Substitute Bill No. 7127 Summary

• Establishes the Uniform Protected Series Act effective October 1, 2019, allowing limited liability companies (LLCs) to create protected series, which are separate legal entities with distinct assets and liabilities for asset segregation purposes.

• Provides liability protection: protected series debts belong solely to the series, company debts belong solely to the company, and neither is liable for the other's debts except as explicitly provided in the statute.

• Requires series LLCs and protected series to maintain detailed records identifying associated assets and members; allows series to be established by affirmative vote of all LLC members and requires filing a protected series designation with the Secretary of State.

• Allows series LLCs to merge with other LLCs under specified conditions, with protected series continuing as relocated or continuing protected series in the surviving company or being dissolved and terminated.

• Applies comparable protections and requirements to foreign series LLCs and foreign protected series doing business in Connecticut, with limited exceptions until October 1, 2020 for existing foreign entities.