Ark. Code Ann. § 4-119-103 — AR Code / Title 4 / Chapter 119 / Section 4-119-103
Online marketplace - Verification required
Status: in_force

(a) An online marketplace shall require a high-volume third-party seller to provide to the online marketplace within twenty-four (24) hours of becoming a high-volume third-party seller: (1) (A) (i) Bank account information, the accuracy of which has been confirmed directly by the online marketplace, a payment processor, or other third party contracted by the online marketplace. (ii) If the high-volume third-party seller does not have a bank account, then the name of the payee for payments issued by the online marketplace to the high-volume third-party seller. (B) The bank account information or payee information described in subdivision (a)(1)(A)(i) or subdivision (a)(1)(A)(ii) of this section may be provided by the high-volume third-party seller: (i) To the online marketplace; or (ii) To a payment processor or other third party contracted by the online marketplace to maintain the information, provided that the online marketplace may obtain the information on demand from the payment processor or other third party contracted by the online marketplace; (2) (A) Contact information for the high-volume third-party seller. (B) As used in subdivision (a)(2)(A) of this section, "contact information" includes: (i) If the high-volume third-party seller is an individual, a copy of a government-issued photo identification for the individual high-volume third-party seller that includes the high-volume third-party seller's name and physical address; (ii) If the high-volume third-party seller is not an individual, then: (a) A copy of a government-issued photo identification for an individual acting on behalf of the high-volume third-party seller that includes the individual's name and physical address; or (b) A copy of a government-issued record or tax document that includes the business name and physical address of the high-volume third-party seller; and (iii) A working email address and working telephone number for the high-volume third-party seller; (3) A business tax identification number or, if the high-volume third-party seller does not have a business tax identification number, a taxpayer identification number; and (4) Whether or not the high-volume third-party seller: (A) Is exclusively advertising or offering a consumer product on the online marketplace; and (B) Is currently advertising or offering for sale the same consumer product or products on any other internet websites other than the online marketplace. (b) (1) An online marketplace shall verify: (A) The information provided in subsection (a) of this section within three (3) days; and (B) Any changes to the information described in subsection (a) of this section within three (3) days of receipt of any changes to the information that is provided to the online marketplace by a high-volume third-party seller. (2) If a high-volume third-party seller provides a copy of a valid government-issued tax document, then the information contained within the tax document shall be presumed to be verified as of the date of issuance of the record or document. (3) (A) An online marketplace shall, at least annually: (i) Notify each high-volume third-party seller operating on the online marketplace that the high-volume third-party seller shall inform the online marketplace of any changes to the information provided by the high-volume third-party seller under subsection (a) of this section within three (3) days of receiving the notification; and (ii) Instruct each high-volume third-party seller, as part of the notification, to electronically certify either that the high-volume third-party seller's information is unchanged or that the high-volume third-party seller is providing changes to the information described in subsection (a) of this section. (B) If the online marketplace becomes aware that a high-volume third-party seller has not certified that the high-volume third-party seller's information is unchanged or has not provided the changed information within three (3) days of receiving the notification, then the online marketplace shall suspend the high-volume third-party seller's participation on the online marketplace until the high-volume third-party seller either certifies that the high-volume third-party seller's information is unchanged or provides the information that has changed and the information is verified. (c) An online marketplace shall require a high-volume third-party seller in the online marketplace to provide and disclose to consumers in a conspicuous manner and in bold print on the product listing or, for information other than the high-volume third-party seller's full name, through a conspicuously placed link on the listing of the consumer product listing: (1) The identity of the high-volume third-party seller that shall include: (A) The full name of the high-volume third-party seller; (B) The full physical address of the high-volume third-party seller; (C) Whether the high-volume third-party seller also engages in the manufacturing, importing, or reselling of consumer products; and (D) (i) Contact information for the high-volume third-party seller, including a working telephone number and working email address. (ii) The working email address required under subdivision (c)(1)(D)(i) of this section may be provided to the high-volume third-party seller through the online marketplace if assigned to the high-volume third-party seller; and (2) Any other information determined to be necessary to address circumvention or evasion of the requirements of this chapter if the additional information is limited to what is necessary to address such circumvention or evasion. (d) Except as provided in subsection (b) of this section, upon the request of a high-volume third-party seller, an online marketplace may provide for partial disclosure of the identifying information required under subsection (c) of this section if: (1) The high-volume third-party seller demonstrates to the online marketplace that the high-volume third-party seller does not have a business address and only has a residential street address, the online marketplace may: (A) Direct the high-volume third-party seller to disclose only the country and, if applicable, the state in which the high-volume third-party seller resides on the listing of the consumer product; (B) Inform a consumer that there is no business address available for the high-volume third-party seller; and (C) Inform a consumer that any consumer inquiries should be submitted to the high-volume third-party seller by telephone or email; (2) The high-volume third-party seller demonstrates to the online marketplace that the seller is a business that has a physical address for consumer product returns, then the online marketplace may direct the high-volume third-party seller to disclose the high-volume third-party seller's physical address for consumer product returns; or (3) A high-volume third-party seller demonstrates to the online marketplace that the high-volume third-party seller only has a personal telephone number, the online marketplace shall inform consumers that there is no telephone number available for the high-volume third-party seller and that any consumer inquiries should be submitted to the high-volume third-party seller's email address. (e) If an online marketplace becomes aware that a high-volume third-party seller has made a false representation to the online marketplace in order to justify the provision of a partial disclosure under subsection (d) of this section or that a high-volume third-party seller who has requested and received a provision for a partial disclosure under subsection (d) of this section has not provided responsive answers within a reasonable time frame to consumer inquiries submitted to the high-volume third-party seller by telephone or email address, then the online marketplace shall withdraw its provision for partial disclosure and require full disclosure of the high-volume third-party seller's identity information required under subsection (c) of this section within three (3) business days' notice to the high-volume third-party seller. (f) An online marketplace shall disclose to a consumer, in a conspicuous manner and in bold print on the consumer product listing of any high-volume third-party seller, a reporting mechanism that allows for electronic and telephonic reporting of suspicious marketplace activity to the online marketplace and a message encouraging individuals seeking goods for purchase to report suspicious activity to the online marketplace. (g) In addition to the requirements of subsection (f) of this section, an online marketplace that warehouses, distributes, or otherwise fulfills a consumer product order shall disclose to the consumer the identification of any high-volume third-party seller supplying the consumer product if different than the seller listed on the product listing page. Added by Act 2021, No. 555,§ 1, eff. 7/28/2021.

(a) An online marketplace shall require a high-volume third-party seller to provide to the online marketplace within twenty-four (24) hours of becoming a high-volume third-party seller: (1) (A) (i) Bank account information, the accuracy of which has been confirmed directly by the online marketplace, a payment processor, or other third party contracted by the online marketplace. (ii) If the high-volume third-party seller does not have a bank account, then the name of the payee for payments issued by the online marketplace to the high-volume third-party seller. (B) The bank account information or payee information described in subdivision (a)(1)(A)(i) or subdivision (a)(1)(A)(ii) of this section may be provided by the high-volume third-party seller: (i) To the online marketplace; or (ii) To a payment processor or other third party contracted by the online marketplace to maintain the information, provided that the online marketplace may obtain the information on demand from the payment processor or other third party contracted by the online marketplace; (2) (A) Contact information for the high-volume third-party seller. (B) As used in subdivision (a)(2)(A) of this section, "contact information" includes: (i) If the high-volume third-party seller is an individual, a copy of a government-issued photo identification for the individual high-volume third-party seller that includes the high-volume third-party seller's name and physical address; (ii) If the high-volume third-party seller is not an individual, then: (a) A copy of a government-issued photo identification for an individual acting on behalf of the high-volume third-party seller that includes the individual's name and physical address; or (b) A copy of a government-issued record or tax document that includes the business name and physical address of the high-volume third-party seller; and (iii) A working email address and working telephone number for the high-volume third-party seller; (3) A business tax identification number or, if the high-volume third-party seller does not have a business tax identification number, a taxpayer identification number; and (4) Whether or not the high-volume third-party seller: (A) Is exclusively advertising or offering a consumer product on the online marketplace; and (B) Is currently advertising or offering for sale the same consumer product or products on any other internet websites other than the online marketplace.

(1) (A) (i) Bank account information, the accuracy of which has been confirmed directly by the online marketplace, a payment processor, or other third party contracted by the online marketplace. (ii) If the high-volume third-party seller does not have a bank account, then the name of the payee for payments issued by the online marketplace to the high-volume third-party seller. (B) The bank account information or payee information described in subdivision (a)(1)(A)(i) or subdivision (a)(1)(A)(ii) of this section may be provided by the high-volume third-party seller: (i) To the online marketplace; or (ii) To a payment processor or other third party contracted by the online marketplace to maintain the information, provided that the online marketplace may obtain the information on demand from the payment processor or other third party contracted by the online marketplace;

(A) (i) Bank account information, the accuracy of which has been confirmed directly by the online marketplace, a payment processor, or other third party contracted by the online marketplace. (ii) If the high-volume third-party seller does not have a bank account, then the name of the payee for payments issued by the online marketplace to the high-volume third-party seller.

(i) Bank account information, the accuracy of which has been confirmed directly by the online marketplace, a payment processor, or other third party contracted by the online marketplace.

(ii) If the high-volume third-party seller does not have a bank account, then the name of the payee for payments issued by the online marketplace to the high-volume third-party seller.

(B) The bank account information or payee information described in subdivision (a)(1)(A)(i) or subdivision (a)(1)(A)(ii) of this section may be provided by the high-volume third-party seller: (i) To the online marketplace; or (ii) To a payment processor or other third party contracted by the online marketplace to maintain the information, provided that the online marketplace may obtain the information on demand from the payment processor or other third party contracted by the online marketplace;

(i) To the online marketplace; or

(ii) To a payment processor or other third party contracted by the online marketplace to maintain the information, provided that the online marketplace may obtain the information on demand from the payment processor or other third party contracted by the online marketplace;

(2) (A) Contact information for the high-volume third-party seller. (B) As used in subdivision (a)(2)(A) of this section, "contact information" includes: (i) If the high-volume third-party seller is an individual, a copy of a government-issued photo identification for the individual high-volume third-party seller that includes the high-volume third-party seller's name and physical address; (ii) If the high-volume third-party seller is not an individual, then: (a) A copy of a government-issued photo identification for an individual acting on behalf of the high-volume third-party seller that includes the individual's name and physical address; or (b) A copy of a government-issued record or tax document that includes the business name and physical address of the high-volume third-party seller; and (iii) A working email address and working telephone number for the high-volume third-party seller;

(A) Contact information for the high-volume third-party seller.

(B) As used in subdivision (a)(2)(A) of this section, "contact information" includes: (i) If the high-volume third-party seller is an individual, a copy of a government-issued photo identification for the individual high-volume third-party seller that includes the high-volume third-party seller's name and physical address; (ii) If the high-volume third-party seller is not an individual, then: (a) A copy of a government-issued photo identification for an individual acting on behalf of the high-volume third-party seller that includes the individual's name and physical address; or (b) A copy of a government-issued record or tax document that includes the business name and physical address of the high-volume third-party seller; and (iii) A working email address and working telephone number for the high-volume third-party seller;

(i) If the high-volume third-party seller is an individual, a copy of a government-issued photo identification for the individual high-volume third-party seller that includes the high-volume third-party seller's name and physical address;

(ii) If the high-volume third-party seller is not an individual, then: (a) A copy of a government-issued photo identification for an individual acting on behalf of the high-volume third-party seller that includes the individual's name and physical address; or (b) A copy of a government-issued record or tax document that includes the business name and physical address of the high-volume third-party seller; and

(a) A copy of a government-issued photo identification for an individual acting on behalf of the high-volume third-party seller that includes the individual's name and physical address; or

(b) A copy of a government-issued record or tax document that includes the business name and physical address of the high-volume third-party seller; and

(iii) A working email address and working telephone number for the high-volume third-party seller;

(3) A business tax identification number or, if the high-volume third-party seller does not have a business tax identification number, a taxpayer identification number; and

(4) Whether or not the high-volume third-party seller: (A) Is exclusively advertising or offering a consumer product on the online marketplace; and (B) Is currently advertising or offering for sale the same consumer product or products on any other internet websites other than the online marketplace.

(A) Is exclusively advertising or offering a consumer product on the online marketplace; and

(B) Is currently advertising or offering for sale the same consumer product or products on any other internet websites other than the online marketplace.

(b) (1) An online marketplace shall verify: (A) The information provided in subsection (a) of this section within three (3) days; and (B) Any changes to the information described in subsection (a) of this section within three (3) days of receipt of any changes to the information that is provided to the online marketplace by a high-volume third-party seller. (2) If a high-volume third-party seller provides a copy of a valid government-issued tax document, then the information contained within the tax document shall be presumed to be verified as of the date of issuance of the record or document. (3) (A) An online marketplace shall, at least annually: (i) Notify each high-volume third-party seller operating on the online marketplace that the high-volume third-party seller shall inform the online marketplace of any changes to the information provided by the high-volume third-party seller under subsection (a) of this section within three (3) days of receiving the notification; and (ii) Instruct each high-volume third-party seller, as part of the notification, to electronically certify either that the high-volume third-party seller's information is unchanged or that the high-volume third-party seller is providing changes to the information described in subsection (a) of this section. (B) If the online marketplace becomes aware that a high-volume third-party seller has not certified that the high-volume third-party seller's information is unchanged or has not provided the changed information within three (3) days of receiving the notification, then the online marketplace shall suspend the high-volume third-party seller's participation on the online marketplace until the high-volume third-party seller either certifies that the high-volume third-party seller's information is unchanged or provides the information that has changed and the information is verified.

(1) An online marketplace shall verify: (A) The information provided in subsection (a) of this section within three (3) days; and (B) Any changes to the information described in subsection (a) of this section within three (3) days of receipt of any changes to the information that is provided to the online marketplace by a high-volume third-party seller.

(A) The information provided in subsection (a) of this section within three (3) days; and

(B) Any changes to the information described in subsection (a) of this section within three (3) days of receipt of any changes to the information that is provided to the online marketplace by a high-volume third-party seller.

(2) If a high-volume third-party seller provides a copy of a valid government-issued tax document, then the information contained within the tax document shall be presumed to be verified as of the date of issuance of the record or document.

(3) (A) An online marketplace shall, at least annually: (i) Notify each high-volume third-party seller operating on the online marketplace that the high-volume third-party seller shall inform the online marketplace of any changes to the information provided by the high-volume third-party seller under subsection (a) of this section within three (3) days of receiving the notification; and (ii) Instruct each high-volume third-party seller, as part of the notification, to electronically certify either that the high-volume third-party seller's information is unchanged or that the high-volume third-party seller is providing changes to the information described in subsection (a) of this section. (B) If the online marketplace becomes aware that a high-volume third-party seller has not certified that the high-volume third-party seller's information is unchanged or has not provided the changed information within three (3) days of receiving the notification, then the online marketplace shall suspend the high-volume third-party seller's participation on the online marketplace until the high-volume third-party seller either certifies that the high-volume third-party seller's information is unchanged or provides the information that has changed and the information is verified.

(A) An online marketplace shall, at least annually: (i) Notify each high-volume third-party seller operating on the online marketplace that the high-volume third-party seller shall inform the online marketplace of any changes to the information provided by the high-volume third-party seller under subsection (a) of this section within three (3) days of receiving the notification; and (ii) Instruct each high-volume third-party seller, as part of the notification, to electronically certify either that the high-volume third-party seller's information is unchanged or that the high-volume third-party seller is providing changes to the information described in subsection (a) of this section.

(i) Notify each high-volume third-party seller operating on the online marketplace that the high-volume third-party seller shall inform the online marketplace of any changes to the information provided by the high-volume third-party seller under subsection (a) of this section within three (3) days of receiving the notification; and

(ii) Instruct each high-volume third-party seller, as part of the notification, to electronically certify either that the high-volume third-party seller's information is unchanged or that the high-volume third-party seller is providing changes to the information described in subsection (a) of this section.

(B) If the online marketplace becomes aware that a high-volume third-party seller has not certified that the high-volume third-party seller's information is unchanged or has not provided the changed information within three (3) days of receiving the notification, then the online marketplace shall suspend the high-volume third-party seller's participation on the online marketplace until the high-volume third-party seller either certifies that the high-volume third-party seller's information is unchanged or provides the information that has changed and the information is verified.

(c) An online marketplace shall require a high-volume third-party seller in the online marketplace to provide and disclose to consumers in a conspicuous manner and in bold print on the product listing or, for information other than the high-volume third-party seller's full name, through a conspicuously placed link on the listing of the consumer product listing: (1) The identity of the high-volume third-party seller that shall include: (A) The full name of the high-volume third-party seller; (B) The full physical address of the high-volume third-party seller; (C) Whether the high-volume third-party seller also engages in the manufacturing, importing, or reselling of consumer products; and (D) (i) Contact information for the high-volume third-party seller, including a working telephone number and working email address. (ii) The working email address required under subdivision (c)(1)(D)(i) of this section may be provided to the high-volume third-party seller through the online marketplace if assigned to the high-volume third-party seller; and (2) Any other information determined to be necessary to address circumvention or evasion of the requirements of this chapter if the additional information is limited to what is necessary to address such circumvention or evasion.

(1) The identity of the high-volume third-party seller that shall include: (A) The full name of the high-volume third-party seller; (B) The full physical address of the high-volume third-party seller; (C) Whether the high-volume third-party seller also engages in the manufacturing, importing, or reselling of consumer products; and (D) (i) Contact information for the high-volume third-party seller, including a working telephone number and working email address. (ii) The working email address required under subdivision (c)(1)(D)(i) of this section may be provided to the high-volume third-party seller through the online marketplace if assigned to the high-volume third-party seller; and

(A) The full name of the high-volume third-party seller;

(B) The full physical address of the high-volume third-party seller;

(C) Whether the high-volume third-party seller also engages in the manufacturing, importing, or reselling of consumer products; and

(D) (i) Contact information for the high-volume third-party seller, including a working telephone number and working email address. (ii) The working email address required under subdivision (c)(1)(D)(i) of this section may be provided to the high-volume third-party seller through the online marketplace if assigned to the high-volume third-party seller; and

(i) Contact information for the high-volume third-party seller, including a working telephone number and working email address.

(ii) The working email address required under subdivision (c)(1)(D)(i) of this section may be provided to the high-volume third-party seller through the online marketplace if assigned to the high-volume third-party seller; and

(2) Any other information determined to be necessary to address circumvention or evasion of the requirements of this chapter if the additional information is limited to what is necessary to address such circumvention or evasion.

(d) Except as provided in subsection (b) of this section, upon the request of a high-volume third-party seller, an online marketplace may provide for partial disclosure of the identifying information required under subsection (c) of this section if: (1) The high-volume third-party seller demonstrates to the online marketplace that the high-volume third-party seller does not have a business address and only has a residential street address, the online marketplace may: (A) Direct the high-volume third-party seller to disclose only the country and, if applicable, the state in which the high-volume third-party seller resides on the listing of the consumer product; (B) Inform a consumer that there is no business address available for the high-volume third-party seller; and (C) Inform a consumer that any consumer inquiries should be submitted to the high-volume third-party seller by telephone or email; (2) The high-volume third-party seller demonstrates to the online marketplace that the seller is a business that has a physical address for consumer product returns, then the online marketplace may direct the high-volume third-party seller to disclose the high-volume third-party seller's physical address for consumer product returns; or (3) A high-volume third-party seller demonstrates to the online marketplace that the high-volume third-party seller only has a personal telephone number, the online marketplace shall inform consumers that there is no telephone number available for the high-volume third-party seller and that any consumer inquiries should be submitted to the high-volume third-party seller's email address.

(1) The high-volume third-party seller demonstrates to the online marketplace that the high-volume third-party seller does not have a business address and only has a residential street address, the online marketplace may: (A) Direct the high-volume third-party seller to disclose only the country and, if applicable, the state in which the high-volume third-party seller resides on the listing of the consumer product; (B) Inform a consumer that there is no business address available for the high-volume third-party seller; and (C) Inform a consumer that any consumer inquiries should be submitted to the high-volume third-party seller by telephone or email;

(A) Direct the high-volume third-party seller to disclose only the country and, if applicable, the state in which the high-volume third-party seller resides on the listing of the consumer product;

(B) Inform a consumer that there is no business address available for the high-volume third-party seller; and

(C) Inform a consumer that any consumer inquiries should be submitted to the high-volume third-party seller by telephone or email;

(2) The high-volume third-party seller demonstrates to the online marketplace that the seller is a business that has a physical address for consumer product returns, then the online marketplace may direct the high-volume third-party seller to disclose the high-volume third-party seller's physical address for consumer product returns; or

(3) A high-volume third-party seller demonstrates to the online marketplace that the high-volume third-party seller only has a personal telephone number, the online marketplace shall inform consumers that there is no telephone number available for the high-volume third-party seller and that any consumer inquiries should be submitted to the high-volume third-party seller's email address.

(e) If an online marketplace becomes aware that a high-volume third-party seller has made a false representation to the online marketplace in order to justify the provision of a partial disclosure under subsection (d) of this section or that a high-volume third-party seller who has requested and received a provision for a partial disclosure under subsection (d) of this section has not provided responsive answers within a reasonable time frame to consumer inquiries submitted to the high-volume third-party seller by telephone or email address, then the online marketplace shall withdraw its provision for partial disclosure and require full disclosure of the high-volume third-party seller's identity information required under subsection (c) of this section within three (3) business days' notice to the high-volume third-party seller.

(f) An online marketplace shall disclose to a consumer, in a conspicuous manner and in bold print on the consumer product listing of any high-volume third-party seller, a reporting mechanism that allows for electronic and telephonic reporting of suspicious marketplace activity to the online marketplace and a message encouraging individuals seeking goods for purchase to report suspicious activity to the online marketplace.

(g) In addition to the requirements of subsection (f) of this section, an online marketplace that warehouses, distributes, or otherwise fulfills a consumer product order shall disclose to the consumer the identification of any high-volume third-party seller supplying the consumer product if different than the seller listed on the product listing page.

Added by Act 2021, No. 555,§ 1, eff. 7/28/2021.
Ark. Code Ann. § 4-71-207 — AR Code / Title 4 / Chapter 71 / Subchapter 2 / Section 4-71-207
Assignments, changes of name, and other instruments
Status: in_force

(a) (1) Any mark and its registration under this subchapter shall be assignable with the goodwill of the business in which the mark is used, or with that part of the goodwill of the business connected with the use of and symbolized by the mark. (2) Assignment shall be by instruments in writing duly executed and shall be recorded with the Secretary of State upon the payment of the recording fee payable to the Secretary of State, who, upon recording of the assignment, shall issue in the name of the assignee a new certificate for the remainder of the term of the registration or of the last renewal thereof. (3) An assignment of any registration under this subchapter shall be void as against any subsequent purchaser for valuable consideration without notice, unless it is recorded with the Secretary of State within three (3) months after the date thereof or prior to such subsequent purchase. (b) (1) Any registrant or applicant effecting a change of the name of the person to whom the mark was issued or for whom an application was filed may record a certificate of change of name of the registrant or applicant with the Secretary of State upon payment of the recording fee. (2) (A) The Secretary of State may issue in the name of the assignee a certificate of registration of an assigned application. (B) The Secretary of State may issue in the name of the assignee a new certificate or registration for the remainder of the term of the registration or last renewal thereof. (c) Other instruments which relate to a mark registered or application pending pursuant to this subchapter such as, by way of example, licenses, security interests, or mortgages, may be recorded in the discretion of the Secretary of State provided that such instrument is in writing and duly executed. (d) Acknowledgement shall be prima facie evidence of the execution of an assignment or other instrument and, when recorded by the Secretary of State, the record shall be prima facie evidence of execution. (e) A photocopy of any instrument referred to in subsection (a), (b), or (c) of this section shall be accepted for recording if it is certified by any of the parties thereto, or their successors, to be a true and correct copy of the original. Acts 1997, No. 1109, § 7.

(a) (1) Any mark and its registration under this subchapter shall be assignable with the goodwill of the business in which the mark is used, or with that part of the goodwill of the business connected with the use of and symbolized by the mark. (2) Assignment shall be by instruments in writing duly executed and shall be recorded with the Secretary of State upon the payment of the recording fee payable to the Secretary of State, who, upon recording of the assignment, shall issue in the name of the assignee a new certificate for the remainder of the term of the registration or of the last renewal thereof. (3) An assignment of any registration under this subchapter shall be void as against any subsequent purchaser for valuable consideration without notice, unless it is recorded with the Secretary of State within three (3) months after the date thereof or prior to such subsequent purchase.

(1) Any mark and its registration under this subchapter shall be assignable with the goodwill of the business in which the mark is used, or with that part of the goodwill of the business connected with the use of and symbolized by the mark.

(2) Assignment shall be by instruments in writing duly executed and shall be recorded with the Secretary of State upon the payment of the recording fee payable to the Secretary of State, who, upon recording of the assignment, shall issue in the name of the assignee a new certificate for the remainder of the term of the registration or of the last renewal thereof.

(3) An assignment of any registration under this subchapter shall be void as against any subsequent purchaser for valuable consideration without notice, unless it is recorded with the Secretary of State within three (3) months after the date thereof or prior to such subsequent purchase.

(b) (1) Any registrant or applicant effecting a change of the name of the person to whom the mark was issued or for whom an application was filed may record a certificate of change of name of the registrant or applicant with the Secretary of State upon payment of the recording fee. (2) (A) The Secretary of State may issue in the name of the assignee a certificate of registration of an assigned application. (B) The Secretary of State may issue in the name of the assignee a new certificate or registration for the remainder of the term of the registration or last renewal thereof.

(1) Any registrant or applicant effecting a change of the name of the person to whom the mark was issued or for whom an application was filed may record a certificate of change of name of the registrant or applicant with the Secretary of State upon payment of the recording fee.

(2) (A) The Secretary of State may issue in the name of the assignee a certificate of registration of an assigned application. (B) The Secretary of State may issue in the name of the assignee a new certificate or registration for the remainder of the term of the registration or last renewal thereof.

(A) The Secretary of State may issue in the name of the assignee a certificate of registration of an assigned application.

(B) The Secretary of State may issue in the name of the assignee a new certificate or registration for the remainder of the term of the registration or last renewal thereof.

(c) Other instruments which relate to a mark registered or application pending pursuant to this subchapter such as, by way of example, licenses, security interests, or mortgages, may be recorded in the discretion of the Secretary of State provided that such instrument is in writing and duly executed.

(d) Acknowledgement shall be prima facie evidence of the execution of an assignment or other instrument and, when recorded by the Secretary of State, the record shall be prima facie evidence of execution.

(e) A photocopy of any instrument referred to in subsection (a), (b), or (c) of this section shall be accepted for recording if it is certified by any of the parties thereto, or their successors, to be a true and correct copy of the original.

Acts 1997, No. 1109, § 7.
Ark. Code Ann. § 4-19-104 — AR Code / Title 4 / Chapter 19 / Section 4-19-104
Filing requirements
Status: in_force

Notwithstanding §§ 4-9-302(3) , 4-9-302(4) , 4-9-401(1) , and 4-9-402 - 4-9-406 : (1) If filing is required under the Uniform Commercial Code, subtitle 1 of this title, the proper place to file statements pertaining to a security interest in personal property or fixtures of a transmitting utility is in the office of the Secretary of State; (2) When the financing statement covers goods of a transmitting utility which are or are to become fixtures, no description of the real estate concerned is required; (3) A security interest in rolling stock of a transmitting utility may be perfected either as provided in § 20(c) of the Interstate Commerce Act or by filing a financing statement pursuant to the Uniform Commercial Code as provided in subdivision (1) of this section; and (4) A financing statement filed pursuant to subdivision (1) of this section shall remain effective until terminated without the need for filing a continuation statement under § 4-9-403 . Acts 1965, No. 375, § 3; A.S.A. 1947, § 73-2303.

Notwithstanding §§ 4-9-302(3) , 4-9-302(4) , 4-9-401(1) , and 4-9-402 - 4-9-406 :

(1) If filing is required under the Uniform Commercial Code, subtitle 1 of this title, the proper place to file statements pertaining to a security interest in personal property or fixtures of a transmitting utility is in the office of the Secretary of State;

(2) When the financing statement covers goods of a transmitting utility which are or are to become fixtures, no description of the real estate concerned is required;

(3) A security interest in rolling stock of a transmitting utility may be perfected either as provided in § 20(c) of the Interstate Commerce Act or by filing a financing statement pursuant to the Uniform Commercial Code as provided in subdivision (1) of this section; and

(4) A financing statement filed pursuant to subdivision (1) of this section shall remain effective until terminated without the need for filing a continuation statement under § 4-9-403 .

Acts 1965, No. 375, § 3; A.S.A. 1947, § 73-2303.
Ark. Code Ann. § 4-75-808 — AR Code / Title 4 / Chapter 75 / Subchapter 8 / Section 4-75-808
Furnishing equipment free or at less than cost unlawful - Exceptions
Status: in_force

(a) It shall be unlawful to furnish any free equipment other than to public schools, parochial schools, private schools, colleges, or universities. (b) Any equipment furnished or sold to any person, firm, or corporation by a processor or distributor or his or her or its agent, or designee, other than to public schools, parochial schools, private schools, colleges, or universities, shall be sold at a price not less than actual cost, including installation cost if paid or agreed to be paid by the processor or distributor or his or her or its agents, less ten percent (10%) per year allowance for age of the equipment prior to the installation. Any time or deferred price therefor shall not be payable for a term of more than one (1) year from date of installation. Acts 1955, No. 380, § 4; A.S.A. 1947, § 70-704.

(a) It shall be unlawful to furnish any free equipment other than to public schools, parochial schools, private schools, colleges, or universities.

(b) Any equipment furnished or sold to any person, firm, or corporation by a processor or distributor or his or her or its agent, or designee, other than to public schools, parochial schools, private schools, colleges, or universities, shall be sold at a price not less than actual cost, including installation cost if paid or agreed to be paid by the processor or distributor or his or her or its agents, less ten percent (10%) per year allowance for age of the equipment prior to the installation. Any time or deferred price therefor shall not be payable for a term of more than one (1) year from date of installation.

Acts 1955, No. 380, § 4; A.S.A. 1947, § 70-704.
Ark. Code Ann. § 4-91-103 — AR Code / Title 4 / Chapter 91 / Subchapter 1 / Section 4-91-103
[Repealed]
Status: repealed

Repealed by Act 2017, No. 944,§ 4, eff. 8/1/2017. Acts 1987, No. 321, § 8.

Repealed by Act 2017, No. 944,§ 4, eff. 8/1/2017.

Acts 1987, No. 321, § 8.
Ark. Code Ann. § 4-5-105 — AR Code / Title 4 / Chapter 5 / Section 4-5-105
Consideration
Status: in_force

Consideration is not required to issue, amend, transfer, or cancel a letter of credit, advice, or confirmation. Acts 1997, No. 1070, § 1.

Consideration is not required to issue, amend, transfer, or cancel a letter of credit, advice, or confirmation.

Acts 1997, No. 1070, § 1.
Ark. Code Ann. § 4-28-631 — AR Code / Title 4 / Chapter 28 / Subchapter 6 / Section 4-28-631
Transition concerning real and personal property
Status: in_force

(a) If, before January 1, 2012, an interest in property was by terms of a transfer purportedly transferred to an unincorporated nonprofit association but under the law of this state the interest did not vest in the association, or in one or more persons on behalf of his or her association under subsection (b) on January 1, 2012, the interest vests in the association, unless the parties to the transfer have treated the transfer as ineffective. (b) If before January 1, 2012, an interest in property was by terms of a transfer purportedly transferred to an unincorporated nonprofit association but the interest was vested in one or more persons to hold the interest for members of the association, on or after January 1, 2012, the persons, or their successors in interest, may transfer the interest to the association in its name, or the association may require the interest be transferred to it in its name. Acts 2011, No. 202, § 2.

(a) If, before January 1, 2012, an interest in property was by terms of a transfer purportedly transferred to an unincorporated nonprofit association but under the law of this state the interest did not vest in the association, or in one or more persons on behalf of his or her association under subsection (b) on January 1, 2012, the interest vests in the association, unless the parties to the transfer have treated the transfer as ineffective.

(b) If before January 1, 2012, an interest in property was by terms of a transfer purportedly transferred to an unincorporated nonprofit association but the interest was vested in one or more persons to hold the interest for members of the association, on or after January 1, 2012, the persons, or their successors in interest, may transfer the interest to the association in its name, or the association may require the interest be transferred to it in its name.

Acts 2011, No. 202, § 2.
Ark. Code Ann. § 4-75-1302 — AR Code / Title 4 / Chapter 75 / Subchapter 13 / Section 4-75-1302
Definitions
Status: in_force

As used in this subchapter: (1) (A) "Commercial use" means the use of an individual's readily identifiable name, voice, signature, photograph, or likeness: (i) For advertising, selling, or soliciting purchases of products, merchandise, goods, or services; or (ii) On or in connection with products, merchandise, goods, or other commercial activity that is not exempt under this subchapter. (B) "Commercial use" does not include the use of an individual's name, voice, signature, photograph, or likeness to identify the individual for the purpose of: (i) Data collection or data reporting and supplying the data collected or reported; or (ii) Data processing, data matching, data distribution, or data licensing; (2) "Image" means a picture or other recognizable visual representation of a student-athlete; (3) "Likeness" means a reproduction of an image of an individual by any means other than a photograph; (4) "Name" means: (A) The first, middle, or last name of a student-athlete; or (B) When used in a context that reasonably identifies a student-athlete with particularity: (i) The initials of the student-athlete; or (ii) The nickname of the student-athlete; (5) "Photograph" means a reproduction of an image of an individual that readily identifies the individual, whether made by photography, videotape, live transmission, or other means; (6) "Publicity right" means a right that is recognized under state or federal law that permits an individual to control and profit from commercial use of the individual's name, image, voice, signature, photograph, or likeness; (7) (A) "Student-athlete" means an individual who: (i) Has been accepted into admission or signed a National Letter of Intent or other written agreement to enroll in an institution of higher education within the State of Arkansas; or (ii) Is enrolled at an institution of higher education who is eligible to engage in any varsity intercollegiate athletics program at the institution. (B) "Student-athlete" does not include an individual who is permanently ineligible to participate in a particular varsity intercollegiate athletics program for the purposes of the particular varsity intercollegiate athletics program; and (8) (A) "Third-party licensee" means an individual or entity that licenses, secures, or uses the publicity rights of a student-athlete or that provides compensation in any form to a current or prospective student-athlete, or anyone on behalf of the student-athlete, in exchange for the student-athlete's using, displaying, referring to, mentioning, endorsing, advertising, selling, marketing, promoting, or soliciting the purchase of a product, merchandise, good, service, organization, or business. (B) "Third-party licensee" does not include an athletic association, athletic conference, institution of higher education, or nonprofit organization, club, or supporting foundation that is authorized by an institution of higher education and established solely to advance the purposes of the institution of higher education. Amended by Act 2023, No. 589,§ 1, eff. 4/11/2023. Added by Act 2021, No. 810,§ 1, eff. 1/1/2022.

As used in this subchapter:

(1) (A) "Commercial use" means the use of an individual's readily identifiable name, voice, signature, photograph, or likeness: (i) For advertising, selling, or soliciting purchases of products, merchandise, goods, or services; or (ii) On or in connection with products, merchandise, goods, or other commercial activity that is not exempt under this subchapter. (B) "Commercial use" does not include the use of an individual's name, voice, signature, photograph, or likeness to identify the individual for the purpose of: (i) Data collection or data reporting and supplying the data collected or reported; or (ii) Data processing, data matching, data distribution, or data licensing;

(A) "Commercial use" means the use of an individual's readily identifiable name, voice, signature, photograph, or likeness: (i) For advertising, selling, or soliciting purchases of products, merchandise, goods, or services; or (ii) On or in connection with products, merchandise, goods, or other commercial activity that is not exempt under this subchapter.

(i) For advertising, selling, or soliciting purchases of products, merchandise, goods, or services; or

(ii) On or in connection with products, merchandise, goods, or other commercial activity that is not exempt under this subchapter.

(B) "Commercial use" does not include the use of an individual's name, voice, signature, photograph, or likeness to identify the individual for the purpose of: (i) Data collection or data reporting and supplying the data collected or reported; or (ii) Data processing, data matching, data distribution, or data licensing;

(i) Data collection or data reporting and supplying the data collected or reported; or

(ii) Data processing, data matching, data distribution, or data licensing;

(2) "Image" means a picture or other recognizable visual representation of a student-athlete;

(3) "Likeness" means a reproduction of an image of an individual by any means other than a photograph;

(4) "Name" means: (A) The first, middle, or last name of a student-athlete; or (B) When used in a context that reasonably identifies a student-athlete with particularity: (i) The initials of the student-athlete; or (ii) The nickname of the student-athlete;

(A) The first, middle, or last name of a student-athlete; or

(B) When used in a context that reasonably identifies a student-athlete with particularity: (i) The initials of the student-athlete; or (ii) The nickname of the student-athlete;

(i) The initials of the student-athlete; or

(ii) The nickname of the student-athlete;

(5) "Photograph" means a reproduction of an image of an individual that readily identifies the individual, whether made by photography, videotape, live transmission, or other means;

(6) "Publicity right" means a right that is recognized under state or federal law that permits an individual to control and profit from commercial use of the individual's name, image, voice, signature, photograph, or likeness;

(7) (A) "Student-athlete" means an individual who: (i) Has been accepted into admission or signed a National Letter of Intent or other written agreement to enroll in an institution of higher education within the State of Arkansas; or (ii) Is enrolled at an institution of higher education who is eligible to engage in any varsity intercollegiate athletics program at the institution. (B) "Student-athlete" does not include an individual who is permanently ineligible to participate in a particular varsity intercollegiate athletics program for the purposes of the particular varsity intercollegiate athletics program; and

(A) "Student-athlete" means an individual who: (i) Has been accepted into admission or signed a National Letter of Intent or other written agreement to enroll in an institution of higher education within the State of Arkansas; or (ii) Is enrolled at an institution of higher education who is eligible to engage in any varsity intercollegiate athletics program at the institution.

(i) Has been accepted into admission or signed a National Letter of Intent or other written agreement to enroll in an institution of higher education within the State of Arkansas; or

(ii) Is enrolled at an institution of higher education who is eligible to engage in any varsity intercollegiate athletics program at the institution.

(B) "Student-athlete" does not include an individual who is permanently ineligible to participate in a particular varsity intercollegiate athletics program for the purposes of the particular varsity intercollegiate athletics program; and

(8) (A) "Third-party licensee" means an individual or entity that licenses, secures, or uses the publicity rights of a student-athlete or that provides compensation in any form to a current or prospective student-athlete, or anyone on behalf of the student-athlete, in exchange for the student-athlete's using, displaying, referring to, mentioning, endorsing, advertising, selling, marketing, promoting, or soliciting the purchase of a product, merchandise, good, service, organization, or business. (B) "Third-party licensee" does not include an athletic association, athletic conference, institution of higher education, or nonprofit organization, club, or supporting foundation that is authorized by an institution of higher education and established solely to advance the purposes of the institution of higher education.

(A) "Third-party licensee" means an individual or entity that licenses, secures, or uses the publicity rights of a student-athlete or that provides compensation in any form to a current or prospective student-athlete, or anyone on behalf of the student-athlete, in exchange for the student-athlete's using, displaying, referring to, mentioning, endorsing, advertising, selling, marketing, promoting, or soliciting the purchase of a product, merchandise, good, service, organization, or business.

(B) "Third-party licensee" does not include an athletic association, athletic conference, institution of higher education, or nonprofit organization, club, or supporting foundation that is authorized by an institution of higher education and established solely to advance the purposes of the institution of higher education.

Amended by Act 2023, No. 589,§ 1, eff. 4/11/2023.

Added by Act 2021, No. 810,§ 1, eff. 1/1/2022.
Ark. Code Ann. § 4-28-401 — AR Code / Title 4 / Chapter 28 / Subchapter 4 / Section 4-28-401
Definitions
Status: in_force

As used in this subchapter, unless the context otherwise requires: (1) "Charitable organization" means any person: (A) Who is or holds himself or herself out to be established for: (i) Any benevolent, educational, philanthropic, humane, scientific, patriotic, social welfare or advocacy, public health, environmental conservation, civic, or other eleemosynary purpose; or (ii) The benefit of law enforcement personnel, fire fighters, or other persons who protect the public safety; or (B) Who in any manner employs a charitable appeal as the basis of any solicitation or an appeal which has a tendency to suggest there is a charitable purpose to any solicitation; (2) "Charitable purpose" means any benevolent, educational, philanthropic, humane, scientific, patriotic, social welfare or advocacy, public health, environmental conservation, civic, or eleemosynary objective; (3) "Charitable sales promotion" means an advertising or sales campaign conducted by a commercial coventurer which represents that the purchase or use of goods or services offered by the commercial coventurer will benefit a charitable organization or purpose; (4) "Commercial coventurer" means any person who for profit or other consideration is regularly and primarily engaged in trade or commerce other than in connection with the raising of funds or any other thing of value for a charitable organization and who advertises that the purchase or use of his or her goods, services, entertainment, or any other thing of value normally sold without a charitable appeal will benefit a charitable organization during a charitable sales promotion; (5) "Contribution" means the grant, promise, or pledge of money, credit, property, financial assistance, or other thing of value in response to a solicitation; (6) (A) "Fund-raising counsel" means any person who for a flat fixed fee or fixed hourly rate under a written agreement plans, conducts, manages, carries on, advises, or acts as a consultant, whether directly or indirectly, in connection with soliciting contributions for or on behalf of any charitable organization, but who actually solicits no contributions as a part of the services. (B) Fund-raising counsel do not receive or control funds or assets solicited for charitable purposes, nor do they procure or employ any compensated person to do so. (C) No lawyer, investment counselor, or banker who advises a person to make a contribution shall be deemed, as a result of that advice, to be a fund-raising counsel. (D) A bona fide salaried officer or employee of a registered or exempt charitable organization shall not be deemed to be a fund-raising counsel; (7) "Gross revenue" means income of any kind from all sources, including all amounts received as the result of any solicitation by a paid solicitor; (8) (A) "Membership" means those persons to whom, for payment of fees, dues, assessments, etc., an organization provides services and confers a bona fide right, privilege, professional standing, honor, or other direct benefit in addition to the right to vote, elect officers, or hold offices. (B) The term "membership" shall not include those persons who are granted a membership upon making a contribution as the result of solicitation; (9) (A) "Paid solicitor" means a person who for compensation, other than any nonmonetary gift of nominal value awarded to a volunteer solicitor as an incentive or token of appreciation, performs for a charitable organization any service in connection with which contributions are solicited by the person or by any other person he or she employs, procures, or engages to solicit for compensation. (B) A lawyer, investment counselor, or banker who advises a person to make a contribution is not a paid solicitor as a result of that advice. (C) A bona fide nontemporary salaried officer or employee of a charitable organization is not a paid solicitor; (10) "Parent organization" means that part of a charitable organization which supervises and exercises control over the solicitation and expenditure activities of one (1) or more chapters, branches, or affiliates; (11) "Person" means: (A) An individual; (B) A corporation; (C) A limited liability corporation; (D) An association; (E) A partnership; (F) A foundation; or (G) Any other entity, however styled; (12) "Professional telemarketer" means any person who is employed or retained for compensation by a paid solicitor to solicit contributions in this state for charitable purposes; and (13) (A) "Solicitation" means each request, either directly or indirectly, for a contribution on the plea or representation that the contribution will be used for a charitable purpose. (B) "Solicitation" shall be deemed to occur when the request is made, at the place the request is received, whether or not the person making the request actually receives any contribution and includes, without limitation, the following methods of requesting a contribution: (i) Any oral or written request; (ii) Any announcement concerning an appeal or campaign to which the public is requested to make a contribution for any charitable purpose connected therewith: (a) To the press; (b) Over radio or television; or (c) By telephone or telegraph; (iii) The distribution, circulation, posting, or publishing of any handbill, written advertisement, or other publication which directly or by implication seeks to obtain public support; or (iv) The sale of, offer of, or attempt to sell any advertisement, advertising space, subscription, ticket, or any service or tangible item: (a) In connection with which any appeal is made for any charitable purpose or where the name of any charitable organization is used or referred to in the appeal as an inducement or reason for making the sale; or (b) When or where, in connection with any sale, any statement is made that the whole or any part of the proceeds from the sale will be donated to any charitable purpose. Amended by Act 2017, No. 629,§ 1, eff. 8/1/2017. Acts 1999, No. 1198, § 1.

As used in this subchapter, unless the context otherwise requires:

(1) "Charitable organization" means any person: (A) Who is or holds himself or herself out to be established for: (i) Any benevolent, educational, philanthropic, humane, scientific, patriotic, social welfare or advocacy, public health, environmental conservation, civic, or other eleemosynary purpose; or (ii) The benefit of law enforcement personnel, fire fighters, or other persons who protect the public safety; or (B) Who in any manner employs a charitable appeal as the basis of any solicitation or an appeal which has a tendency to suggest there is a charitable purpose to any solicitation;

(A) Who is or holds himself or herself out to be established for: (i) Any benevolent, educational, philanthropic, humane, scientific, patriotic, social welfare or advocacy, public health, environmental conservation, civic, or other eleemosynary purpose; or (ii) The benefit of law enforcement personnel, fire fighters, or other persons who protect the public safety; or

(i) Any benevolent, educational, philanthropic, humane, scientific, patriotic, social welfare or advocacy, public health, environmental conservation, civic, or other eleemosynary purpose; or

(ii) The benefit of law enforcement personnel, fire fighters, or other persons who protect the public safety; or

(B) Who in any manner employs a charitable appeal as the basis of any solicitation or an appeal which has a tendency to suggest there is a charitable purpose to any solicitation;

(2) "Charitable purpose" means any benevolent, educational, philanthropic, humane, scientific, patriotic, social welfare or advocacy, public health, environmental conservation, civic, or eleemosynary objective;

(3) "Charitable sales promotion" means an advertising or sales campaign conducted by a commercial coventurer which represents that the purchase or use of goods or services offered by the commercial coventurer will benefit a charitable organization or purpose;

(4) "Commercial coventurer" means any person who for profit or other consideration is regularly and primarily engaged in trade or commerce other than in connection with the raising of funds or any other thing of value for a charitable organization and who advertises that the purchase or use of his or her goods, services, entertainment, or any other thing of value normally sold without a charitable appeal will benefit a charitable organization during a charitable sales promotion;

(5) "Contribution" means the grant, promise, or pledge of money, credit, property, financial assistance, or other thing of value in response to a solicitation;

(6) (A) "Fund-raising counsel" means any person who for a flat fixed fee or fixed hourly rate under a written agreement plans, conducts, manages, carries on, advises, or acts as a consultant, whether directly or indirectly, in connection with soliciting contributions for or on behalf of any charitable organization, but who actually solicits no contributions as a part of the services. (B) Fund-raising counsel do not receive or control funds or assets solicited for charitable purposes, nor do they procure or employ any compensated person to do so. (C) No lawyer, investment counselor, or banker who advises a person to make a contribution shall be deemed, as a result of that advice, to be a fund-raising counsel. (D) A bona fide salaried officer or employee of a registered or exempt charitable organization shall not be deemed to be a fund-raising counsel;

(A) "Fund-raising counsel" means any person who for a flat fixed fee or fixed hourly rate under a written agreement plans, conducts, manages, carries on, advises, or acts as a consultant, whether directly or indirectly, in connection with soliciting contributions for or on behalf of any charitable organization, but who actually solicits no contributions as a part of the services.

(B) Fund-raising counsel do not receive or control funds or assets solicited for charitable purposes, nor do they procure or employ any compensated person to do so.

(C) No lawyer, investment counselor, or banker who advises a person to make a contribution shall be deemed, as a result of that advice, to be a fund-raising counsel.

(D) A bona fide salaried officer or employee of a registered or exempt charitable organization shall not be deemed to be a fund-raising counsel;

(7) "Gross revenue" means income of any kind from all sources, including all amounts received as the result of any solicitation by a paid solicitor;

(8) (A) "Membership" means those persons to whom, for payment of fees, dues, assessments, etc., an organization provides services and confers a bona fide right, privilege, professional standing, honor, or other direct benefit in addition to the right to vote, elect officers, or hold offices. (B) The term "membership" shall not include those persons who are granted a membership upon making a contribution as the result of solicitation;

(A) "Membership" means those persons to whom, for payment of fees, dues, assessments, etc., an organization provides services and confers a bona fide right, privilege, professional standing, honor, or other direct benefit in addition to the right to vote, elect officers, or hold offices.

(B) The term "membership" shall not include those persons who are granted a membership upon making a contribution as the result of solicitation;

(9) (A) "Paid solicitor" means a person who for compensation, other than any nonmonetary gift of nominal value awarded to a volunteer solicitor as an incentive or token of appreciation, performs for a charitable organization any service in connection with which contributions are solicited by the person or by any other person he or she employs, procures, or engages to solicit for compensation. (B) A lawyer, investment counselor, or banker who advises a person to make a contribution is not a paid solicitor as a result of that advice. (C) A bona fide nontemporary salaried officer or employee of a charitable organization is not a paid solicitor;

(A) "Paid solicitor" means a person who for compensation, other than any nonmonetary gift of nominal value awarded to a volunteer solicitor as an incentive or token of appreciation, performs for a charitable organization any service in connection with which contributions are solicited by the person or by any other person he or she employs, procures, or engages to solicit for compensation.

(B) A lawyer, investment counselor, or banker who advises a person to make a contribution is not a paid solicitor as a result of that advice.

(C) A bona fide nontemporary salaried officer or employee of a charitable organization is not a paid solicitor;

(10) "Parent organization" means that part of a charitable organization which supervises and exercises control over the solicitation and expenditure activities of one (1) or more chapters, branches, or affiliates;

(11) "Person" means: (A) An individual; (B) A corporation; (C) A limited liability corporation; (D) An association; (E) A partnership; (F) A foundation; or (G) Any other entity, however styled;

(A) An individual;

(B) A corporation;

(C) A limited liability corporation;

(D) An association;

(E) A partnership;

(F) A foundation; or

(G) Any other entity, however styled;

(12) "Professional telemarketer" means any person who is employed or retained for compensation by a paid solicitor to solicit contributions in this state for charitable purposes; and

(13) (A) "Solicitation" means each request, either directly or indirectly, for a contribution on the plea or representation that the contribution will be used for a charitable purpose. (B) "Solicitation" shall be deemed to occur when the request is made, at the place the request is received, whether or not the person making the request actually receives any contribution and includes, without limitation, the following methods of requesting a contribution: (i) Any oral or written request; (ii) Any announcement concerning an appeal or campaign to which the public is requested to make a contribution for any charitable purpose connected therewith: (a) To the press; (b) Over radio or television; or (c) By telephone or telegraph; (iii) The distribution, circulation, posting, or publishing of any handbill, written advertisement, or other publication which directly or by implication seeks to obtain public support; or (iv) The sale of, offer of, or attempt to sell any advertisement, advertising space, subscription, ticket, or any service or tangible item: (a) In connection with which any appeal is made for any charitable purpose or where the name of any charitable organization is used or referred to in the appeal as an inducement or reason for making the sale; or (b) When or where, in connection with any sale, any statement is made that the whole or any part of the proceeds from the sale will be donated to any charitable purpose.

(A) "Solicitation" means each request, either directly or indirectly, for a contribution on the plea or representation that the contribution will be used for a charitable purpose.

(B) "Solicitation" shall be deemed to occur when the request is made, at the place the request is received, whether or not the person making the request actually receives any contribution and includes, without limitation, the following methods of requesting a contribution: (i) Any oral or written request; (ii) Any announcement concerning an appeal or campaign to which the public is requested to make a contribution for any charitable purpose connected therewith: (a) To the press; (b) Over radio or television; or (c) By telephone or telegraph; (iii) The distribution, circulation, posting, or publishing of any handbill, written advertisement, or other publication which directly or by implication seeks to obtain public support; or (iv) The sale of, offer of, or attempt to sell any advertisement, advertising space, subscription, ticket, or any service or tangible item: (a) In connection with which any appeal is made for any charitable purpose or where the name of any charitable organization is used or referred to in the appeal as an inducement or reason for making the sale; or (b) When or where, in connection with any sale, any statement is made that the whole or any part of the proceeds from the sale will be donated to any charitable purpose.

(i) Any oral or written request;

(ii) Any announcement concerning an appeal or campaign to which the public is requested to make a contribution for any charitable purpose connected therewith: (a) To the press; (b) Over radio or television; or (c) By telephone or telegraph;

(a) To the press;

(b) Over radio or television; or

(c) By telephone or telegraph;

(iii) The distribution, circulation, posting, or publishing of any handbill, written advertisement, or other publication which directly or by implication seeks to obtain public support; or

(iv) The sale of, offer of, or attempt to sell any advertisement, advertising space, subscription, ticket, or any service or tangible item: (a) In connection with which any appeal is made for any charitable purpose or where the name of any charitable organization is used or referred to in the appeal as an inducement or reason for making the sale; or (b) When or where, in connection with any sale, any statement is made that the whole or any part of the proceeds from the sale will be donated to any charitable purpose.

(a) In connection with which any appeal is made for any charitable purpose or where the name of any charitable organization is used or referred to in the appeal as an inducement or reason for making the sale; or

(b) When or where, in connection with any sale, any statement is made that the whole or any part of the proceeds from the sale will be donated to any charitable purpose.

Amended by Act 2017, No. 629,§ 1, eff. 8/1/2017.

Acts 1999, No. 1198, § 1.
Ark. Code Ann. § 4-46-105 — AR Code / Title 4 / Chapter 46 / Subchapter 1 / Section 4-46-105
Execution, filing, and recording of statements
Status: in_force

(a) A statement may be filed in the office of the Secretary of State. A certified copy of a statement that is filed in an office in another State may be filed in the office of the Secretary of State. Either filing has the effect provided in this chapter with respect to partnership property located in or transactions that occur in this State. (b) A certified copy of a statement that has been filed in the office of the Secretary of State and recorded in the office for recording transfers of real property has the effect provided for recorded statements in this chapter. A recorded statement that is not a certified copy of a statement filed in the office of the Secretary of State does not have the effect provided for recorded statements in this chapter. (c) A statement filed by a partnership must be executed by at least two partners. Other statements must be executed by a partner or other person authorized by this chapter. An individual who executes a statement as, or on behalf of, a partner or other person named as a partner in a statement shall personally declare under penalty of perjury that the contents of the statement are accurate. (d) A person authorized by this chapter to file a statement may amend or cancel the statement by filing an amendment or cancellation that names the partnership, identifies the statement, and states the substance of the amendment or cancellation. (e) A person who files a statement pursuant to this section shall promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person does not limit the effectiveness of the statement as to a person not a partner. (f) The Secretary of State shall collect a fee for filing or providing a certified copy of a statement. The officer responsible for recording transfers of real property may collect a fee for recording a statement. Acts 1999, No. 1518, § 105.

(a) A statement may be filed in the office of the Secretary of State. A certified copy of a statement that is filed in an office in another State may be filed in the office of the Secretary of State. Either filing has the effect provided in this chapter with respect to partnership property located in or transactions that occur in this State.

(b) A certified copy of a statement that has been filed in the office of the Secretary of State and recorded in the office for recording transfers of real property has the effect provided for recorded statements in this chapter. A recorded statement that is not a certified copy of a statement filed in the office of the Secretary of State does not have the effect provided for recorded statements in this chapter.

(c) A statement filed by a partnership must be executed by at least two partners. Other statements must be executed by a partner or other person authorized by this chapter. An individual who executes a statement as, or on behalf of, a partner or other person named as a partner in a statement shall personally declare under penalty of perjury that the contents of the statement are accurate.

(d) A person authorized by this chapter to file a statement may amend or cancel the statement by filing an amendment or cancellation that names the partnership, identifies the statement, and states the substance of the amendment or cancellation.

(e) A person who files a statement pursuant to this section shall promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person does not limit the effectiveness of the statement as to a person not a partner.

(f) The Secretary of State shall collect a fee for filing or providing a certified copy of a statement. The officer responsible for recording transfers of real property may collect a fee for recording a statement.

Acts 1999, No. 1518, § 105.
Ark. Code Ann. § 4-90-205 — AR Code / Title 4 / Chapter 90 / Subchapter 2 / Section 4-90-205
Service, repair, and replacement
Status: in_force

(a) (1) A person may service, repair, or replace an odometer of a motor vehicle if the mileage registered by the odometer remains the same as before the service, repair, or replacement. (2) If the mileage cannot remain the same: (A) The person shall adjust the odometer to zero; and (B) The owner of the vehicle or agent of the owner shall attach a written notice to the left door frame of the vehicle specifying the mileage before the service, repair, or replacement and the date of the service, repair, or replacement. (b) A person may not, with the intent to defraud, remove or alter a notice attached to a motor vehicle as required by this section. Acts 1995, No. 795, § 4.

(a) (1) A person may service, repair, or replace an odometer of a motor vehicle if the mileage registered by the odometer remains the same as before the service, repair, or replacement. (2) If the mileage cannot remain the same: (A) The person shall adjust the odometer to zero; and (B) The owner of the vehicle or agent of the owner shall attach a written notice to the left door frame of the vehicle specifying the mileage before the service, repair, or replacement and the date of the service, repair, or replacement.

(1) A person may service, repair, or replace an odometer of a motor vehicle if the mileage registered by the odometer remains the same as before the service, repair, or replacement.

(2) If the mileage cannot remain the same: (A) The person shall adjust the odometer to zero; and (B) The owner of the vehicle or agent of the owner shall attach a written notice to the left door frame of the vehicle specifying the mileage before the service, repair, or replacement and the date of the service, repair, or replacement.

(A) The person shall adjust the odometer to zero; and

(B) The owner of the vehicle or agent of the owner shall attach a written notice to the left door frame of the vehicle specifying the mileage before the service, repair, or replacement and the date of the service, repair, or replacement.

(b) A person may not, with the intent to defraud, remove or alter a notice attached to a motor vehicle as required by this section.

Acts 1995, No. 795, § 4.
Ark. Code Ann. § 4-72-601 — AR Code / Title 4 / Chapter 72 / Subchapter 6 / Section 4-72-601
Definitions
Status: in_force

As used in this subchapter, unless the context otherwise requires: (1) "Franchisee" means a person to whom a restaurant franchise is granted; (2) "Franchisor" means a person who grants or has granted a restaurant franchise; and (3) "Restaurant franchise" means a contract or agreement, either express or implied, whether oral or written, between two (2) or more persons, by which: (A) A franchisee is granted the right to engage in the business of offering, selling, or distributing food or beverages intended or suitable for immediate consumption on or off the premises of the franchisee under a marketing plan or system prescribed in substantial part by a franchisor; (B) Operation of the franchisee's business pursuant to that plan or system is substantially associated with the franchisor's trademark, service mark, trade name, logotype, advertising, or other commercial symbol designating the franchisor or its affiliate; and (C) The franchisee pays or is required to pay, directly or indirectly, a franchise fee. Acts 1993, No. 310, § 1.

As used in this subchapter, unless the context otherwise requires:

(1) "Franchisee" means a person to whom a restaurant franchise is granted;

(2) "Franchisor" means a person who grants or has granted a restaurant franchise; and

(3) "Restaurant franchise" means a contract or agreement, either express or implied, whether oral or written, between two (2) or more persons, by which: (A) A franchisee is granted the right to engage in the business of offering, selling, or distributing food or beverages intended or suitable for immediate consumption on or off the premises of the franchisee under a marketing plan or system prescribed in substantial part by a franchisor; (B) Operation of the franchisee's business pursuant to that plan or system is substantially associated with the franchisor's trademark, service mark, trade name, logotype, advertising, or other commercial symbol designating the franchisor or its affiliate; and (C) The franchisee pays or is required to pay, directly or indirectly, a franchise fee.

(A) A franchisee is granted the right to engage in the business of offering, selling, or distributing food or beverages intended or suitable for immediate consumption on or off the premises of the franchisee under a marketing plan or system prescribed in substantial part by a franchisor;

(B) Operation of the franchisee's business pursuant to that plan or system is substantially associated with the franchisor's trademark, service mark, trade name, logotype, advertising, or other commercial symbol designating the franchisor or its affiliate; and

(C) The franchisee pays or is required to pay, directly or indirectly, a franchise fee.

Acts 1993, No. 310, § 1.
Ark. Code Ann. § 4-90-204 — AR Code / Title 4 / Chapter 90 / Subchapter 2 / Section 4-90-204
Preventing tampering
Status: in_force

A person may not: (1) Advertise for sale, sell, use, install, or have installed, a device that makes an odometer of a motor vehicle register a mileage different from the mileage the vehicle was driven, as registered by the odometer within the designed tolerance of the manufacturer of the odometer; (2) Disconnect, reset, alter, or have disconnected, reset, or altered, an odometer of a motor vehicle intending to change the mileage registered by the odometer; (3) With the intent to defraud, operate a motor vehicle on a public street, road, or highway, if the person knows that the odometer of the vehicle is disconnected or not operating; or (4) Conspire to violate any provision of this subchapter. Acts 1995, No. 795, § 3.

A person may not:

(1) Advertise for sale, sell, use, install, or have installed, a device that makes an odometer of a motor vehicle register a mileage different from the mileage the vehicle was driven, as registered by the odometer within the designed tolerance of the manufacturer of the odometer;

(2) Disconnect, reset, alter, or have disconnected, reset, or altered, an odometer of a motor vehicle intending to change the mileage registered by the odometer;

(3) With the intent to defraud, operate a motor vehicle on a public street, road, or highway, if the person knows that the odometer of the vehicle is disconnected or not operating; or

(4) Conspire to violate any provision of this subchapter.

Acts 1995, No. 795, § 3.
Ark. Code Ann. § 4-88-706 — AR Code / Title 4 / Chapter 88 / Subchapter 7 / Section 4-88-706
Rules
Status: in_force

(a) The State Bank Department shall promulgate rules pertaining to the regulation of state-chartered banks and the selling of gift cards. (b) The department shall have authority of the sale of gift cards by state-chartered banks and promulgate rules based on guidance issued by the United States Comptroller of the Currency in the United States Office of the Comptroller of the Currency Bulletin 2006-34 on August 14, 2006. Acts 2007, No. 304, § 1.

(a) The State Bank Department shall promulgate rules pertaining to the regulation of state-chartered banks and the selling of gift cards.

(b) The department shall have authority of the sale of gift cards by state-chartered banks and promulgate rules based on guidance issued by the United States Comptroller of the Currency in the United States Office of the Comptroller of the Currency Bulletin 2006-34 on August 14, 2006.

Acts 2007, No. 304, § 1.
Ark. Code Ann. § 4-38-117 — AR Code / Title 4 / Chapter 38 / Subchapter 1 / Section 4-38-117
Resignation of registered agent
Status: in_force

(a) A registered agent may resign as an agent for a limited liability company or registered foreign limited liability company as directed under § 4-20-111 . (b) A statement of resignation takes effect on the earlier of: (1) the 31st day after the day on which it is filed by the Secretary of State; or (2) the designation of a new registered agent for the limited liability company or registered foreign limited liability company. (c) A registered agent promptly shall furnish to the limited liability company or registered foreign limited liability company notice in a record of the date on which a statement of resignation was filed. (d) When a statement of resignation takes effect, the registered agent ceases to have responsibility under this chapter for any matter thereafter tendered to it as agent for the limited liability company or registered foreign limited liability company. The resignation does not affect any contractual rights the company or foreign company has against the agent or that the agent has against the company or foreign company. (e) A registered agent may resign with respect to a limited liability company or registered foreign limited liability company whether or not the company or foreign company is in good standing. Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.

(a) A registered agent may resign as an agent for a limited liability company or registered foreign limited liability company as directed under § 4-20-111 .

(b) A statement of resignation takes effect on the earlier of: (1) the 31st day after the day on which it is filed by the Secretary of State; or (2) the designation of a new registered agent for the limited liability company or registered foreign limited liability company.

(1) the 31st day after the day on which it is filed by the Secretary of State; or

(2) the designation of a new registered agent for the limited liability company or registered foreign limited liability company.

(c) A registered agent promptly shall furnish to the limited liability company or registered foreign limited liability company notice in a record of the date on which a statement of resignation was filed.

(d) When a statement of resignation takes effect, the registered agent ceases to have responsibility under this chapter for any matter thereafter tendered to it as agent for the limited liability company or registered foreign limited liability company. The resignation does not affect any contractual rights the company or foreign company has against the agent or that the agent has against the company or foreign company.

(e) A registered agent may resign with respect to a limited liability company or registered foreign limited liability company whether or not the company or foreign company is in good standing.

Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Ark. Code Ann. § 4-5-102 — AR Code / Title 4 / Chapter 5 / Section 4-5-102
Definitions
Status: in_force

(a) In this chapter: (1) "Adviser" means a person who, at the request of the issuer, a confirmer, or another adviser, notifies or requests another adviser to notify the beneficiary that a letter of credit has been issued, confirmed, or amended. (2) "Applicant" means a person at whose request or for whose account a letter of credit is issued. The term includes a person who requests an issuer to issue a letter of credit on behalf of another if the person making the request undertakes an obligation to reimburse the issuer. (3) "Beneficiary" means a person who under the terms of a letter of credit is entitled to have its complying presentation honored. The term includes a person to whom drawing rights have been transferred under a transferable letter of credit. (4) "Confirmer" means a nominated person who undertakes, at the request or with the consent of the issuer, to honor a presentation under a letter of credit issued by another. (5) "Dishonor" of a letter of credit means failure timely to honor or to take an interim action, such as acceptance of a draft, that may be required by the letter of credit. (6) "Document" means a draft or other demand, document of title, investment security, certificate, invoice, or other record, statement, or representation of fact, law, right, or opinion (i) which is presented in a written or other medium permitted by the letter of credit or, unless prohibited by the letter of credit, by the standard practice referred to in § 4-5-108(e) and (ii) which is capable of being examined for compliance with the terms and conditions of the letter of credit. A document may not be oral. (7) "Good faith" means honesty in fact in the conduct or transaction concerned. (8) "Honor" of a letter of credit means performance of the issuer's undertaking in the letter of credit to pay or deliver an item of value. Unless the letter of credit otherwise provides, "honor" occurs (i) upon payment, (ii) if the letter of credit provides for acceptance, upon acceptance of a draft and, at maturity, its payment, or (iii) if the letter of credit provides for incurring a deferred obligation, upon incurring the obligation and, at maturity, its performance. (9) "Issuer" means a bank or other person that issues a letter of credit, but does not include an individual who makes an engagement for personal, family, or household purposes. (10) "Letter of credit" means a definite undertaking that satisfies the requirements of § 4-5-104 by an issuer to a beneficiary at the request or for the account of an applicant or, in the case of a financial institution, to itself or for its own account, to honor a documentary presentation by payment or delivery of an item of value. (11) "Nominated person" means a person whom the issuer (i) designates or authorizes to pay, accept, negotiate, or otherwise give value under a letter of credit and (ii) undertakes by agreement or custom and practice to reimburse. (12) "Presentation" means delivery of a document to an issuer or nominated person for honor or giving of value under a letter of credit. (13) "Presenter" means a person making a presentation as or on behalf of a beneficiary or nominated person. (14) "Record" means information that is inscribed on a tangible medium, or that is stored in an electronic or other medium and is retrievable in perceivable form. (15) "Successor of a beneficiary" means a person who succeeds to substantially all of the rights of a beneficiary by operation of law, including a corporation with or into which the beneficiary has been merged or consolidated, an administrator, executor, personal representative, trustee in bankruptcy, debtor in possession, liquidator, and receiver. (b) Definitions in other chapters applying to this chapter and the sections in which they appear are: "Accept" or "acceptance" § 4-3-409 "Value" §§ 4-3-303 , 4-4-211 (c) Chapter 1 of this title contains certain additional general definitions and principles of construction and interpretation applicable throughout this chapter. Acts 1997, No. 1070, § 1.

(a) In this chapter: (1) "Adviser" means a person who, at the request of the issuer, a confirmer, or another adviser, notifies or requests another adviser to notify the beneficiary that a letter of credit has been issued, confirmed, or amended. (2) "Applicant" means a person at whose request or for whose account a letter of credit is issued. The term includes a person who requests an issuer to issue a letter of credit on behalf of another if the person making the request undertakes an obligation to reimburse the issuer. (3) "Beneficiary" means a person who under the terms of a letter of credit is entitled to have its complying presentation honored. The term includes a person to whom drawing rights have been transferred under a transferable letter of credit. (4) "Confirmer" means a nominated person who undertakes, at the request or with the consent of the issuer, to honor a presentation under a letter of credit issued by another. (5) "Dishonor" of a letter of credit means failure timely to honor or to take an interim action, such as acceptance of a draft, that may be required by the letter of credit. (6) "Document" means a draft or other demand, document of title, investment security, certificate, invoice, or other record, statement, or representation of fact, law, right, or opinion (i) which is presented in a written or other medium permitted by the letter of credit or, unless prohibited by the letter of credit, by the standard practice referred to in § 4-5-108(e) and (ii) which is capable of being examined for compliance with the terms and conditions of the letter of credit. A document may not be oral. (7) "Good faith" means honesty in fact in the conduct or transaction concerned. (8) "Honor" of a letter of credit means performance of the issuer's undertaking in the letter of credit to pay or deliver an item of value. Unless the letter of credit otherwise provides, "honor" occurs (i) upon payment, (ii) if the letter of credit provides for acceptance, upon acceptance of a draft and, at maturity, its payment, or (iii) if the letter of credit provides for incurring a deferred obligation, upon incurring the obligation and, at maturity, its performance. (9) "Issuer" means a bank or other person that issues a letter of credit, but does not include an individual who makes an engagement for personal, family, or household purposes. (10) "Letter of credit" means a definite undertaking that satisfies the requirements of § 4-5-104 by an issuer to a beneficiary at the request or for the account of an applicant or, in the case of a financial institution, to itself or for its own account, to honor a documentary presentation by payment or delivery of an item of value. (11) "Nominated person" means a person whom the issuer (i) designates or authorizes to pay, accept, negotiate, or otherwise give value under a letter of credit and (ii) undertakes by agreement or custom and practice to reimburse. (12) "Presentation" means delivery of a document to an issuer or nominated person for honor or giving of value under a letter of credit. (13) "Presenter" means a person making a presentation as or on behalf of a beneficiary or nominated person. (14) "Record" means information that is inscribed on a tangible medium, or that is stored in an electronic or other medium and is retrievable in perceivable form. (15) "Successor of a beneficiary" means a person who succeeds to substantially all of the rights of a beneficiary by operation of law, including a corporation with or into which the beneficiary has been merged or consolidated, an administrator, executor, personal representative, trustee in bankruptcy, debtor in possession, liquidator, and receiver.

(1) "Adviser" means a person who, at the request of the issuer, a confirmer, or another adviser, notifies or requests another adviser to notify the beneficiary that a letter of credit has been issued, confirmed, or amended.

(2) "Applicant" means a person at whose request or for whose account a letter of credit is issued. The term includes a person who requests an issuer to issue a letter of credit on behalf of another if the person making the request undertakes an obligation to reimburse the issuer.

(3) "Beneficiary" means a person who under the terms of a letter of credit is entitled to have its complying presentation honored. The term includes a person to whom drawing rights have been transferred under a transferable letter of credit.

(4) "Confirmer" means a nominated person who undertakes, at the request or with the consent of the issuer, to honor a presentation under a letter of credit issued by another.

(5) "Dishonor" of a letter of credit means failure timely to honor or to take an interim action, such as acceptance of a draft, that may be required by the letter of credit.

(6) "Document" means a draft or other demand, document of title, investment security, certificate, invoice, or other record, statement, or representation of fact, law, right, or opinion (i) which is presented in a written or other medium permitted by the letter of credit or, unless prohibited by the letter of credit, by the standard practice referred to in § 4-5-108(e) and (ii) which is capable of being examined for compliance with the terms and conditions of the letter of credit. A document may not be oral.

(7) "Good faith" means honesty in fact in the conduct or transaction concerned.

(8) "Honor" of a letter of credit means performance of the issuer's undertaking in the letter of credit to pay or deliver an item of value. Unless the letter of credit otherwise provides, "honor" occurs (i) upon payment, (ii) if the letter of credit provides for acceptance, upon acceptance of a draft and, at maturity, its payment, or (iii) if the letter of credit provides for incurring a deferred obligation, upon incurring the obligation and, at maturity, its performance.

(9) "Issuer" means a bank or other person that issues a letter of credit, but does not include an individual who makes an engagement for personal, family, or household purposes.

(10) "Letter of credit" means a definite undertaking that satisfies the requirements of § 4-5-104 by an issuer to a beneficiary at the request or for the account of an applicant or, in the case of a financial institution, to itself or for its own account, to honor a documentary presentation by payment or delivery of an item of value.

(11) "Nominated person" means a person whom the issuer (i) designates or authorizes to pay, accept, negotiate, or otherwise give value under a letter of credit and (ii) undertakes by agreement or custom and practice to reimburse.

(12) "Presentation" means delivery of a document to an issuer or nominated person for honor or giving of value under a letter of credit.

(13) "Presenter" means a person making a presentation as or on behalf of a beneficiary or nominated person.

(14) "Record" means information that is inscribed on a tangible medium, or that is stored in an electronic or other medium and is retrievable in perceivable form.

(15) "Successor of a beneficiary" means a person who succeeds to substantially all of the rights of a beneficiary by operation of law, including a corporation with or into which the beneficiary has been merged or consolidated, an administrator, executor, personal representative, trustee in bankruptcy, debtor in possession, liquidator, and receiver.

(b) Definitions in other chapters applying to this chapter and the sections in which they appear are: "Accept" or "acceptance" § 4-3-409 "Value" §§ 4-3-303 , 4-4-211

"Accept" or "acceptance" § 4-3-409

"Value" §§ 4-3-303 , 4-4-211

(c) Chapter 1 of this title contains certain additional general definitions and principles of construction and interpretation applicable throughout this chapter.

Acts 1997, No. 1070, § 1.
Ark. Code Ann. § 4-113-105 — AR Code / Title 4 / Chapter 113 / Section 4-113-105
[Repealed]
Status: repealed

Repealed by Act 2019, No. 1091,§ 1, eff. 7/24/2019. Repealed by Act 2017, No. 426,§ 2, eff. 8/1/2017. Acts 2007, No. 604, § 1.

Repealed by Act 2019, No. 1091,§ 1, eff. 7/24/2019.

Repealed by Act 2017, No. 426,§ 2, eff. 8/1/2017.

Acts 2007, No. 604, § 1.
Ark. Code Ann. § 4-27-1107 — AR Code / Title 4 / Chapter 27 / Subchapter 11 / Section 4-27-1107
Action on plan of merger by constituent corporation
Status: in_force

(a) Except as provided in subsection (g) of this section and after adopting a plan of merger, the board of directors of each corporation that is a party to the merger shall submit the plan of merger for approval by its shareholders. (b) A plan of merger may be approved if the: (1) Board of directors recommends the plan of merger to the shareholders, unless the board of directors: (A) Determines that because of a conflict of interest or other special circumstances it should make no recommendation; and (B) Communicates the basis for its determination at the time the plan of merger is submitted to the shareholders; and (2) Shareholders entitled to vote approve the plan. (c) The board of directors may condition its submission of the proposed merger on any basis. (d) (1) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with § 4-27-705 . (2) The notice shall: (A) State that a purpose of the meeting is to consider the plan of merger; and (B) Contain or be accompanied by a copy or summary of the plan. (e) Unless this chapter, the articles of incorporation, or the board of directors acting under subsection (c) of this section require a greater vote or a vote by voting groups, the plan of merger to be authorized must be approved by the affirmative vote of the holders of a majority of the outstanding shares entitled to vote, and if by voting group, by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by the voting group. (f) Separate voting by voting groups is required on a plan of merger if the plan contains a provision that, if contained in a proposed amendment to the articles of incorporation, would require action by one (1) or more separate voting groups on the proposed amendment under § 4-27-1004 . (g) Action by the shareholders of the surviving corporation on a plan of merger is not required if: (1) The articles of incorporation of the surviving corporation will not differ except for amendments enumerated in § 4-27-1002 from its articles before the merger; (2) Each shareholder of the surviving corporation whose shares were outstanding immediately before the effective date of the merger will hold the same number of shares or the interest comparable to shares in an entity other than a corporation, with identical designations, preferences, limitations, and relative rights immediately after the merger; (3) The number of voting shares outstanding immediately after the merger plus the number of voting shares issuable as a result of the merger either by the conversion of securities issued pursuant to the merger or by the exercise of rights and warrants issued pursuant to the merger, will not exceed by more than twenty percent (20%) the total number of voting shares of the surviving corporation outstanding immediately before the merger; and (4) The number of participating shares outstanding immediately after the merger plus the number of participating shares issuable as a result of the merger either by the conversion of securities issued pursuant to the merger or by the exercise of rights and warrants issued pursuant to the merger, will not exceed by more than twenty percent (20%) the total number of participating shares outstanding immediately before the merger. (h) As used in subsection (g) of this section: (1) "Participating shares" means shares that entitle their holders to participate without limitation in distributions; and (2) "Voting shares" means shares that entitle their holders to vote unconditionally in elections of directors. (i) Subject to any contractual rights, at any time before articles of merger are filed the planned merger may be abandoned without further shareholder action in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner determined by the board of directors. 2009, No. 408, § 2.

(a) Except as provided in subsection (g) of this section and after adopting a plan of merger, the board of directors of each corporation that is a party to the merger shall submit the plan of merger for approval by its shareholders.

(b) A plan of merger may be approved if the: (1) Board of directors recommends the plan of merger to the shareholders, unless the board of directors: (A) Determines that because of a conflict of interest or other special circumstances it should make no recommendation; and (B) Communicates the basis for its determination at the time the plan of merger is submitted to the shareholders; and (2) Shareholders entitled to vote approve the plan.

(1) Board of directors recommends the plan of merger to the shareholders, unless the board of directors: (A) Determines that because of a conflict of interest or other special circumstances it should make no recommendation; and (B) Communicates the basis for its determination at the time the plan of merger is submitted to the shareholders; and

(A) Determines that because of a conflict of interest or other special circumstances it should make no recommendation; and

(B) Communicates the basis for its determination at the time the plan of merger is submitted to the shareholders; and

(2) Shareholders entitled to vote approve the plan.

(c) The board of directors may condition its submission of the proposed merger on any basis.

(d) (1) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with § 4-27-705 . (2) The notice shall: (A) State that a purpose of the meeting is to consider the plan of merger; and (B) Contain or be accompanied by a copy or summary of the plan.

(1) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with § 4-27-705 .

(2) The notice shall: (A) State that a purpose of the meeting is to consider the plan of merger; and (B) Contain or be accompanied by a copy or summary of the plan.

(A) State that a purpose of the meeting is to consider the plan of merger; and

(B) Contain or be accompanied by a copy or summary of the plan.

(e) Unless this chapter, the articles of incorporation, or the board of directors acting under subsection (c) of this section require a greater vote or a vote by voting groups, the plan of merger to be authorized must be approved by the affirmative vote of the holders of a majority of the outstanding shares entitled to vote, and if by voting group, by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by the voting group.

(f) Separate voting by voting groups is required on a plan of merger if the plan contains a provision that, if contained in a proposed amendment to the articles of incorporation, would require action by one (1) or more separate voting groups on the proposed amendment under § 4-27-1004 .

(g) Action by the shareholders of the surviving corporation on a plan of merger is not required if: (1) The articles of incorporation of the surviving corporation will not differ except for amendments enumerated in § 4-27-1002 from its articles before the merger; (2) Each shareholder of the surviving corporation whose shares were outstanding immediately before the effective date of the merger will hold the same number of shares or the interest comparable to shares in an entity other than a corporation, with identical designations, preferences, limitations, and relative rights immediately after the merger; (3) The number of voting shares outstanding immediately after the merger plus the number of voting shares issuable as a result of the merger either by the conversion of securities issued pursuant to the merger or by the exercise of rights and warrants issued pursuant to the merger, will not exceed by more than twenty percent (20%) the total number of voting shares of the surviving corporation outstanding immediately before the merger; and (4) The number of participating shares outstanding immediately after the merger plus the number of participating shares issuable as a result of the merger either by the conversion of securities issued pursuant to the merger or by the exercise of rights and warrants issued pursuant to the merger, will not exceed by more than twenty percent (20%) the total number of participating shares outstanding immediately before the merger.

(1) The articles of incorporation of the surviving corporation will not differ except for amendments enumerated in § 4-27-1002 from its articles before the merger;

(2) Each shareholder of the surviving corporation whose shares were outstanding immediately before the effective date of the merger will hold the same number of shares or the interest comparable to shares in an entity other than a corporation, with identical designations, preferences, limitations, and relative rights immediately after the merger;

(3) The number of voting shares outstanding immediately after the merger plus the number of voting shares issuable as a result of the merger either by the conversion of securities issued pursuant to the merger or by the exercise of rights and warrants issued pursuant to the merger, will not exceed by more than twenty percent (20%) the total number of voting shares of the surviving corporation outstanding immediately before the merger; and

(4) The number of participating shares outstanding immediately after the merger plus the number of participating shares issuable as a result of the merger either by the conversion of securities issued pursuant to the merger or by the exercise of rights and warrants issued pursuant to the merger, will not exceed by more than twenty percent (20%) the total number of participating shares outstanding immediately before the merger.

(h) As used in subsection (g) of this section: (1) "Participating shares" means shares that entitle their holders to participate without limitation in distributions; and (2) "Voting shares" means shares that entitle their holders to vote unconditionally in elections of directors.

(1) "Participating shares" means shares that entitle their holders to participate without limitation in distributions; and

(2) "Voting shares" means shares that entitle their holders to vote unconditionally in elections of directors.

(i) Subject to any contractual rights, at any time before articles of merger are filed the planned merger may be abandoned without further shareholder action in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner determined by the board of directors.

2009, No. 408, § 2.
Ark. Code Ann. § 4-72-309 — AR Code / Title 4 / Chapter 72 / Subchapter 3 / Section 4-72-309
Liability for failure to repurchase
Status: in_force

If any wholesaler, manufacturer, or distributor fails or refuses to repurchase any inventory covered under the provisions of this subchapter within sixty (60) days after shipment of the inventory, he or she shall be civilly liable for one hundred percent (100%) of the current net price of the inventory, plus any freight charges paid by the retailer, the retailer's attorney's fees, court costs, and interest on the current net price computed at the legal interest rate from the sixty-first day after shipment. Acts 1979, No. 810, § 6; A.S.A. 1947, § 70-824.

If any wholesaler, manufacturer, or distributor fails or refuses to repurchase any inventory covered under the provisions of this subchapter within sixty (60) days after shipment of the inventory, he or she shall be civilly liable for one hundred percent (100%) of the current net price of the inventory, plus any freight charges paid by the retailer, the retailer's attorney's fees, court costs, and interest on the current net price computed at the legal interest rate from the sixty-first day after shipment.

Acts 1979, No. 810, § 6; A.S.A. 1947, § 70-824.
Ark. Code Ann. § 4-47-210 — AR Code / Title 4 / Chapter 47 / Subchapter 2 / Section 4-47-210
Annual report for Secretary of State
Status: in_force

(a) A limited partnership or a foreign limited partnership authorized to transact business in this State shall deliver to the Secretary of State for filing an annual report that states: (1) the name of the limited partnership or foreign limited partnership; (2) the street and mailing address of its designated office and the information concerning its agent for service of process required by § 4-20-105(a) ; (3) in the case of a foreign limited partnership, the street and mailing address of its principal office; and (4) in the case of a foreign limited partnership, the State or other jurisdiction under whose law the foreign limited partnership is formed and any alternate name adopted under § 4-47-905(a) . (b) Information in an annual report must be current as of the date the annual report is delivered to the Secretary of State for filing. (c) The first annual report must be delivered to the Secretary of State by August 1 of the year following the calendar year in which a limited partnership was formed or a foreign limited partnership was authorized to transact business. An annual report must be delivered to the Secretary of State by August 1 of each subsequent calendar year. (d) If an annual report does not contain the information required in subsection (a), the Secretary of State shall promptly notify the reporting limited partnership or foreign limited partnership and return the report to it for correction. If the report is corrected to contain the information required in subsection (a) and delivered to the Secretary of State within 30 days after the effective date of the notice, it is timely delivered. (e) If a filed annual report contains an address of the designated office or information provided under subdivision (a)(2) of this section which differs from the information shown in the records of the Secretary of State immediately before the filing, the differing information in the annual report is considered a statement of change under § 4-20-108 . (f) If on or before January 31 of each year, a domestic limited partnership or a foreign limited partnership has not filed an annual disclosure statement, the Secretary of State shall proclaim: (1) the corporate charter or authority of the domestic limited partnership or foreign limited partnership as not current; and (2) that according to the Secretary of State's records, the domestic limited partnership or foreign limited partnership is delinquent in the filing of the annual disclosure statement for the prior year. (g) (1) A domestic limited partnership or foreign limited partnership whose charter or authority to do business in this state is declared not current under subdivision (f)(1) of this section shall be reinstated to all its rights, powers, and property after the domestic limited partnership or foreign limited partnership files an annual disclosure statement for the previous four (4) years that were delinquent. (2) The annual disclosure statement filed under subdivision (g)(1) of this section shall be satisfactory to the Secretary of State. (3) Reinstatement of the domestic limited partnership or foreign limited partnership under subdivision (g)(1) of this section shall be retroactive to the time that the domestic limited partnership's or foreign limited partnership's authority to do business in this state was declared as not current. (h) (1) Reinstatement under subsection (g) of this section shall not be allowed after five (5) years from the date the charter or authority to do business in this state was declared not current under subdivision (f)(1) of this section. (2) After five (5) years, the domestic limited partnership or foreign limited partnership shall be statutorily dissolved and the domestic limited partnership or foreign limited partnership name shall become available immediately for use by another entity if deemed available by the Secretary of State. Amended by Act 2023, No. 715,§ 3, eff. 8/1/2023. Acts 2007, No. 15, § 1; 2007, No. 638, § 62; 2009, No. 814, § 10.

(a) A limited partnership or a foreign limited partnership authorized to transact business in this State shall deliver to the Secretary of State for filing an annual report that states: (1) the name of the limited partnership or foreign limited partnership; (2) the street and mailing address of its designated office and the information concerning its agent for service of process required by § 4-20-105(a) ; (3) in the case of a foreign limited partnership, the street and mailing address of its principal office; and (4) in the case of a foreign limited partnership, the State or other jurisdiction under whose law the foreign limited partnership is formed and any alternate name adopted under § 4-47-905(a) .

(1) the name of the limited partnership or foreign limited partnership;

(2) the street and mailing address of its designated office and the information concerning its agent for service of process required by § 4-20-105(a) ;

(3) in the case of a foreign limited partnership, the street and mailing address of its principal office; and

(4) in the case of a foreign limited partnership, the State or other jurisdiction under whose law the foreign limited partnership is formed and any alternate name adopted under § 4-47-905(a) .

(b) Information in an annual report must be current as of the date the annual report is delivered to the Secretary of State for filing.

(c) The first annual report must be delivered to the Secretary of State by August 1 of the year following the calendar year in which a limited partnership was formed or a foreign limited partnership was authorized to transact business. An annual report must be delivered to the Secretary of State by August 1 of each subsequent calendar year.

(d) If an annual report does not contain the information required in subsection (a), the Secretary of State shall promptly notify the reporting limited partnership or foreign limited partnership and return the report to it for correction. If the report is corrected to contain the information required in subsection (a) and delivered to the Secretary of State within 30 days after the effective date of the notice, it is timely delivered.

(e) If a filed annual report contains an address of the designated office or information provided under subdivision (a)(2) of this section which differs from the information shown in the records of the Secretary of State immediately before the filing, the differing information in the annual report is considered a statement of change under § 4-20-108 .

(f) If on or before January 31 of each year, a domestic limited partnership or a foreign limited partnership has not filed an annual disclosure statement, the Secretary of State shall proclaim: (1) the corporate charter or authority of the domestic limited partnership or foreign limited partnership as not current; and (2) that according to the Secretary of State's records, the domestic limited partnership or foreign limited partnership is delinquent in the filing of the annual disclosure statement for the prior year.

(1) the corporate charter or authority of the domestic limited partnership or foreign limited partnership as not current; and

(2) that according to the Secretary of State's records, the domestic limited partnership or foreign limited partnership is delinquent in the filing of the annual disclosure statement for the prior year.

(g) (1) A domestic limited partnership or foreign limited partnership whose charter or authority to do business in this state is declared not current under subdivision (f)(1) of this section shall be reinstated to all its rights, powers, and property after the domestic limited partnership or foreign limited partnership files an annual disclosure statement for the previous four (4) years that were delinquent. (2) The annual disclosure statement filed under subdivision (g)(1) of this section shall be satisfactory to the Secretary of State. (3) Reinstatement of the domestic limited partnership or foreign limited partnership under subdivision (g)(1) of this section shall be retroactive to the time that the domestic limited partnership's or foreign limited partnership's authority to do business in this state was declared as not current.

(1) A domestic limited partnership or foreign limited partnership whose charter or authority to do business in this state is declared not current under subdivision (f)(1) of this section shall be reinstated to all its rights, powers, and property after the domestic limited partnership or foreign limited partnership files an annual disclosure statement for the previous four (4) years that were delinquent.

(2) The annual disclosure statement filed under subdivision (g)(1) of this section shall be satisfactory to the Secretary of State.

(3) Reinstatement of the domestic limited partnership or foreign limited partnership under subdivision (g)(1) of this section shall be retroactive to the time that the domestic limited partnership's or foreign limited partnership's authority to do business in this state was declared as not current.

(h) (1) Reinstatement under subsection (g) of this section shall not be allowed after five (5) years from the date the charter or authority to do business in this state was declared not current under subdivision (f)(1) of this section. (2) After five (5) years, the domestic limited partnership or foreign limited partnership shall be statutorily dissolved and the domestic limited partnership or foreign limited partnership name shall become available immediately for use by another entity if deemed available by the Secretary of State.

(1) Reinstatement under subsection (g) of this section shall not be allowed after five (5) years from the date the charter or authority to do business in this state was declared not current under subdivision (f)(1) of this section.

(2) After five (5) years, the domestic limited partnership or foreign limited partnership shall be statutorily dissolved and the domestic limited partnership or foreign limited partnership name shall become available immediately for use by another entity if deemed available by the Secretary of State.

Amended by Act 2023, No. 715,§ 3, eff. 8/1/2023.

Acts 2007, No. 15, § 1; 2007, No. 638, § 62; 2009, No. 814, § 10.
Ark. Code Ann. § 4-26-206 — AR Code / Title 4 / Chapter 26 / Subchapter 2 / Section 4-26-206
Prerequisite to commencing business
Status: in_force

A corporation shall not transact any business or incur any indebtedness, except such as shall be incidental to its organization or to obtaining subscriptions to or payment for its shares until there has been paid in for the issuance of shares consideration of the value of at least three hundred dollars ($300). Acts 1965, No. 576, § 57; A.S.A. 1947, § 64-504.

A corporation shall not transact any business or incur any indebtedness, except such as shall be incidental to its organization or to obtaining subscriptions to or payment for its shares until there has been paid in for the issuance of shares consideration of the value of at least three hundred dollars ($300).

Acts 1965, No. 576, § 57; A.S.A. 1947, § 64-504.
Ark. Code Ann. § 4-26-604 — AR Code / Title 4 / Chapter 26 / Subchapter 6 / Section 4-26-604
Consideration for shares generally
Status: in_force

(a) Shares having a par value may be issued for such consideration expressed in dollars or as a formula or method for determining a price in dollars as shall be fixed or determined from time to time by the board of directors or by any person designated by the board of directors unless the articles of incorporation reserve to the shareholders the right to fix the consideration, however, the consideration shall not be less than the par value of the shares issued therefor. In the event that such right is reserved as to any shares, the shareholders shall, prior to the issuance of such shares, fix the consideration to be received for those shares by a vote of the holders of a majority of all shares entitled to vote thereon. (b) Shares without par value may be issued for such consideration expressed in dollars or as a formula or method for determining a price in dollars as shall be fixed or determined from time to time by the board of directors or by any person or persons designated by the board of directors unless the articles of incorporation reserve to the shareholders the right to fix the consideration. In the event that such right is reserved as to any shares, the shareholders shall, prior to the issuance of those shares, fix the consideration to be received for those shares, by a vote of the holders of a majority of all shares entitled to vote thereon. (c) Treasury shares may be disposed of by the corporation for such consideration expressed in dollars as may be fixed from time to time by the board of directors. (d) That part of the surplus of a corporation which is transferred to stated capital upon the issuance of shares as a share dividend shall be deemed to be pro tanto the consideration for the issuance of the shares. (e) In the event of a conversion of shares or in the event of an exchange of shares with or without par value for the same or a different number of shares with or without par value, whether of the same or a different class, the consideration for the shares so issued in exchange or conversion shall be deemed to be: (1) The stated capital then represented by the shares so exchanged or converted; and (2) That part of surplus, if any, transferred to stated capital upon the issuance of shares for the shares so exchanged or converted; and (3) Any additional consideration paid to the corporation upon the issuance of shares for the shares so exchanged or converted. (f) The board of directors, without shareholder approval, may authorize the issuance of shares or securities for the business owned by or for the shares or securities of another corporation in such manner as the board of directors may deem advisable and may cause the acquired business or the acquired shares or securities to be assigned, conveyed, or transferred directly to any subsidiary of the issuing parent corporation, provided the issuing parent corporation owns ninety percent (90%) or more of each class of the outstanding shares of the subsidiary after the transaction. Acts 1965, No. 576, § 19; 1971, No. 240, § 1; 1983, No. 716, § 1; A.S.A. 1947, § 64-204.

(a) Shares having a par value may be issued for such consideration expressed in dollars or as a formula or method for determining a price in dollars as shall be fixed or determined from time to time by the board of directors or by any person designated by the board of directors unless the articles of incorporation reserve to the shareholders the right to fix the consideration, however, the consideration shall not be less than the par value of the shares issued therefor. In the event that such right is reserved as to any shares, the shareholders shall, prior to the issuance of such shares, fix the consideration to be received for those shares by a vote of the holders of a majority of all shares entitled to vote thereon.

(b) Shares without par value may be issued for such consideration expressed in dollars or as a formula or method for determining a price in dollars as shall be fixed or determined from time to time by the board of directors or by any person or persons designated by the board of directors unless the articles of incorporation reserve to the shareholders the right to fix the consideration. In the event that such right is reserved as to any shares, the shareholders shall, prior to the issuance of those shares, fix the consideration to be received for those shares, by a vote of the holders of a majority of all shares entitled to vote thereon.

(c) Treasury shares may be disposed of by the corporation for such consideration expressed in dollars as may be fixed from time to time by the board of directors.

(d) That part of the surplus of a corporation which is transferred to stated capital upon the issuance of shares as a share dividend shall be deemed to be pro tanto the consideration for the issuance of the shares.

(e) In the event of a conversion of shares or in the event of an exchange of shares with or without par value for the same or a different number of shares with or without par value, whether of the same or a different class, the consideration for the shares so issued in exchange or conversion shall be deemed to be: (1) The stated capital then represented by the shares so exchanged or converted; and (2) That part of surplus, if any, transferred to stated capital upon the issuance of shares for the shares so exchanged or converted; and (3) Any additional consideration paid to the corporation upon the issuance of shares for the shares so exchanged or converted.

(1) The stated capital then represented by the shares so exchanged or converted; and

(2) That part of surplus, if any, transferred to stated capital upon the issuance of shares for the shares so exchanged or converted; and

(3) Any additional consideration paid to the corporation upon the issuance of shares for the shares so exchanged or converted.

(f) The board of directors, without shareholder approval, may authorize the issuance of shares or securities for the business owned by or for the shares or securities of another corporation in such manner as the board of directors may deem advisable and may cause the acquired business or the acquired shares or securities to be assigned, conveyed, or transferred directly to any subsidiary of the issuing parent corporation, provided the issuing parent corporation owns ninety percent (90%) or more of each class of the outstanding shares of the subsidiary after the transaction.

Acts 1965, No. 576, § 19; 1971, No. 240, § 1; 1983, No. 716, § 1; A.S.A. 1947, § 64-204.
Ark. Code Ann. § 4-47-408 — AR Code / Title 4 / Chapter 47 / Subchapter 4 / Section 4-47-408
General standards of general partner's conduct
Status: in_force

(a) The only fiduciary duties that a general partner has to the limited partnership and the other partners are the duties of loyalty and care under subsections (b) and (c). (b) A general partner's duty of loyalty to the limited partnership and the other partners is limited to the following: (1) to account to the limited partnership and hold as trustee for it any property, profit, or benefit derived by the general partner in the conduct and winding up of the limited partnership's activities or derived from a use by the general partner of limited partnership property, including the appropriation of a limited partnership opportunity; (2) to refrain from dealing with the limited partnership in the conduct or winding up of the limited partnership's activities as or on behalf of a party having an interest adverse to the limited partnership; and (3) to refrain from competing with the limited partnership in the conduct or winding up of the limited partnership's activities. (c) A general partner's duty of care to the limited partnership and the other partners in the conduct and winding up of the limited partnership's activities is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law. (d) A general partner shall discharge the duties to the partnership and the other partners under this chapter or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing. (e) A general partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the general partner's conduct furthers the general partner's own interests. Acts 2007, No. 15, § 1.

(a) The only fiduciary duties that a general partner has to the limited partnership and the other partners are the duties of loyalty and care under subsections (b) and (c).

(b) A general partner's duty of loyalty to the limited partnership and the other partners is limited to the following: (1) to account to the limited partnership and hold as trustee for it any property, profit, or benefit derived by the general partner in the conduct and winding up of the limited partnership's activities or derived from a use by the general partner of limited partnership property, including the appropriation of a limited partnership opportunity; (2) to refrain from dealing with the limited partnership in the conduct or winding up of the limited partnership's activities as or on behalf of a party having an interest adverse to the limited partnership; and (3) to refrain from competing with the limited partnership in the conduct or winding up of the limited partnership's activities.

(1) to account to the limited partnership and hold as trustee for it any property, profit, or benefit derived by the general partner in the conduct and winding up of the limited partnership's activities or derived from a use by the general partner of limited partnership property, including the appropriation of a limited partnership opportunity;

(2) to refrain from dealing with the limited partnership in the conduct or winding up of the limited partnership's activities as or on behalf of a party having an interest adverse to the limited partnership; and

(3) to refrain from competing with the limited partnership in the conduct or winding up of the limited partnership's activities.

(c) A general partner's duty of care to the limited partnership and the other partners in the conduct and winding up of the limited partnership's activities is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.

(d) A general partner shall discharge the duties to the partnership and the other partners under this chapter or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing.

(e) A general partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the general partner's conduct furthers the general partner's own interests.

Acts 2007, No. 15, § 1.
Ark. Code Ann. § 4-38-601 — AR Code / Title 4 / Chapter 38 / Subchapter 6 / Section 4-38-601
Power to dissociate as member - Wrongful dissociation
Status: in_force

(a) A person has the power to dissociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by express will under § 4-38-602(1) . (b) A person's dissociation as a member is wrongful only if the dissociation: (1) is in breach of an express provision of the operating agreement; or (2) occurs before the completion of the winding up of the limited liability company and: (A) the person withdraws as a member by express will; (B) the person is expelled as a member by judicial order under § 4-38-602(6) ; (C) the person is dissociated under § 4-38-602(8) ; or (D) in the case of a person that is not a trust other than a business trust, an estate, or an individual, the person is expelled or otherwise dissociated as a member because it willfully dissolved or terminated. (c) A person that wrongfully dissociates as a member is liable to the limited liability company and, subject to § 4-38-801 , to the other members for damages caused by the dissociation. The liability is in addition to any debt, obligation, or other liability of the member to the company or the other members. Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.

(a) A person has the power to dissociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by express will under § 4-38-602(1) .

(b) A person's dissociation as a member is wrongful only if the dissociation: (1) is in breach of an express provision of the operating agreement; or (2) occurs before the completion of the winding up of the limited liability company and: (A) the person withdraws as a member by express will; (B) the person is expelled as a member by judicial order under § 4-38-602(6) ; (C) the person is dissociated under § 4-38-602(8) ; or (D) in the case of a person that is not a trust other than a business trust, an estate, or an individual, the person is expelled or otherwise dissociated as a member because it willfully dissolved or terminated.

(1) is in breach of an express provision of the operating agreement; or

(2) occurs before the completion of the winding up of the limited liability company and: (A) the person withdraws as a member by express will; (B) the person is expelled as a member by judicial order under § 4-38-602(6) ; (C) the person is dissociated under § 4-38-602(8) ; or (D) in the case of a person that is not a trust other than a business trust, an estate, or an individual, the person is expelled or otherwise dissociated as a member because it willfully dissolved or terminated.

(A) the person withdraws as a member by express will;

(B) the person is expelled as a member by judicial order under § 4-38-602(6) ;

(C) the person is dissociated under § 4-38-602(8) ; or

(D) in the case of a person that is not a trust other than a business trust, an estate, or an individual, the person is expelled or otherwise dissociated as a member because it willfully dissolved or terminated.

(c) A person that wrongfully dissociates as a member is liable to the limited liability company and, subject to § 4-38-801 , to the other members for damages caused by the dissociation. The liability is in addition to any debt, obligation, or other liability of the member to the company or the other members.

Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Ark. Code Ann. § 4-46-302 — AR Code / Title 4 / Chapter 46 / Subchapter 3 / Section 4-46-302
Transfer of partnership property
Status: in_force

(a) Partnership property may be transferred as follows: (1) Subject to the effect of a statement of partnership authority under § 4-46-303 , partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name. (2) Partnership property held in the name of one or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held. (3) Partnership property held in the name of one or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held. (b) A partnership may recover partnership property from a transferee only if it proves that execution of the instrument of initial transfer did not bind the partnership under § 4-46-301 and: (1) as to a subsequent transferee who gave value for property transferred under subdivision (a)(1) and (2) of this section, proves that the subsequent transferee knew or had received a notification that the person who executed the instrument of initial transfer lacked authority to bind the partnership; or (2) as to a transferee who gave value for property transferred under subdivision (a)(3) of this section, proves that the transferee knew or had received a notification that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership. (c) A partnership may not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property, under subsection (b) of this section, from any earlier transferee of the property. (d) If a person holds all of the partners' interests in the partnership, all of the partnership property vests in that person. The person may execute a document in the name of the partnership to evidence vesting of the property in that person and may file or record the document. Acts 1999, No. 1518, § 302.

(a) Partnership property may be transferred as follows: (1) Subject to the effect of a statement of partnership authority under § 4-46-303 , partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name. (2) Partnership property held in the name of one or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held. (3) Partnership property held in the name of one or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.

(1) Subject to the effect of a statement of partnership authority under § 4-46-303 , partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name.

(2) Partnership property held in the name of one or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.

(3) Partnership property held in the name of one or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.

(b) A partnership may recover partnership property from a transferee only if it proves that execution of the instrument of initial transfer did not bind the partnership under § 4-46-301 and: (1) as to a subsequent transferee who gave value for property transferred under subdivision (a)(1) and (2) of this section, proves that the subsequent transferee knew or had received a notification that the person who executed the instrument of initial transfer lacked authority to bind the partnership; or (2) as to a transferee who gave value for property transferred under subdivision (a)(3) of this section, proves that the transferee knew or had received a notification that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership.

(1) as to a subsequent transferee who gave value for property transferred under subdivision (a)(1) and (2) of this section, proves that the subsequent transferee knew or had received a notification that the person who executed the instrument of initial transfer lacked authority to bind the partnership; or

(2) as to a transferee who gave value for property transferred under subdivision (a)(3) of this section, proves that the transferee knew or had received a notification that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership.

(c) A partnership may not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property, under subsection (b) of this section, from any earlier transferee of the property.

(d) If a person holds all of the partners' interests in the partnership, all of the partnership property vests in that person. The person may execute a document in the name of the partnership to evidence vesting of the property in that person and may file or record the document.

Acts 1999, No. 1518, § 302.
Ark. Code Ann. § 4-70-104 — AR Code / Title 4 / Chapter 70 / Subchapter 1 / Section 4-70-104
Heavy equipment rental recovery fee - Definitions
Status: in_force

(a) As used in this section: (1) "Heavy equipment property" means personal property owned by a business classified within sectors 532310 or 532412 of the North American Industry Classification System, as in effect on January 1, 2017; (2) "Rental" or "renting" means the rental by a dealer of heavy equipment property: (A) For a period of less than one (1) year or for an undefined period; or (B) Under a contract with unlimited terms; and (3) "Rental charge" means the total charge for the rental of heavy equipment property, excluding any separately itemized costs representing charges for related nonrental items, including without limitation pickup and delivery, fuel, or a damage waiver. (b) Except as provided in subsection (c) of this section, a person in the business of renting heavy equipment property in this state may include in a rental agreement or on a rental invoice a recovery fee of one and twenty-five-hundredths percent (1.25%) of the rental charge for the rental of an item of heavy equipment property to a customer located in the state. (c) The recovery fee provided for in this section shall: (1) Not be collected on a rental of heavy equipment property to the United States or this state, including without limitation a county, city, town, agency, board, commission, or institution of this state; and (2) Be exempt from state and local sales and use taxes. (d) A business that collects a recovery fee as provided in this section shall: (1) Account for and hold the recovery fees separately from all other business receipts; (2) Use the amount of the recovery fee collected under this section solely to pay ad valorem taxes levied on the business's tangible personal property located in this state; and (3) (A) By February 15 of each year, remit to the county in which the business was assessed ad valorem taxes on heavy equipment property any recovery fees collected in the immediately preceding calendar year that exceed the aggregate ad valorem taxes that the business actually paid in that calendar year on the heavy equipment property of the business. (B) If a business that collects a recovery fee under this section pays ad valorem taxes on heavy equipment property in more than one (1) county, the business shall remit any excess recovery fees not used to pay ad valorem taxes on heavy equipment property of the business to each county based on the ratio of ad valorem taxes paid to the county in the immediately preceding calendar year on the heavy equipment property of the business to the total of all ad valorem taxes paid in any county in the immediately preceding calendar year on heavy equipment property of the business. (e) This section does not exempt heavy equipment property from ad valorem taxes. Added by Act 2017, No. 394,§ 1, eff. 1/1/2018.

(a) As used in this section: (1) "Heavy equipment property" means personal property owned by a business classified within sectors 532310 or 532412 of the North American Industry Classification System, as in effect on January 1, 2017; (2) "Rental" or "renting" means the rental by a dealer of heavy equipment property: (A) For a period of less than one (1) year or for an undefined period; or (B) Under a contract with unlimited terms; and (3) "Rental charge" means the total charge for the rental of heavy equipment property, excluding any separately itemized costs representing charges for related nonrental items, including without limitation pickup and delivery, fuel, or a damage waiver.

(1) "Heavy equipment property" means personal property owned by a business classified within sectors 532310 or 532412 of the North American Industry Classification System, as in effect on January 1, 2017;

(2) "Rental" or "renting" means the rental by a dealer of heavy equipment property: (A) For a period of less than one (1) year or for an undefined period; or (B) Under a contract with unlimited terms; and

(A) For a period of less than one (1) year or for an undefined period; or

(B) Under a contract with unlimited terms; and

(3) "Rental charge" means the total charge for the rental of heavy equipment property, excluding any separately itemized costs representing charges for related nonrental items, including without limitation pickup and delivery, fuel, or a damage waiver.

(b) Except as provided in subsection (c) of this section, a person in the business of renting heavy equipment property in this state may include in a rental agreement or on a rental invoice a recovery fee of one and twenty-five-hundredths percent (1.25%) of the rental charge for the rental of an item of heavy equipment property to a customer located in the state.

(c) The recovery fee provided for in this section shall: (1) Not be collected on a rental of heavy equipment property to the United States or this state, including without limitation a county, city, town, agency, board, commission, or institution of this state; and (2) Be exempt from state and local sales and use taxes.

(1) Not be collected on a rental of heavy equipment property to the United States or this state, including without limitation a county, city, town, agency, board, commission, or institution of this state; and

(2) Be exempt from state and local sales and use taxes.

(d) A business that collects a recovery fee as provided in this section shall: (1) Account for and hold the recovery fees separately from all other business receipts; (2) Use the amount of the recovery fee collected under this section solely to pay ad valorem taxes levied on the business's tangible personal property located in this state; and (3) (A) By February 15 of each year, remit to the county in which the business was assessed ad valorem taxes on heavy equipment property any recovery fees collected in the immediately preceding calendar year that exceed the aggregate ad valorem taxes that the business actually paid in that calendar year on the heavy equipment property of the business. (B) If a business that collects a recovery fee under this section pays ad valorem taxes on heavy equipment property in more than one (1) county, the business shall remit any excess recovery fees not used to pay ad valorem taxes on heavy equipment property of the business to each county based on the ratio of ad valorem taxes paid to the county in the immediately preceding calendar year on the heavy equipment property of the business to the total of all ad valorem taxes paid in any county in the immediately preceding calendar year on heavy equipment property of the business.

(1) Account for and hold the recovery fees separately from all other business receipts;

(2) Use the amount of the recovery fee collected under this section solely to pay ad valorem taxes levied on the business's tangible personal property located in this state; and

(3) (A) By February 15 of each year, remit to the county in which the business was assessed ad valorem taxes on heavy equipment property any recovery fees collected in the immediately preceding calendar year that exceed the aggregate ad valorem taxes that the business actually paid in that calendar year on the heavy equipment property of the business. (B) If a business that collects a recovery fee under this section pays ad valorem taxes on heavy equipment property in more than one (1) county, the business shall remit any excess recovery fees not used to pay ad valorem taxes on heavy equipment property of the business to each county based on the ratio of ad valorem taxes paid to the county in the immediately preceding calendar year on the heavy equipment property of the business to the total of all ad valorem taxes paid in any county in the immediately preceding calendar year on heavy equipment property of the business.

(A) By February 15 of each year, remit to the county in which the business was assessed ad valorem taxes on heavy equipment property any recovery fees collected in the immediately preceding calendar year that exceed the aggregate ad valorem taxes that the business actually paid in that calendar year on the heavy equipment property of the business.

(B) If a business that collects a recovery fee under this section pays ad valorem taxes on heavy equipment property in more than one (1) county, the business shall remit any excess recovery fees not used to pay ad valorem taxes on heavy equipment property of the business to each county based on the ratio of ad valorem taxes paid to the county in the immediately preceding calendar year on the heavy equipment property of the business to the total of all ad valorem taxes paid in any county in the immediately preceding calendar year on heavy equipment property of the business.

(e) This section does not exempt heavy equipment property from ad valorem taxes.

Added by Act 2017, No. 394,§ 1, eff. 1/1/2018.
Ark. Code Ann. § 4-46-906 — AR Code / Title 4 / Chapter 46 / Subchapter 9 / Section 4-46-906
Merger
Status: in_force

(a) A partnership may merge with one (1) or more other constituent organizations under this section and §§ 4-46-907 - 4-46-909 and a plan of merger if: (1) The governing statute of each of the other organizations authorizes the merger; (2) The merger is not prohibited by the law of a jurisdiction that enacted any of the governing statutes; and (3) Each of the other organizations complies with its governing statute in effecting the merger. (b) A plan of merger must be in a record and must include: (1) The name and form of each constituent organization; (2) The name and form of the surviving organization; (3) The terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration; and (4) Any amendments to be made by the merger to the surviving organization's organizational documents. Acts 2009, No. 408, § 6.

(a) A partnership may merge with one (1) or more other constituent organizations under this section and §§ 4-46-907 - 4-46-909 and a plan of merger if: (1) The governing statute of each of the other organizations authorizes the merger; (2) The merger is not prohibited by the law of a jurisdiction that enacted any of the governing statutes; and (3) Each of the other organizations complies with its governing statute in effecting the merger.

(1) The governing statute of each of the other organizations authorizes the merger;

(2) The merger is not prohibited by the law of a jurisdiction that enacted any of the governing statutes; and

(3) Each of the other organizations complies with its governing statute in effecting the merger.

(b) A plan of merger must be in a record and must include: (1) The name and form of each constituent organization; (2) The name and form of the surviving organization; (3) The terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration; and (4) Any amendments to be made by the merger to the surviving organization's organizational documents.

(1) The name and form of each constituent organization;

(2) The name and form of the surviving organization;

(3) The terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration; and

(4) Any amendments to be made by the merger to the surviving organization's organizational documents.

Acts 2009, No. 408, § 6.
Ark. Code Ann. § 4-38-503 — AR Code / Title 4 / Chapter 38 / Subchapter 5 / Section 4-38-503
Charging order
Status: in_force

(a) On application to a court of competent jurisdiction by a judgment creditor of a member or transferee, the court may charge the transferable interest with payment of the unsatisfied amount of the judgment with interest. A charging order constitutes a lien on a judgment debtor's transferable interest and requires the limited liability company to pay over to the person to which the charging order was issued any distribution that otherwise would be paid to the judgment creditor. (b) On application to a court of competent jurisdiction by a judgment creditor of a member or transferee against whose transferable interest a charging order was issued, and a showing to the satisfaction of the court that one (1) or more members of the limited liability company have engaged in bad faith or intentional misconduct in managing the limited liability company's operations or finances so as to reduce or eliminate distributions to the judgment debtor, and thereby effectively defeat the charging order, the court may foreclose the lien and order the sale of the judgment debtor's transferrable interest. Except as otherwise provided in subsection (c), the purchaser at the foreclosure sale obtains only the transferable interest, does not thereby become a member, and is subject to § 4-38-502 . At any time before foreclosure under this subsection (b), the member or transferee whose transferable interest is subject to a charging order under subsection (a) may extinguish the charging order by satisfying the judgment and filing a certified copy of the satisfaction with the court that issued the charging order. At any time before foreclosure under this subsection (b), a limited liability company or one (1) or more members whose transferable interests are not subject to the charging order may pay to the judgment creditor the full amount due under the judgment and thereby succeed to the rights of the judgment creditor, including the charging order. (c) On application to a court of competent jurisdiction by a judgment creditor of the sole member of a limited liability company against whose transferable interest a charging order was issued, and a showing to the satisfaction of the court that distributions under a charging order will not pay the judgment debt within a reasonable time, the court may foreclose the lien and order the sale of the transferable interest. If a court orders foreclosure of a charging order lien against the sole member of a limited liability company: (1) the court shall confirm the sale; (2) the purchaser at the sale obtains the member's entire interest, not only the member's transferable interest; (3) the purchaser thereby becomes a member; and (4) the person whose interest was subject to the foreclosed charging order is dissociated as a member. (d) This section: (1) (A) Shall not operate to invalidate any provision of any written agreement between a member and a creditor, including without limitation a security agreement, assignment, or other instrument giving the creditor a security interest in, or assignment of, the transferable interest, where at the time the written agreement, security agreement, assignment, or other instrument was executed by the member and the creditor, the member's executing such written agreement, security agreement, assignment, or other instrument did not violate a provision of the limited liability company's certificate of organization or operating agreement. (B) Except as provided in subsection (c), the foreclosure of a charging order does not grant the creditor who receives the transferable interest any rights in the transferable interest beyond the rights of a transferee; (2) (A) Provides the exclusive remedy by which a judgment creditor of a member or a transferee of a member may satisfy a judgment out of the member's interest in the limited liability company, where the limited liability company has more than one (1) member. (B) (i) In the case of a limited liability company with more than one (1) member, other remedies, including without limitation foreclosure on the member's interest, except as provided in subsection (b), or a court order for directions, accounts, and inquiries that the debtor or member might have made, are not available to the judgment creditor attempting to satisfy the judgment out of the judgment debtor's transferable interest in the limited liability company; and (3) Does not deprive a member of the benefit of any exemption applicable to his or her interest. Amended by Act 2023, No. 795,§ 2, eff. 8/1/2023. Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.

(a) On application to a court of competent jurisdiction by a judgment creditor of a member or transferee, the court may charge the transferable interest with payment of the unsatisfied amount of the judgment with interest. A charging order constitutes a lien on a judgment debtor's transferable interest and requires the limited liability company to pay over to the person to which the charging order was issued any distribution that otherwise would be paid to the judgment creditor.

(b) On application to a court of competent jurisdiction by a judgment creditor of a member or transferee against whose transferable interest a charging order was issued, and a showing to the satisfaction of the court that one (1) or more members of the limited liability company have engaged in bad faith or intentional misconduct in managing the limited liability company's operations or finances so as to reduce or eliminate distributions to the judgment debtor, and thereby effectively defeat the charging order, the court may foreclose the lien and order the sale of the judgment debtor's transferrable interest. Except as otherwise provided in subsection (c), the purchaser at the foreclosure sale obtains only the transferable interest, does not thereby become a member, and is subject to § 4-38-502 . At any time before foreclosure under this subsection (b), the member or transferee whose transferable interest is subject to a charging order under subsection (a) may extinguish the charging order by satisfying the judgment and filing a certified copy of the satisfaction with the court that issued the charging order. At any time before foreclosure under this subsection (b), a limited liability company or one (1) or more members whose transferable interests are not subject to the charging order may pay to the judgment creditor the full amount due under the judgment and thereby succeed to the rights of the judgment creditor, including the charging order.

(c) On application to a court of competent jurisdiction by a judgment creditor of the sole member of a limited liability company against whose transferable interest a charging order was issued, and a showing to the satisfaction of the court that distributions under a charging order will not pay the judgment debt within a reasonable time, the court may foreclose the lien and order the sale of the transferable interest. If a court orders foreclosure of a charging order lien against the sole member of a limited liability company: (1) the court shall confirm the sale; (2) the purchaser at the sale obtains the member's entire interest, not only the member's transferable interest; (3) the purchaser thereby becomes a member; and (4) the person whose interest was subject to the foreclosed charging order is dissociated as a member.

(1) the court shall confirm the sale;

(2) the purchaser at the sale obtains the member's entire interest, not only the member's transferable interest;

(3) the purchaser thereby becomes a member; and

(4) the person whose interest was subject to the foreclosed charging order is dissociated as a member.

(d) This section: (1) (A) Shall not operate to invalidate any provision of any written agreement between a member and a creditor, including without limitation a security agreement, assignment, or other instrument giving the creditor a security interest in, or assignment of, the transferable interest, where at the time the written agreement, security agreement, assignment, or other instrument was executed by the member and the creditor, the member's executing such written agreement, security agreement, assignment, or other instrument did not violate a provision of the limited liability company's certificate of organization or operating agreement. (B) Except as provided in subsection (c), the foreclosure of a charging order does not grant the creditor who receives the transferable interest any rights in the transferable interest beyond the rights of a transferee; (2) (A) Provides the exclusive remedy by which a judgment creditor of a member or a transferee of a member may satisfy a judgment out of the member's interest in the limited liability company, where the limited liability company has more than one (1) member. (B) (i) In the case of a limited liability company with more than one (1) member, other remedies, including without limitation foreclosure on the member's interest, except as provided in subsection (b), or a court order for directions, accounts, and inquiries that the debtor or member might have made, are not available to the judgment creditor attempting to satisfy the judgment out of the judgment debtor's transferable interest in the limited liability company; and (3) Does not deprive a member of the benefit of any exemption applicable to his or her interest.

(1) (A) Shall not operate to invalidate any provision of any written agreement between a member and a creditor, including without limitation a security agreement, assignment, or other instrument giving the creditor a security interest in, or assignment of, the transferable interest, where at the time the written agreement, security agreement, assignment, or other instrument was executed by the member and the creditor, the member's executing such written agreement, security agreement, assignment, or other instrument did not violate a provision of the limited liability company's certificate of organization or operating agreement. (B) Except as provided in subsection (c), the foreclosure of a charging order does not grant the creditor who receives the transferable interest any rights in the transferable interest beyond the rights of a transferee;

(A) Shall not operate to invalidate any provision of any written agreement between a member and a creditor, including without limitation a security agreement, assignment, or other instrument giving the creditor a security interest in, or assignment of, the transferable interest, where at the time the written agreement, security agreement, assignment, or other instrument was executed by the member and the creditor, the member's executing such written agreement, security agreement, assignment, or other instrument did not violate a provision of the limited liability company's certificate of organization or operating agreement.

(B) Except as provided in subsection (c), the foreclosure of a charging order does not grant the creditor who receives the transferable interest any rights in the transferable interest beyond the rights of a transferee;

(2) (A) Provides the exclusive remedy by which a judgment creditor of a member or a transferee of a member may satisfy a judgment out of the member's interest in the limited liability company, where the limited liability company has more than one (1) member. (B) (i) In the case of a limited liability company with more than one (1) member, other remedies, including without limitation foreclosure on the member's interest, except as provided in subsection (b), or a court order for directions, accounts, and inquiries that the debtor or member might have made, are not available to the judgment creditor attempting to satisfy the judgment out of the judgment debtor's transferable interest in the limited liability company; and

(A) Provides the exclusive remedy by which a judgment creditor of a member or a transferee of a member may satisfy a judgment out of the member's interest in the limited liability company, where the limited liability company has more than one (1) member.

(B) (i) In the case of a limited liability company with more than one (1) member, other remedies, including without limitation foreclosure on the member's interest, except as provided in subsection (b), or a court order for directions, accounts, and inquiries that the debtor or member might have made, are not available to the judgment creditor attempting to satisfy the judgment out of the judgment debtor's transferable interest in the limited liability company; and

(i) In the case of a limited liability company with more than one (1) member, other remedies, including without limitation foreclosure on the member's interest, except as provided in subsection (b), or a court order for directions, accounts, and inquiries that the debtor or member might have made, are not available to the judgment creditor attempting to satisfy the judgment out of the judgment debtor's transferable interest in the limited liability company; and

(3) Does not deprive a member of the benefit of any exemption applicable to his or her interest.

Amended by Act 2023, No. 795,§ 2, eff. 8/1/2023.

Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Ark. Code Ann. § 4-75-203 — AR Code / Title 4 / Chapter 75 / Subchapter 2 / Section 4-75-203
Construction
Status: in_force

This subchapter shall be literally construed so that its beneficial purposes may be subserved. Acts 1937, No. 253, § 13; Pope's Dig., § 14323; A.S.A. 1947, § 70-313.

This subchapter shall be literally construed so that its beneficial purposes may be subserved.

Acts 1937, No. 253, § 13; Pope's Dig., § 14323; A.S.A. 1947, § 70-313.
Ark. Code Ann. § 4-99-103 — AR Code / Title 4 / Chapter 99 / Subchapter 1 / Section 4-99-103
Definitions
Status: in_force

As used in this chapter: (1) "Caller identification service" means a service offered by a telecommunications provider that provides caller identification information to a device capable of displaying the information; (2) "Item" means any goods and services and includes coupon books which are to be used with businesses other than the seller's business; (3) "Owner" means a person who owns or controls ten percent (10%) or more of the equity of or otherwise has claim to ten percent (10%) or more of the net income of a telephonic seller; (4) "Person" includes an individual, firm, association, corporation, partnership, joint venture, or any other business entity; (5) "Principal" means an owner, an executive officer of a corporation, a general partner of a partnership, a sole proprietor of a sole proprietorship, a trustee of a trust, or any other individual with similar supervisory functions with respect to any person; (6) "Purchaser" or "prospective purchaser" means a person who is solicited to become or does become obligated to a telephonic seller; (7) "Salesperson" means any individual employed, appointed, or authorized by a telephonic seller, whether referred to by the telephonic seller as an "agent", "representative", or "independent contractor", who attempts to solicit or solicits a sale on behalf of the telephonic seller. The principals of a seller are themselves salespersons if they solicit sales on behalf of the telephonic seller; and (8) "Telephonic seller" or "seller" means a person who on his or her own behalf or through salespersons causes a telephone solicitation or attempted telephone solicitation to occur which meets the criteria specified in subdivision (8)(A) or subdivision (8)(B) of this section, and who is not exempted by subdivision (8)(C) of this section, as follows: (A) A telephone solicitation or attempted telephone solicitation wherein the telephonic seller initiates telephonic contact with a prospective purchaser and represents or implies one (1) or more of the following: (i) That a prospective purchaser who buys one (1) or more items will also receive additional or other items, whether or not of the same type as purchased, without further cost. For purposes of this subdivision (8)(A)(i), "further cost" does not include actual postage or common carrier delivery charges, if any; (ii) That a prospective purchaser will receive a prize or gift if the person also encourages the prospective purchaser to do either of the following: (a) Purchase or rent any goods or services; or (b) Pay any money, including, but not limited to, a delivery or handling charge; (iii) That a prospective purchaser is able to obtain any item or service at a price which the seller states or implies is below the regular price of the item or service offered. This subdivision (8)(A)(iii) shall not apply to retailers who within the previous twelve (12) months have sold a majority of their goods or services through in-person sales at retail stores; (iv) That the seller is a person other than the person he or she is; or (v) That the items for sale are manufactured or supplied by a person other than the actual manufacturer or supplier; (B) (i) A solicitation or attempted solicitation which is made by telephone in response to inquiries generated by unrequested notifications sent by the seller to persons who have not previously purchased goods or services from the seller or who have not previously requested credit from the seller to a prospective purchaser wherein the seller represents or implies to the recipient of the notification that any of the following applies to the recipient: (a) That the recipient has in any manner been specially selected to receive the notification or the offer contained in the notification; (b) That the recipient will receive a prize, gift, or award if the recipient calls the seller; or (c) That, if the recipient buys one (1) or more items from the seller, the recipient will also receive additional or other items, whether or not of the same type as purchased, without further cost or at a cost which the seller states or implies is less than the regular price of such items. (ii) This subdivision (8)(B) does not apply to the solicitation of sales by a catalogue seller who periodically issues and delivers catalogues to potential purchasers by mail or by other means. This exception only applies if the catalogue includes a written description or illustration and the sales price of each item or merchandise offered for sale includes at least twenty-four (24) full pages of written material or illustrations, is distributed in more than one (1) state, and has an annual circulation of no fewer than two hundred fifty thousand (250,000) customers; and (C) As used in this chapter, "telephonic seller" or "seller" does not include any of the following: (i) A person offering or selling a security and who is registered pursuant to § 23-42-301 et seq.; (ii) A person offering or selling insurance and who is licensed pursuant to § 23-64-201 et seq.; (iii) A person primarily soliciting the sale of a newspaper of general circulation, a magazine, or membership in a book or record club whose program operates in conformity with § 4-89-101 et seq. and the Arkansas Mail and Telephone Consumer Product Promotion Fair Practices Act, § 4-95-101 et seq.; (iv) A person soliciting business from prospective purchasers who have previously purchased from the business enterprise for which the person is calling; (v) (a) A person soliciting without the intent to complete and who does not complete the sales presentation during the telephone solicitation but completes the sales presentation at a later face-to-face meeting between the solicitor and the prospective purchaser. (b) However, if a seller, directly following a telephone solicitation, causes an individual whose primary purpose it is to go to the prospective purchaser to collect the payment or deliver any item purchased, this exemption does not apply; (vi) Any supervised financial institution or parent, subsidiary, or affiliate thereof. As used in this subdivision (8)(C)(vi), "supervised financial institution" means any commercial bank, trust company, savings and loan association, credit union, industrial loan company, personal property broker, consumer finance lender, commercial finance lender, or insurer, provided that the institution is subject to the supervision of an official or agency of this state or of the United States; (vii) Any burial association operating pursuant to the authority of § 23-78-101 et seq.; (viii) A person or an affiliate of a person whose business is regulated by the Arkansas Public Service Commission; (ix) An issuer or a subsidiary of an issuer that has a class of securities which is subject to and which is either registered or exempt from registration under § 23-42-401 et seq.; (x) A person soliciting a transaction regulated by the United States Commodity Futures Trading Commission if the person is registered or temporarily licensed for this activity with the United States Commodity Futures Trading Commission under the Commodity Exchange Act, 7 U.S.C. § 1 et seq., and the registration or license has not expired or been suspended or revoked; or (xi) A person soliciting a transaction directed to a purchaser holding a permit pursuant to the Arkansas Gross Receipts Act of 1941, § 26-52-101 et seq., and in which the solicitation deals with goods of a type that are subject to resale by the purchaser. Amended by Act 2017, No. 728,§ 1, eff. 1/1/2018. Acts 1993, No. 137, §§ 2, 3; 1995, No. 440, § 1; 2003, No. 1465, § 3.

As used in this chapter:

(1) "Caller identification service" means a service offered by a telecommunications provider that provides caller identification information to a device capable of displaying the information;

(2) "Item" means any goods and services and includes coupon books which are to be used with businesses other than the seller's business;

(3) "Owner" means a person who owns or controls ten percent (10%) or more of the equity of or otherwise has claim to ten percent (10%) or more of the net income of a telephonic seller;

(4) "Person" includes an individual, firm, association, corporation, partnership, joint venture, or any other business entity;

(5) "Principal" means an owner, an executive officer of a corporation, a general partner of a partnership, a sole proprietor of a sole proprietorship, a trustee of a trust, or any other individual with similar supervisory functions with respect to any person;

(6) "Purchaser" or "prospective purchaser" means a person who is solicited to become or does become obligated to a telephonic seller;

(7) "Salesperson" means any individual employed, appointed, or authorized by a telephonic seller, whether referred to by the telephonic seller as an "agent", "representative", or "independent contractor", who attempts to solicit or solicits a sale on behalf of the telephonic seller. The principals of a seller are themselves salespersons if they solicit sales on behalf of the telephonic seller; and

(8) "Telephonic seller" or "seller" means a person who on his or her own behalf or through salespersons causes a telephone solicitation or attempted telephone solicitation to occur which meets the criteria specified in subdivision (8)(A) or subdivision (8)(B) of this section, and who is not exempted by subdivision (8)(C) of this section, as follows: (A) A telephone solicitation or attempted telephone solicitation wherein the telephonic seller initiates telephonic contact with a prospective purchaser and represents or implies one (1) or more of the following: (i) That a prospective purchaser who buys one (1) or more items will also receive additional or other items, whether or not of the same type as purchased, without further cost. For purposes of this subdivision (8)(A)(i), "further cost" does not include actual postage or common carrier delivery charges, if any; (ii) That a prospective purchaser will receive a prize or gift if the person also encourages the prospective purchaser to do either of the following: (a) Purchase or rent any goods or services; or (b) Pay any money, including, but not limited to, a delivery or handling charge; (iii) That a prospective purchaser is able to obtain any item or service at a price which the seller states or implies is below the regular price of the item or service offered. This subdivision (8)(A)(iii) shall not apply to retailers who within the previous twelve (12) months have sold a majority of their goods or services through in-person sales at retail stores; (iv) That the seller is a person other than the person he or she is; or (v) That the items for sale are manufactured or supplied by a person other than the actual manufacturer or supplier; (B) (i) A solicitation or attempted solicitation which is made by telephone in response to inquiries generated by unrequested notifications sent by the seller to persons who have not previously purchased goods or services from the seller or who have not previously requested credit from the seller to a prospective purchaser wherein the seller represents or implies to the recipient of the notification that any of the following applies to the recipient: (a) That the recipient has in any manner been specially selected to receive the notification or the offer contained in the notification; (b) That the recipient will receive a prize, gift, or award if the recipient calls the seller; or (c) That, if the recipient buys one (1) or more items from the seller, the recipient will also receive additional or other items, whether or not of the same type as purchased, without further cost or at a cost which the seller states or implies is less than the regular price of such items. (ii) This subdivision (8)(B) does not apply to the solicitation of sales by a catalogue seller who periodically issues and delivers catalogues to potential purchasers by mail or by other means. This exception only applies if the catalogue includes a written description or illustration and the sales price of each item or merchandise offered for sale includes at least twenty-four (24) full pages of written material or illustrations, is distributed in more than one (1) state, and has an annual circulation of no fewer than two hundred fifty thousand (250,000) customers; and (C) As used in this chapter, "telephonic seller" or "seller" does not include any of the following: (i) A person offering or selling a security and who is registered pursuant to § 23-42-301 et seq.; (ii) A person offering or selling insurance and who is licensed pursuant to § 23-64-201 et seq.; (iii) A person primarily soliciting the sale of a newspaper of general circulation, a magazine, or membership in a book or record club whose program operates in conformity with § 4-89-101 et seq. and the Arkansas Mail and Telephone Consumer Product Promotion Fair Practices Act, § 4-95-101 et seq.; (iv) A person soliciting business from prospective purchasers who have previously purchased from the business enterprise for which the person is calling; (v) (a) A person soliciting without the intent to complete and who does not complete the sales presentation during the telephone solicitation but completes the sales presentation at a later face-to-face meeting between the solicitor and the prospective purchaser. (b) However, if a seller, directly following a telephone solicitation, causes an individual whose primary purpose it is to go to the prospective purchaser to collect the payment or deliver any item purchased, this exemption does not apply; (vi) Any supervised financial institution or parent, subsidiary, or affiliate thereof. As used in this subdivision (8)(C)(vi), "supervised financial institution" means any commercial bank, trust company, savings and loan association, credit union, industrial loan company, personal property broker, consumer finance lender, commercial finance lender, or insurer, provided that the institution is subject to the supervision of an official or agency of this state or of the United States; (vii) Any burial association operating pursuant to the authority of § 23-78-101 et seq.; (viii) A person or an affiliate of a person whose business is regulated by the Arkansas Public Service Commission; (ix) An issuer or a subsidiary of an issuer that has a class of securities which is subject to and which is either registered or exempt from registration under § 23-42-401 et seq.; (x) A person soliciting a transaction regulated by the United States Commodity Futures Trading Commission if the person is registered or temporarily licensed for this activity with the United States Commodity Futures Trading Commission under the Commodity Exchange Act, 7 U.S.C. § 1 et seq., and the registration or license has not expired or been suspended or revoked; or (xi) A person soliciting a transaction directed to a purchaser holding a permit pursuant to the Arkansas Gross Receipts Act of 1941, § 26-52-101 et seq., and in which the solicitation deals with goods of a type that are subject to resale by the purchaser.

(A) A telephone solicitation or attempted telephone solicitation wherein the telephonic seller initiates telephonic contact with a prospective purchaser and represents or implies one (1) or more of the following: (i) That a prospective purchaser who buys one (1) or more items will also receive additional or other items, whether or not of the same type as purchased, without further cost. For purposes of this subdivision (8)(A)(i), "further cost" does not include actual postage or common carrier delivery charges, if any; (ii) That a prospective purchaser will receive a prize or gift if the person also encourages the prospective purchaser to do either of the following: (a) Purchase or rent any goods or services; or (b) Pay any money, including, but not limited to, a delivery or handling charge; (iii) That a prospective purchaser is able to obtain any item or service at a price which the seller states or implies is below the regular price of the item or service offered. This subdivision (8)(A)(iii) shall not apply to retailers who within the previous twelve (12) months have sold a majority of their goods or services through in-person sales at retail stores; (iv) That the seller is a person other than the person he or she is; or (v) That the items for sale are manufactured or supplied by a person other than the actual manufacturer or supplier;

(i) That a prospective purchaser who buys one (1) or more items will also receive additional or other items, whether or not of the same type as purchased, without further cost. For purposes of this subdivision (8)(A)(i), "further cost" does not include actual postage or common carrier delivery charges, if any;

(ii) That a prospective purchaser will receive a prize or gift if the person also encourages the prospective purchaser to do either of the following: (a) Purchase or rent any goods or services; or (b) Pay any money, including, but not limited to, a delivery or handling charge;

(a) Purchase or rent any goods or services; or

(b) Pay any money, including, but not limited to, a delivery or handling charge;

(iii) That a prospective purchaser is able to obtain any item or service at a price which the seller states or implies is below the regular price of the item or service offered. This subdivision (8)(A)(iii) shall not apply to retailers who within the previous twelve (12) months have sold a majority of their goods or services through in-person sales at retail stores;

(iv) That the seller is a person other than the person he or she is; or

(v) That the items for sale are manufactured or supplied by a person other than the actual manufacturer or supplier;

(B) (i) A solicitation or attempted solicitation which is made by telephone in response to inquiries generated by unrequested notifications sent by the seller to persons who have not previously purchased goods or services from the seller or who have not previously requested credit from the seller to a prospective purchaser wherein the seller represents or implies to the recipient of the notification that any of the following applies to the recipient: (a) That the recipient has in any manner been specially selected to receive the notification or the offer contained in the notification; (b) That the recipient will receive a prize, gift, or award if the recipient calls the seller; or (c) That, if the recipient buys one (1) or more items from the seller, the recipient will also receive additional or other items, whether or not of the same type as purchased, without further cost or at a cost which the seller states or implies is less than the regular price of such items. (ii) This subdivision (8)(B) does not apply to the solicitation of sales by a catalogue seller who periodically issues and delivers catalogues to potential purchasers by mail or by other means. This exception only applies if the catalogue includes a written description or illustration and the sales price of each item or merchandise offered for sale includes at least twenty-four (24) full pages of written material or illustrations, is distributed in more than one (1) state, and has an annual circulation of no fewer than two hundred fifty thousand (250,000) customers; and

(i) A solicitation or attempted solicitation which is made by telephone in response to inquiries generated by unrequested notifications sent by the seller to persons who have not previously purchased goods or services from the seller or who have not previously requested credit from the seller to a prospective purchaser wherein the seller represents or implies to the recipient of the notification that any of the following applies to the recipient: (a) That the recipient has in any manner been specially selected to receive the notification or the offer contained in the notification; (b) That the recipient will receive a prize, gift, or award if the recipient calls the seller; or (c) That, if the recipient buys one (1) or more items from the seller, the recipient will also receive additional or other items, whether or not of the same type as purchased, without further cost or at a cost which the seller states or implies is less than the regular price of such items.

(a) That the recipient has in any manner been specially selected to receive the notification or the offer contained in the notification;

(b) That the recipient will receive a prize, gift, or award if the recipient calls the seller; or

(c) That, if the recipient buys one (1) or more items from the seller, the recipient will also receive additional or other items, whether or not of the same type as purchased, without further cost or at a cost which the seller states or implies is less than the regular price of such items.

(ii) This subdivision (8)(B) does not apply to the solicitation of sales by a catalogue seller who periodically issues and delivers catalogues to potential purchasers by mail or by other means. This exception only applies if the catalogue includes a written description or illustration and the sales price of each item or merchandise offered for sale includes at least twenty-four (24) full pages of written material or illustrations, is distributed in more than one (1) state, and has an annual circulation of no fewer than two hundred fifty thousand (250,000) customers; and

(C) As used in this chapter, "telephonic seller" or "seller" does not include any of the following: (i) A person offering or selling a security and who is registered pursuant to § 23-42-301 et seq.; (ii) A person offering or selling insurance and who is licensed pursuant to § 23-64-201 et seq.; (iii) A person primarily soliciting the sale of a newspaper of general circulation, a magazine, or membership in a book or record club whose program operates in conformity with § 4-89-101 et seq. and the Arkansas Mail and Telephone Consumer Product Promotion Fair Practices Act, § 4-95-101 et seq.; (iv) A person soliciting business from prospective purchasers who have previously purchased from the business enterprise for which the person is calling; (v) (a) A person soliciting without the intent to complete and who does not complete the sales presentation during the telephone solicitation but completes the sales presentation at a later face-to-face meeting between the solicitor and the prospective purchaser. (b) However, if a seller, directly following a telephone solicitation, causes an individual whose primary purpose it is to go to the prospective purchaser to collect the payment or deliver any item purchased, this exemption does not apply; (vi) Any supervised financial institution or parent, subsidiary, or affiliate thereof. As used in this subdivision (8)(C)(vi), "supervised financial institution" means any commercial bank, trust company, savings and loan association, credit union, industrial loan company, personal property broker, consumer finance lender, commercial finance lender, or insurer, provided that the institution is subject to the supervision of an official or agency of this state or of the United States; (vii) Any burial association operating pursuant to the authority of § 23-78-101 et seq.; (viii) A person or an affiliate of a person whose business is regulated by the Arkansas Public Service Commission; (ix) An issuer or a subsidiary of an issuer that has a class of securities which is subject to and which is either registered or exempt from registration under § 23-42-401 et seq.; (x) A person soliciting a transaction regulated by the United States Commodity Futures Trading Commission if the person is registered or temporarily licensed for this activity with the United States Commodity Futures Trading Commission under the Commodity Exchange Act, 7 U.S.C. § 1 et seq., and the registration or license has not expired or been suspended or revoked; or (xi) A person soliciting a transaction directed to a purchaser holding a permit pursuant to the Arkansas Gross Receipts Act of 1941, § 26-52-101 et seq., and in which the solicitation deals with goods of a type that are subject to resale by the purchaser.

(i) A person offering or selling a security and who is registered pursuant to § 23-42-301 et seq.;

(ii) A person offering or selling insurance and who is licensed pursuant to § 23-64-201 et seq.;

(iii) A person primarily soliciting the sale of a newspaper of general circulation, a magazine, or membership in a book or record club whose program operates in conformity with § 4-89-101 et seq. and the Arkansas Mail and Telephone Consumer Product Promotion Fair Practices Act, § 4-95-101 et seq.;

(iv) A person soliciting business from prospective purchasers who have previously purchased from the business enterprise for which the person is calling;

(v) (a) A person soliciting without the intent to complete and who does not complete the sales presentation during the telephone solicitation but completes the sales presentation at a later face-to-face meeting between the solicitor and the prospective purchaser. (b) However, if a seller, directly following a telephone solicitation, causes an individual whose primary purpose it is to go to the prospective purchaser to collect the payment or deliver any item purchased, this exemption does not apply;

(a) A person soliciting without the intent to complete and who does not complete the sales presentation during the telephone solicitation but completes the sales presentation at a later face-to-face meeting between the solicitor and the prospective purchaser.

(b) However, if a seller, directly following a telephone solicitation, causes an individual whose primary purpose it is to go to the prospective purchaser to collect the payment or deliver any item purchased, this exemption does not apply;

(vi) Any supervised financial institution or parent, subsidiary, or affiliate thereof. As used in this subdivision (8)(C)(vi), "supervised financial institution" means any commercial bank, trust company, savings and loan association, credit union, industrial loan company, personal property broker, consumer finance lender, commercial finance lender, or insurer, provided that the institution is subject to the supervision of an official or agency of this state or of the United States;

(vii) Any burial association operating pursuant to the authority of § 23-78-101 et seq.;

(viii) A person or an affiliate of a person whose business is regulated by the Arkansas Public Service Commission;

(ix) An issuer or a subsidiary of an issuer that has a class of securities which is subject to and which is either registered or exempt from registration under § 23-42-401 et seq.;

(x) A person soliciting a transaction regulated by the United States Commodity Futures Trading Commission if the person is registered or temporarily licensed for this activity with the United States Commodity Futures Trading Commission under the Commodity Exchange Act, 7 U.S.C. § 1 et seq., and the registration or license has not expired or been suspended or revoked; or

(xi) A person soliciting a transaction directed to a purchaser holding a permit pursuant to the Arkansas Gross Receipts Act of 1941, § 26-52-101 et seq., and in which the solicitation deals with goods of a type that are subject to resale by the purchaser.

Amended by Act 2017, No. 728,§ 1, eff. 1/1/2018.

Acts 1993, No. 137, §§ 2, 3; 1995, No. 440, § 1; 2003, No. 1465, § 3.
Ark. Code Ann. § 4-76-108 — AR Code / Title 4 / Chapter 76 / Section 4-76-108
Application
Status: in_force

(a) This chapter shall not apply to contracts between performing rights societies and broadcasters licensed by the Federal Communications Commission or to contracts with cable operators, programmers, or other transmission services. (b) This chapter does not apply to investigations by law enforcement officers or other persons concerning a suspected violation of § 5-37-510(c) . Acts 1997, No. 648, § 8.

(a) This chapter shall not apply to contracts between performing rights societies and broadcasters licensed by the Federal Communications Commission or to contracts with cable operators, programmers, or other transmission services.

(b) This chapter does not apply to investigations by law enforcement officers or other persons concerning a suspected violation of § 5-37-510(c) .

Acts 1997, No. 648, § 8.