Senate
File
569
-
Enrolled
Senate
File
569
AN
ACT
RELATING
TO
BUSINESS
ENTITIES,
BY
PROVIDING
FOR
DIFFERENT
TYPES
OF
LIMITED
LIABILITY
COMPANIES
AND
THE
DISSOLUTION
OF
LIMITED
LIABILITY
COMPANIES,
AND
INCLUDING
EFFECTIVE
DATE
PROVISIONS.
BE
IT
ENACTED
BY
THE
GENERAL
ASSEMBLY
OF
THE
STATE
OF
IOWA:
DIVISION
I
UNIFORM
PROTECTED
SERIES
ACT
——
ENACTMENT
ARTICLE
12
PART
1
UNIFORM
PROTECTED
SERIES
ACT
SUBPART
A
GENERAL
PROVISIONS
Section
1.
NEW
SECTION
.
489.12101
Short
title.
This
part
may
be
cited
as
the
“Uniform
Protected
Series
Act”
.
Sec.
2.
NEW
SECTION
.
489.12102
Definitions.
As
used
in
this
part,
unless
the
context
otherwise
requires:
1.
“Asset”
means
any
of
the
following:
a.
Property
in
which
a
series
limited
liability
company
or
protected
series
has
rights.
b.
Property
as
to
which
the
company
or
protected
series
has
the
power
to
transfer
rights.
2.
“Associated
asset”
means
an
asset
that
meets
the
requirements
of
section
489.12301.
3.
“Associated
member”
means
a
member
that
meets
the
requirements
of
section
489.12302.
Senate
File
569,
p.
2
4.
“Foreign
protected
series”
means
an
arrangement,
configuration,
or
other
structure
established
by
a
foreign
limited
liability
company
which
has
attributes
comparable
to
a
protected
series
established
under
this
part.
The
term
applies
whether
or
not
the
law
under
which
the
foreign
company
is
organized
refers
to
“protected
series”.
5.
“Foreign
series
limited
liability
company”
means
a
foreign
limited
liability
company
that
has
at
least
one
foreign
protected
series.
6.
“Nonassociated
asset”
means
any
of
the
following:
a.
An
asset
of
a
series
limited
liability
company
which
is
not
an
associated
asset
of
the
company.
b.
An
asset
of
a
protected
series
of
the
company
which
is
not
an
associated
asset
of
the
protected
series.
7.
“Person”
means
the
same
as
defined
in
section
4.1
and
includes
a
protected
series.
8.
“Protected
series”
,
except
in
the
phrase
“foreign
protected
series”
,
means
a
protected
series
established
under
section
489.12201.
9.
“Protected-series
manager”
means
a
person
under
whose
authority
the
powers
of
a
protected
series
are
exercised
and
under
whose
direction
the
activities
and
affairs
of
the
protected
series
are
managed
under
the
operating
agreement,
this
part,
and
this
chapter.
10.
“Protected-series
transferable
interest”
means
a
right
to
receive
a
distribution
from
a
protected
series.
11.
“Protected-series
transferee”
means
a
person
to
which
all
or
part
of
a
protected-series
transferable
interest
of
a
protected
series
of
a
series
limited
liability
company
has
been
transferred,
other
than
the
company.
The
term
includes
a
person
that
owns
a
protected-series
transferable
interest
as
a
result
of
ceasing
to
be
an
associated
member
of
a
protected
series.
12.
“Series
limited
liability
company”
,
except
in
the
phrase
“foreign
series
limited
liability
company”
,
means
a
limited
liability
company
that
has
at
least
one
protected
series.
Sec.
3.
NEW
SECTION
.
489.12103
Nature
of
protected
series.
A
protected
series
of
a
series
limited
liability
company
is
a
person
distinct
from
all
of
the
following:
Senate
File
569,
p.
3
1.
The
company,
subject
to
section
489.12104,
subsection
3,
section
489.12501,
subsection
1,
and
section
489.12502,
subsection
4.
2.
Another
protected
series
of
the
company.
3.
A
member
of
the
company,
whether
or
not
the
member
is
an
associated
member
of
the
protected
series.
4.
A
protected-series
transferee
of
a
protected
series
of
the
company.
5.
A
transferee
of
a
transferable
interest
of
the
company.
Sec.
4.
NEW
SECTION
.
489.12104
Powers
and
duration
of
protected
series.
1.
A
protected
series
of
a
series
limited
liability
company
has
the
capacity
to
sue
and
be
sued
in
its
own
name.
2.
Except
as
otherwise
provided
in
subsections
3
and
4,
a
protected
series
of
a
series
limited
liability
company
has
the
same
powers
and
purposes
as
the
company.
3.
A
protected
series
of
a
series
limited
liability
company
ceases
to
exist
not
later
than
when
the
company
completes
its
winding
up.
4.
A
protected
series
of
a
series
limited
liability
company
shall
not
do
any
of
the
following:
a.
Be
a
member
of
the
company.
b.
Establish
a
protected
series.
c.
Except
as
permitted
by
law
of
this
state
other
than
this
part,
have
a
purpose
or
power
that
the
law
of
this
state
other
than
this
part
prohibits
a
limited
liability
company
from
doing
or
having.
Sec.
5.
NEW
SECTION
.
489.12105
Governing
law.
The
law
of
this
state
governs
all
of
the
following:
1.
The
internal
affairs
of
a
protected
series
of
a
series
limited
liability
company,
including
all
of
the
following:
a.
Relations
among
any
associated
members
of
the
protected
series.
b.
Relations
among
the
protected
series
and
any
of
the
following:
(1)
Any
associated
member.
(2)
The
protected-series
manager.
(3)
Any
protected-series
transferee.
c.
Relations
between
any
associated
member
and
any
of
the
Senate
File
569,
p.
4
following:
(1)
The
protected-series
manager.
(2)
Any
protected-series
transferee.
d.
The
rights
and
duties
of
a
protected-series
manager.
e.
Governance
decisions
affecting
the
activities
and
affairs
of
the
protected
series
and
the
conduct
of
those
activities
and
affairs.
f.
Procedures
and
conditions
for
becoming
an
associated
member
or
protected-series
transferee.
2.
The
relations
between
a
protected
series
of
a
series
limited
liability
company
and
each
of
the
following:
a.
The
company.
b.
Another
protected
series
of
the
company.
c.
A
member
of
the
company
which
is
not
an
associated
member
of
the
protected
series.
d.
A
protected-series
manager
that
is
not
a
protected-series
manager
of
the
protected
series.
e.
A
protected-series
transferee
that
is
not
a
protected-series
transferee
of
the
protected
series.
3.
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
any
of
the
following:
a.
An
associated
member,
protected-series
transferee,
or
protected-series
manager
of
the
protected
series.
b.
A
member
of
the
company
which
is
not
an
associated
member
of
the
protected
series.
c.
A
protected-series
manager
that
is
not
a
protected-series
manager
of
the
protected
series.
d.
A
protected-series
transferee
that
is
not
a
protected-series
transferee
of
the
protected
series.
e.
A
manager
of
the
company.
f.
A
transferee
of
a
transferable
interest
of
the
company.
4.
The
liability
of
a
series
limited
liability
company
for
a
debt,
obligation,
or
other
liability
of
a
protected
series
of
the
company
if
the
debt,
obligation,
or
liability
is
asserted
solely
by
reason
of
the
company
doing
any
of
the
following:
a.
Having
delivered
to
the
secretary
of
state
for
filing
Senate
File
569,
p.
5
under
section
489.12201,
subsection
2,
a
protected
series
designation
pertaining
to
the
protected
series
or
under
section
489.12201,
subsection
4,
or
section
489.12202,
subsection
3,
a
statement
of
designation
change
pertaining
to
the
protected
series.
b.
Being
or
acting
as
a
protected-series
manager
of
the
protected
series.
c.
Having
the
protected
series
be
or
act
as
a
manager
of
the
company.
d.
Owning
a
protected-series
transferable
interest
of
the
protected
series.
5.
The
liability
of
a
protected
series
of
a
series
limited
liability
company
for
a
debt,
obligation,
or
other
liability
of
the
company
or
of
another
protected
series
of
the
company
if
the
debt,
obligation,
or
liability
is
asserted
solely
by
reason
of
any
of
the
following:
a.
The
protected
series
is
any
of
the
following:
(1)
A
protected
series
of
the
company
or
having
as
a
protected-series
manager
the
company
or
another
protected
series
of
the
company.
(2)
Acting
as
a
protected-series
manager
of
another
protected
series
of
the
company
or
a
manager
of
the
company.
b.
The
company
owning
a
protected-series
transferable
interest
of
the
protected
series.
Sec.
6.
NEW
SECTION
.
489.12106
Relation
of
operating
agreement,
this
part,
and
this
chapter.
1.
Except
as
otherwise
provided
in
this
section
and
subject
to
sections
489.12107
and
489.12108,
the
operating
agreement
of
a
series
limited
liability
company
governs
all
of
the
following:
a.
The
internal
affairs
of
a
protected
series,
including
all
of
the
following:
(1)
Relations
among
any
associated
members
of
the
protected
series.
(2)
Relations
among
the
protected
series
and
any
of
the
following:
(a)
Any
associated
member.
(b)
The
protected-series
manager.
(c)
Any
protected-series
transferee.
Senate
File
569,
p.
6
(3)
Relations
between
any
associated
member
and
any
of
the
following:
(a)
The
protected-series
manager.
(b)
Any
protected-series
transferee.
(4)
The
rights
and
duties
of
a
protected-series
manager.
(5)
Governance
decisions
affecting
the
activities
and
affairs
of
the
protected
series
and
the
conduct
of
those
activities
and
affairs.
(6)
Procedures
and
conditions
for
becoming
an
associated
member
or
protected-series
transferee.
b.
Relations
among
the
protected
series,
the
company,
and
any
other
protected
series
of
the
company.
c.
Relations
between
all
of
the
following:
(1)
The
protected
series,
its
protected-series
manager,
any
associated
member
of
the
protected
series,
or
any
protected-series
transferee
of
the
protected
series.
(2)
A
person
in
the
person’s
capacity
as
any
of
the
following:
(a)
A
member
of
the
company
which
is
not
an
associated
member
of
the
protected
series.
(b)
A
protected-series
transferee
or
protected-series
manager
of
another
protected
series.
(c)
A
transferee
of
the
company.
2.
If
this
chapter
otherwise
restricts
the
power
of
an
operating
agreement
to
affect
a
matter,
the
restriction
applies
to
a
matter
under
this
part
in
accordance
with
section
489.12108.
3.
If
law
of
this
state
other
than
this
part
imposes
a
prohibition,
limitation,
requirement,
condition,
obligation,
liability,
or
other
restriction
on
a
limited
liability
company,
a
member,
manager,
or
other
agent
of
the
company,
or
a
transferee
of
the
company,
except
as
otherwise
provided
in
law
of
this
state
other
than
this
part,
the
restriction
applies
in
accordance
with
section
489.12108.
4.
Except
as
otherwise
provided
in
section
489.12107,
if
the
operating
agreement
of
a
series
limited
liability
company
does
not
provide
for
a
matter
described
in
subsection
1
in
a
manner
permitted
by
this
article,
the
matter
is
determined
in
accordance
with
the
following
rules:
Senate
File
569,
p.
7
a.
To
the
extent
this
part
addresses
the
matter,
this
part
governs.
b.
To
the
extent
this
part
does
not
address
the
matter,
the
other
articles
of
this
chapter
governs
the
matter
in
accordance
with
section
489.12108.
Sec.
7.
NEW
SECTION
.
489.12107
Additional
limitations
on
operating
agreement.
1.
An
operating
agreement
shall
not
vary
the
effect
of
any
of
the
following:
a.
This
section.
b.
Section
489.12103.
c.
Section
489.12104,
subsection
1.
d.
Section
489.12104,
subsection
2,
to
provide
a
protected
series
a
power
beyond
the
powers
this
chapter
provides
a
limited
liability
company.
e.
Section
489.12104,
subsection
3
or
4.
f.
Section
489.12105.
g.
Section
489.12106.
h.
Section
489.12108.
i.
Section
489.12201,
except
to
vary
the
manner
in
which
a
limited
liability
company
approves
establishing
a
protected
series.
j.
Section
489.12202.
k.
Section
489.12301.
l.
Section
489.12302.
m.
Section
489.12303,
subsection
1
or
2.
n.
Section
489.12304,
subsection
3
or
6.
o.
Section
489.12401,
except
to
decrease
or
eliminate
a
limitation
of
liability
stated
in
section
489.12401.
p.
Section
489.12402.
q.
Section
489.12403.
r.
Section
489.12404.
s.
Section
489.12501,
subsections
1,
4,
and
5.
t.
Section
489.12502,
except
to
designate
a
different
person
to
manage
winding
up.
u.
Section
489.12503.
v.
Article
6.
w.
Article
7.
x.
Article
8,
except
to
vary
any
of
the
following:
Senate
File
569,
p.
8
(1)
The
manner
in
which
a
series
limited
liability
company
may
elect
under
section
489.12803,
subsection
1,
paragraph
“b”
,
to
be
subject
to
this
part.
(2)
The
person
that
has
the
right
to
sign
and
deliver
to
the
secretary
of
state
for
filing
a
record
under
section
489.12803,
subsection
2,
paragraph
“b”
.
y.
A
provision
of
this
part
pertaining
to
any
of
the
following:
(1)
Registered
agents.
(2)
The
secretary
of
state,
including
provisions
pertaining
to
records
authorized
or
required
to
be
delivered
to
the
secretary
of
state
for
filing
under
this
part.
2.
An
operating
agreement
shall
not
unreasonably
restrict
the
duties
and
rights
under
section
489.12305
but
may
impose
reasonable
restrictions
on
the
availability
and
use
of
information
obtained
under
section
489.12305
and
may
provide
appropriate
remedies,
including
liquidated
damages,
for
a
breach
of
any
reasonable
restriction
on
use.
Sec.
8.
NEW
SECTION
.
489.12108
Rules
for
applying
to
specified
provisions
of
this
chapter
to
specified
provisions
of
this
part.
1.
Except
as
otherwise
provided
in
subsection
2
and
section
489.12107,
the
following
rules
apply
in
applying
section
489.12106,
section
489.12304,
subsections
3
and
6,
section
489.12501,
subsection
4,
paragraph
“a”
,
section
489.12502,
subsection
1,
and
section
489.12503,
subsection
2:
a.
A
protected
series
of
a
series
limited
liability
company
is
deemed
to
be
a
limited
liability
company
that
is
formed
separately
from
the
series
limited
liability
company
and
is
distinct
from
the
series
limited
liability
company
and
any
other
protected
series
of
the
series
limited
liability
company.
b.
An
associated
member
of
the
protected
series
is
deemed
to
be
a
member
of
the
company
deemed
to
exist
under
paragraph
“a”
.
c.
A
protected-series
transferee
of
the
protected
series
is
deemed
to
be
a
transferee
of
the
company
deemed
to
exist
under
paragraph
“a”
.
d.
A
protected-series
transferable
interest
of
the
protected
series
is
deemed
to
be
a
transferable
interest
of
the
company
deemed
to
exist
under
paragraph
“a”
.
Senate
File
569,
p.
9
e.
A
protected-series
manager
is
deemed
to
be
a
manager
of
the
company
deemed
to
exist
under
paragraph
“a”
.
f.
An
asset
of
the
protected
series
is
deemed
to
be
an
asset
of
the
company
deemed
to
exist
under
paragraph
“a”
,
whether
or
not
the
asset
is
an
associated
asset
of
the
protected
series.
g.
Any
creditor
or
other
obligee
of
the
protected
series
is
deemed
to
be
a
creditor
or
obligee
of
the
company
deemed
to
exist
under
paragraph
“a”
.
2.
Subsection
1
does
not
apply
if
its
application
would
do
any
of
the
following:
a.
Contravene
section
489.110.
b.
Authorize
or
require
the
secretary
of
state
to
do
any
of
the
following:
(1)
Accept
for
filing
a
type
of
record
that
neither
this
part
nor
any
of
the
other
articles
of
this
chapter
authorizes
or
requires
a
person
to
deliver
to
the
secretary
of
state
for
filing.
(2)
Make
or
deliver
a
record
that
neither
this
part
nor
the
other
articles
of
this
chapter
authorizes
or
requires
the
secretary
of
state
to
make
or
deliver.
SUBPART
B
ESTABLISHING
PROTECTED
SERIES
Sec.
9.
NEW
SECTION
.
489.12201
Protected
series
designation
——
amendment.
1.
With
the
affirmative
vote
or
consent
of
all
members
of
a
limited
liability
company,
the
company
may
establish
a
protected
series.
2.
To
establish
a
protected
series,
a
limited
liability
company
shall
deliver
to
the
secretary
of
state
for
filing
a
protected
series
designation,
signed
by
the
company,
stating
the
name
of
the
company
and
the
name
of
the
protected
series
to
be
established.
3.
A
protected
series
is
established
when
the
protected
series
designation
takes
effect
under
section
489.205.
4.
To
amend
a
protected
series
designation,
a
series
limited
liability
company
shall
deliver
to
the
secretary
of
state
for
filing
a
statement
of
designation
change,
signed
by
the
company,
that
changes
the
name
of
the
company,
the
name
of
the
protected
series
to
which
the
designation
applies,
or
both.
Senate
File
569,
p.
10
The
change
takes
effect
when
the
statement
of
designation
change
takes
effect
under
section
489.205.
Sec.
10.
NEW
SECTION
.
489.12202
Name.
1.
Except
as
otherwise
provided
in
subsection
2,
the
name
of
a
protected
series
must
comply
with
section
489.108.
2.
The
name
of
a
protected
series
of
a
series
limited
liability
company
must
do
all
of
the
following:
a.
Begin
with
the
name
of
the
company,
including
any
word
or
abbreviation
required
by
section
489.108.
b.
Contain
the
phrase
“Protected
Series”
or
“protected
series”
or
the
abbreviation
“P.S.”
or
“PS”.
3.
If
a
series
limited
liability
company
changes
its
name,
the
company
shall
deliver
to
the
secretary
of
state
for
filing
a
statement
of
designation
change
for
each
of
the
company’s
protected
series,
changing
the
name
of
each
protected
series
to
comply
with
this
section.
Sec.
11.
NEW
SECTION
.
489.12203
Registered
agent.
1.
The
registered
agent
in
this
state
for
a
series
limited
liability
company
is
the
registered
agent
in
this
state
for
each
protected
series
of
the
company.
2.
Before
delivering
a
protected
series
designation
to
the
secretary
of
state
for
filing,
a
limited
liability
company
shall
agree
with
a
registered
agent
that
the
agent
will
serve
as
the
registered
agent
in
this
state
for
both
the
company
and
the
protected
series.
3.
A
person
that
signs
a
protected
series
designation
delivered
to
the
secretary
of
state
for
filing
affirms
as
a
fact
that
the
limited
liability
company
on
whose
behalf
the
designation
is
delivered
has
complied
with
subsection
2.
4.
A
person
that
ceases
to
be
the
registered
agent
for
a
series
limited
liability
company
ceases
to
be
the
registered
agent
for
each
protected
series
of
the
company.
5.
A
person
that
ceases
to
be
the
registered
agent
for
a
protected
series
of
a
series
limited
liability
company,
other
than
as
a
result
of
the
termination
of
the
protected
series,
ceases
to
be
the
registered
agent
of
the
company
and
any
other
protected
series
of
the
company.
6.
Except
as
otherwise
agreed
by
a
series
limited
liability
company
and
its
registered
agent,
the
agent
is
not
obligated
to
Senate
File
569,
p.
11
distinguish
between
a
process,
notice,
demand,
or
other
record
concerning
the
company
and
a
process,
notice,
demand,
or
other
record
concerning
a
protected
series
of
the
company.
Sec.
12.
NEW
SECTION
.
489.12204
Service
of
process,
notice,
demand,
or
other
record.
1.
A
protected
series
of
a
series
limited
liability
company
may
be
served
with
a
process,
notice,
demand,
or
other
record
required
or
permitted
by
law
by
any
of
the
following:
a.
Serving
the
company.
b.
Serving
the
registered
agent
of
the
protected
series.
c.
Other
means
authorized
by
law
of
this
state
other
than
the
other
articles
of
this
chapter.
2.
Service
of
a
summons
and
complaint
on
a
series
limited
liability
company
is
notice
to
each
protected
series
of
the
company
of
service
of
the
summons
and
complaint
and
the
contents
of
the
complaint.
3.
Service
of
a
summons
and
complaint
on
a
protected
series
of
a
series
limited
liability
company
is
notice
to
the
company
and
any
other
protected
series
of
the
company
of
service
of
the
summons
and
complaint
and
the
contents
of
the
complaint.
4.
Service
of
a
summons
and
complaint
on
a
foreign
series
limited
liability
company
is
notice
to
each
foreign
protected
series
of
the
foreign
company
of
service
of
the
summons
and
complaint
and
the
contents
of
the
complaint.
5.
Service
of
a
summons
and
complaint
on
a
foreign
protected
series
of
a
foreign
series
limited
liability
company
is
notice
to
the
foreign
company
and
any
other
foreign
protected
series
of
the
company
of
service
of
the
summons
and
complaint
and
the
contents
of
the
complaint.
6.
Notice
to
a
person
under
subsection
2,
3,
4,
or
5
is
effective
whether
or
not
the
summons
and
complaint
identify
the
person
if
the
summons
and
complaint
name
as
a
party
and
identify
any
of
the
following:
a.
The
series
limited
liability
company
or
a
protected
series
of
the
company.
b.
The
foreign
series
limited
liability
company
or
a
foreign
protected
series
of
the
foreign
company.
Sec.
13.
NEW
SECTION
.
489.12205
Certificate
of
existence
for
protected
series.
Senate
File
569,
p.
12
1.
On
request
of
any
person,
the
secretary
of
state
shall
issue
a
certificate
of
existence
for
a
protected
series
of
a
series
limited
liability
company
or
a
certificate
of
authority
for
a
foreign
protected
series
in
the
following
circumstances:
a.
In
the
case
of
a
protected
series,
if
all
of
the
following
apply:
(1)
No
statement
of
dissolution,
termination,
or
relocation
pertaining
to
the
protected
series
has
been
filed.
(2)
The
company
has
delivered
to
the
secretary
of
state
for
filing
the
most
recent
biennial
report
required
by
section
489.209
and
the
report
includes
the
name
of
the
protected
series,
unless
any
of
the
following
applies:
(a)
When
the
company
delivered
the
report
for
filing,
the
protected
series
designation
pertaining
to
the
protected
series
had
not
yet
taken
effect.
(b)
After
the
company
delivered
the
report
for
filing,
the
company
delivered
to
the
secretary
of
state
for
filing
a
statement
of
designation
change
changing
the
name
of
the
protected
series.
b.
In
the
case
of
a
foreign
protected
series,
it
is
authorized
to
do
business
in
this
state.
2.
A
certificate
issued
under
subsection
1
must
state
all
of
the
following:
a.
In
the
case
of
a
protected
series,
all
of
the
following:
(1)
The
name
of
the
protected
series
of
the
series
limited
liability
company
and
the
name
of
the
company.
(2)
That
the
requirements
of
subsection
1
are
met.
(3)
The
date
the
protected
series
designation
pertaining
to
the
protected
series
took
effect.
(4)
If
a
statement
of
designation
change
pertaining
to
the
protected
series
has
been
filed,
the
effective
date
and
contents
of
the
statement.
b.
In
the
case
of
a
foreign
protected
series,
that
it
is
authorized
to
do
business
in
this
state.
c.
That
all
fees,
taxes,
interest,
and
penalties
due
under
this
chapter
or
other
law
to
the
secretary
of
state
have
been
paid
if
all
of
the
following
apply:
(1)
Payment
is
reflected
in
the
records
of
the
secretary
of
state.
Senate
File
569,
p.
13
(2)
Nonpayment
affects
the
existence
or
good
standing
of
the
protected
series.
d.
Other
facts
reflected
in
the
records
of
the
secretary
of
state
pertaining
to
the
protected
series
or
foreign
protected
series
which
the
person
requesting
the
certificate
reasonably
requests.
3.
Subject
to
any
qualification
stated
by
the
secretary
of
state
in
a
certificate
issued
under
subsection
1,
the
certificate
may
be
relied
on
as
conclusive
evidence
of
the
facts
stated
in
the
certificate.
Sec.
14.
NEW
SECTION
.
489.12206
Information
required
in
biennial
report
——
effect
of
failure
to
provide.
1.
In
the
biennial
report
required
by
section
489.209,
a
series
limited
liability
company
shall
include
the
name
of
each
protected
series
of
the
company
for
which
all
of
the
following
applies:
a.
For
which
the
company
has
previously
delivered
to
the
secretary
of
state
for
filing
a
protected
series
designation.
b.
Which
has
not
dissolved
and
completed
winding
up.
2.
A
failure
by
a
series
limited
liability
company
to
comply
with
subsection
1
with
regard
to
a
protected
series
prevents
issuance
of
a
certificate
of
good
standing
pertaining
to
the
protected
series
but
does
not
otherwise
affect
the
protected
series.
SUBPART
C
ASSOCIATED
ASSET,
ASSOCIATED
MEMBER,
PROTECTED-SERIES
TRANSFERABLE
INTEREST,
MANAGEMENT,
AND
RIGHT
OF
INFORMATION
Sec.
15.
NEW
SECTION
.
489.12301
Associated
asset.
1.
Only
an
asset
of
a
protected
series
may
be
an
associated
asset
of
the
protected
series.
Only
an
asset
of
a
series
limited
liability
company
may
be
an
associated
asset
of
the
company.
2.
An
asset
of
a
protected
series
of
a
series
limited
liability
company
is
an
associated
asset
of
the
protected
series
only
if
the
protected
series
creates
and
maintains
records
that
state
the
name
of
the
protected
series
and
describe
the
asset
with
sufficient
specificity
to
permit
a
disinterested,
reasonable
individual
to
do
all
of
the
following:
Senate
File
569,
p.
14
a.
Identify
the
asset
and
distinguish
it
from
any
other
asset
of
the
protected
series,
any
asset
of
the
company,
and
any
asset
of
any
other
protected
series
of
the
company.
b.
Determine
when
and
from
what
person
the
protected
series
acquired
the
asset
or
how
the
asset
otherwise
became
an
asset
of
the
protected
series.
c.
If
the
protected
series
acquired
the
asset
from
the
company
or
another
protected
series
of
the
company,
determine
any
consideration
paid,
the
payor,
and
the
payee.
3.
An
asset
of
a
series
limited
liability
company
is
an
associated
asset
of
the
company
only
if
the
company
creates
and
maintains
records
that
state
the
name
of
the
company
and
describe
the
asset
with
sufficient
specificity
to
permit
a
disinterested,
reasonable
individual
to
do
all
of
the
following:
a.
Identify
the
asset
and
distinguish
it
from
any
other
asset
of
the
company
and
any
asset
of
any
protected
series
of
the
company.
b.
Determine
when
and
from
what
person
the
company
acquired
the
asset
or
how
the
asset
otherwise
became
an
asset
of
the
company.
c.
If
the
company
acquired
the
asset
from
a
protected
series
of
the
company,
determine
any
consideration
paid,
the
payor,
and
the
payee.
4.
The
records
and
recordkeeping
required
by
subsections
2
and
3
may
be
organized
by
specific
listing,
category,
type,
quantity,
or
computational
or
allocational
formula
or
procedure,
including
a
percentage
or
share
of
any
asset,
or
in
any
other
reasonable
manner.
5.
To
the
extent
permitted
by
this
section
and
law
of
this
state
other
than
this
part,
a
series
limited
liability
company
or
protected
series
of
the
company
may
hold
an
associated
asset
directly
or
indirectly,
through
a
representative,
nominee,
or
similar
arrangement,
except
that
all
of
the
following
applies:
a.
A
protected
series
shall
not
hold
an
associated
asset
in
the
name
of
the
company
or
another
protected
series
of
the
company.
b.
The
company
shall
not
hold
an
associated
asset
in
the
name
of
a
protected
series
of
the
company.
Senate
File
569,
p.
15
Sec.
16.
NEW
SECTION
.
489.12302
Associated
member.
1.
Only
a
member
of
a
series
limited
liability
company
may
be
an
associated
member
of
a
protected
series
of
the
company.
2.
A
member
of
a
series
limited
liability
company
becomes
an
associated
member
of
a
protected
series
of
the
company
if
the
operating
agreement
or
a
procedure
established
by
the
agreement
states
all
of
the
following:
a.
That
the
member
is
an
associated
member
of
the
protected
series.
b.
The
date
on
which
the
member
became
an
associated
member.
c.
Any
protected-series
transferable
interest
the
associated
member
has
in
connection
with
becoming
or
being
an
associated
member.
3.
If
a
person
that
is
an
associated
member
of
a
protected
series
of
a
series
limited
liability
company
is
dissociated
from
the
company,
the
person
ceases
to
be
an
associated
member
of
the
protected
series.
Sec.
17.
NEW
SECTION
.
489.12303
Protected-series
transferable
interest.
1.
A
protected-series
transferable
interest
of
a
protected
series
of
a
series
limited
liability
company
must
be
owned
initially
by
an
associated
member
of
the
protected
series
or
the
company.
2.
If
a
protected
series
of
a
series
limited
liability
company
has
no
associated
members
when
established,
the
company
owns
the
protected-series
transferable
interests
in
the
protected
series.
3.
In
addition
to
acquiring
a
protected
series
transferable
series
interest
under
subsection
2,
a
series
limited
liability
company
may
acquire
a
protected-series
transferable
interest
through
a
transfer
from
another
person
or
as
provided
in
the
operating
agreement.
4.
Except
for
section
489.12108,
subsection
1,
paragraph
“c”
,
a
provision
of
this
part
which
applies
to
a
protected-series
transferee
of
a
protected
series
of
a
series
limited
liability
company
applies
to
the
company
in
its
capacity
as
an
owner
of
a
protected-series
transferable
interest
of
the
protected
series.
A
provision
of
the
operating
agreement
of
a
series
limited
liability
company
which
applies
Senate
File
569,
p.
16
to
a
protected-series
transferee
of
a
protected
series
of
the
company
applies
to
the
company
in
its
capacity
as
an
owner
of
a
protected-series
transferable
interest
of
the
protected
series.
Sec.
18.
NEW
SECTION
.
489.12304
Management.
1.
A
protected
series
may
have
more
than
one
protected-series
manager.
2.
If
a
protected
series
has
no
associated
members,
the
series
limited
liability
company
is
the
protected-series
manager.
3.
Section
489.12108
applies
to
determine
any
duties
of
a
protected-series
manager
of
a
protected
series
of
a
series
limited
liability
company
to
all
of
the
following:
a.
The
protected
series.
b.
Any
associated
member
of
the
protected
series.
c.
Any
protected-series
transferee
of
the
protected
series.
4.
Solely
by
reason
of
being
or
acting
as
a
protected-series
manager
of
a
protected
series
of
a
series
limited
liability
company,
a
person
owes
no
duty
to
any
of
the
following:
a.
The
company.
b.
Another
protected
series
of
the
company.
c.
Another
person
in
that
person’s
capacity
as
any
of
the
following:
(1)
A
member
of
the
company
which
is
not
an
associated
member
of
the
protected
series.
(2)
A
protected-series
transferee
or
protected-series
manager
of
another
protected
series.
(3)
A
transferee
of
the
company.
5.
An
associated
member
of
a
protected
series
of
a
series
limited
liability
company
has
the
same
rights
as
any
other
member
of
the
company
to
vote
on
or
consent
to
an
amendment
to
the
company’s
operating
agreement
or
any
other
matter
being
decided
by
the
members,
whether
or
not
the
amendment
or
matter
affects
the
interests
of
the
protected
series
or
the
associated
member.
6.
Article
9
applies
to
a
protected
series
in
accordance
with
section
489.12108.
Sec.
19.
NEW
SECTION
.
489.12305
Right
of
person
not
associated
member
of
protected
series
to
information
concerning
protected
series.
Senate
File
569,
p.
17
1.
A
member
of
a
series
limited
liability
company
which
is
not
an
associated
member
of
a
protected
series
of
the
company
has
a
right
to
information
concerning
the
protected
series
to
the
same
extent,
in
the
same
manner,
and
under
the
same
conditions
that
a
member
that
is
not
a
manager
of
a
manager-managed
limited
liability
company
has
a
right
to
information
concerning
the
company
under
section
489.410,
subsection
2.
2.
A
person
formerly
an
associated
member
of
a
protected
series
has
a
right
to
information
concerning
the
protected
series
to
the
same
extent,
in
the
same
manner,
and
under
the
same
conditions
that
a
person
dissociated
as
a
member
of
a
manager-managed
limited
liability
company
has
a
right
to
information
concerning
the
company
under
section
489.410,
subsection
3.
3.
If
an
associated
member
of
a
protected
series
dies,
the
legal
representative
of
the
deceased
associated
member
has
a
right
to
information
concerning
the
protected
series
to
the
same
extent,
in
the
same
manner,
and
under
the
same
conditions
that
the
legal
representative
of
a
deceased
member
of
a
limited
liability
company
has
a
right
to
information
concerning
the
company
under
section
489.504.
4.
A
protected-series
manager
of
a
protected
series
has
a
right
to
information
concerning
the
protected
series
to
the
same
extent,
in
the
same
manner,
and
under
the
same
conditions
that
a
manager
of
a
manager-managed
limited
liability
company
has
a
right
to
information
concerning
the
company
under
section
489.410,
subsection
2.
SUBPART
D
LIMITATION
ON
LIABILITY
AND
ENFORCEMENT
OF
CLAIMS
Sec.
20.
NEW
SECTION
.
489.12401
Limitations
on
liability.
1.
A
person
is
not
liable,
directly
or
indirectly,
by
way
of
contribution
or
otherwise,
for
a
debt,
obligation,
or
other
liability
of
any
of
the
following:
a.
A
protected
series
of
a
series
limited
liability
company
solely
by
reason
of
being
or
acting
as
any
of
the
following:
(1)
An
associated
member,
protected-series
manager,
or
protected-series
transferee
of
the
protected
series.
(2)
A
member,
manager,
or
a
transferee
of
the
company.
Senate
File
569,
p.
18
b.
A
series
limited
liability
company
solely
by
reason
of
being
or
acting
as
an
associated
member,
protected-series
manager,
or
protected-series
transferee
of
a
protected
series
of
the
company.
2.
Subject
to
section
489.12404,
all
of
the
following
rules
apply:
a.
A
debt,
obligation,
or
other
liability
of
a
series
limited
liability
company
is
solely
the
debt,
obligation,
or
liability
of
the
company.
b.
A
debt,
obligation,
or
other
liability
of
a
protected
series
is
solely
the
debt,
obligation,
or
liability
of
the
protected
series.
c.
A
series
limited
liability
company
is
not
liable,
directly
or
indirectly,
by
way
of
contribution
or
otherwise,
for
a
debt,
obligation,
or
other
liability
of
a
protected
series
of
the
company
solely
by
reason
of
the
protected
series
being
a
protected
series
of
the
company
or
the
company
for
any
of
the
following:
(1)
Being
or
acting
as
a
protected-series
manager
of
the
protected
series.
(2)
Having
the
protected
series
manage
the
company.
(3)
Owning
a
protected-series
transferable
interest
of
the
protected
series.
d.
A
protected
series
of
a
series
limited
liability
company
is
not
liable,
directly
or
indirectly,
by
way
of
contribution
or
otherwise,
for
a
debt,
obligation,
or
other
liability
of
the
company
or
another
protected
series
of
the
company
solely
by
reason
of
any
of
the
following:
(1)
Being
a
protected
series
of
the
company.
(2)
Being
or
acting
as
a
manager
of
the
company
or
a
protected-series
manager
of
another
protected
series
of
the
company.
(3)
Having
the
company
or
another
protected
series
of
the
company
be
or
act
as
a
protected-series
manager
of
the
protected
series.
Sec.
21.
NEW
SECTION
.
489.12402
Claim
seeking
to
disregard
limitation
of
liability.
1.
Except
as
otherwise
provided
in
subsection
2,
a
claim
seeking
to
disregard
a
limitation
in
section
489.12401
is
Senate
File
569,
p.
19
governed
by
the
principles
of
law
and
equity,
including
a
principle
providing
a
right
to
a
creditor
or
holding
a
person
liable
for
a
debt,
obligation,
or
other
liability
of
another
person,
which
would
apply
if
each
protected
series
of
a
series
limited
liability
company
were
a
limited
liability
company
formed
separately
from
the
series
limited
liability
company
and
distinct
from
the
series
limited
liability
company
and
any
other
protected
series
of
the
series
limited
liability
company.
2.
The
failure
of
a
limited
liability
company
or
a
protected
series
to
observe
formalities
relating
to
the
exercise
of
its
powers
or
management
of
its
activities
and
affairs
is
not
a
ground
to
disregard
a
limitation
in
section
489.12401,
subsection
1,
but
may
be
a
ground
to
disregard
a
limitation
in
section
489.12401,
subsection
2.
3.
This
section
applies
to
a
claim
seeking
to
disregard
a
limitation
of
liability
applicable
to
a
foreign
series
limited
liability
company
or
foreign
protected
series
and
comparable
to
a
limitation
stated
in
section
489.12401,
if
any
of
the
following
apply:
a.
The
claimant
is
a
resident
of
this
state
or
doing
business
or
authorized
to
do
business
in
this
state.
b.
The
claim
is
to
establish
or
enforce
a
liability
arising
under
law
of
this
state
other
than
this
part
or
from
an
act
or
omission
in
this
state.
Sec.
22.
NEW
SECTION
.
489.12403
Remedies
of
judgment
creditor
of
associated
member
or
protected-series
transferee.
Section
489.503
applies
to
a
judgment
creditor
of
any
of
the
following:
1.
An
associated
member
or
protected-series
transferee
of
a
protected
series.
2.
A
series
limited
liability
company,
to
the
extent
the
company
owns
a
protected-series
transferable
interest
of
a
protected
series.
Sec.
23.
NEW
SECTION
.
489.12404
Enforcement
against
nonassociated
asset.
1.
As
used
in
this
section:
a.
“Enforcement
date”
means
12:01
a.m.
on
the
date
on
which
a
claimant
first
serves
process
on
a
series
limited
liability
company
or
protected
series
in
an
action
seeking
to
enforce
Senate
File
569,
p.
20
under
this
section
a
claim
against
an
asset
of
the
company
or
protected
series
by
attachment,
levy,
or
the
like.
b.
Subject
to
section
489.12608,
subsection
2,
“incurrence
date”
means
the
date
on
which
a
series
limited
liability
company
or
protected
series
incurred
the
liability
giving
rise
to
a
claim
that
a
claimant
seeks
to
enforce
under
this
section.
2.
If
a
claim
against
a
series
limited
liability
company
or
a
protected
series
of
the
company
has
been
reduced
to
judgment,
in
addition
to
any
other
remedy
provided
by
law
or
equity,
the
judgment
may
be
enforced
in
accordance
with
the
following
rules:
a.
A
judgment
against
the
company
may
be
enforced
against
an
asset
of
a
protected
series
of
the
company
if
any
of
the
following
applies:
(1)
The
asset
was
a
nonassociated
asset
of
the
protected
series
on
the
incurrence
date.
(2)
The
asset
is
a
nonassociated
asset
of
the
protected
series
on
the
enforcement
date.
b.
A
judgment
against
a
protected
series
may
be
enforced
against
an
asset
of
the
company
if
any
of
the
following
apply:
(1)
The
asset
was
a
nonassociated
asset
of
the
company
on
the
incurrence
date.
(2)
The
asset
is
a
nonassociated
asset
of
the
company
on
the
enforcement
date.
c.
A
judgment
against
a
protected
series
may
be
enforced
against
an
asset
of
another
protected
series
of
the
company
if
any
of
the
following
applies:
(1)
The
asset
was
a
nonassociated
asset
of
the
other
protected
series
on
the
incurrence
date.
(2)
The
asset
is
a
nonassociated
asset
of
the
other
protected
series
on
the
enforcement
date.
3.
In
addition
to
any
other
remedy
provided
by
law
or
equity,
if
a
claim
against
a
series
limited
liability
company
or
a
protected
series
has
not
been
reduced
to
a
judgment
and
law
other
than
this
part
permits
a
prejudgment
remedy
by
attachment,
levy,
or
the
like,
the
court
may
apply
subsection
2
as
a
prejudgment
remedy.
4.
In
a
proceeding
under
this
section,
the
party
asserting
that
an
asset
is
or
was
an
associated
asset
of
a
series
limited
Senate
File
569,
p.
21
liability
company
or
a
protected
series
of
the
company
has
the
burden
of
proof
on
the
issue.
5.
This
section
applies
to
an
asset
of
a
foreign
series
limited
liability
company
or
foreign
protected
series
if
all
of
the
following
applies:
a.
The
asset
is
real
or
tangible
property
located
in
this
state.
b.
The
claimant
is
a
resident
of
this
state
or
doing
business
or
authorized
to
do
business
in
this
state,
or
the
claim
under
section
489.12404
is
to
enforce
a
judgment,
or
to
seek
a
prejudgment
remedy,
pertaining
to
a
liability
arising
from
law
of
this
state
other
than
this
part
or
an
act
or
omission
in
this
state.
c.
The
asset
is
not
identified
in
the
records
of
the
foreign
series
limited
liability
company
or
foreign
protected
series
in
a
manner
comparable
to
the
manner
required
by
section
489.12301.
SUBPART
E
DISSOLUTION
AND
WINDING
UP
OF
PROTECTED
SERIES
Sec.
24.
NEW
SECTION
.
489.12501
Events
causing
dissolution
of
protected
series.
A
protected
series
of
a
series
limited
liability
company
is
dissolved,
and
its
activities
and
affairs
must
be
wound
up,
only
on
any
of
the
following:
1.
Dissolution
of
the
company.
2.
Occurrence
of
an
event
or
circumstance
the
operating
agreement
states
causes
dissolution
of
the
protected
series.
3.
Affirmative
vote
or
consent
of
all
members.
4.
Entry
by
the
court
of
an
order
dissolving
the
protected
series
on
application
by
an
associated
member
or
protected-series
manager
of
the
protected
series
subject
to
all
of
the
following:
a.
In
accordance
with
section
489.12108.
b.
To
the
same
extent,
in
the
same
manner,
and
on
the
same
grounds
the
court
would
enter
an
order
dissolving
a
limited
liability
company
on
application
by
a
member
or
manager
of
the
company.
5.
Entry
by
the
court
of
an
order
dissolving
the
protected
series
on
application
by
the
company
or
a
member
of
the
company
Senate
File
569,
p.
22
on
the
ground
that
the
conduct
of
all
or
substantially
all
the
activities
and
affairs
of
the
protected
series
is
illegal.
Sec.
25.
NEW
SECTION
.
489.12502
Winding
up
dissolved
protected
series.
1.
Subject
to
subsections
2
and
3
and
in
accordance
with
section
489.12108
all
of
the
following
apply:
a.
A
dissolved
protected
series
shall
wind
up
its
activities
and
affairs
in
the
same
manner
that
a
limited
liability
company
winds
up
its
activities
and
affairs
under
sections
489.702
through
489.704
subject
to
the
same
requirements
and
conditions
and
with
the
same
effects.
b.
Judicial
supervision
or
another
judicial
remedy
is
available
in
the
winding
up
of
the
protected
series
to
the
same
extent,
in
the
same
manner,
under
the
same
conditions,
and
with
the
same
effects
that
apply
under
section
489.702,
subsection
5.
2.
When
a
protected
series
of
a
series
limited
liability
company
dissolves,
the
company
may
deliver
to
the
secretary
of
state
for
filing
a
statement
of
protected
series
dissolution
stating
the
name
of
the
company
and
the
protected
series
and
that
the
protected
series
is
dissolved.
The
filing
of
the
statement
by
the
secretary
of
state
has
the
same
effect
as
the
filing
by
the
secretary
of
state
of
a
statement
of
dissolution
under
section
489.103,
subsection
4,
paragraph
“b”
,
subparagraph
(1).
3.
When
a
protected
series
of
a
series
limited
liability
company
has
completed
winding
up,
the
company
may
deliver
to
the
secretary
of
state
for
filing
a
statement
of
designation
cancellation
stating
the
name
of
the
company
and
the
protected
series
and
that
the
protected
series
is
terminated.
The
filing
of
the
statement
by
the
secretary
of
state
has
the
same
effect
as
the
filing
by
the
secretary
of
state
of
a
statement
of
termination
under
section
489.103,
subsection
4,
paragraph
“b”
,
subparagraph
(2).
4.
A
series
limited
liability
company
has
not
completed
its
winding
up
until
each
of
the
protected
series
of
the
company
has
completed
its
winding
up.
Sec.
26.
NEW
SECTION
.
489.12503
Effect
of
reinstatement
of
series
limited
liability
company
or
revocation
of
voluntary
Senate
File
569,
p.
23
dissolution.
If
a
series
limited
liability
company
that
has
been
administratively
dissolved
is
reinstated,
or
a
series
limited
liability
company
that
voluntarily
dissolved
rescinds
its
dissolution
both
of
the
following
apply:
1.
Each
protected
series
of
the
company
ceases
winding
up.
2.
The
provisions
of
section
489.706
apply
to
each
protected
series
of
the
company
in
accordance
with
section
489.12108.
SUBPART
F
ENTITY
TRANSACTIONS
RESTRICTED
Sec.
27.
NEW
SECTION
.
489.12601
Definitions.
As
used
in
this
subpart:
1.
“After
a
merger”
or
“after
the
merger”
means
when
a
merger
under
section
489.12604
becomes
effective
and
afterwards.
2.
“Before
a
merger”
or
“before
the
merger”
means
before
a
merger
under
section
489.12604
becomes
effective.
3.
“Continuing
protected
series”
means
a
protected
series
of
a
surviving
company
which
continues
in
uninterrupted
existence
after
a
merger
under
section
489.12604.
4.
“Merging
company”
means
a
limited
liability
company
that
is
party
to
a
merger
under
section
489.12604.
5.
“Nonsurviving
company”
means
a
merging
company
that
does
not
continue
in
existence
after
a
merger
under
section
489.12604.
6.
“Relocated
protected
series”
means
a
protected
series
of
a
nonsurviving
company
which,
after
a
merger
under
section
489.12604,
continues
in
uninterrupted
existence
as
a
protected
series
of
the
surviving
company.
7.
“Surviving
company”
means
a
merging
company
that
continues
in
existence
after
a
merger
under
section
489.12604.
Sec.
28.
NEW
SECTION
.
489.12602
Protected
series
shall
not
be
party
to
entity
transaction.
A
protected
series
shall
not
do
any
of
the
following:
1.
Be
an
acquiring,
acquired,
converting,
converted,
merging,
or
surviving
entity.
2.
Participate
in
a
domestication.
3.
Be
a
party
to
or
be
formed,
organized,
established,
or
created
in
a
transaction
substantially
like
a
merger,
interest
exchange,
conversion,
or
domestication.
Senate
File
569,
p.
24
Sec.
29.
NEW
SECTION
.
489.12603
Restriction
on
entity
transaction
involving
protected
series.
A
series
limited
liability
company
shall
not
be
any
of
the
following:
1.
An
acquiring,
acquired,
converting,
converted,
domesticating,
or
domesticated
entity.
2.
Except
as
otherwise
provided
in
section
489.12604,
a
party
to
or
the
surviving
company
of
a
merger.
Sec.
30.
NEW
SECTION
.
489.12604
Merger
authorized
——
parties
restricted.
A
series
limited
liability
company
may
be
party
to
a
merger
in
accordance
with
sections
489.1001
through
489.1005,
this
section,
and
sections
489.12605
through
489.12608
only
if
all
of
the
following
apply:
1.
Each
other
party
to
the
merger
is
a
limited
liability
company.
2.
The
surviving
company
is
not
created
in
the
merger.
Sec.
31.
NEW
SECTION
.
489.12605
Plan
of
merger.
In
a
merger
under
section
489.12604,
the
plan
of
merger
must
do
all
of
the
following:
1.
Comply
with
section
489.1002.
2.
State
in
a
record
all
of
the
following:
a.
For
any
protected
series
of
a
nonsurviving
company,
whether
after
the
merger
the
protected
series
will
be
a
relocated
protected
series
or
be
dissolved,
wound
up,
and
terminated.
b.
For
any
protected
series
of
the
surviving
company
which
exists
before
the
merger,
whether
after
the
merger
the
protected
series
will
be
a
continuing
protected
series
or
be
dissolved,
wound
up,
and
terminated.
c.
For
each
relocated
protected
series
or
continuing
protected
series
all
of
the
following:
(1)
The
name
of
any
person
that
becomes
an
associated
member
or
protected-series
transferee
of
the
protected
series
after
the
merger,
any
consideration
to
be
paid
by,
on
behalf
of,
or
in
respect
of
the
person,
the
name
of
the
payor,
and
the
name
of
the
payee.
(2)
The
name
of
any
person
whose
rights
or
obligations
in
the
person’s
capacity
as
an
associated
member
or
Senate
File
569,
p.
25
protected-series
transferee
will
change
after
the
merger.
(3)
Any
consideration
to
be
paid
to
a
person
who
before
the
merger
was
an
associated
member
or
protected-series
transferee
of
the
protected
series
and
the
name
of
the
payor.
(4)
If
after
the
merger
the
protected
series
will
be
a
relocated
protected
series,
its
new
name.
d.
For
any
protected
series
to
be
established
by
the
surviving
company
as
a
result
of
the
merger
all
of
the
following:
(1)
The
name
of
the
protected
series.
(2)
Any
protected-series
transferable
interest
to
be
owned
by
the
surviving
company
when
the
protected
series
is
established.
(3)
The
name
of
and
any
protected-series
transferable
interest
owned
by
any
person
that
will
be
an
associated
member
of
the
protected
series
when
the
protected
series
is
established.
e.
For
any
person
that
is
an
associated
member
of
a
relocated
protected
series
and
will
remain
a
member
after
the
merger,
any
amendment
to
the
operating
agreement
of
the
surviving
company
which
is
all
of
the
following:
(1)
Is
or
is
proposed
to
be
in
a
record.
(2)
Is
necessary
or
appropriate
to
state
the
rights
and
obligations
of
the
person
as
a
member
of
the
surviving
company.
Sec.
32.
NEW
SECTION
.
489.12606
Articles
of
merger.
In
a
merger
under
section
489.12604,
the
articles
of
merger
must
do
all
of
the
following:
1.
Comply
with
section
489.1004.
2.
Include
as
an
attachment
the
following
records,
each
to
become
effective
when
the
merger
becomes
effective
upon
any
of
the
following:
a.
For
a
protected
series
of
a
merging
company
being
terminated
as
a
result
of
the
merger,
a
statement
of
termination
signed
by
the
company.
b.
For
a
protected
series
of
a
nonsurviving
company
which
after
the
merger
will
be
a
relocated
protected
series
all
of
the
following:
(1)
A
statement
of
relocation
signed
by
the
nonsurviving
company
which
contains
the
name
of
the
company
and
the
name
of
Senate
File
569,
p.
26
the
protected
series
before
and
after
the
merger.
(2)
A
statement
of
protected
series
designation
signed
by
the
surviving
company.
c.
For
a
protected
series
being
established
by
the
surviving
company
as
a
result
of
the
merger,
a
protected
series
designation
signed
by
the
company.
Sec.
33.
NEW
SECTION
.
489.12607
Effect
of
merger.
When
a
merger
under
section
489.12604
becomes
effective,
in
addition
to
the
effects
stated
in
section
489.1005,
all
of
the
following
apply:
1.
As
provided
in
the
plan
of
merger,
each
protected
series
of
each
merging
company
which
was
established
before
the
merger
is
any
of
the
following:
a.
Is
a
relocated
protected
series
or
continuing
protected
series.
b.
Is
dissolved,
wound
up,
and
terminated.
2.
Any
protected
series
to
be
established
as
a
result
of
the
merger
is
established.
3.
Any
relocated
protected
series
or
continuing
protected
series
is
the
same
person
without
interruption
as
it
was
before
the
merger.
4.
All
property
of
a
relocated
protected
series
or
continuing
protected
series
continues
to
be
vested
in
the
protected
series
without
transfer,
reversion,
or
impairment.
5.
All
debts,
obligations,
and
other
liabilities
of
a
relocated
protected
series
or
continuing
protected
series
continue
as
debts,
obligations,
and
other
liabilities
of
the
protected
series.
6.
Except
as
otherwise
provided
by
law
or
the
plan
of
merger,
all
the
rights,
privileges,
immunities,
powers,
and
purposes
of
a
relocated
protected
series
or
continuing
protected
series
remain
in
the
protected
series.
7.
The
new
name
of
a
relocated
protected
series
may
be
substituted
for
the
former
name
of
the
protected
series
in
any
pending
action
or
proceeding.
8.
If
provided
in
the
plan
of
merger
all
of
the
following
apply:
a.
A
person
becomes
an
associated
member
or
protected-series
transferee
of
a
relocated
protected
series
or
continuing
Senate
File
569,
p.
27
protected
series.
b.
A
person
becomes
an
associated
member
of
a
protected
series
established
by
the
surviving
company
as
a
result
of
the
merger.
c.
Any
change
in
the
rights
or
obligations
of
a
person
in
the
person’s
capacity
as
an
associated
member
or
protected-series
transferee
of
a
relocated
protected
series
or
continuing
protected
series
take
effect.
d.
Any
consideration
to
be
paid
to
a
person
that
before
the
merger
was
an
associated
member
or
protected-series
transferee
of
a
relocated
protected
series
or
continuing
protected
series
is
due.
9.
Any
person
that
is
a
member
of
a
relocated
protected
series
becomes
a
member
of
the
surviving
company,
if
not
already
a
member.
Sec.
34.
NEW
SECTION
.
489.12608
Application
of
section
489.12404
after
merger.
1.
A
creditor’s
right
that
existed
under
section
489.12404
immediately
before
a
merger
under
section
489.12604
may
be
enforced
after
the
merger
in
accordance
with
all
of
the
following:
a.
A
creditor’s
right
that
existed
immediately
before
the
merger
against
the
surviving
company,
a
continuing
protected
series,
or
a
relocated
protected
series
continues
without
change
after
the
merger.
b.
A
creditor’s
right
that
existed
immediately
before
the
merger
against
a
nonsurviving
company
all
of
the
following
apply:
(1)
May
be
asserted
against
an
asset
of
the
nonsurviving
company
which
vested
in
the
surviving
company
as
a
result
of
the
merger.
(2)
Does
not
otherwise
change.
c.
Subject
to
subsection
2,
all
of
the
following
apply:
(1)
In
addition
to
the
remedy
stated
in
paragraph
“a”
,
a
creditor
with
a
right
under
section
489.12404
which
existed
immediately
before
the
merger
against
a
nonsurviving
company
or
a
relocated
protected
series
may
assert
the
right
against
any
of
the
following:
(a)
An
asset
of
the
surviving
company,
other
than
an
asset
Senate
File
569,
p.
28
of
the
nonsurviving
company
which
vested
in
the
surviving
company
as
a
result
of
the
merger.
(b)
An
asset
of
a
continuing
protected
series.
(c)
An
asset
of
a
protected
series
established
by
the
surviving
company
as
a
result
of
the
merger.
(d)
If
the
creditor’s
right
was
against
an
asset
of
the
nonsurviving
company,
an
asset
of
a
relocated
series.
(e)
If
the
creditor’s
right
was
against
an
asset
of
a
relocated
protected
series,
an
asset
of
another
relocated
protected
series.
(2)
In
addition
to
the
remedy
stated
in
paragraph
“b”
,
a
creditor
with
a
right
that
existed
immediately
before
the
merger
against
the
surviving
company
or
a
continuing
protected
series
may
assert
the
right
against
any
of
the
following:
(a)
An
asset
of
a
relocated
protected
series.
(b)
An
asset
of
a
nonsurviving
company
which
vested
in
the
surviving
company
as
a
result
of
the
merger.
2.
For
the
purposes
of
subsection
1,
paragraph
“c”
,
and
section
489.12404,
subsection
2,
paragraph
“a”
,
subparagraph
(1);
section
489.12404,
subsection
2,
paragraph
“b”
,
subparagraph
(1);
and
section
489.12404,
subsection
2,
paragraph
“c”
,
subparagraph
(1),
the
incurrence
date
is
deemed
to
be
the
date
on
which
the
merger
becomes
effective.
3.
A
merger
under
section
489.12604
does
not
affect
the
manner
in
which
section
489.12404
applies
to
a
liability
incurred
after
the
merger.
SUBPART
G
FOREIGN
PROTECTED
SERIES
Sec.
35.
NEW
SECTION
.
489.12701
Governing
law.
The
law
of
the
jurisdiction
of
formation
of
a
foreign
series
limited
liability
company
governs
all
of
the
following:
1.
The
internal
affairs
of
a
foreign
protected
series
of
the
company,
including
all
of
the
following:
a.
Relations
among
any
associated
members
of
the
foreign
protected
series.
b.
Relations
between
the
foreign
protected
series
and
any
of
the
following:
(1)
Any
associated
member.
(2)
The
protected-series
manager.
Senate
File
569,
p.
29
(3)
Any
protected-series
transferee.
c.
Relations
between
any
associated
member
and
any
of
the
following:
(1)
The
protected-series
manager.
(2)
Any
protected-series
transferee.
d.
The
rights
and
duties
of
a
protected-series
manager.
e.
Governance
decisions
affecting
the
activities
and
affairs
of
the
foreign
protected
series
and
the
conduct
of
those
activities
and
affairs.
f.
Procedures
and
conditions
for
becoming
an
associated
member
or
protected-series
transferee.
2.
Relations
between
the
foreign
protected
series
and
all
of
the
following:
a.
The
company.
b.
Another
foreign
protected
series
of
the
company.
c.
A
member
of
the
company
which
is
not
an
associated
member
of
the
foreign
protected
series.
d.
A
foreign
protected-series
manager
that
is
not
a
protected-series
manager
of
the
protected
series.
e.
A
foreign
protected-series
transferee
that
is
not
a
foreign
protected-series
transferee
of
the
protected
series.
f.
A
transferee
of
a
transferable
interest
of
the
company.
3.
Except
as
otherwise
provided
in
sections
489.12402
and
489.12404,
the
liability
of
a
person
for
a
debt,
obligation,
or
other
liability
of
a
foreign
protected
series
of
a
foreign
series
limited
liability
company
if
the
debt,
obligation,
or
liability
is
asserted
solely
by
reason
of
the
person
being
or
acting
as
any
of
the
following:
a.
An
associated
member,
protected-series
transferee,
or
protected-series
manager
of
the
foreign
protected
series.
b.
A
member
of
the
company
which
is
not
an
associated
member
of
the
foreign
protected
series.
c.
A
protected-series
manager
of
another
foreign
protected
series
of
the
company.
d.
A
protected-series
transferee
of
another
foreign
protected
series
of
the
company.
e.
A
manager
of
the
company.
f.
A
transferee
of
a
transferable
interest
of
the
company.
4.
Except
as
otherwise
provided
in
sections
489.12402
and
Senate
File
569,
p.
30
489.12404
all
of
the
following
apply:
a.
The
liability
of
the
foreign
series
limited
liability
company
for
a
debt,
obligation,
or
other
liability
of
a
foreign
protected
series
of
the
company
if
the
debt,
obligation,
or
liability
is
asserted
solely
by
reason
of
the
foreign
protected
series
being
a
foreign
protected
series
of
the
company
or
the
company
as
a
consequence
of
any
of
the
following:
(1)
Being
or
acting
as
a
foreign
protected-series
manager
of
the
foreign
protected
series.
(2)
Having
the
foreign
protected
series
manage
the
company.
(3)
Owning
a
protected-series
transferable
interest
of
the
foreign
protected
series.
b.
The
liability
of
a
foreign
protected
series
for
a
debt,
obligation,
or
other
liability
of
the
company
or
another
foreign
protected
series
of
the
company
if
the
debt,
obligation,
or
liability
is
asserted
solely
by
reason
of
the
foreign
protected
series
as
a
consequence
of
any
of
the
following:
(1)
Being
a
foreign
protected
series
of
the
company
or
having
the
company
or
another
foreign
protected
series
of
the
company
be
or
act
as
foreign
protected-series
manager
of
the
foreign
protected
series.
(2)
Managing
the
company
or
being
or
acting
as
a
foreign
protected-series
manager
of
another
foreign
protected
series
of
the
company.
Sec.
36.
NEW
SECTION
.
489.12702
No
attribution
of
activities
constituting
doing
business
or
for
establishing
jurisdiction.
In
determining
whether
a
foreign
series
limited
liability
company
or
foreign
protected
series
of
the
company
does
business
in
this
state
or
is
subject
to
the
personal
jurisdiction
of
the
courts
of
this
state
all
of
the
following
apply:
1.
The
activities
and
affairs
of
the
company
are
not
attributable
to
a
foreign
protected
series
of
the
company
solely
by
reason
of
the
foreign
protected
series
being
a
foreign
protected
series
of
the
company.
2.
The
activities
and
affairs
of
a
foreign
protected
series
are
not
attributable
to
the
company
or
another
foreign
Senate
File
569,
p.
31
protected
series
of
the
company
solely
by
reason
of
the
foreign
protected
series
being
a
foreign
protected
series
of
the
company.
Sec.
37.
NEW
SECTION
.
489.12703
Authorization
of
foreign
protected
series.
1.
Except
as
otherwise
provided
in
this
section
and
subject
to
sections
489.12402
and
489.12404,
the
law
of
this
state
governing
the
filing
of
a
certificate
of
authority
of
a
foreign
limited
liability
company
to
do
business
in
this
state,
including
the
consequences
of
not
complying
with
that
law,
applies
to
a
foreign
protected
series
of
a
foreign
series
limited
liability
company
as
if
the
foreign
protected
series
were
a
foreign
limited
liability
company
formed
separately
from
the
foreign
series
limited
liability
company
and
distinct
from
the
foreign
series
limited
liability
company
and
any
other
foreign
protected
series
of
the
foreign
series
limited
liability
company.
2.
An
application
by
a
foreign
protected
series
of
a
foreign
series
limited
liability
company
for
a
certificate
of
authority
to
do
business
in
this
state
must
include
all
of
the
following:
a.
The
name
and
jurisdiction
of
formation
of
the
foreign
series
limited
liability
company.
b.
If
the
company
has
other
foreign
protected
series,
the
name
and
street
and
mailing
address
of
an
individual
who
knows
the
name
and
street
and
mailing
address
of
all
of
the
following:
(1)
Each
other
foreign
protected
series
of
the
foreign
series
limited
liability
company.
(2)
The
foreign
protected-series
manager
of
and
agent
for
service
of
process
for
each
other
foreign
protected
series
of
the
foreign
series
limited
liability
company.
2A.
If
the
jurisdiction
under
whose
law
the
foreign
protected
series
was
organized
does
not
provide
for
the
protected
series
to
obtain
a
certificate
of
existence,
the
foreign
protected
series
shall
attach
a
certificate
of
existence
for
the
series
limited
liability
company
of
which
it
is
a
protected
series.
In
that
case,
a
foreign
protected
series
of
the
foreign
series
limited
liability
company
will
be
deemed
to
be
in
existence
and
good
standing
as
long
as
the
Senate
File
569,
p.
32
series
limited
liability
company
is
in
existence
and
good
standing.
3.
The
name
of
a
foreign
protected
series
applying
for
a
certificate
of
authority
or
authorized
to
do
business
in
this
state
must
comply
with
section
489.12202
and
may
do
so
using
a
fictitious
name
pursuant
to
section
489.108,
if
the
fictitious
name
complies
with
section
489.12202.
4.
A
foreign
protected
series
that
has
in
effect
a
certificate
of
authority
pursuant
to
this
section
shall
file
with
the
secretary
of
state
an
amendment
to
its
application
if
there
is
any
change
in
the
information
required
by
subsection
2.
Sec.
38.
NEW
SECTION
.
489.12704
Disclosure
required
when
foreign
series
limited
liability
company
or
foreign
protected
series
party
to
proceeding.
1.
Not
later
than
thirty
days
after
becoming
a
party
to
a
proceeding
before
a
civil,
administrative,
or
other
adjudicative
tribunal
of
or
located
in
this
state
or
a
tribunal
of
the
United
States
located
in
this
state
all
of
the
following
apply:
a.
A
foreign
series
limited
liability
company
shall
disclose
to
each
other
party
the
name
and
street
and
mailing
address
of
all
of
the
following:
(1)
Each
foreign
protected
series
of
the
company.
(2)
Each
foreign
protected-series
manager
of
and
a
registered
agent
for
service
of
process
for
each
foreign
protected
series
of
the
company.
b.
A
foreign
protected
series
of
a
foreign
series
limited
liability
company
shall
disclose
to
each
other
party
the
name
and
street
and
mailing
address
of
all
of
the
following:
(1)
The
company
and
each
manager
of
the
company
and
an
agent
for
service
of
process
for
the
company.
(2)
Any
other
foreign
protected
series
of
the
company
and
each
foreign
protected-series
manager
of
and
an
agent
for
service
of
process
for
the
other
foreign
protected
series.
2.
If
a
foreign
series
limited
liability
company
or
foreign
protected
series
challenges
the
personal
jurisdiction
of
the
tribunal,
the
requirement
that
the
foreign
company
or
foreign
protected
series
make
disclosure
under
subsection
1
is
Senate
File
569,
p.
33
tolled
until
the
tribunal
determines
whether
it
has
personal
jurisdiction.
3.
If
a
foreign
series
limited
liability
company
or
foreign
protected
series
does
not
comply
with
subsection
1,
a
party
to
the
proceeding
may
do
any
of
the
following:
a.
Request
the
tribunal
to
treat
the
noncompliance
as
a
failure
to
comply
with
the
tribunal’s
discovery
rules.
b.
Bring
a
separate
proceeding
in
the
court
to
enforce
subsection
1.
SUBPART
H
TRANSITIONAL
PROVISIONS
Sec.
39.
NEW
SECTION
.
489.12803
Transitional
provisions.
1.
Before
July
1,
2021,
this
part
governs
only
the
following:
a.
A
series
limited
liability
company
formed,
or
a
protected
series
established,
on
or
after
July
1,
2020.
b.
A
limited
liability
company
that
is
a
series
limited
liability
company
before
July
1,
2020,
and
elects,
in
the
manner
provided
in
its
operating
agreement
or
by
law
for
amending
the
operating
agreement,
to
be
subject
to
this
part.
2.
If
a
series
limited
liability
company
elects
under
subsection
1,
paragraph
“b”
,
to
be
subject
to
this
part:
a.
The
election
applies
to
each
protected
series
of
the
company,
whenever
established.
b.
A
manager
of
the
company
has
the
right
to
sign
and
deliver
to
the
secretary
of
state
for
filing
any
record
necessary
to
comply
with
this
part,
whether
the
record
pertains
to
the
company,
a
protected
series
of
the
company,
or
both.
3.
On
and
after
July
1,
2021,
this
part
governs
all
series
limited
liability
companies
and
protected
series.
4.
Until
July
1,
2021,
sections
489.12402
and
489.12404
do
not
apply
to
a
foreign
protected
series
that
was
established
before
July
1,
2020,
or
a
foreign
limited
liability
company
that
became
a
foreign
series
limited
liability
company
before
July
1,
2020.
5.
This
section
is
repealed
on
July
1,
2021.
Sec.
40.
NEW
SECTION
.
489.12804
Savings
clause.
This
part
does
not
affect
an
action
commenced,
proceeding
brought,
or
right
accrued
before
July
1,
2020.
Senate
File
569,
p.
34
Sec.
41.
EFFECTIVE
DATE.
This
division
of
this
Act
takes
effect
July
1,
2020.
DIVISION
II
UNIFORM
PROTECTED
SERIES
ACT
——
CONFORMING
AMENDMENTS
Sec.
42.
Section
10.1,
subsections
9
and
17,
Code
2019,
are
amended
to
read
as
follows:
9.
a.
“Farmers
cooperative
limited
liability
company”
means
a
limited
liability
company
organized
under
chapter
489
,
if
cooperative
associations
hold
one
hundred
percent
of
all
membership
interests
in
the
limited
liability
company.
Farmers
cooperative
associations
must
hold
at
least
seventy
percent
of
all
membership
interests
in
the
limited
liability
company.
If
more
than
one
type
of
membership
interest
is
established,
including
any
series
as
provided
in
section
489.1201
or
any
class
or
group
as
provided
in
section
489.1201
,
farmers
cooperative
associations
must
hold
at
least
seventy
percent
of
all
membership
interests
of
each
type.
b.
As
used
in
paragraph
“a”
,
a
type
of
membership
interest
in
a
limited
liability
company
includes
any
of
the
following:
(1)
(a)
A
series
as
provided
in
chapter
489,
article
12.
(b)
This
subparagraph
is
repealed
on
July
1,
2021.
(2)
A
protected
series
as
provided
in
chapter
489,
article
12.
17.
“Networking
farmers
limited
liability
company”
means
a
limited
liability
company,
other
than
a
family
farm
limited
liability
company
as
defined
in
section
9H.1
,
organized
under
chapter
489
if
all
of
the
following
conditions
are
satisfied:
a.
(1)
Qualified
farmers
must
hold
at
least
fifty-one
percent
of
all
membership
interests
in
the
limited
liability
company.
If
more
than
one
type
of
membership
interest
is
established,
including
any
series
as
provided
in
section
489.1201
or
any
class
or
group
as
provided
in
section
489.1201
,
qualified
farmers
must
hold
at
least
fifty-one
percent
of
all
membership
interests
of
each
type.
b.
(2)
Qualified
persons
must
hold
at
least
seventy
percent
of
all
membership
interests
in
the
limited
liability
company.
If
more
than
one
type
of
membership
interest
is
established,
including
any
series
as
provided
in
section
489.1201
or
any
class
or
group
as
provided
in
section
489.1201
,
qualified
Senate
File
569,
p.
35
persons
must
hold
at
least
seventy
percent
of
all
membership
interests
of
each
type.
b.
As
used
in
paragraph
“a”
,
a
type
of
membership
interest
in
a
limited
liability
company
includes
any
of
the
following:
(1)
(a)
A
series
as
provided
in
chapter
489,
article
12.
(b)
This
subparagraph
is
repealed
on
July
1,
2021.
(2)
A
protected
series
of
a
series
limited
liability
company
as
provided
in
chapter
489,
article
12.
Sec.
43.
Section
10.10,
subsection
1,
paragraph
c,
Code
2019,
is
amended
to
read
as
follows:
c.
(1)
Less
than
fifty
percent
of
the
interest
in
the
farmers
cooperative
limited
liability
company
is
held
by
members
which
are
parties
to
intra-company
loan
agreements.
If
more
than
one
type
of
membership
interest
is
established,
including
any
series
as
provided
in
section
489.1201
or
any
class
or
group
as
provided
in
section
489.1201
,
less
than
fifty
percent
of
the
interest
in
each
type
of
membership
shall
be
held
by
members
which
are
parties
to
intra-company
loan
agreements.
(2)
As
used
in
subparagraph
(1),
a
type
of
membership
interest
in
a
limited
liability
company
includes
any
of
the
following:
(a)
(i)
A
series
as
provided
in
chapter
489,
article
12.
(ii)
This
subparagraph
division
is
repealed
on
July
1,
2021.
(b)
A
protected
series
of
a
series
limited
liability
company
as
provided
in
chapter
489,
article
12.
Sec.
44.
Section
489.101,
Code
2019,
is
amended
to
read
as
follows:
489.101
Short
title.
1.
This
chapter
may
be
cited
as
the
“Revised
Uniform
Limited
Liability
Company
Act”
.
2.
In
addition,
article
12,
part
1,
of
this
chapter
may
be
cited
as
provided
in
section
489.1201.
Sec.
45.
Section
489.801,
subsection
1,
Code
2019,
is
amended
to
read
as
follows:
1.
The
Subject
to
sections
489.12402
and
489.12404,
the
law
of
the
state
or
other
jurisdiction
under
which
a
foreign
limited
liability
company
is
formed
governs
all
of
the
following:
Senate
File
569,
p.
36
a.
The
internal
affairs
of
the
company.
b.
The
liability
of
a
member
as
member
and
a
manager
as
manager
for
the
debts,
obligations,
or
other
liabilities
of
the
company.
Sec.
46.
Section
489.1201,
Code
2019,
is
amended
by
adding
the
following
new
subsection:
NEW
SUBSECTION
.
8.
This
section
is
repealed
on
July
1,
2021.
Sec.
47.
Section
489.1202,
Code
2019,
is
amended
by
adding
the
following
new
subsection:
NEW
SUBSECTION
.
7.
This
section
is
repealed
on
July
1,
2021.
Sec.
48.
Section
489.1203,
Code
2019,
is
amended
by
adding
the
following
new
subsection:
NEW
SUBSECTION
.
14.
This
section
is
repealed
on
July
1,
2021.
Sec.
49.
Section
489.1204,
Code
2019,
is
amended
to
read
as
follows:
489.1204
Dissociation
from
a
series.
1.
Unless
otherwise
provided
in
the
operating
agreement,
a
member
shall
cease
to
be
associated
with
a
series
and
to
have
the
power
to
exercise
any
rights
or
powers
of
a
member
with
respect
to
such
series
upon
the
assignment
of
all
of
the
member’s
transferable
interest
with
respect
to
such
series.
Except
as
otherwise
provided
in
an
operating
agreement,
an
event
under
this
chapter
or
identified
in
an
operating
agreement
that
causes
a
member
to
cease
to
be
associated
with
a
series,
by
itself,
shall
not
cause
such
member
to
cease
to
be
associated
with
any
other
series
or
terminate
the
continued
membership
of
a
member
in
the
limited
liability
company.
2.
This
section
is
repealed
on
July
1,
2021.
Sec.
50.
Section
489.1205,
Code
2019,
is
amended
by
adding
the
following
new
subsection:
NEW
SUBSECTION
.
4.
This
section
is
repealed
on
July
1,
2021.
Sec.
51.
Section
489.1206,
Code
2019,
is
amended
to
read
as
follows:
489.1206
Foreign
series.
1.
A
foreign
limited
liability
company
that
is
authorized
Senate
File
569,
p.
37
to
do
business
in
this
state
under
article
8
which
is
governed
by
an
operating
agreement
that
establishes
or
provides
for
the
establishment
of
designated
series
of
transferable
interests
having
separate
rights,
powers,
or
duties
with
respect
to
specified
property
or
obligations
of
the
foreign
limited
liability
company,
or
profits
and
losses
associated
with
the
specified
property
or
obligations,
shall
indicate
that
fact
on
the
application
for
a
certificate
of
authority
as
a
foreign
limited
liability
company.
In
addition,
the
foreign
limited
liability
company
shall
state
on
the
application
whether
the
debts,
liabilities,
and
obligations
incurred,
contracted
for,
or
otherwise
existing
with
respect
to
a
particular
series,
if
any,
are
enforceable
against
the
assets
of
such
series
only,
and
not
against
the
assets
of
the
foreign
limited
liability
company
generally.
2.
This
section
is
repealed
on
July
1,
2021.
Sec.
52.
CODE
EDITOR
DIRECTIVE.
1.
The
Code
editor
is
directed
to
make
the
following
transfers:
a.
Section
489.1201,
as
amended
by
this
division
of
this
Act,
to
section
489.12901.
b.
Section
489.1202,
as
amended
by
this
division
of
this
Act,
to
section
489.12902.
c.
Section
489.1203,
as
amended
by
this
division
of
this
Act,
to
section
489.12903.
d.
Section
489.1204,
as
amended
by
this
division
of
this
Act,
to
section
489.12904.
e.
Section
489.1205,
as
amended
by
this
division
of
this
Act,
to
section
489.12905.
f.
Section
489.1206,
as
amended
by
this
division
of
this
Act,
to
section
489.12906.
2.
The
Code
editor
shall
codify
the
sections
described
in
subsection
1
as
new
part
2
of
article
12
of
chapter
489.
3.
The
Code
editor
shall
correct
internal
references
in
the
Code
and
in
any
enacted
legislation
as
necessary
due
to
the
enactment
of
this
section.
Sec.
53.
EFFECTIVE
DATE.
This
division
of
this
Act
takes
effect
July
1,
2020.
DIVISION
III
Senate
File
569,
p.
38
MANAGEMENT
OF
LIMITED
LIABILITY
COMPANIES
Sec.
54.
Section
489.407,
subsection
2,
paragraph
f,
Code
2019,
is
amended
by
striking
the
paragraph.
DIVISION
IV
DISSOLUTION
Sec.
55.
Section
489.105,
subsection
2,
paragraph
a,
Code
2019,
is
amended
to
read
as
follows:
a.
Delivering
to
the
secretary
of
state
for
filing
a
statement
of
change
under
section
489.114
,
an
amendment
to
the
certificate
under
section
489.202
,
a
statement
of
correction
under
section
489.206
,
a
biennial
report
under
section
489.209
,
a
statement
of
withdrawal
or
a
statement
of
rescission
under
section
489.701A,
or
a
statement
of
termination
under
section
489.702,
subsection
2
,
paragraph
“b”
,
subparagraph
(6).
Sec.
56.
Section
489.117,
subsection
1,
Code
2019,
is
amended
by
adding
the
following
new
paragraphs:
NEW
PARAGRAPH
.
0a.
Statement
of
rescission
.
.
.
.
No
fee
NEW
PARAGRAPH
.
00a.
Statement
of
withdrawal
.
.
.
No
fee
Sec.
57.
NEW
SECTION
.
489.701A
Rescinding
dissolution.
1.
A
limited
liability
company
may
rescind
its
dissolution,
unless
a
statement
of
termination
applicable
to
the
company
has
become
effective,
a
district
court
has
entered
an
order
under
section
489.701,
subsection
1,
paragraph
“d”
,
dissolving
the
company,
or
the
secretary
of
state
has
dissolved
the
company
under
section
489.705.
2.
Rescinding
dissolution
under
this
section
requires
all
of
the
following:
a.
The
affirmative
vote
or
consent
of
each
member.
b.
If
the
limited
liability
company
has
delivered
to
the
secretary
of
state
for
filing
a
statement
of
dissolution
and
any
of
the
following
applies:
(1)
The
statement
has
not
become
effective,
delivery
to
the
secretary
of
state
for
filing
of
a
statement
of
withdrawal
under
section
489.205
applicable
to
the
statement
of
dissolution.
(2)
If
the
statement
of
dissolution
has
become
effective,
delivery
to
the
secretary
of
state
for
filing
of
a
statement
of
rescission
stating
the
name
of
the
company
and
that
dissolution
has
been
rescinded
under
this
section.
Senate
File
569,
p.
39
3.
If
a
limited
liability
company
rescinds
its
dissolution
all
of
the
following
apply:
a.
The
company
resumes
carrying
on
its
activities
and
affairs
as
if
the
dissolution
had
never
occurred.
b.
Subject
to
paragraph
“c”
,
any
liability
incurred
by
the
company
after
the
dissolution
and
before
the
rescission
has
become
effective
is
determined
as
if
dissolution
had
never
occurred.
c.
The
rights
of
a
third
party
arising
out
of
conduct
in
reliance
on
the
dissolution
before
the
third
party
knew
or
had
notice
of
the
rescission
may
not
be
adversely
affected.
______________________________
CHARLES
SCHNEIDER
President
of
the
Senate
______________________________
LINDA
UPMEYER
Speaker
of
the
House
I
hereby
certify
that
this
bill
originated
in
the
Senate
and
is
known
as
Senate
File
569,
Eighty-eighth
General
Assembly.
______________________________
W.
CHARLES
SMITHSON
Secretary
of
the
Senate
Approved
_______________,
2019
______________________________
KIM
REYNOLDS
Governor