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Section 803 Transitional Provisions Protected Series LLCs UPSA

PROTS_Misc PROTS UPSA Section803TransitionalProvisionsUniformProtectedSeriesActUPSA



SECTION 803. TRANSITIONAL PROVISIONS.

(a) Before [all-inclusive date], this ACT governs only:

(1) a series limited liability company formed, or a protected series established, on or after [the effective date of this ACT]; and
(2) a limited liability company that is a series limited liability company before [the effective date of this ACT] and elects, in the manner provided in its operating agreement or by law for amending the operating agreement, to be subject to this ACT.

(b) If a series limited liability company elects under subsection (a)(2) to be subject to this ACT:

(1) the election applies to each protected series of the company, whenever established; and
(2) a manager of the company has the right to sign and deliver to the {Secretary of State} for filing any record necessary to comply with this ACT, whether the record pertains to the company, a protected series of the company, or both.

(c) On and after [all-inclusive date], this ACT governs all series limited liability companies and protected series.

{(d) Until [one year after the effective date of this ACT, Sections 402 and 404 do not apply to a foreign protected series that was established before [the effective date of this ACT or a foreign limited liability company that became a foreign series limited liability company before [the effective date of this ACT}

Legislative Note: "All-inclusive date" means the date on which the act begins to govern all series limited liability companies and protected series, including those in existence before the act's effective date.


Reporter's Comment to Subsection (d)

At first glance, subsection (d) may seem anomalous. As a general proposition, statutory changes applicable to foreign business organizations take effect when the relevant enactment takes effect – i.e., no delayed effective date. Typically, however, such changes establish or modify rules to which an organization cannot respond proactively; most often the changes involve formalities. In contrast, as applied to foreign series limited liability companies and foreign protected series, Sections 402 and 404 are decidedly atypical; they impose important substantive requirements that necessitate a proactive response. Making Sections 402 and 404 immediately applicable to foreign series limited liability companies and foreign protected series might be seen as unfair if this act takes effect immediately in an enacting state that has previously countenanced foreign series limited liability companies and foreign protected series under far less demanding rules.





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