{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1091.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1091.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1091.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1091.html"}],"law_id":55148,"edition_id":1,"section_id":55148,"structure_id":13582,"section_number":"13.1-1091","catch_line":"Governing law","history":"2019, c. 636.","full_text":"The law of the Commonwealth governs:\n\n1\n\nThe internal affairs of a protected series of a series limited liability company, including:\n\t\t\ta. Relations among any associated members of the protected series;\n\t\t\tb. Relations among the protected series and (i) any associated member, (ii) the protected series manager, or (iii) any protected series assignee;\n\t\t\tc. Relations between any associated member and (i) the protected series manager or (ii) any protected series assignee;\n\t\t\td. The rights and duties of a protected series manager;\n\t\t\te. Governance decisions affecting the activities and affairs of the protected series and the conduct of those activities and affairs; and\n\t\t\tf. Procedures and conditions for becoming an associated member or protected series assignee;2\n\nThe relations between a protected series of a series limited liability company and each of the following:\n\t\t\ta. The series limited liability company;\n\t\t\tb. Another protected series of the series limited liability company;\n\t\t\tc. A member of the series limited liability company that is not an associated member of the protected series;\n\t\t\td. A protected series manager that is not a protected series manager of the protected series; and\n\t\t\te. A protected series assignee that is not a protected series assignee of the protected series;3\n\nThe liability of a person for a debt, obligation, or other liability of a protected series of a series limited liability company if the debt, obligation, or liability is asserted solely by reason of the person being or acting as:\n\t\t\ta. An associated member, protected series assignee, or protected series manager of the protected series;\n\t\t\tb. A member of the series limited liability company that is not an associated member of the protected series;\n\t\t\tc. A protected series manager that is not a protected series manager of the protected series;\n\t\t\td. A protected series assignee that is not a protected series assignee of the protected series;\n\t\t\te. A manager of the series limited liability company; or\n\t\t\tf. An assignee of a membership interest of the series limited liability company;4\n\nThe liability of a series limited liability company for a debt, obligation, or other liability of a protected series of the series limited liability company if the debt, obligation, or liability is asserted solely by reason of the series limited liability company:\n\t\t\ta. Having a statement of protected series designation or a statement of designation change filed with the Commission;\n\t\t\tb. Being or acting as a protected series manager of the protected series;\n\t\t\tc. Having the protected series be or act as a manager of the series limited liability company; or\n\t\t\td. Owning a protected series assignable interest of the protected series; and5\n\nThe liability of a protected series of a series limited liability company for a debt, obligation, or other liability of the series limited liability company or of another protected series of the series limited liability company if the debt, obligation, or liability is asserted solely by reason of:\n\t\t\ta. The protected series:1\n\nBeing a protected series of the series limited liability company or having as a protected series manager the series limited liability company or another protected series of the series limited liability company; or2\n\nBeing or acting as a protected series manager of another protected series of the series limited liability company or a manager of the series limited liability company; or\n\t\t\t\tb. The company owning a protected series membership interest of the protected series.","order_by":null,"text":{"0":{"id":202191,"text":"The law of the Commonwealth governs:","type":"section","prefixes":[""],"prefix":"","entire_prefix":"","prefix_anchor":"","level":1,"next_prefix":"1"},"1":{"id":202192,"text":"The internal affairs of a protected series of a series limited liability company, including:\n\t\t\ta. Relations among any associated members of the protected series;\n\t\t\tb. Relations among the protected series and (i) any associated member, (ii) the protected series manager, or (iii) any protected series assignee;\n\t\t\tc. Relations between any associated member and (i) the protected series manager or (ii) any protected series assignee;\n\t\t\td. The rights and duties of a protected series manager;\n\t\t\te. Governance decisions affecting the activities and affairs of the protected series and the conduct of those activities and affairs; and\n\t\t\tf. Procedures and conditions for becoming an associated member or protected series assignee;","type":"section","prefixes":["1"],"prefix":"1","entire_prefix":"1","prefix_anchor":"1","level":1,"prior_prefix":"","next_prefix":"2"},"2":{"id":202193,"text":"The relations between a protected series of a series limited liability company and each of the following:\n\t\t\ta. The series limited liability company;\n\t\t\tb. Another protected series of the series limited liability company;\n\t\t\tc. A member of the series limited liability company that is not an associated member of the protected series;\n\t\t\td. A protected series manager that is not a protected series manager of the protected series; and\n\t\t\te. A protected series assignee that is not a protected series assignee of the protected series;","type":"section","prefixes":["2"],"prefix":"2","entire_prefix":"2","prefix_anchor":"2","level":1,"prior_prefix":"1","next_prefix":"3"},"3":{"id":202194,"text":"The liability of a person for a debt, obligation, or other liability of a protected series of a series limited liability company if the debt, obligation, or liability is asserted solely by reason of the person being or acting as:\n\t\t\ta. An associated member, protected series assignee, or protected series manager of the protected series;\n\t\t\tb. A member of the series limited liability company that is not an associated member of the protected series;\n\t\t\tc. A protected series manager that is not a protected series manager of the protected series;\n\t\t\td. A protected series assignee that is not a protected series assignee of the protected series;\n\t\t\te. A manager of the series limited liability company; or\n\t\t\tf. An assignee of a membership interest of the series limited liability company;","type":"section","prefixes":["3"],"prefix":"3","entire_prefix":"3","prefix_anchor":"3","level":1,"prior_prefix":"2","next_prefix":"4"},"4":{"id":202195,"text":"The liability of a series limited liability company for a debt, obligation, or other liability of a protected series of the series limited liability company if the debt, obligation, or liability is asserted solely by reason of the series limited liability company:\n\t\t\ta. Having a statement of protected series designation or a statement of designation change filed with the Commission;\n\t\t\tb. Being or acting as a protected series manager of the protected series;\n\t\t\tc. Having the protected series be or act as a manager of the series limited liability company; or\n\t\t\td. Owning a protected series assignable interest of the protected series; and","type":"section","prefixes":["4"],"prefix":"4","entire_prefix":"4","prefix_anchor":"4","level":1,"prior_prefix":"3","next_prefix":"5"},"5":{"id":202196,"text":"The liability of a protected series of a series limited liability company for a debt, obligation, or other liability of the series limited liability company or of another protected series of the series limited liability company if the debt, obligation, or liability is asserted solely by reason of:\n\t\t\ta. The protected series:","type":"section","prefixes":["5"],"prefix":"5","entire_prefix":"5","prefix_anchor":"5","level":1,"prior_prefix":"4","next_prefix":"51"},"6":{"id":202197,"text":"Being a protected series of the series limited liability company or having as a protected series manager the series limited liability company or another protected series of the series limited liability company; or","type":"section","prefixes":["5","1"],"prefix":"1","entire_prefix":"51","prefix_anchor":"51","level":2,"prior_prefix":"5","next_prefix":"52"},"7":{"id":202198,"text":"Being or acting as a protected series manager of another protected series of the series limited liability company or a manager of the series limited liability company; or\n\t\t\t\tb. The company owning a protected series membership interest of the protected series.","type":"section","prefixes":["5","2"],"prefix":"2","entire_prefix":"52","prefix_anchor":"52","level":2,"prior_prefix":"51"}},"ancestry":[{"id":13582,"edition_id":1,"name":"Protected Series","identifier":"16","label":"article","depth":3,"order_by":1,"parent_id":12817,"metadata":{},"date_created":"2026-06-26 03:45:18","date_modified":"2026-06-26 03:45:18","permalink":{"id":148583,"object_type":"structure","relational_id":13582,"identifier":"16","token":"13.1\/12\/16","url":"\/13.1\/12\/16\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12817,"edition_id":1,"name":"Virginia Limited Liability Company Act","identifier":"12","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:43:54","date_modified":"2026-06-26 03:43:54","permalink":{"id":148351,"object_type":"structure","relational_id":12817,"identifier":"12","token":"13.1\/12","url":"\/13.1\/12\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12744,"edition_id":1,"name":"Corporations","identifier":"13.1","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:51","date_modified":"2026-06-26 03:43:51","permalink":{"id":147493,"object_type":"structure","relational_id":12744,"identifier":"13.1","token":"13.1","url":"\/13.1\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":66470,"structure_id":13582,"section_number":"13.1-1088","catch_line":"Definitions","url":"\/13.1-1088\/","token":"13.1\/12\/16\/13.1-1088","metadata":false},{"id":74889,"structure_id":13582,"section_number":"13.1-1089","catch_line":"Nature of protected series","url":"\/13.1-1089\/","token":"13.1\/12\/16\/13.1-1089","metadata":false},{"id":59342,"structure_id":13582,"section_number":"13.1-1090","catch_line":"Powers and duration of protected series","url":"\/13.1-1090\/","token":"13.1\/12\/16\/13.1-1090","metadata":false},{"id":55148,"structure_id":13582,"section_number":"13.1-1091","catch_line":"Governing law","url":"\/13.1-1091\/","token":"13.1\/12\/16\/13.1-1091","metadata":false},{"id":62538,"structure_id":13582,"section_number":"13.1-1092","catch_line":"Relation of operating agreement, this article, and the other articles of this chapter","url":"\/13.1-1092\/","token":"13.1\/12\/16\/13.1-1092","metadata":false},{"id":84976,"structure_id":13582,"section_number":"13.1-1093","catch_line":"Additional limitations on operating agreement","url":"\/13.1-1093\/","token":"13.1\/12\/16\/13.1-1093","metadata":false},{"id":84390,"structure_id":13582,"section_number":"13.1-1094","catch_line":"Rules for applying other articles of this chapter to specified provisions of this article","url":"\/13.1-1094\/","token":"13.1\/12\/16\/13.1-1094","metadata":false},{"id":62260,"structure_id":13582,"section_number":"13.1-1095","catch_line":"Protected series designation; amendment","url":"\/13.1-1095\/","token":"13.1\/12\/16\/13.1-1095","metadata":false},{"id":57931,"structure_id":13582,"section_number":"13.1-1096","catch_line":"Name","url":"\/13.1-1096\/","token":"13.1\/12\/16\/13.1-1096","metadata":false},{"id":56560,"structure_id":13582,"section_number":"13.1-1097","catch_line":"Registered office and registered agent","url":"\/13.1-1097\/","token":"13.1\/12\/16\/13.1-1097","metadata":false},{"id":62325,"structure_id":13582,"section_number":"13.1-1098","catch_line":"Service of process, notice, or demand","url":"\/13.1-1098\/","token":"13.1\/12\/16\/13.1-1098","metadata":false},{"id":54545,"structure_id":13582,"section_number":"13.1-1099","catch_line":"Effectiveness of notice","url":"\/13.1-1099\/","token":"13.1\/12\/16\/13.1-1099","metadata":false},{"id":83120,"structure_id":13582,"section_number":"13.1-1099.1","catch_line":"Annual registration fees","url":"\/13.1-1099.1\/","token":"13.1\/12\/16\/13.1-1099.1","metadata":false},{"id":79166,"structure_id":13582,"section_number":"13.1-1099.10","catch_line":"Enforcement of claim against non-associated asset","url":"\/13.1-1099.10\/","token":"13.1\/12\/16\/13.1-1099.10","metadata":false},{"id":55453,"structure_id":13582,"section_number":"13.1-1099.11","catch_line":"Events causing dissolution of protected series","url":"\/13.1-1099.11\/","token":"13.1\/12\/16\/13.1-1099.11","metadata":false},{"id":63314,"structure_id":13582,"section_number":"13.1-1099.12","catch_line":"Winding up dissolved protected series; voluntary cancellation","url":"\/13.1-1099.12\/","token":"13.1\/12\/16\/13.1-1099.12","metadata":false},{"id":57119,"structure_id":13582,"section_number":"13.1-1099.13","catch_line":"Waiver of cancellation upon dissolution; reinstatement of series limited liability company","url":"\/13.1-1099.13\/","token":"13.1\/12\/16\/13.1-1099.13","metadata":false},{"id":75947,"structure_id":13582,"section_number":"13.1-1099.14","catch_line":"Protected series may not be party to entity transaction","url":"\/13.1-1099.14\/","token":"13.1\/12\/16\/13.1-1099.14","metadata":false},{"id":59476,"structure_id":13582,"section_number":"13.1-1099.15","catch_line":"Restrictions on entity transaction involving a series limited liability company or a foreign series limited liability company","url":"\/13.1-1099.15\/","token":"13.1\/12\/16\/13.1-1099.15","metadata":false},{"id":73456,"structure_id":13582,"section_number":"13.1-1099.16","catch_line":"Merger authorized; parties restricted","url":"\/13.1-1099.16\/","token":"13.1\/12\/16\/13.1-1099.16","metadata":false},{"id":77582,"structure_id":13582,"section_number":"13.1-1099.17","catch_line":"Plan of merger","url":"\/13.1-1099.17\/","token":"13.1\/12\/16\/13.1-1099.17","metadata":false},{"id":69595,"structure_id":13582,"section_number":"13.1-1099.18","catch_line":"Articles of merger","url":"\/13.1-1099.18\/","token":"13.1\/12\/16\/13.1-1099.18","metadata":false},{"id":57317,"structure_id":13582,"section_number":"13.1-1099.19","catch_line":"Effect of merger","url":"\/13.1-1099.19\/","token":"13.1\/12\/16\/13.1-1099.19","metadata":false},{"id":87340,"structure_id":13582,"section_number":"13.1-1099.2","catch_line":"Associated assets","url":"\/13.1-1099.2\/","token":"13.1\/12\/16\/13.1-1099.2","metadata":false},{"id":84015,"structure_id":13582,"section_number":"13.1-1099.20","catch_line":"Application of \u00a7 13.1-1099.10 after merger","url":"\/13.1-1099.20\/","token":"13.1\/12\/16\/13.1-1099.20","metadata":false},{"id":81612,"structure_id":13582,"section_number":"13.1-1099.21","catch_line":"Governing law; foreign series limited liability companies and foreign protected series","url":"\/13.1-1099.21\/","token":"13.1\/12\/16\/13.1-1099.21","metadata":false},{"id":63955,"structure_id":13582,"section_number":"13.1-1099.22","catch_line":"No attribution of activities constituting transacting business or for establishing jurisdiction","url":"\/13.1-1099.22\/","token":"13.1\/12\/16\/13.1-1099.22","metadata":false},{"id":67053,"structure_id":13582,"section_number":"13.1-1099.23","catch_line":"Registration of foreign series limited liability company and foreign protected series; amended application; voluntary cancellation; reinstatement","url":"\/13.1-1099.23\/","token":"13.1\/12\/16\/13.1-1099.23","metadata":false},{"id":74322,"structure_id":13582,"section_number":"13.1-1099.24","catch_line":"Disclosure required when foreign series limited liability company or foreign protected series subject to proceeding","url":"\/13.1-1099.24\/","token":"13.1\/12\/16\/13.1-1099.24","metadata":false},{"id":73126,"structure_id":13582,"section_number":"13.1-1099.25","catch_line":"Uniformity of application and construction","url":"\/13.1-1099.25\/","token":"13.1\/12\/16\/13.1-1099.25","metadata":false},{"id":70064,"structure_id":13582,"section_number":"13.1-1099.26","catch_line":"Effect on certain actions","url":"\/13.1-1099.26\/","token":"13.1\/12\/16\/13.1-1099.26","metadata":false},{"id":79318,"structure_id":13582,"section_number":"13.1-1099.27","catch_line":"Relation to Electronic Signatures in Global and National Commerce Act","url":"\/13.1-1099.27\/","token":"13.1\/12\/16\/13.1-1099.27","metadata":false},{"id":83034,"structure_id":13582,"section_number":"13.1-1099.3","catch_line":"Associated members","url":"\/13.1-1099.3\/","token":"13.1\/12\/16\/13.1-1099.3","metadata":false},{"id":83613,"structure_id":13582,"section_number":"13.1-1099.4","catch_line":"Protected series membership interests","url":"\/13.1-1099.4\/","token":"13.1\/12\/16\/13.1-1099.4","metadata":false},{"id":55609,"structure_id":13582,"section_number":"13.1-1099.5","catch_line":"Management","url":"\/13.1-1099.5\/","token":"13.1\/12\/16\/13.1-1099.5","metadata":false},{"id":63606,"structure_id":13582,"section_number":"13.1-1099.6","catch_line":"Right of person not associated member of protected series to information concerning protected series","url":"\/13.1-1099.6\/","token":"13.1\/12\/16\/13.1-1099.6","metadata":false},{"id":64314,"structure_id":13582,"section_number":"13.1-1099.7","catch_line":"Limitations on liability","url":"\/13.1-1099.7\/","token":"13.1\/12\/16\/13.1-1099.7","metadata":false},{"id":59684,"structure_id":13582,"section_number":"13.1-1099.8","catch_line":"Claim seeking to disregard limitation of liability","url":"\/13.1-1099.8\/","token":"13.1\/12\/16\/13.1-1099.8","metadata":false},{"id":59181,"structure_id":13582,"section_number":"13.1-1099.9","catch_line":"Remedies of judgment creditor of associated member or protected series assignee","url":"\/13.1-1099.9\/","token":"13.1\/12\/16\/13.1-1099.9","metadata":false}],"previous_section":{"id":59342,"structure_id":13582,"section_number":"13.1-1090","catch_line":"Powers and duration of protected series","url":"\/13.1-1090\/","token":"13.1\/12\/16\/13.1-1090","metadata":false},"next_section":{"id":62538,"structure_id":13582,"section_number":"13.1-1092","catch_line":"Relation of operating agreement, this article, and the other articles of this chapter","url":"\/13.1-1092\/","token":"13.1\/12\/16\/13.1-1092","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1091\/","history_text":"

This law was first created in 2019. The record of its establishment is cataloged in chapter 636<\/a> of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year.<\/p>","references":[{"id":84976,"section_number":"13.1-1093","catch_line":"Additional limitations on operating agreement","order_by":null,"url":"\/13.1-1093\/"}],"refers_to":false,"permalink":{"id":148597,"object_type":"law","relational_id":55148,"identifier":"13.1-1091","token":"13.1\/12\/16\/13.1-1091","url":"\/13.1-1091\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1091\/","token":"13.1\/12\/16\/13.1-1091","dublin_core":{"Title":"Governing law","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1091","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

The law<\/span> of the Commonwealth governs:<\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The internal affairs of a protected series of a series limited liability company<\/span>, including:\n\t\t\ta. Relations among any associated members<\/span> of the protected series;\n\t\t\tb. Relations among the protected series and (i) any associated member<\/span>, (ii) the protected series manager<\/span>, or (iii) any protected series assignee<\/span>;\n\t\t\tc. Relations between any associated member<\/span> and (i) the protected series manager<\/span> or (ii) any protected series assignee<\/span>;\n\t\t\td. The rights and duties of a protected series manager<\/span>;\n\t\t\te. Governance decisions affecting the activities and affairs of the protected series and the conduct of those activities and affairs; and\n\t\t\tf. Procedures and conditions for becoming an associated member<\/span> or protected series assignee<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The relations between a protected series of a series limited liability company<\/span> and each of the following:\n\t\t\ta. The series limited liability company<\/span>;\n\t\t\tb. Another protected series of the series limited liability company<\/span>;\n\t\t\tc. A member<\/span> of the series limited liability company<\/span> that is not an associated member<\/span> of the protected series;\n\t\t\td. A protected series manager<\/span> that is not a protected series manager<\/span> of the protected series; and\n\t\t\te. A protected series assignee<\/span> that is not a protected series assignee<\/span> of the protected series; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The liability of a person<\/span> for a debt, obligation, or other liability of a protected series of a series limited liability company<\/span> if the debt, obligation, or liability is asserted solely by reason of the person<\/span> being or acting as:\n\t\t\ta. An associated member<\/span>, protected series assignee<\/span>, or protected series manager<\/span> of the protected series;\n\t\t\tb. A member<\/span> of the series limited liability company<\/span> that is not an associated member<\/span> of the protected series;\n\t\t\tc. A protected series manager<\/span> that is not a protected series manager<\/span> of the protected series;\n\t\t\td. A protected series assignee<\/span> that is not a protected series assignee<\/span> of the protected series;\n\t\t\te. A manager of the series limited liability company<\/span>; or\n\t\t\tf. An assignee of a membership interest<\/span> of the series limited liability company<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> The liability of a series limited liability company<\/span> for a debt, obligation, or other liability of a protected series of the series limited liability company<\/span> if the debt, obligation, or liability is asserted solely by reason of the series limited liability company<\/span>:\n\t\t\ta. Having a statement of protected series designation or a statement of designation change filed with the Commission<\/span>;\n\t\t\tb. Being or acting as a protected series manager<\/span> of the protected series;\n\t\t\tc. Having the protected series be or act as a manager of the series limited liability company<\/span>; or\n\t\t\td. Owning a protected series assignable interest of the protected series; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> The liability of a protected series of a series limited liability company<\/span> for a debt, obligation, or other liability of the series limited liability company<\/span> or of another protected series of the series limited liability company<\/span> if the debt, obligation, or liability is asserted solely by reason of:\n\t\t\ta. The protected series: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Being a protected series of the series limited liability company<\/span> or having as a protected series manager<\/span> the series limited liability company<\/span> or another protected series of the series limited liability company<\/span>; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Being or acting as a protected series manager<\/span> of another protected series of the series limited liability company<\/span> or a manager of the series limited liability company<\/span>; or\n\t\t\t\tb. The company owning a protected series membership interest<\/span> of the protected series. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nGOVERNING LAW (\u00a7 13.1-1091)\n\nThe law of the Commonwealth governs:\n\n1. The internal affairs of a protected series of a series limited liability\ncompany, including:\n\t\t\ta. Relations among any associated members of the protected series;\n\t\t\tb. Relations among the protected series and (i) any associated member, (ii)\nthe protected series manager, or (iii) any protected series assignee;\n\t\t\tc. Relations between any associated member and (i) the protected series\nmanager or (ii) any protected series assignee;\n\t\t\td. The rights and duties of a protected series manager;\n\t\t\te. Governance decisions affecting the activities and affairs of the protected\nseries and the conduct of those activities and affairs; and\n\t\t\tf. Procedures and conditions for becoming an associated member or protected\nseries assignee;\n\n2. The relations between a protected series of a series limited liability\ncompany and each of the following:\n\t\t\ta. The series limited liability company;\n\t\t\tb. Another protected series of the series limited liability company;\n\t\t\tc. A member of the series limited liability company that is not an associated\nmember of the protected series;\n\t\t\td. A protected series manager that is not a protected series manager of the\nprotected series; and\n\t\t\te. A protected series assignee that is not a protected series assignee of the\nprotected series;\n\n3. The liability of a person for a debt, obligation, or other liability of a\nprotected series of a series limited liability company if the debt, obligation,\nor liability is asserted solely by reason of the person being or acting as:\n\t\t\ta. An associated member, protected series assignee, or protected series\nmanager of the protected series;\n\t\t\tb. A member of the series limited liability company that is not an associated\nmember of the protected series;\n\t\t\tc. A protected series manager that is not a protected series manager of the\nprotected series;\n\t\t\td. A protected series assignee that is not a protected series assignee of the\nprotected series;\n\t\t\te. A manager of the series limited liability company; or\n\t\t\tf. An assignee of a membership interest of the series limited liability\ncompany;\n\n4. The liability of a series limited liability company for a debt, obligation,\nor other liability of a protected series of the series limited liability company\nif the debt, obligation, or liability is asserted solely by reason of the series\nlimited liability company:\n\t\t\ta. Having a statement of protected series designation or a statement of\ndesignation change filed with the Commission;\n\t\t\tb. Being or acting as a protected series manager of the protected series;\n\t\t\tc. Having the protected series be or act as a manager of the series limited\nliability company; or\n\t\t\td. Owning a protected series assignable interest of the protected series; and\n\n5. The liability of a protected series of a series limited liability company for\na debt, obligation, or other liability of the series limited liability company\nor of another protected series of the series limited liability company if the\ndebt, obligation, or liability is asserted solely by reason of:\n\t\t\ta. The protected series:\n\n 1. Being a protected series of the series limited liability company or having\n as a protected series manager the series limited liability company or another\n protected series of the series limited liability company; or\n\n 2. Being or acting as a protected series manager of another protected series\n of the series limited liability company or a manager of the series limited\n liability company; or\n \t\t\t\tb. The company owning a protected series membership interest of the\n protected series.\n\nHISTORY: 2019, c. 636.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}