Colin Meenk

Document Type

Case Summary

Publication Date

9-10-2023

Case Synopsis

The Ninth Circuit certified the following question to the Court:

Under Nevada law, must a series LLC created pursuant to Nev. Rev. Stat. Section 86.296 be sued in its own name for a court to obtain jurisdiction over it, or may the master LLC under which the series is created be sued instead?

In 2005, the legislature amended NRS 86.296 to allow for the creation of Series LLCs. NRS 86.2962(2) “provides a list of optional, but not mandatory, attributes for a Series LLC.” The statutory language of NRS 86.292(2) further provides that series LLCs “may” sue or be sued in their own names. However, this Court finds that “the plain language of NRS 86.296(2) does not allow a party to sue a master LLC in lieu of a series LLC,” and answers the certified question as follows: “A series LLC created pursuant to NRS 86.292 must be sued in its own name for the court to obtain jurisdiction over it, provided the series LLC has observed the corporate formalities provided for in NRS 86.292(3).”

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