CT
Connecticut Senate Bill SB00399

Connecticut 2018 Regular Session

Connecticut Senate Bill SB00399 Compare Versions

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1-General Assembly Substitute Bill No. 399
2-February Session, 2018 *_____SB00399JUD___032918____*
1+General Assembly Raised Bill No. 399
2+February Session, 2018 LCO No. 365
3+ *00365_______JUD*
4+Referred to Committee on JUDICIARY
5+Introduced by:
6+(JUD)
37
48 General Assembly
59
6-Substitute Bill No. 399
10+Raised Bill No. 399
711
812 February Session, 2018
913
10-*_____SB00399JUD___032918____*
14+LCO No. 365
15+
16+*00365_______JUD*
17+
18+Referred to Committee on JUDICIARY
19+
20+Introduced by:
21+
22+(JUD)
1123
1224 AN ACT CONCERNING THE UNIFORM PROTECTED SERIES ACT.
1325
1426 Be it enacted by the Senate and House of Representatives in General Assembly convened:
1527
1628 Section 1. (NEW) (Effective October 1, 2018) Sections 1 to 42, inclusive, of this act may be cited as the Uniform Protected Series Act.
1729
1830 Sec. 2. (NEW) (Effective October 1, 2018) As used in sections 1 to 42, inclusive, of this act:
1931
2032 (1) "Asset" means property: (A) In which a series limited liability company or protected series has rights; or (B) as to which the company or protected series has the power to transfer rights.
2133
2234 (2) "Associated asset" means an asset that meets the requirements of section 15 of this act.
2335
2436 (3) "Associated member" means a member that meets the requirements of section 16 of this act.
2537
2638 (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 sections 1 to 42, inclusive, of this act. "Foreign protected series" applies whether or not the law under which the foreign company is organized refers to "protected series".
2739
2840 (5) "Foreign series limited liability company" means a foreign limited liability company that has at least one foreign protected series.
2941
3042 (6) "Non-associated asset" means:
3143
3244 (A) An asset of a series limited liability company which is not an associated asset of the company; or
3345
3446 (B) An asset of a protected series of the company which is not an associated asset of the protected series.
3547
3648 (7) "Person" includes a protected series.
3749
3850 (8) "Protected series", except in the phrase "foreign protected series", means a protected series established under section 9 of this act.
3951
4052 (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, sections 1 to 42, inclusive, of this act and chapter 613a of the general statutes.
4153
4254 (10) "Protected-series transferable interest" means a right to receive a distribution from a protected series.
4355
4456 (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. "Protected-series transferee" includes a person that owns a protected-series transferable interest as a result of ceasing to be an associated member of a protected series.
4557
4658 (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.
4759
4860 Sec. 3. (NEW) (Effective October 1, 2018) A protected series of a series limited liability company is a person distinct from:
4961
5062 (1) The company, subject to subsection (c) of section 4 of this act, subdivision (1) of section 24 of this act and subsection (d) of section 25 of this act;
5163
5264 (2) Another protected series of the company;
5365
5466 (3) A member of the company, whether or not the member is an associated member of the protected series;
5567
5668 (4) A protected-series transferee of a protected series of the company; and
5769
5870 (5) A transferee of a transferable interest of the company.
5971
6072 Sec. 4. (NEW) (Effective October 1, 2018) (a) A protected series of a series limited liability company has the capacity to sue and be sued in its own name.
6173
6274 (b) Except as otherwise provided in subsections (c) and (d) of this section, a protected series of a series limited liability company has the same powers and purposes as the company.
6375
6476 (c) A protected series of a series limited liability company ceases to exist not later than when the company completes its winding up.
6577
6678 (d) A protected series of a series limited liability company may not:
6779
6880 (1) Be a member of the company;
6981
7082 (2) Establish a protected series; or
7183
7284 (3) Except as permitted by law of this state other than sections 1 to 42, inclusive, of this act, have a purpose or power that the law of this state other than sections 1 to 42, inclusive, of this act prohibits a limited liability company from doing or having.
7385
7486 Sec. 5. (NEW) (Effective October 1, 2018) The law of this state governs:
7587
7688 (1) The internal affairs of a protected series of a series limited liability company, including:
7789
7890 (A) Relations among any associated members of the protected series;
7991
80-(B) Relations between the protected series and: (i) Any associated member; (ii) the protected-series manager; or (iii) any protected-series transferee;
92+(B) Relations among the protected series and: (i) Any associated member; (ii) the protected-series manager; or (iii) any protected-series transferee;
8193
8294 (C) Relations between any associated member and: (i) The protected-series manager; or (ii) any protected-series transferee;
8395
8496 (D) The rights and duties of a protected-series manager;
8597
8698 (E) Governance decisions affecting the activities and affairs of the protected series and the conduct of those activities and affairs; and
8799
88100 (F) Procedures and conditions for becoming an associated member or protected-series transferee;
89101
90102 (2) The relations between a protected series of a series limited liability company and each of the following:
91103
92104 (A) The company;
93105
94106 (B) Another protected series of the company;
95107
96108 (C) A member of the company which is not an associated member of the protected series;
97109
98110 (D) A protected-series manager that is not a protected-series manager of the protected series; and
99111
100112 (E) A protected-series transferee that is not a protected-series transferee of the protected series;
101113
102114 (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:
103115
104116 (A) An associated member, protected-series transferee, or protected-series manager of the protected series;
105117
106118 (B) A member of the company which is not an associated member of the protected series;
107119
108120 (C) A protected-series manager that is not a protected-series manager of the protected series;
109121
110122 (D) A protected-series transferee that is not a protected-series transferee of the protected series;
111123
112124 (E) A manager of the company; or
113125
114126 (F) A transferee of a transferable interest of the company;
115127
116128 (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:
117129
118130 (A) Having delivered to the Secretary of the State for filing (i) under subsection (b) of section 9 of this act a protected series designation pertaining to the protected series, or (ii) under subsection (d) of section 9 of this act or subsection (c) of section 10 of this act a statement of designation change pertaining to the protected series;
119131
120132 (B) Being or acting as a protected-series manager of the protected series;
121133
122134 (C) Having the protected series be or act as a manager of the company; or
123135
124136 (D) Owning a protected-series transferable interest of the protected series; and
125137
126138 (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:
127139
128140 (A) The protected series: (i) Being a protected series of the company or having as a protected-series manager the company or another protected series of the company; or (ii) being or acting as a protected-series manager of another protected series of the company or a manager of the company; or
129141
130142 (B) The company owning a protected-series transferable interest of the protected series.
131143
132144 Sec. 6. (NEW) (Effective October 1, 2018) (a) Except as otherwise provided in this section and subject to sections 7 and 8 of this act, the operating agreement of a series limited liability company governs:
133145
134146 (1) The internal affairs of a protected series, including:
135147
136148 (A) Relations among any associated members of the protected series;
137149
138150 (B) Relations among the protected series and: (i) Any associated member; (ii) the protected-series manager; or (iii) any protected-series transferee;
139151
140152 (C) Relations between any associated member and: (i) The protected-series manager; or (ii) any protected-series transferee;
141153
142154 (D) The rights and duties of a protected-series manager;
143155
144156 (E) Governance decisions affecting the activities and affairs of the protected series and the conduct of those activities and affairs; and
145157
146158 (F) Procedures and conditions for becoming an associated member or protected-series transferee;
147159
148160 (2) Relations among the protected series, the company and any other protected series of the company;
149161
150162 (3) Relations between:
151163
152164 (A) The protected series, its protected-series manager, any associated member of the protected series or any protected-series transferee of the protected series; and
153165
154166 (B) A person in the person's capacity as: (i) A member of the company which is not an associated member of the protected series; (ii) a protected-series transferee or protected-series manager of another protected series; or (iii) a transferee of the company.
155167
156168 (b) If any provision of chapter 613a of the general statutes restricts the power of an operating agreement to affect a matter, the restriction applies to a matter under sections 1 to 42, inclusive, of this act in accordance with section 8 of this act.
157169
158170 (c) If law of this state other than sections 1 to 42, inclusive, of this act 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 sections 1 to 42, inclusive, of this act, the restriction applies in accordance with section 8 of this act.
159171
160172 (d) Except as otherwise provided in section 7 of this act, if the operating agreement of a series limited liability company does not provide for a matter described in subsection (a) of this section in a manner permitted by sections 1 to 42, inclusive, of this act, the matter is determined in accordance with the following rules:
161173
162174 (1) To the extent sections 1 to 42, inclusive, of this act address the matter, sections 1 to 42, inclusive, of this act govern.
163175
164176 (2) To the extent sections 1 to 42, inclusive, of this act do not address the matter, chapter 613a of the general statutes governs the matter in accordance with section 8 of this act.
165177
166178 Sec. 7. (NEW) (Effective October 1, 2018) (a) An operating agreement may not vary the effect of:
167179
168180 (1) This section;
169181
170182 (2) Section 3 of this act;
171183
172184 (3) Subsection (a) of section 4 of this act;
173185
174186 (4) Subsection (b) of section 4 of this act to provide a protected series a power beyond the powers chapter 613a of the general statutes provides a limited liability company;
175187
176188 (5) Subsection (c) or (d) of section 4 of this act;
177189
178190 (6) Section 5 of this act;
179191
180192 (7) Section 6 of this act;
181193
182194 (8) Section 8 of this act;
183195
184196 (9) Section 9 of this act, except to vary the manner in which a limited liability company approves establishing a protected series;
185197
186198 (10) Section 10 of this act;
187199
188200 (11) Section 15 of this act;
189201
190202 (12) Section 16 of this act;
191203
192204 (13) Subsection (a) or (b) of section 17 of this act;
193205
194206 (14) Subsection (c) or (f) of section 18 of this act;
195207
196208 (15) Section 20 of this act, except to decrease or eliminate a limitation of liability stated in section 20 of this act;
197209
198210 (16) Section 21 of this act;
199211
200212 (17) Section 22 of this act;
201213
202214 (18) Section 23 of this act;
203215
204216 (19) Subdivisions (1), (4) and (5) of section 24 of this act;
205217
206218 (20) Section 25 of this act, except to designate a different person to manage winding up;
207219
208220 (21) Section 26 of this act;
209221
210222 (22) Sections 27 to 34, inclusive, of this act;
211223
212224 (23) Sections 35 to 38, inclusive, of this act;
213225
214226 (24) Sections 39 to 42, inclusive, of this act, except to vary:
215227
216228 (A) The manner in which a series limited liability company may elect under subdivision (2) of subsection (a) of section 41 of this act to be subject to sections 1 to 42, inclusive, of this act; or
217229
218230 (B) The person that has the right to sign and deliver to the Secretary of the State for filing a record under subdivision (2) of subsection (b) of section 41 of this act; or
219231
220232 (25) A provision of sections 1 to 42, inclusive, of this act pertaining to:
221233
222234 (A) Registered agents; or
223235
224236 (B) The Secretary of the State, including provisions pertaining to records authorized or required to be delivered to the Secretary of the State for filing under sections 1 to 42, inclusive, of this act.
225237
226238 (b) An operating agreement may not unreasonably restrict the duties and rights under section 19 of this act but may impose reasonable restrictions on the availability and use of information obtained under section 19 of this act and may provide appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use.
227239
228240 Sec. 8. (NEW) (Effective October 1, 2018) (a) Except as otherwise provided in subsection (b) of this section and section 7 of this act, the following rules apply in applying section 6 of this act, subsections (c) and (f) of section 18 of this act, subparagraph (A) of subdivision (4) of section 24 of this act, subsection (a) of section 25 of this act, and subdivision (2) of section 26 of this act:
229241
230242 (1) 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.
231243
232244 (2) An associated member of the protected series is deemed to be a member of the company deemed to exist under subdivision (1) of this subsection.
233245
234246 (3) A protected-series transferee of the protected series is deemed to be a transferee of the company deemed to exist under subdivision (1) of this subsection.
235247
236248 (4) A protected-series transferable interest of the protected series is deemed to be a transferable interest of the company deemed to exist under subdivision (1) of this subsection.
237249
238250 (5) A protected-series manager is deemed to be a manager of the company deemed to exist under subdivision (1) of this subsection.
239251
240252 (6) An asset of the protected series is deemed to be an asset of the company deemed to exist under subdivision (1) of this subsection, whether or not the asset is an associated asset of the protected series.
241253
242254 (7) Any creditor or other obligee of the protected series is deemed to be a creditor or obligee of the company deemed to exist under subdivision (1) of this subsection.
243255
244256 (b) Subsection (a) of this section does not apply if its application would:
245257
246258 (1) Contravene the provisions of section 34-243d of the general statutes; or
247259
248260 (2) Authorize or require the Secretary of the State to:
249261
250262 (A) Accept for filing a type of record that neither sections 1 to 42, inclusive, of this act nor chapter 613a of the general statutes authorizes or requires a person to deliver to the Secretary of the State for filing; or
251263
252264 (B) Make or deliver a record that neither sections 1 to 42, inclusive, of this act nor chapter 613a of the general statutes authorizes or requires the Secretary of the State to make or deliver.
253265
254266 Sec. 9. (NEW) (Effective October 1, 2018) (a) With the affirmative vote or consent of all members of a limited liability company, the company may establish a protected series.
255267
256268 (b) To establish a protected series, a limited liability company shall deliver to the Secretary of the 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.
257269
258270 (c) A protected series is established when the protected series designation takes effect under section 34-247f of the general statutes.
259271
260272 (d) To amend a protected series designation, a series limited liability company shall deliver to the Secretary of the 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. The change takes effect when the statement of designation change takes effect under section 34-247f of the general statutes.
261273
262274 Sec. 10. (NEW) (Effective October 1, 2018) (a) Except as otherwise provided in subsection (b) of this section, the name of a protected series shall comply with section 34-243k of the general statutes.
263275
264276 (b) The name of a protected series of a series limited liability company shall:
265277
266278 (1) Begin with the name of the company, including any word or abbreviation required by subsection (a) of section 34-243k of the general statutes; and
267279
268280 (2) Contain the phrase "Protected Series" or "protected series" or the abbreviation "P.S." or "PS".
269281
270282 (c) If a series limited liability company changes its name, the company shall deliver to the Secretary of the 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.
271283
272284 Sec. 11. (NEW) (Effective October 1, 2018) (a) 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.
273285
274286 (b) Before delivering a protected series designation to the Secretary of the 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.
275287
276288 (c) A person that signs a protected series designation delivered to the Secretary of the State for filing affirms as a fact that the limited liability company on whose behalf the designation is delivered has complied with subsection (b) of this section.
277289
278290 (d) 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.
279291
280292 (e) 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.
281293
282294 (f) Except as otherwise agreed by a series limited liability company and its registered agent, the agent is not obligated to 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.
283295
284296 Sec. 12. (NEW) (Effective October 1, 2018) (a) 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:
285297
286298 (1) Serving the company;
287299
288300 (2) Serving the registered agent of the protected series; or
289301
290302 (3) Other means authorized by law of this state other than chapter 613a of the general statutes.
291303
292304 (b) 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.
293305
294306 (c) 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.
295307
296308 (d) 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.
297309
298310 (e) 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.
299311
300312 (f) Notice to a person under subsection (b), (c), (d) or (e) of this section is effective whether or not the summons and complaint identify the person if the summons and complaint name as a party and identify:
301313
302314 (1) The series limited liability company or a protected series of the company; or
303315
304316 (2) The foreign series limited liability company or a foreign protected series of the foreign company.
305317
306318 Sec. 13. (NEW) (Effective October 1, 2018) (a) On request of any person, the Secretary of the State shall issue a certificate of good standing for a protected series of a series limited liability company or a certificate of registration for a foreign protected series if:
307319
308320 (1) In the case of a protected series:
309321
310322 (A) No statement of dissolution, termination or relocation pertaining to the protected series has been filed; and
311323
312324 (B) The company has delivered to the Secretary of the State for filing the most recent annual report required by section 34-247k of the general statutes and the report includes the name of the protected series, unless: (i) When the company delivered the report for filing, the protected series designation pertaining to the protected series had not yet taken effect; or (ii) after the company delivered the report for filing, the company delivered to the Secretary of the State for filing a statement of designation change changing the name of the protected series; or
313325
314326 (2) In the case of a foreign protected series, it is registered to do business in this state.
315327
316-(b) A certificate issued under subsection (a) of this section shall state:
328+(b) A certificate issued under subsection (a) shall state:
317329
318330 (1) In the case of a protected series:
319331
320332 (A) The name of the protected series of the series limited liability company and the name of the company;
321333
322-(B) That the requirements of subsection (a) of this section are met;
334+(B) That the requirements of subsection (a) are met;
323335
324336 (C) The date the protected series designation pertaining to the protected series took effect; and
325337
326338 (D) If a statement of designation change pertaining to the protected series has been filed, the effective date and contents of the statement;
327339
328340 (2) In the case of a foreign protected series, that it is registered to do business in this state;
329341
330342 (3) That the fees, taxes, interest and penalties owed to this state by the protected series or foreign protected series and collected through the Secretary of the State have been paid, if:
331343
332344 (A) Payment is reflected in the records of the Secretary of the State; and
333345
334346 (B) Nonpayment affects the good standing of the protected series; and
335347
336348 (4) Other facts reflected in the records of the Secretary of the State pertaining to the protected series or foreign protected series which the person requesting the certificate reasonably requests.
337349
338350 (c) Subject to any qualification stated by the Secretary of the State in a certificate issued under subsection (a) of this section, the certificate may be relied on as conclusive evidence of the facts stated in the certificate.
339351
340352 Sec. 14. (NEW) (Effective October 1, 2018) (a) In the annual report required by section 34-247k of the general statutes, a series limited liability company shall include the name of each protected series of the company:
341353
342354 (1) For which the company has previously delivered to the Secretary of the State for filing a protected series designation; and
343355
344356 (2) Which has not dissolved and completed winding up.
345357
346358 (b) A failure by a series limited liability company to comply with subsection (a) of this section 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.
347359
348360 Sec. 15. (NEW) (Effective October 1, 2018) (a) 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.
349361
350362 (b) 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:
351363
352364 (1) 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;
353365
354366 (2) Determine when and from what person the protected series acquired the asset or how the asset otherwise became an asset of the protected series; and
355367
356368 (3) 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.
357369
358370 (c) 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:
359371
360372 (1) Identify the asset and distinguish it from any other asset of the company and any asset of any protected series of the company;
361373
362374 (2) Determine when and from what person the company acquired the asset or how the asset otherwise became an asset of the company; and
363375
364376 (3) If the company acquired the asset from a protected series of the company, determine any consideration paid, the payor and the payee.
365377
366378 (d) The records and recordkeeping required by subsections (b) and (c) of this section 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.
367379
368380 (e) To the extent permitted by this section and law of this state other than sections 1 to 42, inclusive, of this act, 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:
369381
370382 (1) A protected series may not hold an associated asset in the name of the company or another protected series of the company; and
371383
372384 (2) The company may not hold an associated asset in the name of a protected series of the company.
373385
374386 Sec. 16. (NEW) (Effective October 1, 2018) (a) Only a member of a series limited liability company may be an associated member of a protected series of the company.
375387
376388 (b) 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:
377389
378390 (1) That the member is an associated member of the protected series;
379391
380392 (2) The date on which the member became an associated member; and
381393
382394 (3) Any protected-series transferable interest the associated member has in connection with becoming or being an associated member.
383395
384396 (c) 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.
385397
386398 Sec. 17. (NEW) (Effective October 1, 2018) (a) A protected-series transferable interest of a protected series of a series limited liability company shall be owned initially by an associated member of the protected series or the company.
387399
388400 (b) 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.
389401
390402 (c) In addition to acquiring a protected series transferable series interest under subsection (b) of this section, a series limited liability company may acquire a series transferable interest through a transfer from another person or as provided in the operating agreement.
391403
392404 (d) Except for subdivision (3) of subsection (a) of section 8 of this act, a provision of sections 1 to 42, inclusive, of this act that 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 that applies 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.
393405
394406 Sec. 18. (NEW) (Effective October 1, 2018) (a) A protected series may have more than one protected-series manager.
395407
396408 (b) If a protected series has no associated members, the series limited liability company is the protected-series manager.
397409
398410 (c) Section 8 of this act applies to determine any duties of a protected-series manager of a protected series of a series limited liability company to:
399411
400412 (1) The protected series;
401413
402414 (2) Any associated member of the protected series; and
403415
404416 (3) Any protected-series transferee of the protected series.
405417
406418 (d) 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:
407419
408420 (1) The company;
409421
410422 (2) Another protected series of the company; or
411423
412424 (3) Another person in that person's capacity as:
413425
414426 (A) A member of the company which is not an associated member of the protected series;
415427
416428 (B) A protected-series transferee or protected-series manager of another protected series; or
417429
418430 (C) A transferee of the company.
419431
420432 (e) 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.
421433
422434 (f) Part VIII of chapter 613a of the general statutes applies to a protected series in accordance with section 8 of this act.
423435
424436 Sec. 19. (NEW) (Effective October 1, 2018) (a) 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 34-255i of the general statutes.
425437
426438 (b) 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 34-255i of the general statutes.
427439
428440 (c) 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 34-255i of the general statutes.
429441
430442 (d) 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 34-255i of the general statutes.
431443
432444 Sec. 20. (NEW) (Effective October 1, 2018) (a) A person is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation or other liability of:
433445
434446 (1) A protected series of a series limited liability company solely by reason of being or acting as: (A) An associated member, series manager or protected-series transferee of the protected series; or (B) a member, manager or transferee of the company; or
435447
436448 (2) 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.
437449
438450 (b) Subject to section 23 of this act, the following rules apply:
439451
440452 (1) A debt, obligation or other liability of a series limited liability company is solely the debt, obligation or liability of the company.
441453
442454 (2) A debt, obligation or other liability of a protected series is solely the debt, obligation or liability of the protected series.
443455
444456 (3) 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:
445457
446458 (A) Being or acting as a protected-series manager of the protected series;
447459
448460 (B) Having the protected series manage the company; or
449461
450462 (C) Owning a protected-series transferable interest of the protected series.
451463
452464 (4) 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:
453465
454466 (A) Being a protected series of the company;
455467
456468 (B) Being or acting as a manager of the company or a protected-series manager of another protected series of the company; or
457469
458470 (C) Having the company or another protected series of the company be or act as a protected-series manager of the protected series.
459471
460472 Sec. 21. (NEW) (Effective October 1, 2018) (a) Except as otherwise provided in subsection (b) of this section, a claim seeking to disregard a limitation in section 20 of this act is 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.
461473
462-(b) The failure of a limited liability company or a protected series to observe a formality relating to the exercise of its powers or management of its activities and affairs is not a ground to disregard a limitation in subsection (a) of section 20 of this act, but may be a ground to disregard a limitation in subsection (b) of section 20 of this act.
474+(b) The failure of a limited liability company or a protected series to observe a formality relating to the exercise of its powers or management of its activities and affairs is not a ground to disregard a limitation in subsection (a) of section 20 of this act but may be a ground to disregard a limitation in subsection (b) of section 20 of this act.
463475
464476 (c) 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 20 of this act, if:
465477
466478 (1) The claimant is a resident of this state or doing business or registered to do business in this state; or
467479
468480 (2) The claim is to establish or enforce a liability arising under law of this state other than sections 1 to 42, inclusive, of this act or from an act or omission in this state.
469481
470482 Sec. 22. (NEW) (Effective October 1, 2018) Section 34-259b of the general statutes applies to a judgment creditor of:
471483
472484 (1) An associated member or protected-series transferee of a protected series; or
473485
474486 (2) A series limited liability company, to the extent the company owns a protected-series transferable interest of a protected series.
475487
476-Sec. 23. (NEW) (Effective October 1, 2018) (a) As used in this section:
488+Sec. 23. (NEW) (Effective October 1, 2018) (a) In this section:
477489
478490 (1) "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 under this section a claim against an asset of the company or protected series by attachment, levy or the like.
479491
480492 (2) Subject to subsection (b) of section 34 of this act, "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.
481493
482494 (b) 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:
483495
484496 (1) A judgment against the company may be enforced against an asset of a protected series of the company if the asset: (A) Was a non-associated asset of the protected series on the incurrence date; or (B) is a non-associated asset of the protected series on the enforcement date.
485497
486498 (2) A judgment against a protected series may be enforced against an asset of the company if the asset: (A) Was a non-associated asset of the company on the incurrence date; or (B) is a non-associated asset of the company on the enforcement date.
487499
488500 (3) A judgment against a protected series may be enforced against an asset of another protected series of the company if the asset: (A) Was a non-associated asset of the other protected series on the incurrence date; or (B) is a non-associated asset of the other protected series on the enforcement date.
489501
490502 (c) 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 sections 1 to 42, inclusive, of this act permits a prejudgment remedy by attachment, levy or the like, the court may apply subsection (b) of this section as a prejudgment remedy.
491503
492504 (d) In a proceeding under this section, the party asserting that an asset is or was an associated asset of a series limited liability company or a protected series of the company has the burden of proof on the issue.
493505
494506 (e) This section applies to an asset of a foreign series limited liability company or foreign protected series if:
495507
496508 (1) The asset is real or tangible property located in this state;
497509
498-(2) The claimant is a resident of this state or doing business or registered to do business in this state, or the claim under this section is to enforce a judgment, or to seek a prejudgment remedy, pertaining to a liability arising under law of this state other than sections 1 to 42, inclusive, of this act or an act or omission in this state; and
510+(2) The claimant is a resident of this state or doing business or registered to do business in this state, or the claim under section 23 of this act is to enforce a judgment, or to seek a prejudgment remedy, pertaining to a liability arising under law of this state other than sections 1 to 42, inclusive, of this act or an act or omission in this state; and
499511
500512 (3) 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 15 of this act.
501513
502514 Sec. 24. (NEW) (Effective October 1, 2018) A protected series of a series limited liability company is dissolved, and its activities and affairs wound up, only on the:
503515
504516 (1) Dissolution of the company;
505517
506518 (2) Occurrence of an event or circumstance the operating agreement states causes dissolution of the protected series;
507519
508520 (3) Affirmative vote or consent of all members;
509521
510522 (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:
511523
512524 (A) In accordance with section 8 of this act; and
513525
514526 (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; or
515527
516528 (5) Entry by the court of an order dissolving the protected series on application by the company or a member of the company on the ground that the conduct of all or substantially all the activities and affairs of the protected series is illegal.
517529
518530 Sec. 25. (NEW) (Effective October 1, 2018) (a) Subject to subsections (b) and (c) of this section and in accordance with section 8 of this act:
519531
520532 (1) 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 section 34-267a of the general statutes, subject to the same requirements and conditions and with the same effects; and
521533
522534 (2) 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 34-267a of the general statutes.
523535
524536 (b) When a protected series of a series limited liability company dissolves, the company may deliver to the Secretary of the 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 the State has the same effect as the filing by the Secretary of the State of a certificate of dissolution under section 34-267a of the general statutes.
525537
526538 (c) When a protected series of a series limited liability company has completed winding up, the company may deliver to the Secretary of the 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 the State has the same effect as the filing by the Secretary of the State of a certificate of dissolution under subsection (b) of section 34-267a of the general statutes.
527539
528540 (d) 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.
529541
530542 Sec. 26. (NEW) (Effective October 1, 2018) 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:
531543
532544 (1) Each protected series of the company ceases winding up; and
533545
534546 (2) Section 34-267b of the general statutes applies to each protected series of the company in accordance with section 8 of this act.
535547
536-Sec. 27. (NEW) (Effective October 1, 2018) As used in this section and sections 28 to 34, inclusive, of this act:
537-
538-(1) "After a merger" or "after the merger" means when a merger under section 30 of this act becomes effective and afterwards.
548+Sec. 27. (NEW) (Effective October 1, 2018) (1) "After a merger" or "after the merger" means when a merger under section 30 of this act becomes effective and afterwards.
539549
540550 (2) "Before a merger" or "before the merger" means before a merger under section 30 of this act becomes effective.
541551
542552 (3) "Continuing protected series" means a protected series of a surviving company which continues in uninterrupted existence after a merger under section 30 of this act.
543553
544554 (4) "Merging company" means a limited liability company that is party to a merger under section 30 of this act.
545555
546556 (5) "Non-surviving company" means a merging company that does not continue in existence after a merger under section 30 of this act.
547557
548558 (6) "Relocated protected series" means a protected series of a non-surviving company which, after a merger under section 30 of this act, continues in uninterrupted existence as a protected series of the surviving company.
549559
550560 (7) "Surviving company" means a merging company that continues in existence after a merger under section 30 of this act.
551561
552562 Sec. 28. (NEW) (Effective October 1, 2018) A protected series may not:
553563
554564 (1) Be an acquiring, acquired, converting, converted, merging or surviving entity;
555565
556566 (2) Participate in a domestication; or
557567
558568 (3) Be a party to or be formed, organized, established or created in a transaction substantially like a merger, interest exchange, conversion or domestication.
559569
560570 Sec. 29. (NEW) (Effective October 1, 2018) A series limited liability company may not be:
561571
562572 (1) An acquiring, acquired, converting, converted, domesticating or domesticated entity; or
563573
564574 (2) Except as otherwise provided in section 30 of this act, a party to or the surviving company of a merger.
565575
566576 Sec. 30. (NEW) (Effective October 1, 2018) A series limited liability company may be party to a merger in accordance with sections 34-279h to 34-279k, inclusive, of the general statutes, this section and sections 31 to 34, inclusive, of this act only if:
567577
568578 (1) Each other party to the merger is a limited liability company; and
569579
570580 (2) The surviving company is not created in the merger.
571581
572582 Sec. 31. (NEW) (Effective October 1, 2018) In a merger under section 30 of this act, the plan of merger shall:
573583
574584 (1) Comply with section 34-279h of the general statutes; and
575585
576586 (2) State in a record:
577587
578588 (A) For any protected series of a non-surviving company, whether after the merger the protected series will be a relocated protected series or be dissolved, wound up and terminated;
579589
580590 (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;
581591
582592 (C) For each relocated protected series or continuing protected series:
583593
584594 (i) 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;
585595
586596 (ii) The name of any person whose rights or obligations in the person's capacity as an associated member or protected-series transferee will change after the merger;
587597
588598 (iii) 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; and
589599
590600 (iv) If after the merger the protected series will be a relocated protected series, its new name;
591601
592602 (D) For any protected series to be established by the surviving company as a result of the merger:
593603
594604 (i) The name of the protected series;
595605
596606 (ii) Any protected-series transferable interest to be owned by the surviving company when the protected series is established; and
597607
598608 (iii) 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; and
599609
600610 (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:
601611
602-(i) Is or is proposed to be in a record; and
612+(1) Is or is proposed to be in a record; and
603613
604-(ii) Is necessary or appropriate to state the rights and obligations of the person as a member of the surviving company.
614+(2) Is necessary or appropriate to state the rights and obligations of the person as a member of the surviving company.
605615
606616 Sec. 32. (NEW) (Effective October 1, 2018) In a merger under section 30 of this act, the statement of merger shall:
607617
608618 (1) Comply with the requirements for a certificate of merger under section 34-279j of the general statutes; and
609619
610620 (2) Include as an attachment the following records, each to become effective when the merger becomes effective:
611621
612622 (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;
613623
614624 (B) For a protected series of a non-surviving company which after the merger will be a relocated protected series:
615625
616626 (i) A statement of relocation signed by the non-surviving company which contains the name of the company and the name of the protected series before and after the merger; and
617627
618628 (ii) A statement of protected series designation signed by the surviving company; and
619629
620630 (C) For a protected series being established by the surviving company as a result of the merger, a statement of designation signed by the company.
621631
622632 Sec. 33. (NEW) (Effective October 1, 2018) When a merger under section 30 of this act becomes effective, in addition to the effects stated in section 34-279k of the general statutes:
623633
624634 (1) As provided in the plan of merger, each protected series of each merging company which was established before the merger:
625635
626636 (A) Is a relocated protected series or continuing protected series; or
627637
628638 (B) Is dissolved, wound up, and terminated;
629639
630640 (2) Any protected series to be established as a result of the merger is established;
631641
632642 (3) Any relocated protected series or continuing protected series is the same person without interruption as it was before the merger;
633643
634644 (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;
635645
636646 (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;
637647
638648 (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;
639649
640650 (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;
641651
642652 (8) If provided in the plan of merger:
643653
644654 (A) A person becomes an associated member or protected-series transferee of a relocated protected series or continuing protected series;
645655
646656 (B) A person becomes an associated member of a protected series established by the surviving company as a result of the merger;
647657
648658 (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; and
649659
650660 (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; and
651661
652662 (9) Any person that is a member of a relocated protected series becomes a member of the surviving company, if not already a member.
653663
654664 Sec. 34. (NEW) (Effective October 1, 2018) (a) A creditor's right that existed under section 23 of this act immediately before a merger under section 30 of this act may be enforced after the merger in accordance with the following rules:
655665
656666 (1) 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.
657667
658668 (2) A creditor's right that existed immediately before the merger against a non-surviving company:
659669
660670 (A) May be asserted against an asset of the non-surviving company which vested in the surviving company as a result of the merger; and
661671
662672 (B) Does not otherwise change.
663673
664674 (3) Subject to subsection (b) of this section, the following rules apply:
665675
666676 (A) In addition to the remedy stated in subdivision (1) of this subsection, a creditor with a right under section 23 of this act which existed immediately before the merger against a non-surviving company or a relocated protected series may assert the right against: (i) An asset of the surviving company, other than an asset of the non-surviving company which vested in the surviving company as a result of the merger; (ii) an asset of a continuing protected series; (iii) an asset of a protected series established by the surviving company as a result of the merger; (iv) if the creditor's right was against an asset of the non-surviving company, an asset of a relocated series; or (v) if the creditor's right was against an asset of a relocated protected series, an asset of another relocated protected series.
667677
668678 (B) In addition to the remedy stated in subdivision (2) of this subsection, 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:
669679
670680 (i) An asset of a relocated protected series; or
671681
672682 (ii) An asset of a non-surviving company which vested in the surviving company as a result of the merger.
673683
674684 (b) For the purposes of subdivision (3) of subsection (a) of this section and subparagraph (A) of subdivision (1) of subsection (b) of section 23 of this act, subparagraph (A) of subdivision (2) of subsection (b) of section 23 of this act and subparagraph (A) of subdivision (3) of subsection (b) of section 23 of this act, the incurrence date is deemed be the date on which the merger becomes effective.
675685
676686 (c) A merger under section 30 of this act does not affect the manner in which section 23 of this act applies to a liability incurred after the merger.
677687
678688 Sec. 35. (NEW) (Effective October 1, 2018) The law of the jurisdiction of formation of a foreign series limited liability company governs:
679689
680690 (1) The internal affairs of a foreign protected series of the company, including:
681691
682692 (A) Relations among any associated members of the foreign protected series;
683693
684694 (B) Relations between the foreign protected series and: (i) Any associated member; (ii) the protected-series manager; or (iii) any protected-series transferee;
685695
686696 (C) Relations between any associated member and: (i) The protected-series manager; or (ii) any protected-series transferee;
687697
688698 (D) The rights and duties of a protected-series manager;
689699
690700 (E) Governance decisions affecting the activities and affairs of the foreign protected series and the conduct of those activities and affairs; and
691701
692702 (F) Procedures and conditions for becoming an associated member or protected-series transferee;
693703
694704 (2) Relations between the foreign protected series and:
695705
696706 (A) The company;
697707
698708 (B) Another foreign protected series of the company;
699709
700710 (C) A member of the company which is not an associated member of the foreign protected series;
701711
702712 (D) A foreign protected-series manager that is not a protected-series manager of the protected series;
703713
704714 (E) A foreign protected-series transferee that is not a foreign protected-series transferee of the protected series; and
705715
706716 (F) A transferee of a transferable interest of the company;
707717
708718 (3) Except as otherwise provided in sections 21 and 23 of this act, 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:
709719
710720 (A) An associated member, protected-series transferee or protected-series manager of the foreign protected series;
711721
712722 (B) A member of the company which is not an associated member of the foreign protected series;
713723
714724 (C) A protected-series manager of another foreign protected series of the company;
715725
716726 (D) A protected-series transferee of another foreign protected series of the company;
717727
718728 (E) A manager of the company; or
719729
720730 (F) A transferee of a transferable interest of the company; and
721731
722732 (4) Except as otherwise provided in sections 21 and 23 of this act:
723733
724734 (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: (i) Being or acting as a foreign protected-series manager of the foreign protected series; (ii) having the foreign protected series manage the company; or (iii) owning a protected-series transferable interest of the foreign protected series; and
725735
726736 (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: (i) Being a foreign protected series of the company or having the company or another foreign protected series of the company be or act as a foreign protected-series manager of the foreign protected series; or (ii) managing the company or being or acting as a foreign protected-series manager of another foreign protected series of the company.
727737
728738 Sec. 36. (NEW) (Effective October 1, 2018) 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:
729739
730740 (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; and
731741
732742 (2) The activities and affairs of a foreign protected series are not attributable to the company or another foreign protected series of the company solely by reason of the foreign protected series being a foreign protected series of the company.
733743
734744 Sec. 37. (NEW) (Effective October 1, 2018) (a) Except as otherwise provided in this section and subject to sections 21 and 23 of this act, the law of this state governing the registration 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.
735745
736746 (b) An application by a foreign protected series of a foreign series limited liability company for registration to do business in this state shall include:
737747
738748 (1) The name and jurisdiction of formation of the foreign series limited liability company; and
739749
740750 (2) 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:
741751
742752 (A) Each other foreign protected series of the foreign series limited liability company; and
743753
744754 (B) 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.
745755
746-(c) The name of a foreign protected series applying for registration or registered to do business in this state shall comply with section 10 of this act and may do so using an alternate name adopted pursuant to section 34-275e of the general statutes, if the name complies with section 10 of this act.
756+(c) The name of a foreign protected series applying for registration or registered to do business in this state shall comply with section 10 of this act and may do so using an alternate name adopted pursuant to section 34-274e of the general statutes, if the name complies with section 10 of this act.
747757
748758 (d) The requirement in section 34-275c of the general statutes to amend a foreign registration certificate to update information applies to the information required by subsection (b) of this section.
749759
750760 Sec. 38. (NEW) (Effective October 1, 2018) (a) 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:
751761
752762 (1) A foreign series limited liability company shall disclose to each other party the name and street and mailing address of:
753763
754764 (A) Each foreign protected series of the company; and
755765
756766 (B) Each foreign protected-series manager of and a registered agent for service of process for each foreign protected series of the company; and
757767
758768 (2) 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:
759769
760770 (A) The company and each manager of the company and an agent for service of process for the company; and
761771
762772 (B) 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.
763773
764-(b) 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 a disclosure under subsection (a) of this section is tolled until the tribunal determines whether it has personal jurisdiction.
774+(b) 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 (a) of this section is tolled until the tribunal determines whether it has personal jurisdiction.
765775
766776 (c) If a foreign series limited liability company or foreign protected series does not comply with subsection (a) of this section, a party to the proceeding may:
767777
768778 (1) Request the tribunal to treat the noncompliance as a failure to comply with the tribunal's discovery rules; or
769779
770780 (2) Bring a separate proceeding in the court to enforce subsection (a) of this section.
771781
772782 Sec. 39. (NEW) (Effective October 1, 2018) In applying and construing sections 1 to 42, inclusive, of this uniform act, consideration shall be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.
773783
774784 Sec. 40. (NEW) (Effective October 1, 2018) The provisions of sections 1 to 42, inclusive, of this act modify, limit and supersede the Electronic Signatures in Global and National Commerce Act, 15 USC 7001 et seq., but do not modify, limit or supersede Section 101(c) of said act, 15 USC 7001(c), or authorize electronic delivery of any of the notices described in Section 103(b) of said act, 15 USC 7003(b).
775785
776786 Sec. 41. (NEW) (Effective October 1, 2018) (a) Sections 1 to 42, inclusive, of this act govern only:
777787
778788 (1) A series limited liability company formed, or a protected series established, on or after October 1, 2018; and
779789
780790 (2) A limited liability company that is a series limited liability company before October 1, 2018, and elects, in the manner provided in its operating agreement or by law for amending the operating agreement, to be subject to sections 1 to 42, inclusive, of this act.
781791
782792 (b) If a series limited liability company elects under subdivision (2) of subsection (a) of this section to be subject to sections 1 to 42, inclusive, of this act:
783793
784794 (1) The election applies to each protected series of the company, whenever established; and
785795
786796 (2) A manager of the company has the right to sign and deliver to the Secretary of the State for filing any record necessary to comply with sections 1 to 42, inclusive, of this act, whether the record pertains to the company, a protected series of the company, or both.
787797
788798 (c) On and after October 1, 2018, sections 1 to 42, inclusive, of this act govern all series limited liability companies and protected series.
789799
790800 (d) Prior to October 1, 2019, sections 21 and 23 of this act do not apply to a foreign protected series that was established before October 1, 2018, or a foreign limited liability company that became a foreign series limited liability company before October 1, 2018.
791801
792802 Sec. 42. (NEW) (Effective October 1, 2018) The provisions of sections 1 to 42, inclusive, of this act do not affect an action commenced, proceeding brought or right accrued before October 1, 2018.
793803
794804 Sec. 43. Section 34-243a of the 2018 supplement to the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2018):
795805
796806 As used in sections 34-243 to 34-283d, inclusive, and sections 1 to 42, inclusive, of this act:
797807
798808 (1) "Certificate of organization" means the certificate required by section 34-247, and includes the certificate as amended or restated.
799809
800810 (2) "Connecticut Entity Transactions Act" means chapter 616.
801811
802812 (3) "Contribution", except in the phrase "right of contribution", means property or a benefit described in section 34-255a which is provided by a person to a limited liability company to become a member or in the person's capacity as a member.
803813
804814 (4) "Debtor in bankruptcy" means a person that is the subject of: (A) An order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application; or (B) a comparable order under federal, state or foreign law governing insolvency.
805815
806816 (5) "Disinterested individual" means an individual, including a disinterested member, who, at the time action is to be taken under section 34-271d, does not have (A) a material interest in the outcome of the proceeding, or (B) a material relationship with a person who has such an interest.
807817
808818 (6) "Disinterested member" means a member who, at the time action is to be taken under:
809819
810820 (A) Subsection (b) or (d) of section 34-255g, (i) is not a party to the proceeding, (ii) is not a member who sought approval for a member's conflicting interest transaction under subsection (f) of section 34-255h or a disclaimer of the limited liability company's interest in a business opportunity under subsection (b) of section 34-255h, which approval or disclaimer is challenged in the proceeding, and (iii) does not have a material relationship with a party or member described in clause (i) or (ii) of this subparagraph;
811821
812822 (B) Subsection (f) of section 34-255h, is not a member (i) as to whom the transaction is a member's conflicting interest transaction, or (ii) who has a material relationship with another member as to whom the transaction is a member's conflicting interest transaction; or
813823
814824 (C) Subsection (b) of section 34-255h, would be a disinterested member under subparagraph (B) of this subdivision if the business opportunity were a member's conflicting interest transaction.
815825
816826 (7) "Disinterested person" means a person, including a disinterested member, who, at the time action is to be taken under subparagraph (A) of subdivision (1) of subsection (d) of section 34-243d, does not have (A) a material interest in the outcome of the action, or (B) a material relationship with a person who has such an interest.
817827
818828 (8) "Distribution" means a transfer of money or other property from a limited liability company to a person on account of a transferable interest or in the person's capacity as a member. "Distribution": (A) Includes (i) a redemption or other purchase by a limited liability company of a transferable interest; and (ii) a transfer to a member in return for the member's relinquishment of any right to participate as a member in the management or conduct of the company's activities and affairs or to have access to records or other information concerning the company's activities and affairs; and (B) does not include amounts constituting reasonable compensation for present or past service or payments made in the ordinary course of business under a bona fide retirement plan or other bona fide benefits program.
819829
820830 (9) "Foreign limited liability company" means an unincorporated entity formed under the law of a jurisdiction other than this state which would be a limited liability company if formed under the law of this state.
821831
822832 (10) "Governing jurisdiction" means the jurisdiction whose law governs the internal affairs of an entity.
823833
824834 (11) "Jurisdiction", when used to refer to a political entity, means the United States, a state, a foreign county or a political subdivision of a foreign country.
825835
826836 (12) "Limited liability company", except in the phrase "foreign limited liability company" and when used in sections 34-279 to 34-279i, inclusive, means an entity formed under sections 34-243 to 34-283d, inclusive, or which becomes subject to said sections under the Connecticut Entity Transactions Act, or section 34-243i or 34-279h.
827837
828838 (13) "Majority in interest of the members" means the members owning more than fifty per cent of the transferable interests of the limited liability company, excluding any transferable interests not owned by the members; except that if it is not possible to determine which members own more than fifty per cent of the transferable interests based on the operating agreement of the limited liability company, then majority in interest of the members means the members who would receive more than fifty per cent of the distributions with respect to the dissolution of the limited liability company at the time of the vote if there would be such distributions, or if there would not be such distributions, the "majority in interest of the members" means the members who at the time of the vote contributed more than fifty per cent of the unreturned capital contributions made to the limited liability company since the date of formation of the limited liability company.
829839
830840 (14) "Manager" means a person that, under the operating agreement of a manager-managed limited liability company, is responsible, alone or in concert with others, for performing the management functions set forth in subsection (c) of section 34-255f, regardless of the title used to describe such person.
831841
832842 (15) "Manager-managed limited liability company" means a limited liability company that qualifies under subsection (a) of section 34-255f.
833843
834844 (16) "Material relationship" means a familial, financial, professional or employment relationship that would reasonably be expected to impair the objectivity of the person's judgment when participating in the action to be taken.
835845
836846 (17) "Material interest" means an actual or potential benefit or detriment, other than one which would devolve on the limited liability company or the members generally, that would reasonably be expected to impair the objectivity of the person's judgment when participating in the action to be taken.
837847
838848 (18) "Member" means a person that: (A) Has become a member of a limited liability company under section 34-255 or was a member in a company when the company became subject to sections 34-243 to 34-283d, inclusive, under section 34-243i; and (B) has not dissociated under section 34-263a.
839849
840850 (19) "Member-managed limited liability company" means a limited liability company that is not a manager-managed limited liability company.
841851
842852 (20) "Operating agreement" means the agreement, whether or not referred to as an operating agreement and whether oral, implied, in a record or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning the matters described in subsection (a) of section 34-243d. "Operating agreement" includes the agreement as amended or restated.
843853
844854 (21) "Organizer" means a person that acts under section 34-247 to form a limited liability company.
845855
846856 (22) "Person" means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, foreign limited liability company, cooperative association, limited cooperative association, unincorporated nonprofit association, statutory trust, business trust, common law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency or instrumentality, or any other domestic or foreign legal or commercial entity.
847857
848858 (23) "Principal office" means the principal executive office of a limited liability company or foreign limited liability company, whether or not the office is located in this state.
849859
850860 (24) "Professional service" means any type of service to the public that requires members of a profession rendering such service to obtain a license or other legal authorization as a condition precedent to the rendition thereof, limited to the professional services rendered by dentists, naturopaths, chiropractors, physicians and surgeons, physician assistants, doctors of dentistry, physical therapists, occupational therapists, podiatrists, optometrists, nurses, nurse-midwives, veterinarians, pharmacists, architects, professional engineers, or jointly by architects and professional engineers, landscape architects, real estate brokers, insurance producers, certified public accountants and public accountants, land surveyors, psychologists, attorneys-at-law, licensed marital and family therapists, licensed professional counselors, licensed or certified alcohol and drug counselors and licensed clinical social workers.
851861
852862 (25) "Property" means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein.
853863
854864 (26) "Record", when used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.
855865
856866 (27) "Registered agent" means an agent of a limited liability company or foreign limited liability company which is authorized to receive service of any process, notice, or demand required or permitted by law to be served on the company.
857867
858868 (28) "Registered foreign limited liability company" means a foreign limited liability company that is registered to do business in this state pursuant to a certificate of registration filed by the Secretary of the State.
859869
860870 (29) "Sign" means, with the present intent to authenticate or adopt a record: (A) To execute or adopt a tangible symbol; or (B) to attach to or logically associate with the record an electronic symbol, sound or process.
861871
862872 (30) "State", when used as a noun, means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.
863873
864874 (31) "Transfer" includes: (A) An assignment; (B) a conveyance; (C) a sale; (D) a lease; (E) an encumbrance, including a mortgage or security interest; (F) a gift; and (G) a transfer by operation of law.
865875
866876 (32) "Transferable interest" means the right, as initially owned by a person in the person's capacity as a member, to receive distributions from a limited liability company, whether or not the person remains a member or continues to own any part of the right. "Transferable interest" applies to any fraction of the interest, by whomever owned.
867877
868878 (33) "Transferee" means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a member. "Transferee" includes a person that owns a transferable interest under subdivision (3) of subsection (a) of section 34-263b.
869879
870880 (34) "Two-thirds in interest of the members" means the members owning at least two-thirds of the transferable interests of the limited liability company, excluding any transferable interests not owned by the members; except that if it is not possible to determine which members own at least two-thirds of the transferable interests based on the operating agreement of the limited liability company, two-thirds in interest of the members means the members who would receive at least two-thirds of the distributions with respect to the dissolution of the limited liability company at the time of the vote if there would be such distributions, or if there would not be such distributions, two-thirds in interest of the members means the members who at the time of the vote contributed at least two-thirds of the unreturned capital contributions made to the limited liability company since the date of formation of the limited liability company.
871881
872882 Sec. 44. Section 34-600 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2018):
873883
874884 As used in this chapter and sections 1 to 42, inclusive, of this act:
875885
876886 (1) "Acquired entity" means the entity, all of one or more classes or series of interests of which are acquired in an interest exchange.
877887
878888 (2) "Acquiring entity" means the entity that acquires all of one or more classes or series of interests of the acquired entity in an interest exchange.
879889
880890 (3) "Approve" means, in the case of an entity, for its governors and interest holders to take whatever steps are necessary under its organic rules, organic law and other law to (A) propose a transaction subject to this chapter; (B) adopt and approve the terms and conditions of the transaction; and (C) conduct any required proceedings or otherwise obtain any required votes or consents of the governors or interest holders.
881891
882892 (4) "Business corporation" means a corporation whose internal affairs are governed by chapter 601 or a professional service corporation governed by chapter 594a.
883893
884894 (5) "Conversion" means a transaction authorized by part IV of this chapter.
885895
886896 (6) "Converted entity" means the converting entity as it continues in existence after a conversion.
887897
888898 (7) "Converting entity" means the domestic entity that approves a plan of conversion pursuant to section 34-633 or the foreign entity that approves a conversion pursuant to the law of its jurisdiction of organization.
889899
890900 (8) "Domestic entity", unless the context otherwise requires, means an entity whose internal affairs are governed by the law of this state.
891901
892902 (9) "Domesticated entity" means the domesticating entity as it continues in existence after a domestication.
893903
894904 (10) "Domesticating entity" means the domestic entity that approves a plan of domestication pursuant to section 34-643 or the foreign entity that approves a domestication pursuant to the law of its jurisdiction of organization.
895905
896906 (11) "Domestication" means a transaction authorized by part V of this chapter.
897907
898908 (12) "Entity", unless the context otherwise requires, means (A) a business corporation; (B) a nonprofit corporation; (C) a general partnership, including a limited liability partnership; (D) a limited partnership, including a limited liability limited partnership; (E) a limited liability company; (F) a business trust or statutory trust entity; (G) an unincorporated nonprofit association; (H) a cooperative; or (I) any other person who has a separate legal existence or the power to acquire an interest in real property in his or her own name other than (i) an individual; (ii) a testamentary, inter vivos or charitable trust, with the exception of a business trust, statutory trust entity or similar trust; (iii) an association or relationship that is not a partnership solely by reason of the law of any other jurisdiction; (iv) a decedent's estate; or (v) a government, a governmental subdivision, agency or instrumentality, or a quasi-governmental instrumentality.
899909
900910 (13) "Filing entity" means an entity that is created by the filing of a public organic document.
901911
902912 (14) "Foreign entity" means an entity other than a domestic entity.
903913
904914 (15) "Governance interest" means the right under the organic law or organic rules of an entity, other than as a governor, agent, assignee or proxy, to (A) receive or demand access to information concerning, or the books and records of, the entity; (B) vote for the election of the governors of the entity; or (C) receive notice of or vote on any or all issues involving the internal affairs of the entity.
905915
906916 (16) "Governor" means a person by or under whose authority the powers of an entity are exercised and under whose direction the business and affairs of the entity are managed pursuant to the organic law and organic rules of the entity.
907917
908918 (17) "Interest", unless the context otherwise requires, means (A) a governance interest in an unincorporated entity; (B) a transferable interest in an unincorporated entity; or (C) a share or membership in a corporation.
909919
910920 (18) "Interest exchange" means a transaction authorized by part III of this chapter.
911921
912922 (19) "Interest holder" means a direct holder of an interest.
913923
914924 (20) "Interest holder liability" means (A) personal liability for a liability of an entity that is imposed on a person (i) solely by reason of the status of the person as an interest holder, or (ii) by the organic rules of the entity pursuant to a provision of the organic law authorizing the organic rules to make one or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified liabilities of the entity; or (B) an obligation of an interest holder under the organic rules of an entity to contribute to the entity.
915925
916926 (21) "Jurisdiction of organization" of an entity means the jurisdiction under which the law includes the organic law of the entity.
917927
918928 (22) "Liability" means a debt, obligation or any other liability arising in any manner, regardless of whether it is secured or contingent.
919929
920930 (23) "Merger" means a transaction in which two or more merging entities are combined into a surviving entity pursuant to a filing with the Secretary of the State.
921931
922932 (24) "Merging entity" means an entity that is a party to a merger and exists immediately before the merger becomes effective.
923933
924934 (25) "Nonprofit corporation" means a corporation whose internal affairs are governed by chapter 602.
925935
926936 (26) "Organic law" means the section of the general statutes, if any, other than this section and sections 34-601 to 34-646, inclusive, governing the internal affairs of an entity.
927937
928938 (27) "Organic rules" means the public organic document and private organic rules of an entity.
929939
930940 (28) "Person" means an individual, corporation, estate, trust, partnership, limited liability company, business or similar trust, association, joint venture, public corporation, government or governmental subdivision, agency or instrumentality, or any other legal or commercial entity.
931941
932942 (29) "Plan" means a plan of merger, interest exchange, conversion or domestication.
933943
934944 (30) "Private organic rules" means the rules, whether or not in a record, that govern the internal affairs of an entity, are binding on all of its interest holders and are not part of its public organic document, if any.
935945
936946 (31) "Protected agreement" means (A) a record evidencing indebtedness and any related agreement in effect on or after January 1, 2014; (B) an agreement that is binding on an entity on or after January 1, 2014; (C) the organic rules of an entity in effect on or after January 1, 2014; or (D) an agreement that is binding on any of the governors or interest holders of an entity on or after January 1, 2014.
937947
938948 (32) "Public organic document" means the public record, the filing of which creates an entity and any amendment to or restatement of such record.
939949
940950 (33) "Qualified foreign entity" means a foreign entity that is authorized to transact business in this state pursuant to a filing with the Secretary of the State.
941951
942952 (34) "Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.
943953
944954 (35) "Sign" or "signature" includes any manual, facsimile, conformed or electronic signature.
945955
946956 (36) "Surviving entity" means the entity that continues in existence after a merger or that is created by a merger.
947957
948958 (37) "Transferable interest" means the right under an entity's organic law to receive distributions from the entity.
949959
950960 (38) "Type", with regard to an entity, means a generic form of entity (A) recognized at common law, or (B) organized under an organic law, whether or not an entity organized under such organic law is subject to the provisions of such organic law creating different categories of the form of entity.
951961
952962 Sec. 45. Section 34-275 of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2018):
953963
954964 (a) The law of the governing jurisdiction of a foreign limited liability company governs: (1) The internal affairs of the company; (2) subject to sections 21 and 23 of this act, the liability of a member as member and a manager as manager for a debt, obligation or other liability of the company; and (3) subject to sections 21 and 23 of this act, the liability of a series of the company.
955965
956966 (b) A foreign limited liability company is not precluded from registering to transact business in this state because of any difference between the law of the governing jurisdiction and the law of this state.
957967
958968 (c) Registration of a foreign limited liability company to transact business in this state does not authorize the foreign company to engage in any activities or affairs or exercise any power in this state that a limited liability company may not engage in or exercise in this state.
959969
960970
961971
962972
963973 This act shall take effect as follows and shall amend the following sections:
964974 Section 1 October 1, 2018 New section
965975 Sec. 2 October 1, 2018 New section
966976 Sec. 3 October 1, 2018 New section
967977 Sec. 4 October 1, 2018 New section
968978 Sec. 5 October 1, 2018 New section
969979 Sec. 6 October 1, 2018 New section
970980 Sec. 7 October 1, 2018 New section
971981 Sec. 8 October 1, 2018 New section
972982 Sec. 9 October 1, 2018 New section
973983 Sec. 10 October 1, 2018 New section
974984 Sec. 11 October 1, 2018 New section
975985 Sec. 12 October 1, 2018 New section
976986 Sec. 13 October 1, 2018 New section
977987 Sec. 14 October 1, 2018 New section
978988 Sec. 15 October 1, 2018 New section
979989 Sec. 16 October 1, 2018 New section
980990 Sec. 17 October 1, 2018 New section
981991 Sec. 18 October 1, 2018 New section
982992 Sec. 19 October 1, 2018 New section
983993 Sec. 20 October 1, 2018 New section
984994 Sec. 21 October 1, 2018 New section
985995 Sec. 22 October 1, 2018 New section
986996 Sec. 23 October 1, 2018 New section
987997 Sec. 24 October 1, 2018 New section
988998 Sec. 25 October 1, 2018 New section
989999 Sec. 26 October 1, 2018 New section
9901000 Sec. 27 October 1, 2018 New section
9911001 Sec. 28 October 1, 2018 New section
9921002 Sec. 29 October 1, 2018 New section
9931003 Sec. 30 October 1, 2018 New section
9941004 Sec. 31 October 1, 2018 New section
9951005 Sec. 32 October 1, 2018 New section
9961006 Sec. 33 October 1, 2018 New section
9971007 Sec. 34 October 1, 2018 New section
9981008 Sec. 35 October 1, 2018 New section
9991009 Sec. 36 October 1, 2018 New section
10001010 Sec. 37 October 1, 2018 New section
10011011 Sec. 38 October 1, 2018 New section
10021012 Sec. 39 October 1, 2018 New section
10031013 Sec. 40 October 1, 2018 New section
10041014 Sec. 41 October 1, 2018 New section
10051015 Sec. 42 October 1, 2018 New section
10061016 Sec. 43 October 1, 2018 34-243a
10071017 Sec. 44 October 1, 2018 34-600
10081018 Sec. 45 October 1, 2018 34-275
10091019
10101020 This act shall take effect as follows and shall amend the following sections:
10111021
10121022 Section 1
10131023
10141024 October 1, 2018
10151025
10161026 New section
10171027
10181028 Sec. 2
10191029
10201030 October 1, 2018
10211031
10221032 New section
10231033
10241034 Sec. 3
10251035
10261036 October 1, 2018
10271037
10281038 New section
10291039
10301040 Sec. 4
10311041
10321042 October 1, 2018
10331043
10341044 New section
10351045
10361046 Sec. 5
10371047
10381048 October 1, 2018
10391049
10401050 New section
10411051
10421052 Sec. 6
10431053
10441054 October 1, 2018
10451055
10461056 New section
10471057
10481058 Sec. 7
10491059
10501060 October 1, 2018
10511061
10521062 New section
10531063
10541064 Sec. 8
10551065
10561066 October 1, 2018
10571067
10581068 New section
10591069
10601070 Sec. 9
10611071
10621072 October 1, 2018
10631073
10641074 New section
10651075
10661076 Sec. 10
10671077
10681078 October 1, 2018
10691079
10701080 New section
10711081
10721082 Sec. 11
10731083
10741084 October 1, 2018
10751085
10761086 New section
10771087
10781088 Sec. 12
10791089
10801090 October 1, 2018
10811091
10821092 New section
10831093
10841094 Sec. 13
10851095
10861096 October 1, 2018
10871097
10881098 New section
10891099
10901100 Sec. 14
10911101
10921102 October 1, 2018
10931103
10941104 New section
10951105
10961106 Sec. 15
10971107
10981108 October 1, 2018
10991109
11001110 New section
11011111
11021112 Sec. 16
11031113
11041114 October 1, 2018
11051115
11061116 New section
11071117
11081118 Sec. 17
11091119
11101120 October 1, 2018
11111121
11121122 New section
11131123
11141124 Sec. 18
11151125
11161126 October 1, 2018
11171127
11181128 New section
11191129
11201130 Sec. 19
11211131
11221132 October 1, 2018
11231133
11241134 New section
11251135
11261136 Sec. 20
11271137
11281138 October 1, 2018
11291139
11301140 New section
11311141
11321142 Sec. 21
11331143
11341144 October 1, 2018
11351145
11361146 New section
11371147
11381148 Sec. 22
11391149
11401150 October 1, 2018
11411151
11421152 New section
11431153
11441154 Sec. 23
11451155
11461156 October 1, 2018
11471157
11481158 New section
11491159
11501160 Sec. 24
11511161
11521162 October 1, 2018
11531163
11541164 New section
11551165
11561166 Sec. 25
11571167
11581168 October 1, 2018
11591169
11601170 New section
11611171
11621172 Sec. 26
11631173
11641174 October 1, 2018
11651175
11661176 New section
11671177
11681178 Sec. 27
11691179
11701180 October 1, 2018
11711181
11721182 New section
11731183
11741184 Sec. 28
11751185
11761186 October 1, 2018
11771187
11781188 New section
11791189
11801190 Sec. 29
11811191
11821192 October 1, 2018
11831193
11841194 New section
11851195
11861196 Sec. 30
11871197
11881198 October 1, 2018
11891199
11901200 New section
11911201
11921202 Sec. 31
11931203
11941204 October 1, 2018
11951205
11961206 New section
11971207
11981208 Sec. 32
11991209
12001210 October 1, 2018
12011211
12021212 New section
12031213
12041214 Sec. 33
12051215
12061216 October 1, 2018
12071217
12081218 New section
12091219
12101220 Sec. 34
12111221
12121222 October 1, 2018
12131223
12141224 New section
12151225
12161226 Sec. 35
12171227
12181228 October 1, 2018
12191229
12201230 New section
12211231
12221232 Sec. 36
12231233
12241234 October 1, 2018
12251235
12261236 New section
12271237
12281238 Sec. 37
12291239
12301240 October 1, 2018
12311241
12321242 New section
12331243
12341244 Sec. 38
12351245
12361246 October 1, 2018
12371247
12381248 New section
12391249
12401250 Sec. 39
12411251
12421252 October 1, 2018
12431253
12441254 New section
12451255
12461256 Sec. 40
12471257
12481258 October 1, 2018
12491259
12501260 New section
12511261
12521262 Sec. 41
12531263
12541264 October 1, 2018
12551265
12561266 New section
12571267
12581268 Sec. 42
12591269
12601270 October 1, 2018
12611271
12621272 New section
12631273
12641274 Sec. 43
12651275
12661276 October 1, 2018
12671277
12681278 34-243a
12691279
12701280 Sec. 44
12711281
12721282 October 1, 2018
12731283
12741284 34-600
12751285
12761286 Sec. 45
12771287
12781288 October 1, 2018
12791289
12801290 34-275
12811291
1282-Statement of Legislative Commissioners:
1292+Statement of Purpose:
12831293
1284-In Sections 23(e)(2), 27 and 37(c), section references were corrected or added for accuracy.
1294+To adopt the Uniform Protected Series Act.
12851295
1286-
1287-
1288-JUD Joint Favorable Subst. -LCO
1289-
1290-JUD
1291-
1292-Joint Favorable Subst. -LCO
1296+[Proposed deletions are enclosed in brackets. Proposed additions are indicated by underline, except that when the entire text of a bill or resolution or a section of a bill or resolution is new, it is not underlined.]