SB 504 — LLC ACT-SERIES LLC

SB0504 EngrossedEnrolled LRB094 05337 RXD 35381 b AN ACT concerning business.

(b) Notwithstanding anything to the contrary set forth in this Section or under other applicable law, in the event that an operating agreement creates one or more series, and if separate and distinct records are maintained for any such series and the assets associated with any such series are held (directly or indirectly, including through a nominee or otherwise) and accounted for separately from the other assets of the limited liability company, or any other series thereof, and if the operating agreement so provides, and notice of the limitation on liabilities of a series as referenced in this subsection is set forth in the articles of organization of the limited liability company and if the limited liability company has filed a certificate of designation for each series which is to have limited liability under this Section, then the debts, liabilities and obligations incurred, contracted for or SB0504 EngrossedEnrolled - 2 - LRB094 05337 RXD 35381 b otherwise existing with respect to a particular series shall be enforceable against the assets of such series only, and not against the assets of the limited liability company generally or any other series thereof, and unless otherwise provided in the operating agreement, none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the limited liability company generally or any other series thereof shall be enforceable against the assets of such series.

(d) Upon the filing of the certificate of designation with the Secretary of State setting forth the name of each series with limited liability, the series’ existence shall begin, and each of the duplicate copies stamped "Filed" and marked with SB0504 EngrossedEnrolled - 3 - LRB094 05337 RXD 35381 b the filing date shall be conclusive evidence, except as against the State, that all conditions precedent required to be performed have been complied with and that the series has been or shall be, on a later date if so specified in the articles of organization or certificate of designation, legally organized and formed under this Act.

(g) An operating agreement may provide for classes or groups of members or managers associated with a series having such relative rights, powers and duties as the operating agreement may provide, and may make provision for the future creation of additional classes or groups of members or managers SB0504 EngrossedEnrolled - 4 - LRB094 05337 RXD 35381 b associated with the series having such relative rights, powers and duties as may from time to time be established, including rights, powers and duties senior to existing classes and groups of members or managers associated with the series.

(l) Except as otherwise provided in an operating agreement, any event under this Act or an operating agreement that causes a member to cease to be associated with a series shall not, in itself, cause such member to cease to be associated with any other series or terminate the continued membership of a member in the limited liability company or cause the termination of the series, regardless of whether such member was the last SB0504 EngrossedEnrolled - 5 - LRB094 05337 RXD 35381 b remaining member associated with such series.

Unless otherwise SB0504 EngrossedEnrolled - 6 - LRB094 05337 RXD 35381 b provided in the operating agreement, the debts, liabilities and obligations incurred, contracted for or otherwise existing with respect to a particular series of such a foreign limited liability company shall be enforceable against the assets of such series only, and not against the assets of the foreign limited liability company generally or any other series thereof and none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to such a foreign limited liability company generally or any other series thereof shall be enforceable against the assets of such series.

(B) For the purpose of changing the registered SB0504 EngrossedEnrolled - 7 - LRB094 05337 RXD 35381 b agent name or registered office, or both, $35.

SB0504 EngrossedEnrolled - 8 - LRB094 05337 RXD 35381 b (17) Filing any other document, $100.