Voidable Transactions

 - previously known as -

Fraudulent Transfers

Caution state law variances!

"Organization" and "Person" Defined

What is an "Organization"?

§ 1(10) “Organization” means a person other than an individual.

Reporter's Comment 10. The definition of “organization” is derived from Uniform Commercial Code § 1 201(b)(25) (2014).


JayNote: The term "person" in § 1(10) is defined in § 1(11) below. The term "organization" has its own definition to accommodate the requirements of the Dark Lords who delve in the arcane nuances of the Uniform Commercial Code.

What is a "Person"?

§ 1(11) “Person” means an individual, estate, partnership, association, trust, business or nonprofit entity, public corporation, government or governmental subdivision, agency, or instrumentality, or other legal or commercial entity.

Reporter's Comment: 11. The definition of “person” is derived from the standard definition of that term used in acts prepared by the Uniform Law Commission as of 2014. Section 11 renders a “protected series” of a “series organization” a “person” for purposes of this Act, even though the “protected series” may not qualify as a “person” under paragraph (11) of this section.


2016 Technical Correction: 11. The definition of “person” is derived from the standard definition of that term used in acts prepared by the Uniform Law Commission as of 2014. Section 11 renders a “protected series” of a “series organization” a “person” for purposes of this Act, even though the “protected series” may not qualify as a “person” under paragraph (11) of this section.


JayNote: Having served on the Drafting Committees for both Uniform Voidable Transactions Act and the (proposed as of this writing) Uniform Limited Liability Company Protected Series Act, nobody really knew what the hell "person" meant or was supposed to mean as applied to Series LLCs, but this sounded good to everybody involved and so it was included gratis. I don't mean this statement wholly tongue-in-cheek. Certainly, it was not anything like a blessing by the UVTA Committee for the hoped-for interpretation of "person" by the ULLCPSA Committee, and thus should be taken with a rather large grain of salt. Long after this definition as applied to Series LLC was adopted by the UVTA Committee, the ULLCPSA Committee itself continued to struggle mightily with the entire concept.


C O M M O N      P A G E      F O O T E R



2018.04.22 ... State And Federal Fraudulent Transfer Law Diverge Over Exempt Property In Vorhes

2017.12.18 ... Revocation Of A Company's S-Election By Shareholders Not Deemed A Voidable Transaction In Arrowsmith

2017.12.07 ... 'I Only Gave It To My Spouse In Case I Got Sued' Defense Flops Once Again In Soley Case

2017.08.20 ... One Year Discovery Rule For Fraudulent Transfers Tested In PNC Bank Case

2017.05.30 ... The Good Faith Transferee Defined In Nautilus

Many more articles by Jay Adkisson found here


UVTA - LOGICAL ORGANIZATION (Designed For Litigators)

Click here to go to the Voidable Transactions Decision Chart

Overview of UVTA -- The process and result

UVTA - NUMERICAL ORGANIZATION (Confusing & Difficult To Use)


The Uniform Law Commission's complete copy of the UVTA with comments in PDF format is available here. The webpage for the UVTA, showing states that have enacted and much other information regarding the Act is found here.


1 - Definitions

(1) Affiliate -- (2) Asset -- (3) Claim -- (4) Creditor -- (5) Debt -- (6) Debtor -- (7) Electronic -- (8) Insider -- (9) Lien -- (10) Organization -- (11) Person -- (12) Property -- (13) Record -- (14) Relative -- (15) Sign -- (16) Transfer -- (17) Valid Lien

2 - Insolvency

3 - Value

4 - Transfer Or Obligation Voidable As To Present Or Future Creditor

(a)(1) {Intent Test} -- (a)(2)(i) {Capitalization Test} -- (a)(2)(ii) {Equity-Sense Insolvency Test}

(b) {Badges of Fraud}

5 - Transfer or Obligation Voidable As To Present Creditor

(a) {Insolvency Test} -- (b) {Insider Preference Test}

6 - When Transfer Is Made Or Obligation Is Incurred

7 - Remedies Of Creditor

8 - Defenses, Liability, And Protection Of Transferee Or Obligee

{Main Provisions} -- (b) and (c) {Money Judgment}

9 - Extinguishment Of Claim For Relief

10 - Governing Law

11 - Application To Series Organization

12 - Supplementary Provisions

13 - Uniformity Of Application And Construction

14 - Relation To Electronic Signatures In Global And National Commerce

15 - Short Title

16 - Repeals; Conforming Amendment








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  • Protected Series LLCs - An examination of the single most complex statutory legal structure yet created, with particular reference to the Uniform Protected Series Act of 2017 -


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© 2018 Jay D. Adkisson. All rights reserved. No claim to government works or the works of the Uniform Law Commission. The information contained in this website is for general educational purposes only, does not constitute any legal advice or opinion, and should not be relied upon in relation to particular cases. Use this information at your own peril; it is no substitute for the legal advice or opinion of an attorney licensed to practice law in the appropriate jurisdiction.  This site Contact: jay [at] or by phone to 949-200-7773 or by fax to 877-698-0678.