Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 37 - UNIFORM PROTECTED SERIES ACT (§§ 4-37-101 — 4-37-805) › Subchapter 1 - GENERAL PROVISIONS (§§ 4-37-101 — 4-37-108) › Section 4-37-105 - Governing law

The law of this state governs:
(1)
the internal affairs of a protected series of a series limited liability company, including:
(A)
relations among any associated members of the protected series;
(B)
relations among the protected series and:
(i)
any associated member;
(ii)
the protected-series manager; or
(iii)
any protected-series transferee;
(C)
relations between any associated member and:
(i)
the protected-series manager: or
(ii)
any protected-series transferee;
(D)
the rights and duties of a protected-series manager;
(E)
governance decisions affecting the activities and affairs of the protected series and the conduct of those activities and affairs; and
(F)
procedures and conditions for becoming an associated member or protected-series transferee;
(2)
the relations between a protected series of a series limited liability company and each of the following:
(A)
the company;
(B)
another protected series of the company;
(C)
a member of the company which is not an associated member of the protected series;
(D)
a protected-series manager that is not a protected-series manager of the protected series; and
(E)
a protected-series transferee that is not a protected-series transferee of the protected series;
(3)
the liability of a person for a debt, obligation, or other liability of a protected series of a series limited liability company if the debt, obligation, or liability is asserted solely by reason of the person being or acting as:
(A)
an associated member, protected-series transferee, or protected-series manager of the protected series;
(B)
a member of the company which is not an associated member of the protected series;
(C)
a protected-series manager that is not a protected-series manager of the protected series;
(D)
a protected-series transferee that is not a protected-series transferee of the protected series;
(E)
a manager of the company; or
(F)
a transferee of a transferable interest of the company;
(4)
the liability of a series limited liability company for a debt, obligation, or other liability of a protected series of the company if the debt, obligation, or liability is asserted solely by reason of the company:
(A)
having delivered to the Secretary of State for filing under §
4-37-201(b)
a protected series designation pertaining to the protected series or under §
4-37-201(d)
or §
4-37-202(c)
a statement of designation change pertaining to the protected series;
(B)
being or acting as a protected-series manager of the protected series;
(C)
having the protected series be or act as a manager of the company; or
(D)
owning a protected-series transferable interest of the protected series; and
(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:
(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
(B)
the company owning a protected-series transferable interest of the protected series.
Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.