HB 1345 Summary: Uniform Protected Series Provisions

• Creates comprehensive framework for "protected series" within series limited liability companies, establishing each protected series as a distinct legal person with separate liability protection from the company and other series.

• Allows protected series to have associated members, protected-series managers, and transferable interests; requires specific record-keeping and naming conventions (must include parent company name and "protected series" or "P.S." designation).

• Protects associated members, protected-series managers, and protected-series transferees from personal liability for debts of protected series, unless liability is properly asserted under specified circumstances.

• Enables series limited liability companies to merge with restrictions: surviving company must be pre-existing LLC, protected series cannot independently merge but are affected by parent company mergers with detailed plan requirements for relocated or continuing series.

• Takes effect July 1, 2023, with transitional provisions allowing existing companies to adopt protected series structure by July 1, 2024, when all provisions become applicable to all series limited liability companies.