Statute 21 505

21-505. 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

r 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

t, 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 subsection (b) of section 21-509 a protected-series designation pertaining to the protected series or under subsection (d) of section 21-509 or subsection (c) of section 21-510 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

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.Source Laws 2018, LB1121, § 6.