager of and agent for service of process for each other foreign protected series of the foreign series limited liability company.
Reporter's Comment to Subsection (b)(2) – The information the individual is required to know parallels the information required to be disclosed under Section 704(a) (requiring disclosure in the early course of litigation).
JayNote: Under ¶ (b)(1) of § 703, the application for registration of a foreign protected series must include its name and identify the jurisdiction where it was formed. Common enough. But we find a unique requirement in ¶ (b)(2) of that section, which additionally requires the registration to include the name of some individual (i.e., not another company) who knows both the name, street address, mailing address, manager, and service of process agent for each and every other foreign protected series of that same series organization.
(c) The name of a foreign protected series applying for registration or registered to do business in this state must comply with Section 202 and may do so using [cite this state's fictitious name statute], if the [fictitious] name complies with Section 202.
JayNote: Section 703(c) says that the name the foreign protected series uses to register to do business in-state must also comply with § 202, but can use a fictitious business name (popular known as a "d/b/a") so long as that name complies with § 202.
(d) The requirement in [cite to the provision of this state's limited liability company act pertaining to updating registration information] to amend a statement of registration to update information applies to the information required by subsection (b).
Reporter's Comment to Subsection (d) – A state that has enacted Uniform Limited Liability Company Act (2006) (Last Amended 2013) would cite Section 904.
JayNote: Paragraph (d) of § 703 is another extrapolation provision which basically says that a state's ULLCA controls amendments to registrations by a foreign protected series.
Legislative Note: Under the Uniform Limited Liability Company Act (2006) (Last Amended 2013), Section 903, a foreign registration statement does not include a certificate of good standing from the filing office of the foreign limited liability company's jurisdiction of formation. Accordingly, this act does not refer to any analogous certificate pertaining to a foreign protected series. If an enacting state's limited liability company act does require a certificate of good standing at the limited liability company level, the state should consider an analogous requirement at the foreign protected series level. An enacting state that imposes an analogous requirement will have to decide how to deal with a would-be registrant established under the law of a jurisdiction in which a protected series is established without the filing of any public record pertaining to the protected series.
C O M M O N P A G E F O O T E R
UPSA AND WEBSITE CONTENTS
- - - - - - - - - -
RECENT ARTICLES BY JAY ADKISSON
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?
2017.07.22 ... Uniform Protected Series Act (UPSA) Adopted By Uniform Law Commission
2016.01.31 ... Drafting of the Proposed Series LLC Act Moves Towards July Test
2014.06.14 ... The Series LLC And The Plight Of Unsecured Creditors
2013.12.26 ... Series LLC And The Abyss Of The Unknowns
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
Now available for purchase at https://goo.gl/faZzY6
MORE INFORMATIONAL WEBSITES BY JAY ADKISSON
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.
Las Vegas Office: 6671 S. Las Vegas Blvd., Suite 210, Las Vegas, NV 89119, Ph: 702-953-9617, Fax: 877-698-0678. By appointment only.
Newport Beach Office: 100 Bayview Circle, Suite 210, Newport Beach, California 92660. Ph: 949-200-7773, Fax: 877-698-0678. By appointment only.
© 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