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 7 - FOREIGN PROTECTED SERIES (§§ 4-37-701 — 4-37-704) › Section 4-37-701 - Governing law

The law of the jurisdiction of formation of a foreign series limited liability company governs:
(1)
the internal affairs of a foreign protected series of the company, including:
(A)
relations among any associated members of the foreign protected series;
(B)
relations between the foreign 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:
(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 foreign 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)
relations between the foreign protected series and:
(A)
the company;
(B)
another foreign protected series of the company;
(C)
a member of the company which is not an associated member of the foreign protected series;
(D)
a foreign protected-series manager that is not a protected-series manager of the protected series;
(E)
a foreign protected-series transferee that is not a foreign protected-series transferee of the protected series; and
(F)
a transferee of a transferable interest of the company;
(3)
except as otherwise provided in §
4-37-402
and §
4-37-404
, 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:
(A)
an associated member, protected-series transferee, or protected-series manager of the foreign protected series;
(B)
a member of the company which is not an associated member of the foreign protected series;
(C)
a protected-series manager of another foreign protected series of the company;
(D)
a protected-series transferee of another foreign protected series of the company;
(E)
a manager of the company; or
(F)
a transferee of a transferable interest of the company; and
(4)
except as otherwise provided in §
4-37-402
and §
4-37-404
:
(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
(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 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.
Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.