Statute 21 535

21-535. 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; 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 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

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 sections 21-521 and 21-523, 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 sections 21-521 and 21-523:(A) the

n 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 sections 21-521 and 21-523:(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

tected 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.Source Laws 2018, LB1121, § 36.