Series Separateness Clause Samples
The Series Separateness clause establishes that each series within a series LLC is treated as a distinct legal entity, separate from other series and the parent company. In practice, this means that the assets, liabilities, and obligations of one series are isolated from those of another, so creditors of one series cannot pursue the assets of a different series. This clause is essential for protecting each series from the financial risks and liabilities of others, thereby allowing for risk compartmentalization and operational flexibility within a single legal structure.
Series Separateness. (i) The assets of each Series shall inure only to the benefit of that Series and its Series Members and not to the benefit of the Company or any other Series. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing from time to time with respect to a particular Series shall be enforceable against the assets of such Series only, and not against the assets of any other Series or of the Company generally, and none of the debts, liabilities, obligations and expenses incurred, contracted for, or otherwise existing with respect to the Company generally, or any other Series, shall be enforceable against the assets of such Series.
(ii) A Series Member may be a member of more than one Series. No Series Member shall have the right to vote on any matter pertaining to a particular Series, or any matter pertaining to the Company generally.
(iii) The records maintained for each Series shall account for the assets associated with such Series separately from the other assets of the Company, or any other Series, and assets associated with a Series may be held, directly or indirectly, including in the name of the Series, in the name of the Company, the Manager (subject to Article IV) through a nominee or otherwise. Records maintained for a Series that reasonably identify its assets, including by specific listing, category, type, quantity, computational or allocational formula or procedure (including a percentage or share of any asset or assets) or by any other method where the identity of the assets is objectively determinable, shall be deemed to account for the assets associated with the Series separately from the other assets of the Company or any other Series. No assets of one Series may be commingled with the assets of any other Series or the assets, if any, of the Company, generally. The Certificate of Formation, as filed, contains a notice of the limitation of liabilities of the Series in conformity with Section 18-21 of the Act.
(iv) The Manager shall maintain a list of the Series’ Series Members and the Series Shares held by such Series Member.
Series Separateness. (1) Each Series will have:
Series Separateness. (i) Each Series will have (A) separate rights, powers, duties and management from each other Series, and (B) exclusive rights with respect to the property, obligations, profits, and losses associated with the Series and all proceeds derived therefrom. A Person may be admitted as a Member of the Company associated with more than one Series.
(ii) No debt, liability, obligation or expense of a Series will be a debt, liability, obligation or expense of any other Series. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a Series will be enforceable against the assets of the Series only and not against any other assets of the Company generally or any other Series, and none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Company generally, or any other Series will be enforceable against the assets of the Series. The records maintained for each Series will account for the assets associated with the series separately from the other assets of the Company, or any other Series, and assets associated with a Series may be held, directly or indirectly, including in the name of the Series, in the name of the Company, the Managers (subject to Section 4.5(b)) through a nominee or otherwise. Notwithstanding the foregoing, any assets or liabilities of the Company used by (or in connection with the activities of) more than one Series will be allocated to each Series by the Managers in accordance with GAAP. Records maintained for a Series that reasonably identify its assets, including by specific listing, category, type, quantity, computational or allocational formula or procedure (including a percentage or share of any asset or assets) or by any other method where the identity of the assets is objectively determinable, will be deemed to account for the assets associated with the Series separately from the other assets of the Company or any other Series. No assets of one Series may be commingled with the assets of any other Series or the assets, if any, of the Company, generally. The Certificate of Formation must contain a notice of the limitation of liabilities of the Series in conformity with Section 18-215 of the Act.
(iii) Schedule A attached to the Separate Series Operating Agreement of each Series will be updated from time to time as is necessary to accurately reflect the information contained therein, including, without limitation, the admi...