SB 399 - Uniform Protected Series Act

• Establishes the Uniform Protected Series Act, effective October 1, 2018, allowing limited liability companies to create protected series as separate legal entities within the company structure.

• Protected series are deemed distinct persons from the parent company, other protected series, and members, with capacity to sue and be sued in their own name and protection from company liabilities.

• Requires companies establishing protected series to file protected series designations with the Secretary of State and maintain records associating specific assets and members with each protected series according to detailed identification standards.

• Permits protected series to be dissolved only upon company dissolution, occurrence of dissolution events in the operating agreement, unanimous member consent, court order on grounds comparable to LLC dissolution, or court order on grounds of illegal conduct.

• Governs mergers involving series LLCs by allowing merger only between LLCs where the surviving company is not newly created, requiring detailed plan of merger statements addressing treatment of protected series and relocated protected series.