In 1996, Delaware was the first state to adopt a series limited liability company statute. Since then, 12 additional states, the District of Columbia and Puerto Rico have as well. 1
Each of these 15 jurisdictions has its own unique series LLC statute. The lack of uniformity across these jurisdictions–including the growing popularity and use of the series LLC form–prompted the Uniform Law Commission (“ULC“) to form a Committee to draft proposed legislation for a uniform series LLC statute. 2
Since April 14, 2013, the ULC’s Protected Series Act Committee met, discussed, debated, drafted, and revised what is now known as the Uniform Protected Series Act (“UPSA“). 3 The Final Draft of the UPSA is scheduled for its final reading at the July 14-20, 2017 ULC meeting in San Diego, California.
- Introduction to the 2017 Annual Meeting Reading of the UPSA (link)
- Final Draft of the Uniform Protected Series Act (link)
- Agenda for the July 14-20, 2017, Annual Meeting (link)
Over the next several posts, I will examine the UPSA, compare it to the existing series LLC statute in Texas, and discuss whether I believe Texas should adopt the USPA–in whole or in part–during the 86th Legislative Session in 2019.
- The 12 states with a series LLC statute are: Alabama, Delaware, Illinois, Indiana, Iowa, Kansas, Missouri, Montana, Oklahoma, Tennessee, Texas and Utah. ↩
- In 1892, the ULC was formed as a non-profit, non-partisan organization with the aim of drafting legislation aimed at bringing “clarity and stability to critical areas of state statutory law.” ↩
- The UPSA was previously known as the “Limited Liability Company Protected Series Act” and the very awkward “Series of Unincorporated Business Entities Act.” ↩