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The Internal Affairs Doctrine and Limited Liability of Individual Series within a Series LLC

Business Entities, May/June 2015, Volume 17, Number 3

8 Pages Posted: 2 Jun 2015  

Thomas E. Rutledge

Stoll Keenon Ogden PLLC

Date Written: June 1, 2015

Abstract

Several states have enacted statues, most commonly in LLC acts, providing that an organization may be organized with separate "series." Assuming that several requirements are satisfied, under such statutes each series has limited liability from the debts and obligations of other series and those of the series organization. In effect, by private ordering, the series organization is able to segregate certain of what would otherwise be its assets and liabilities in series, thereby both (1) restricting the creditors of any series to the property associated with the series and (2) protecting the assets of the series organization and the assets associated with each other series from the claims of a creditor vis-a-vis any other series.

Suggested Citation

Rutledge, Thomas E., The Internal Affairs Doctrine and Limited Liability of Individual Series within a Series LLC (June 1, 2015). Business Entities, May/June 2015, Volume 17, Number 3. Available at SSRN: https://ssrn.com/abstract=2613023

Thomas E. Rutledge (Contact Author)

Stoll Keenon Ogden PLLC ( email )

2000 PNC Plaza
500 West Jefferson Street
Louisville, KY 40202-2828
United States

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