{"data":{"id":"us-ne/neb.-rev.-stat.-21-535","jurisdiction":"us-ne","citation":"Neb. Rev. Stat. § 21-535","heading":"Neb. Rev. Stat. § 21-535","body":"The law of the jurisdiction of formation of a foreign series limited liability company governs:\n\n(1) the internal affairs of a foreign protected series of the company, including:\n\n(A) relations among any associated members of the foreign protected series;\n\n(B) relations between the foreign protected series and:\n\n(i) any associated member;\n\n(ii) the protected-series manager; or\n\n(iii) any protected-series transferee;\n\n(C) relations between any associated member and:\n\n(i) the protected-series manager; or\n\n(ii) any protected-series transferee;\n\n(D) the rights and duties of a protected-series manager;\n\n(E) governance decisions affecting the activities and affairs of the foreign protected series and the conduct of those activities and affairs; and\n\n(F) procedures and conditions for becoming an associated member or protected-series transferee;\n\n(2) relations between the foreign protected series and:\n\n(A) the company;\n\n(B) another foreign protected series of the company;\n\n(C) a member of the company which is not an associated member of the foreign protected series;\n\n(D) a foreign protected-series manager that is not a protected-series manager of the protected series;\n\n(E) a foreign protected-series transferee that is not a foreign protected-series transferee of the protected series; and\n\n(F) a transferee of a transferable interest of the company;\n\n(3) except as otherwise provided in sections 21-521 and 21-523 , the liability of a person for a debt, obligation, or other liability of a foreign protected series of a foreign series limited liability company if the debt, obligation, or liability is asserted solely by reason of the person being or acting as:\n\n(A) an associated member, protected-series transferee, or protected-series manager of the foreign protected series;\n\n(B) a member of the company which is not an associated member of the foreign protected series;\n\n(C) a protected-series manager of another foreign protected series of the company;\n\n(D) a protected-series transferee of another foreign protected series of the company;\n\n(E) a manager of the company; or\n\n(F) a transferee of a transferable interest of the company; and\n\n(4) except as otherwise provided in sections 21-521 and 21-523 :\n\n(A) the liability of the foreign series limited liability company for a debt, obligation, or other liability of a foreign protected series of the company if the debt, obligation, or liability is asserted solely by reason of the foreign protected series being a foreign protected series of the company or the company:\n\n(i) being or acting as a foreign protected-series manager of the foreign protected series;\n\n(ii) having the foreign protected series manage the company; or\n\n(iii) owning a protected-series transferable interest of the foreign protected series; and\n\n(B) the liability of a foreign protected series for a debt, obligation, or other liability of the company or another foreign protected series of the company if the debt, obligation, or liability is asserted solely by reason of the foreign protected series:\n\n(i) being a foreign protected series of the company or having the company or another foreign protected series of the company be or act as foreign protected-series manager of the foreign protected series; or\n\n(ii) managing the company or being or acting as a foreign protected-series manager of another foreign protected series of the company.","path":["NE Code","Chapter 21"],"source_url":"https://nebraskalegislature.gov/laws/statutes.php?statute=21-535","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:21Z","sha256":"313fa0821c469b84a28912590a5c2aad16abd303db8d7d8473d9dff3102e3e39","source_id":"us-ne","stale":false,"prev":"us-ne/neb.-rev.-stat.-21-534","next":"us-ne/neb.-rev.-stat.-21-536"},"notice":"GroundRules: Original legal text. Not legal advice."}