Delaware Harmonizes Alternative Entity Series and UCC Article 9
Delaware statutory trusts, limited liability companies, and limited partnerships (collectively, “Alternative Entities”) can form separate series of assets that, if certain statutory requirements are met, cannot be reached by creditors of the entity as a whole or of any other series. Many practitioners and commentators have been concerned that such series may not fall under the UCC’s definition of “person” and thus may not be “debtors” for purposes of Article 9 of the UCC. This article reviews the series provisions in the acts governing Delaware Alternative Entities and provides a framework for analyzing questions regarding the perfection of security interests in the assets of a series.
