Arkansas Code
Title 4 - Business and Commercial Law
Subtitle 4 - Partnerships

§ 4-46-910. Restrictions on approval of conversions and mergers and on relinquishing limited liability partnership status - (a) If a partner of a converting or constituent partnership...

§ 4-46-911. Liability of partner after conversion or merger - (a) A conversion or merger under this chapter does not...

§ 4-46-912. Power of partners and persons dissociated as partners to bind organization after conversion or merger - (a) An act of a person that immediately before a...

§ 4-46-913. Chapter not exclusive - This chapter does not preclude an entity from being converted...

Subchapter 10 - Limited Liability Partnership

§ 4-46-1001. Statement of qualification - (a) A partnership may become a limited liability partnership pursuant...

§ 4-46-1002. Name - The name of a limited liability partnership must end with...

§ 4-46-1003. Annual report - (a) A limited liability partnership, and a foreign limited liability...

Subchapter 11 - Foreign Limited Liability Partnership

§ 4-46-1101. Law governing foreign limited liability partnership - (a) The laws under which a foreign limited liability partnership...

§ 4-46-1102. Statement of foreign qualification - (a) Before transacting business in this State, a foreign limited...

§ 4-46-1103. Effect of failure to qualify - (a) A foreign limited liability partnership transacting business in this...

§ 4-46-1104. Activities not constituting transacting business - (a) Activities of a foreign limited liability partnership which do...

§ 4-46-1105. Action by Attorney General - The Attorney General may maintain an action to restrain a...

Subchapter 12 - Miscellaneous Provisions

§ 4-46-1201. Uniformity of application and construction - This chapter shall be applied and construed to effectuate its...

§ 4-46-1202. Short title - This chapter may be cited as the Uniform Partnership Act...

§ 4-46-1203. Effective date - This chapter takes effect January 1, 2000.

§ 4-46-1206. Savings clause - This chapter does not affect an action or proceeding commenced...

§ 4-46-1207. Fees - (a) The Secretary of State shall collect the following fees...

Chapter 47 - Uniform Limited Partnership Act (2001)

Subchapter 1 - General Provisions

§ 4-47-101. Short title - This chapter may be cited as the Uniform Limited Partnership...

§ 4-47-102. Definitions - In this chapter: (1) “Certificate of limited partnership” means the...

§ 4-47-103. Knowledge and notice - (a) A person knows a fact if the person has...

§ 4-47-104. Nature, purpose, and duration of entity - (a) A limited partnership is an entity distinct from its...

§ 4-47-105. Powers - A limited partnership has the powers to do all things...

§ 4-47-106. Governing law - The law of this State governs relations among the partners...

§ 4-47-107. Supplemental principles of law — Rate of interest - Unless displaced by particular provisions of this chapter, the principles...

§ 4-47-108. Name - (a) The name of a limited partnership may contain the...

§ 4-47-109. Reservation of name - (a) The exclusive right to the use of a name...

§ 4-47-110. Effect of partnership agreement — Nonwaivable provisions - (a) Except as otherwise provided in subsection (b), the partnership...

§ 4-47-111. Required information - A limited partnership shall maintain at its designated office the...

§ 4-47-112. Business transactions of partner with partnership - A partner may lend money to and transact other business...

§ 4-47-113. Dual capacity - A person may be both a general partner and a...

§ 4-47-114. Office and agent for service of process - (a) A limited partnership shall designate and continuously maintain in...

§ 4-47-115. Change of designated office - (a) In order to change its designated office, a limited...

§ 4-47-118. Consent and proxies of partners - Action requiring the consent of partners under this chapter may...

Subchapter 2 - Formation — Certificate of Limited Partnership and Other Filings

§ 4-47-201. Formation of limited partnership — Certificate of limited partnership - (a) In order for a limited partnership to be formed,...

§ 4-47-202. Amendment or restatement of certificate - (a) In order to amend its certificate of limited partnership,...

§ 4-47-203. Statement of termination - A dissolved limited partnership that has completed winding up may...

§ 4-47-204. Signing of records - (a) Each record delivered to the Secretary of State for...

§ 4-47-205. Signing and filing pursuant to judicial order - (a) If a person required by this chapter to sign...

§ 4-47-206. Delivery to and filing of records by Secretary of State — Effective time and date - (a) A record authorized or required to be delivered to...

§ 4-47-207. Correcting filed record - (a) A limited partnership or foreign limited partnership may deliver...

§ 4-47-208. Liability for false information in filed record - (a) If a record delivered to the Secretary of State...

§ 4-47-209. Certificate of existence or authorization - (a) The Secretary of State, upon request and payment of...

§ 4-47-210. Annual report for Secretary of State - (a) A limited partnership or a foreign limited partnership authorized...

Subchapter 3 - Limited Partners

§ 4-47-301. Becoming limited partner - A person becomes a limited partner: (1) as provided in...

§ 4-47-302. No right or power as limited partner to bind limited partnership - A limited partner does not have the right or the...

§ 4-47-303. No liability as limited partner for limited partnership obligations - An obligation of a limited partnership, whether arising in contract,...

§ 4-47-304. Right of limited partner and former limited partner to information - (a) On 10 days' demand, made in a record received...

§ 4-47-305. Limited duties of limited partners - (a) A limited partner does not have any fiduciary duty...

§ 4-47-306. Person erroneously believing self to be limited partner - (a) Except as otherwise provided in subsection (b), a person...

Subchapter 4 - General Partners

§ 4-47-401. Becoming general partner - A person becomes a general partner: (1) as provided in...

§ 4-47-402. General partner agent of limited partnership - (a) Each general partner is an agent of the limited...

§ 4-47-403. Limited partnership liable for general partner's actionable conduct - (a) A limited partnership is liable for loss or injury...

§ 4-47-404. General partner's liability - (a) Except as otherwise provided in subsections (b) and (c),...

§ 4-47-405. Actions by and against partnership and partners - (a) To the extent not inconsistent with § 4-47-404, a...

§ 4-47-406. Management rights of general partner - (a) Each general partner has equal rights in the management...

§ 4-47-407. Right of general partner and former general partner to information - (a) A general partner, without having any particular purpose for...

§ 4-47-408. General standards of general partner's conduct - (a) The only fiduciary duties that a general partner has...

Subchapter 5 - Contributions and Distributions

§ 4-47-501. Form of contribution - A contribution of a partner may consist of tangible or...

§ 4-47-502. Liability for contribution - (a) A partner's obligation to contribute money or other property...

§ 4-47-503. Sharing of distributions - A distribution by a limited partnership must be shared among...

§ 4-47-504. Interim distributions - A partner does not have a right to any distribution...

§ 4-47-505. No distribution on account of dissociation - A person does not have a right to receive a...

§ 4-47-506. Distribution in kind - A partner does not have a right to demand or...

§ 4-47-507. Right to distribution - When a partner or transferee becomes entitled to receive a...

§ 4-47-508. Limitations on distribution - (a) A limited partnership may not make a distribution in...

§ 4-47-509. Liability for improper distributions - (a) A general partner that consents to a distribution made...

Subchapter 6 - Dissociation

§ 4-47-601. Dissociation as limited partner - (a) A person does not have a right to dissociate...

§ 4-47-602. Effect of dissociation as limited partner - (a) Upon a person's dissociation as a limited partner: (1)...

§ 4-47-603. Dissociation as general partner - A person is dissociated from a limited partnership as a...

§ 4-47-604. Person's power to dissociate as general partner — Wrongful dissociation - (a) A person has the power to dissociate as a...

§ 4-47-605. Effect of dissociation as general partner - (a) Upon a person's dissociation as a general partner: (1)...

§ 4-47-606. Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner - (a) After a person is dissociated as a general partner...

§ 4-47-607. Liability to other persons of person dissociated as general partner - (a) A person's dissociation as a general partner does not...

Subchapter 7 - Transferable Interests and Rights of Transferees and Creditors

§ 4-47-701. Partner's transferable interest - The only interest of a partner which is transferable is...

§ 4-47-702. Transfer of partner's transferable interest - (a) A transfer, in whole or in part, of a...

§ 4-47-703. Rights of creditor of partner or transferee - (a) On application to a court of competent jurisdiction by...

§ 4-47-704. Power of estate of deceased partner - If a partner dies, the deceased partner's personal representative or...

Subchapter 8 - Dissolution

§ 4-47-801. Nonjudicial dissolution - Except as otherwise provided in § 4-47-802, a limited partnership...

§ 4-47-802. Judicial dissolution - On application by a partner the circuit court may order...

§ 4-47-803. Winding up - (a) A limited partnership continues after dissolution only for the...

§ 4-47-804. Power of general partner and person dissociated as general partner to bind partnership after dissolution - (a) A limited partnership is bound by a general partner's...

§ 4-47-805. Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partner - (a) If a general partner having knowledge of the dissolution...

§ 4-47-806. Known claims against dissolved limited partnership - (a) A dissolved limited partnership may dispose of the known...

§ 4-47-807. Other claims against dissolved limited partnership - (a) A dissolved limited partnership may publish notice of its...

§ 4-47-808. Liability of general partner and person dissociated as general partner when claim against limited partnership barred - If a claim against a dissolved limited partnership is barred...

§ 4-47-809. Administrative dissolution - (a) The Secretary of State may dissolve a limited partnership...

§ 4-47-810. Reinstatement following administrative dissolution - (a) A limited partnership that has been administratively dissolved may...

§ 4-47-811. Appeal from denial of reinstatement - (a) If the Secretary of State denies a limited partnership's...

§ 4-47-812. Disposition of assets — When contributions required - (a) In winding up a limited partnership's activities, the assets...

Subchapter 9 - Foreign Limited Partnerships

§ 4-47-901. Governing law - (a) The laws of the State or other jurisdiction under...

§ 4-47-902. Application for certificate of authority - (a) Before transacting business in this State, a foreign limited...

§ 4-47-903. Activities not constituting transacting business - (a) Activities of a foreign limited partnership which do not...

§ 4-47-904. Filing of certificate of authority - Unless the Secretary of State determines that an application for...

§ 4-47-905. Noncomplying name of foreign limited partnership - (a) A foreign limited partnership whose name does not comply...

§ 4-47-906. Revocation of certificate of authority - (a) A certificate of authority of a foreign limited partnership...

§ 4-47-907. Cancellation of certificate of authority — Effect of failure to have certificate - (a) In order to cancel its certificate of authority to...

§ 4-47-908. Action by Secretary of State - The Secretary of State may maintain an action to restrain...

Subchapter 10 - Actions by Partners

§ 4-47-1001. Direct action by partner - (a) Subject to subsection (b), a partner may maintain a...

§ 4-47-1002. Derivative action - A partner may maintain a derivative action to enforce a...

§ 4-47-1003. Proper plaintiff - A derivative action may be maintained only by a person...

§ 4-47-1004. Pleading - In a derivative action, the complaint must state with particularity:...

§ 4-47-1005. Proceeds and expenses - (a) Except as otherwise provided in subsection (b): (1) any...

Subchapter 11 - Conversion and Merger

§ 4-47-1101. Definitions - In this subchapter: (1) “Constituent limited partnership” means a constituent...

§ 4-47-1102. Conversion - (a) An organization other than a limited partnership may convert...

§ 4-47-1103. Action on plan of conversion by converting limited partnership - (a) Subject to § 4-47-1110, a plan of conversion must...

§ 4-47-1104. Filings required for conversion — Effective date - (a) After a plan of conversion is approved: (1) a...

§ 4-47-1105. Effect of conversion - (a) An organization that has been converted pursuant to this...

§ 4-47-1106. Merger - (a) A limited partnership may merge with one or more...

§ 4-47-1107. Action on plan of merger by constituent limited partnership - (a) Subject to § 4-47-1110, a plan of merger must...

§ 4-47-1108. Filings required for merger — Effective date - (a) After each constituent organization has approved a merger, articles...

§ 4-47-1109. Effect of merger - (a) When a merger becomes effective: (1) the surviving organization...

§ 4-47-1110. Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status - (a) If a partner of a converting or constituent limited...

§ 4-47-1111. Liability of general partner after conversion or merger - (a) A conversion or merger under this chapter does not...

§ 4-47-1112. Power of general partners and persons dissociated as general partners to bind organization after conversion or merger - (a) An act of a person that immediately before a...

§ 4-47-1113. Chapter not exclusive - This chapter does not preclude an entity from being converted...

Subchapter 12 - Miscellaneous Provisions

§ 4-47-1201. Uniformity of application and construction - In applying and construing this Uniform Act, consideration must be...

§ 4-47-1202. Severability clause - If any provision of this chapter or its application to...

§ 4-47-1203. Relation to Electronic Signatures in Global and National Commerce Act - This chapter modifies, limits, or supersedes the federal Electronic Signatures...

§ 4-47-1204. Effective date - This chapter takes effect on September 1, 2007.

§ 4-47-1206. Application to existing relationships - (a) Except as otherwise provided in subsection (b), on and...

§ 4-47-1207. Savings clause - This chapter does not affect an action commenced, proceeding brought,...

§ 4-47-1208. Effect of designation - Except as otherwise provided in this chapter, a limited partnership...

§ 4-47-1209. Formation of future limited partnerships - Beginning on September 1, 2007, no person may form an...

Subchapter 13 - Filing Fees

§ 4-47-1301. Fees for limited partnerships - (a) The Secretary of State shall collect the following fees...

§ 4-47-1302. Fees for limited liability limited partnerships - (a) The Secretary of State shall collect the following fees...

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Arkansas Code Title 4 - Business and Commercial Law Subtitle 4 - Partnerships

Arkansas Code
Title 4 - Business and Commercial Law
Subtitle 4 - Partnerships