House File 723 H-1110 Amend House File 723 as follows: 1 1. By striking everything after the enacting clause and 2 inserting: 3 < DIVISION I 4 UNIFORM PROTECTED SERIES ACT —— ENACTMENT 5 ARTICLE 12 6 PART 1 7 UNIFORM PROTECTED SERIES ACT 8 SUBPART A 9 GENERAL PROVISIONS 10 Section 1. NEW SECTION . 489.12101 Short title. 11 This part may be cited as the “Uniform Protected Series Act” . 12 Sec. 2. NEW SECTION . 489.12102 Definitions. 13 As used in this part, unless the context otherwise requires: 14 1. “Asset” means any of the following: 15 a. Property in which a series limited liability company or 16 protected series has rights. 17 b. Property as to which the company or protected series has 18 the power to transfer rights. 19 2. “Associated asset” means an asset that meets the 20 requirements of section 489.12301. 21 3. “Associated member” means a member that meets the 22 requirements of section 489.12302. 23 4. “Foreign protected series” means an arrangement, 24 configuration, or other structure established by a foreign 25 limited liability company which has attributes comparable to a 26 protected series established under this part. The term applies 27 whether or not the law under which the foreign company is 28 organized refers to “protected series”. 29 5. “Foreign series limited liability company” means a 30 foreign limited liability company that has at least one foreign 31 protected series. 32 6. “Nonassociated asset” means any of the following: 33 a. An asset of a series limited liability company which is 34 not an associated asset of the company. 35 -1- HF723.1454 (1) 88 (amending this HF 723 to CONFORM to SF 569) da/jh 1/ 43 #1.

b. An asset of a protected series of the company which is 1 not an associated asset of the protected series. 2 7. “Person” means the same as defined in section 4.1 and 3 includes a protected series. 4 8. “Protected series” , except in the phrase “foreign 5 protected series” , means a protected series established under 6 section 489.12201. 7 9. “Protected-series manager” means a person under whose 8 authority the powers of a protected series are exercised 9 and under whose direction the activities and affairs of the 10 protected series are managed under the operating agreement, 11 this part, and this chapter. 12 10. “Protected-series transferable interest” means a right to 13 receive a distribution from a protected series. 14 11. “Protected-series transferee” means a person to which 15 all or part of a protected-series transferable interest of a 16 protected series of a series limited liability company has 17 been transferred, other than the company. The term includes a 18 person that owns a protected-series transferable interest as 19 a result of ceasing to be an associated member of a protected 20 series. 21 12. “Series limited liability company” , except in the phrase 22 “foreign series limited liability company” , means a limited 23 liability company that has at least one protected series. 24 Sec. 3. NEW SECTION . 489.12103 Nature of protected series. 25 A protected series of a series limited liability company is a 26 person distinct from all of the following: 27 1. The company, subject to section 489.12104, subsection 28 3, section 489.12501, subsection 1, and section 489.12502, 29 subsection 4. 30 2. Another protected series of the company. 31 3. A member of the company, whether or not the member is an 32 associated member of the protected series. 33 4. A protected-series transferee of a protected series of 34 the company. 35 -2- HF723.1454 (1) 88 (amending this HF 723 to CONFORM to SF 569) da/jh 2/ 43

5. A transferee of a transferable interest of the company. 1 Sec. 4. NEW SECTION . 489.12104 Powers and duration of 2 protected series. 3 1. A protected series of a series limited liability company 4 has the capacity to sue and be sued in its own name. 5 2. Except as otherwise provided in subsections 3 and 4, a 6 protected series of a series limited liability company has the 7 same powers and purposes as the company. 8 3. A protected series of a series limited liability company 9 ceases to exist not later than when the company completes its 10 winding up. 11 4. A protected series of a series limited liability company 12 shall not do any of the following: 13 a. Be a member of the company. 14 b. Establish a protected series. 15 c. Except as permitted by law of this state other than this 16 part, have a purpose or power that the law of this state other 17 than this part prohibits a limited liability company from doing 18 or having. 19 Sec. 5. NEW SECTION . 489.12105 Governing law. 20 The law of this state governs all of the following: 21 1. The internal affairs of a protected series of a series 22 limited liability company, including all of the following: 23 a. Relations among any associated members of the protected 24 series. 25 b. Relations among the protected series and any of the 26 following: 27 (1) Any associated member. 28 (2) The protected-series manager. 29 (3) Any protected-series transferee. 30 c. Relations between any associated member and any of the 31 following: 32 (1) The protected-series manager. 33 (2) Any protected-series transferee. 34 d. The rights and duties of a protected-series manager. 35 -3- HF723.1454 (1) 88 (amending this HF 723 to CONFORM to SF 569) da/jh 3/ 43

e. Governance decisions affecting the activities and affairs 1 of the protected series and the conduct of those activities and 2 affairs. 3 f. Procedures and conditions for becoming an associated 4 member or protected-series transferee. 5 2. The relations between a protected series of a series 6 limited liability company and each of the following: 7 a. The company. 8 b. Another protected series of the company. 9 c. A member of the company which is not an associated member 10 of the protected series. 11 d. A protected-series manager that is not a protected-series 12 manager of the protected series. 13 e. A protected-series transferee that is not a 14 protected-series transferee of the protected series. 15 3. The liability of a person for a debt, obligation, or 16 other liability of a protected series of a series limited 17 liability company if the debt, obligation, or liability is 18 asserted solely by reason of the person being or acting as any 19 of the following: 20 a. An associated member, protected-series transferee, or 21 protected-series manager of the protected series. 22 b. A member of the company which is not an associated member 23 of the protected series. 24 c. A protected-series manager that is not a protected-series 25 manager of the protected series. 26 d. A protected-series transferee that is not a 27 protected-series transferee of the protected series. 28 e. A manager of the company. 29 f. A transferee of a transferable interest of the company. 30 4. The liability of a series limited liability company for 31 a debt, obligation, or other liability of a protected series of 32 the company if the debt, obligation, or liability is asserted 33 solely by reason of the company doing any of the following: 34 a. Having delivered to the secretary of state for filing 35 -4- HF723.1454 (1) 88 (amending this HF 723 to CONFORM to SF 569) da/jh 4/ 43

under section 489.12201, subsection 2, a protected series 1 designation pertaining to the protected series or under section 2 489.12201, subsection 4, or section 489.12202, subsection 3, 3 a statement of designation change pertaining to the protected 4 series. 5 b. Being or acting as a protected-series manager of the 6 protected series. 7 c. Having the protected series be or act as a manager of the 8 company. 9 d. Owning a protected-series transferable interest of the 10 protected series. 11 5. The liability of a protected series of a series limited 12 liability company for a debt, obligation, or other liability of 13 the company or of another protected series of the company if 14 the debt, obligation, or liability is asserted solely by reason 15 of any of the following: 16 a. The protected series is any of the following: 17 (1) A protected series of the company or having as a 18 protected-series manager the company or another protected 19 series of the company. 20 (2) Acting as a protected-series manager of another 21 protected series of the company or a manager of the company. 22 b. The company owning a protected-series transferable 23 interest of the protected series. 24 Sec. 6. NEW SECTION . 489.12106 Relation of operating 25 agreement, this part, and this chapter. 26 1. Except as otherwise provided in this section and subject 27 to sections 489.12107 and 489.12108, the operating agreement 28 of a series limited liability company governs all of the 29 following: 30 a. The internal affairs of a protected series, including all 31 of the following: 32 (1) Relations among any associated members of the protected 33 series. 34 (2) Relations among the protected series and any of the 35 -5- HF723.1454 (1) 88 (amending this HF 723 to CONFORM to SF 569) da/jh 5/ 43

following: 1 (a) Any associated member. 2 (b) The protected-series manager. 3 (c) Any protected-series transferee. 4 (3) Relations between any associated member and any of the 5 following: 6 (a) The protected-series manager. 7 (b) Any protected-series transferee. 8 (4) The rights and duties of a protected-series manager. 9 (5) Governance decisions affecting the activities and 10 affairs of the protected series and the conduct of those 11 activities and affairs. 12 (6) Procedures and conditions for becoming an associated 13 member or protected-series transferee. 14 b. Relations among the protected series, the company, and 15 any other protected series of the company. 16 c. Relations between all of the following: 17 (1) The protected series, its protected-series manager, 18 any associated member of the protected series, or any 19 protected-series transferee of the protected series. 20 (2) A person in the person’s capacity as any of the 21 following: 22 (a) A member of the company which is not an associated 23 member of the protected series. 24 (b) A protected-series transferee or protected-series 25 manager of another protected series. 26 (c) A transferee of the company. 27 2. If this chapter otherwise restricts the power of an 28 operating agreement to affect a matter, the restriction 29 applies to a matter under this part in accordance with section 30 489.12108. 31 3. If law of this state other than this part imposes a 32 prohibition, limitation, requirement, condition, obligation, 33 liability, or other restriction on a limited liability 34 company, a member, manager, or other agent of the company, or a 35 -6- HF723.1454 (1) 88 (amending this HF 723 to CONFORM to SF 569) da/jh 6/ 43

transferee of the company, except as otherwise provided in law 1 of this state other than this part, the restriction applies in 2 accordance with section 489.12108. 3 4. Except as otherwise provided in section 489.12107, if 4 the operating agreement of a series limited liability company 5 does not provide for a matter described in subsection 1 in a 6 manner permitted by this article, the matter is determined in 7 accordance with the following rules: 8 a. To the extent this part addresses the matter, this part 9 governs. 10 b. To the extent this part does not address the matter, the 11 other articles of this chapter governs the matter in accordance 12 with section 489.12108. 13 Sec. 7. NEW SECTION . 489.12107 Additional limitations on 14 operating agreement. 15 1. An operating agreement shall not vary the effect of any 16 of the following: 17 a. This section. 18 b. Section 489.12103. 19 c. Section 489.12104, subsection 1. 20 d. Section 489.12104, subsection 2, to provide a protected 21 series a power beyond the powers this chapter provides a 22 limited liability company. 23 e. Section 489.12104, subsection 3 or 4. 24 f. Section 489.12105. 25 g. Section 489.12106. 26 h. Section 489.12108. 27 i. Section 489.12201, except to vary the manner in which 28 a limited liability company approves establishing a protected 29 series. 30 j. Section 489.12202. 31 k. Section 489.12301. 32 l. Section 489.12302. 33 m. Section 489.12303, subsection 1 or 2. 34 n. Section 489.12304, subsection 3 or 6. 35 -7- HF723.1454 (1) 88 (amending this HF 723 to CONFORM to SF 569) da/jh 7/ 43

o. Section 489.12401, except to decrease or eliminate a 1 limitation of liability stated in section 489.12401. 2 p. Section 489.12402. 3 q. Section 489.12403. 4 r. Section 489.12404. 5 s. Section 489.12501, subsections 1, 4, and 5. 6 t. Section 489.12502, except to designate a different person 7 to manage winding up. 8 u. Section 489.12503. 9 v. Article 6. 10 w. Article 7. 11 x. Article 8, except to vary any of the following: 12 (1) The manner in which a series limited liability company 13 may elect under section 489.12803, subsection 1, paragraph “b” , 14 to be subject to this part. 15 (2) The person that has the right to sign and deliver to the 16 secretary of state for filing a record under section 489.12803, 17 subsection 2, paragraph “b” . 18 y. A provision of this part pertaining to any of the 19 following: 20 (1) Registered agents. 21 (2) The secretary of state, including provisions pertaining 22 to records authorized or required to be delivered to the 23 secretary of state for filing under this part. 24 2. An operating agreement shall not unreasonably restrict 25 the duties and rights under section 489.12305 but may impose 26 reasonable restrictions on the availability and use of 27 information obtained under section 489.12305 and may provide 28 appropriate remedies, including liquidated damages, for a 29 breach of any reasonable restriction on use. 30 Sec. 8. NEW SECTION . 489.12108 Rules for applying to 31 specified provisions of this chapter to specified provisions of 32 this part. 33 1. Except as otherwise provided in subsection 2 and section 34 489.12107, the following rules apply in applying section 35 -8- HF723.1454 (1) 88 (amending this HF 723 to CONFORM to SF 569) da/jh 8/ 43

489.12106, section 489.12304, subsections 3 and 6, section 1 489.12501, subsection 4, paragraph “a” , section 489.12502, 2 subsection 1, and section 489.12503, subsection 2: 3 a. A protected series of a series limited liability company 4 is deemed to be a limited liability company that is formed 5 separately from the series limited liability company and is 6 distinct from the series limited liability company and any 7 other protected series of the series limited liability company. 8 b. An associated member of the protected series is deemed to 9 be a member of the company deemed to exist under paragraph “a” . 10 c. A protected-series transferee of the protected series is 11 deemed to be a transferee of the company deemed to exist under 12 paragraph “a” . 13 d. A protected-series transferable interest of the protected 14 series is deemed to be a transferable interest of the company 15 deemed to exist under paragraph “a” . 16 e. A protected-series manager is deemed to be a manager of 17 the company deemed to exist under paragraph “a” . 18 f. An asset of the protected series is deemed to be an asset 19 of the company deemed to exist under paragraph “a” , whether or 20 not the asset is an associated asset of the protected series. 21 g. Any creditor or other obligee of the protected series 22 is deemed to be a creditor or obligee of the company deemed to 23 exist under paragraph “a” . 24 2. Subsection 1 does not apply if its application would do 25 any of the following: 26 a. Contravene section 489.110. 27 b. Authorize or require the secretary of state to do any of 28 the following: 29 (1) Accept for filing a type of record that neither this 30 part nor any of the other articles of this chapter authorizes 31 or requires a person to deliver to the secretary of state for 32 filing. 33 (2) Make or deliver a record that neither this part nor 34 the other articles of this chapter authorizes or requires the 35 -9- HF723.1454 (1) 88 (amending this HF 723 to CONFORM to SF 569) da/jh 9/ 43

secretary of state to make or deliver. 1 SUBPART B 2 ESTABLISHING PROTECTED SERIES 3 Sec. 9. NEW SECTION . 489.12201 Protected series designation 4 —— amendment. 5 1. With the affirmative vote or consent of all members 6 of a limited liability company, the company may establish a 7 protected series. 8 2. To establish a protected series, a limited liability 9 company shall deliver to the secretary of state for filing a 10 protected series designation, signed by the company, stating 11 the name of the company and the name of the protected series to 12 be established. 13 3. A protected series is established when the protected 14 series designation takes effect under section 489.205. 15 4. To amend a protected series designation, a series limited 16 liability company shall deliver to the secretary of state 17 for filing a statement of designation change, signed by the 18 company, that changes the name of the company, the name of the 19 protected series to which the designation applies, or both. 20 The change takes effect when the statement of designation 21 change takes effect under section 489.205. 22 Sec. 10. NEW SECTION . 489.12202 Name. 23 1. Except as otherwise provided in subsection 2, the name of 24 a protected series must comply with section 489.108. 25 2. The name of a protected series of a series limited 26 liability company must do all of the following: 27 a. Begin with the name of the company, including any word or 28 abbreviation required by section 489.108. 29 b. Contain the phrase “Protected Series” or “protected 30 series” or the abbreviation “P.S.” or “PS”. 31 3. If a series limited liability company changes its name, 32 the company shall deliver to the secretary of state for filing 33 a statement of designation change for each of the company’s 34 protected series, changing the name of each protected series to 35 -10- HF723.1454 (1) 88 (amending this HF 723 to CONFORM to SF 569) da/jh 10/ 43

comply with this section. 1 Sec. 11. NEW SECTION . 489.12203 Registered agent. 2 1. The registered agent in this state for a series limited 3 liability company is the registered agent in this state for 4 each protected series of the company. 5 2. Before delivering a protected series designation to the 6 secretary of state for filing, a limited liability company 7 shall agree with a registered agent that the agent will serve 8 as the registered agent in this state for both the company and 9 the protected series. 10 3. A person that signs a protected series designation 11 delivered to the secretary of state for filing affirms as a 12 fact that the limited liability company on whose behalf the 13 designation is delivered has complied with subsection 2. 14 4. A person that ceases to be the registered agent for a 15 series limited liability company ceases to be the registered 16 agent for each protected series of the company. 17 5. A person that ceases to be the registered agent for a 18 protected series of a series limited liability company, other 19 than as a result of the termination of the protected series, 20 ceases to be the registered agent of the company and any other 21 protected series of the company. 22 6. Except as otherwise agreed by a series limited liability 23 company and its registered agent, the agent is not obligated to 24 distinguish between a process, notice, demand, or other record 25 concerning the company and a process, notice, demand, or other 26 record concerning a protected series of the company. 27 Sec. 12. NEW SECTION . 489.12204 Service of process, notice, 28 demand, or other record. 29 1. A protected series of a series limited liability company 30 may be served with a process, notice, demand, or other record 31 required or permitted by law by any of the following: 32 a. Serving the company. 33 b. Serving the registered agent of the protected series. 34 c. Other means authorized by law of this state other than 35 -11- HF723.1454 (1) 88 (amending this HF 723 to CONFORM to SF 569) da/jh 11/ 43

the other articles of this chapter. 1 2. Service of a summons and complaint on a series limited 2 liability company is notice to each protected series of 3 the company of service of the summons and complaint and the 4 contents of the complaint. 5 3. Service of a summons and complaint on a protected series 6 of a series limited liability company is notice to the company 7 and any other protected series of the company of service of the 8 summons and complaint and the contents of the complaint. 9 4. Service of a summons and complaint on a foreign series 10 limited liability company is notice to each foreign protected 11 series of the foreign company of service of the summons and 12 complaint and the contents of the complaint. 13 5. Service of a summons and complaint on a foreign protected 14 series of a foreign series limited liability company is notice 15 to the foreign company and any other foreign protected series 16 of the company of service of the summons and complaint and the 17 contents of the complaint. 18 6. Notice to a person under subsection 2, 3, 4, or 5 is 19 effective whether or not the summons and complaint identify 20 the person if the summons and complaint name as a party and 21 identify any of the following: 22 a. The series limited liability company or a protected 23 series of the company. 24 b. The foreign series limited liability company or a foreign 25 protected series of the foreign company. 26 Sec. 13. NEW SECTION . 489.12205 Certificate of existence 27 for protected series. 28 1. On request of any person, the secretary of state shall 29 issue a certificate of existence for a protected series of a 30 series limited liability company or a certificate of authority 31 for a foreign protected series in the following circumstances: 32 a. In the case of a protected series, if all of the 33 following apply: 34 (1) No statement of dissolution, termination, or relocation 35 -12- HF723.1454 (1) 88 (amending this HF 723 to CONFORM to SF 569) da/jh 12/ 43

pertaining to the protected series has been filed. 1 (2) The company has delivered to the secretary of state 2 for filing the most recent biennial report required by section 3 489.209 and the report includes the name of the protected 4 series, unless any of the following applies: 5 (a) When the company delivered the report for filing, the 6 protected series designation pertaining to the protected series 7 had not yet taken effect. 8 (b) After the company delivered the report for filing, 9 the company delivered to the secretary of state for filing 10 a statement of designation change changing the name of the 11 protected series. 12 b. In the case of a foreign protected series, it is 13 authorized to do business in this state. 14 2. A certificate issued under subsection 1 must state all 15 of the following: 16 a. In the case of a protected series, all of the following: 17 (1) The name of the protected series of the series limited 18 liability company and the name of the company. 19 (2) That the requirements of subsection 1 are met. 20 (3) The date the protected series designation pertaining to 21 the protected series took effect. 22 (4) If a statement of designation change pertaining to 23 the protected series has been filed, the effective date and 24 contents of the statement. 25 b. In the case of a foreign protected series, that it is 26 authorized to do business in this state. 27 c. That all fees, taxes, interest, and penalties due under 28 this chapter or other law to the secretary of state have been 29 paid if all of the following apply: 30 (1) Payment is reflected in the records of the secretary of 31 state. 32 (2) Nonpayment affects the existence or good standing of the 33 protected series. 34 d. Other facts reflected in the records of the secretary of 35 -13- HF723.1454 (1) 88 (amending this HF 723 to CONFORM to SF 569) da/jh 13/ 43

state pertaining to the protected series or foreign protected 1 series which the person requesting the certificate reasonably 2 requests. 3 3. Subject to any qualification stated by the secretary 4 of state in a certificate issued under subsection 1, the 5 certificate may be relied on as conclusive evidence of the 6 facts stated in the certificate. 7 Sec. 14. NEW SECTION . 489.12206 Information required in 8 biennial report —— effect of failure to provide. 9 1. In the biennial report required by section 489.209, a 10 series limited liability company shall include the name of each 11 protected series of the company for which all of the following 12 applies: 13 a. For which the company has previously delivered to the 14 secretary of state for filing a protected series designation. 15 b. Which has not dissolved and completed winding up. 16 2. A failure by a series limited liability company to comply 17 with subsection 1 with regard to a protected series prevents 18 issuance of a certificate of good standing pertaining to the 19 protected series but does not otherwise affect the protected 20 series. 21 SUBPART C 22 ASSOCIATED ASSET, ASSOCIATED MEMBER, PROTECTED-SERIES 23 TRANSFERABLE INTEREST, MANAGEMENT, AND RIGHT OF INFORMATION 24 Sec. 15. NEW SECTION . 489.12301 Associated asset. 25 1. Only an asset of a protected series may be an associated 26 asset of the protected series. Only an asset of a series 27 limited liability company may be an associated asset of the 28 company. 29 2. An asset of a protected series of a series limited 30 liability company is an associated asset of the protected 31 series only if the protected series creates and maintains 32 records that state the name of the protected series and 33 describe the asset with sufficient specificity to permit 34 a disinterested, reasonable individual to do all of the 35 -14- HF723.1454 (1) 88 (amending this HF 723 to CONFORM to SF 569) da/jh 14/ 43

following: 1 a. Identify the asset and distinguish it from any other 2 asset of the protected series, any asset of the company, and 3 any asset of any other protected series of the company. 4 b. Determine when and from what person the protected series 5 acquired the asset or how the asset otherwise became an asset 6 of the protected series. 7 c. If the protected series acquired the asset from the 8 company or another protected series of the company, determine 9 any consideration paid, the payor, and the payee. 10 3. An asset of a series limited liability company is an 11 associated asset of the company only if the company creates 12 and maintains records that state the name of the company and 13 describe the asset with sufficient specificity to permit 14 a disinterested, reasonable individual to do all of the 15 following: 16 a. Identify the asset and distinguish it from any other 17 asset of the company and any asset of any protected series of 18 the company. 19 b. Determine when and from what person the company acquired 20 the asset or how the asset otherwise became an asset of the 21 company. 22 c. If the company acquired the asset from a protected series 23 of the company, determine any consideration paid, the payor, 24 and the payee. 25 4. The records and recordkeeping required by subsections 26 2 and 3 may be organized by specific listing, category, 27 type, quantity, or computational or allocational formula or 28 procedure, including a percentage or share of any asset, or in 29 any other reasonable manner. 30 5. To the extent permitted by this section and law of this 31 state other than this part, a series limited liability company 32 or protected series of the company may hold an associated asset 33 directly or indirectly, through a representative, nominee, or 34 similar arrangement, except that all of the following applies: 35 -15- HF723.1454 (1) 88 (amending this HF 723 to CONFORM to SF 569) da/jh 15/ 43

a. A protected series shall not hold an associated asset 1 in the name of the company or another protected series of the 2 company. 3 b. The company shall not hold an associated asset in the 4 name of a protected series of the company. 5 Sec. 16. NEW SECTION . 489.12302 Associated member. 6 1. Only a member of a series limited liability company may 7 be an associated member of a protected series of the company. 8 2. A member of a series limited liability company becomes an 9 associated member of a protected series of the company if the 10 operating agreement or a procedure established by the agreement 11 states all of the following: 12 a. That the member is an associated member of the protected 13 series. 14 b. The date on which the member became an associated member. 15 c. Any protected-series transferable interest the associated 16 member has in connection with becoming or being an associated 17 member. 18 3. If a person that is an associated member of a protected 19 series of a series limited liability company is dissociated 20 from the company, the person ceases to be an associated member 21 of the protected series. 22 Sec. 17. NEW SECTION . 489.12303 Protected-series 23 transferable interest. 24 1. A protected-series transferable interest of a protected 25 series of a series limited liability company must be owned 26 initially by an associated member of the protected series or 27 the company. 28 2. If a protected series of a series limited liability 29 company has no associated members when established, the 30 company owns the protected-series transferable interests in the 31 protected series. 32 3. In addition to acquiring a protected series transferable 33 series interest under subsection 2, a series limited liability 34 company may acquire a protected-series transferable interest 35 -16- HF723.1454 (1) 88 (amending this HF 723 to CONFORM to SF 569) da/jh 16/ 43

through a transfer from another person or as provided in the 1 operating agreement. 2 4. Except for section 489.12108, subsection 1, 3 paragraph “c” , a provision of this part which applies to 4 a protected-series transferee of a protected series of a 5 series limited liability company applies to the company in 6 its capacity as an owner of a protected-series transferable 7 interest of the protected series. A provision of the operating 8 agreement of a series limited liability company which applies 9 to a protected-series transferee of a protected series of the 10 company applies to the company in its capacity as an owner of a 11 protected-series transferable interest of the protected series. 12 Sec. 18. NEW SECTION . 489.12304 Management. 13 1. A protected series may have more than one 14 protected-series manager. 15 2. If a protected series has no associated members, the 16 series limited liability company is the protected-series 17 manager. 18 3. Section 489.12108 applies to determine any duties of 19 a protected-series manager of a protected series of a series 20 limited liability company to all of the following: 21 a. The protected series. 22 b. Any associated member of the protected series. 23 c. Any protected-series transferee of the protected series. 24 4. Solely by reason of being or acting as a protected-series 25 manager of a protected series of a series limited liability 26 company, a person owes no duty to any of the following: 27 a. The company. 28 b. Another protected series of the company. 29 c. Another person in that person’s capacity as any of the 30 following: 31 (1) A member of the company which is not an associated 32 member of the protected series. 33 (2) A protected-series transferee or protected-series 34 manager of another protected series. 35 -17- HF723.1454 (1) 88 (amending this HF 723 to CONFORM to SF 569) da/jh 17/ 43

(3) A transferee of the company. 1 5. An associated member of a protected series of a series 2 limited liability company has the same rights as any other 3 member of the company to vote on or consent to an amendment to 4 the company’s operating agreement or any other matter being 5 decided by the members, whether or not the amendment or matter 6 affects the interests of the protected series or the associated 7 member. 8 6. Article 9 applies to a protected series in accordance 9 with section 489.12108. 10 Sec. 19. NEW SECTION . 489.12305 Right of person not 11 associated member of protected series to information concerning 12 protected series. 13 1. A member of a series limited liability company which 14 is not an associated member of a protected series of the 15 company has a right to information concerning the protected 16 series to the same extent, in the same manner, and under 17 the same conditions that a member that is not a manager of 18 a manager-managed limited liability company has a right to 19 information concerning the company under section 489.410, 20 subsection 2. 21 2. A person formerly an associated member of a protected 22 series has a right to information concerning the protected 23 series to the same extent, in the same manner, and under 24 the same conditions that a person dissociated as a member of 25 a manager-managed limited liability company has a right to 26 information concerning the company under section 489.410, 27 subsection 3. 28 3. If an associated member of a protected series dies, the 29 legal representative of the deceased associated member has a 30 right to information concerning the protected series to the 31 same extent, in the same manner, and under the same conditions 32 that the legal representative of a deceased member of a limited 33 liability company has a right to information concerning the 34 company under section 489.504. 35 -18- HF723.1454 (1) 88 (amending this HF 723 to CONFORM to SF 569) da/jh 18/ 43

4. A protected-series manager of a protected series has a 1 right to information concerning the protected series to the 2 same extent, in the same manner, and under the same conditions 3 that a manager of a manager-managed limited liability company 4 has a right to information concerning the company under section 5 489.410, subsection 2. 6 SUBPART D 7 LIMITATION ON LIABILITY AND ENFORCEMENT OF CLAIMS 8 Sec. 20. NEW SECTION . 489.12401 Limitations on liability. 9 1. A person is not liable, directly or indirectly, by way 10 of contribution or otherwise, for a debt, obligation, or other 11 liability of any of the following: 12 a. A protected series of a series limited liability company 13 solely by reason of being or acting as any of the following: 14 (1) An associated member, protected-series manager, or 15 protected-series transferee of the protected series. 16 (2) A member, manager, or a transferee of the company. 17 b. A series limited liability company solely by reason 18 of being or acting as an associated member, protected-series 19 manager, or protected-series transferee of a protected series 20 of the company. 21 2. Subject to section 489.12404, all of the following rules 22 apply: 23 a. A debt, obligation, or other liability of a series 24 limited liability company is solely the debt, obligation, or 25 liability of the company. 26 b. A debt, obligation, or other liability of a protected 27 series is solely the debt, obligation, or liability of the 28 protected series. 29 c. A series limited liability company is not liable, 30 directly or indirectly, by way of contribution or otherwise, 31 for a debt, obligation, or other liability of a protected 32 series of the company solely by reason of the protected series 33 being a protected series of the company or the company for any 34 of the following: 35 -19- HF723.1454 (1) 88 (amending this HF 723 to CONFORM to SF 569) da/jh 19/ 43

(1) Being or acting as a protected-series manager of the 1 protected series. 2 (2) Having the protected series manage the company. 3 (3) Owning a protected-series transferable interest of the 4 protected series. 5 d. A protected series of a series limited liability company 6 is not liable, directly or indirectly, by way of contribution 7 or otherwise, for a debt, obligation, or other liability of the 8 company or another protected series of the company solely by 9 reason of any of the following: 10 (1) Being a protected series of the company. 11 (2) Being or acting as a manager of the company or a 12 protected-series manager of another protected series of the 13 company. 14 (3) Having the company or another protected series of 15 the company be or act as a protected-series manager of the 16 protected series. 17 Sec. 21. NEW SECTION . 489.12402 Claim seeking to disregard 18 limitation of liability. 19 1. Except as otherwise provided in subsection 2, a claim 20 seeking to disregard a limitation in section 489.12401 is 21 governed by the principles of law and equity, including a 22 principle providing a right to a creditor or holding a person 23 liable for a debt, obligation, or other liability of another 24 person, which would apply if each protected series of a series 25 limited liability company were a limited liability company 26 formed separately from the series limited liability company 27 and distinct from the series limited liability company and any 28 other protected series of the series limited liability company. 29 2. The failure of a limited liability company or a protected 30 series to observe formalities relating to the exercise of 31 its powers or management of its activities and affairs is 32 not a ground to disregard a limitation in section 489.12401, 33 subsection 1, but may be a ground to disregard a limitation in 34 section 489.12401, subsection 2. 35 -20- HF723.1454 (1) 88 (amending this HF 723 to CONFORM to SF 569) da/jh 20/ 43