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 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 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 company or a manager of the company; or

(B) the company owning a protected-series transferable interest of the protected series.

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