SPONSOR: Brown
Current law allows a limited liability company (LLC) to establish one or more designated series with separate rights, powers, and liabilities. Each series can hold assets and incur debts that are enforceable only against the assets of that series.
Further, the current law allows an operating agreement to establish one or more designated series of members, managers, or interests, each of which may have separate rights, powers, duties, business purposes, investment objectives, and liabilities distinct from the LLC or other series. Debts, liabilities, and obligations incurred by a series are enforceable only against the assets of that series if the records of the series are maintained separately and the articles of organization contain notice of such limitation.
This bill requires each series to be individually profiled and searchable on the Secretary of State’s business entity database and authorizes a series to obtain a separate certificate of good standing.
Statutes affected: