reglab/housing_qa huggingface dataset:
AR Code § 4-46-905 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 4 - Partnerships|Chapter 46 - Uniform Partnership Act (1996)|Subchapter 9 - Conversion and Merger|§ 4-46-905. Effect of conversion

 (a) An organization that has been converted under this subchapter is for all purposes the same entity that existed before the conversion.  (b) When a conversion takes effect:  (1) All property owned by the converting organization remains vested in the converted organization;  (2) All debts, liabilities, and other obligations of the converting organization continue as obligations of the converted organization;  (3) An action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred;  (4) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization;  (5) Except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect; and  (6) Except as otherwise agreed, the conversion does not dissolve a converting partnership under § 4-46-801 et seq.    (c)  (1) A converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by the converting partnership, if before the conversion the converting partnership was subject to suit in this state on the obligation.  (2) A converted organization that is a foreign organization and not authorized to transact business in this state may be served with process under § 4-20-113 if the converted organization:  (A) Fails to appoint an agent for service of process under § 4-20-112;  (B) No longer has an agent for service of process; or  (C) Has an agent for service of process that cannot with reasonable diligence be served.
AR Code § 4-46-906 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 4 - Partnerships|Chapter 46 - Uniform Partnership Act (1996)|Subchapter 9 - Conversion and Merger|§ 4-46-906. Merger

 (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.
AR Code § 4-46-907 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 4 - Partnerships|Chapter 46 - Uniform Partnership Act (1996)|Subchapter 9 - Conversion and Merger|§ 4-46-907. Action on plan of merger by constituent partnership

 (a) Subject to § 4-46-910, a plan of merger must be consented to by all of the partners of a constituent partnership.  (b) Subject to § 4-46-910 and to any contractual rights, until a merger is filed under § 4-46-908, a constituent partnership may amend the plan or abandon the planned merger:  (1) As provided in the plan; and  (2) Except as prohibited by the plan, with the same consent required to approve the plan.
AR Code § 4-46-908 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 4 - Partnerships|Chapter 46 - Uniform Partnership Act (1996)|Subchapter 9 - Conversion and Merger|§ 4-46-908. Filings required for merger — Effective date

 (a) After each constituent organization has approved a merger, articles of merger must be signed by an authorized representative of each constituent organization and filed with the Secretary of State.  (b) The articles of merger shall include:  (1) The name and form of each constituent organization and the jurisdiction of its governing statute;  (2) The name and form of the surviving organization and the jurisdiction of its governing statute;  (3) The date the merger is effective under the governing statute of the surviving organization;  (4) Any amendments provided for in the plan of merger for the organizational document of the surviving organization if the organizational document is required to be filed by the governing statute of the surviving organization;  (5) A statement as to each constituent organization that the merger was approved as required by the organization's governing statute;  (6) A statement confirming that the surviving organization has filed a statement appointing an agent for service of process under § 4-20-112 if the surviving organization is a foreign organization not authorized to transact business in this state; and  (7)  (A) A copy of the plan of merger; or  (B) A statement that:  (i) Contains the address of an office of the organization where the plan of merger is on file; and  (ii) A copy of the plan of merger will be furnished by the surviving organization on request and without cost to any shareholder, member, partner, or other owner of any constituent organization; and      (8) Any additional information required by the governing statute of any constituent organization.    (c) A merger becomes effective under this subchapter:  (1) If the surviving organization is a partnership, upon the later of:  (A) Compliance with subsection (a) of this section; or  (B) As specified in the articles of merger; or    (2) If the surviving organization is not a partnership, as provided by the governing statute of the surviving organization.
AR Code § 4-46-909 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 4 - Partnerships|Chapter 46 - Uniform Partnership Act (1996)|Subchapter 9 - Conversion and Merger|§ 4-46-909. Effect of merger

 (a) When a merger becomes effective:  (1) The surviving organization continues or comes into existence;  (2) Each constituent organization that merges into the surviving organization ceases to exist as a separate entity;  (3) All property owned by each constituent organization that ceases to exist vests in the surviving organization;  (4) All debts, liabilities, and other obligations of each constituent organization that ceases to exist continue as obligations of the surviving organization;  (5) An action or proceeding pending by or against a constituent organization that ceases to exist may continue as if the merger had not occurred;  (6) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization;  (7) Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect;  (8) Except as otherwise agreed, if a constituent partnership ceases to exist, the merger does not dissolve the partnership under § 4-46-801 et seq.; and  (9) Any amendments provided for in the articles of merger for the organizational documents of the surviving organization become effective.    (b)  (1) A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by a constituent organization, if before the merger the constituent organization was subject to suit in this state on the obligation.  (2) A surviving organization that is a foreign organization and not authorized to transact business in this state may be served with process under § 4-20-113 if the surviving organization:  (A) Fails to appoint an agent for service of process under § 4-20-112;  (B) No longer has an agent for service of process; or  (C) Has an agent for service of process that cannot with reasonable diligence be served.
AR Code § 4-46-910 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 4 - Partnerships|Chapter 46 - Uniform Partnership Act (1996)|Subchapter 9 - Conversion and Merger|§ 4-46-910. Restrictions on approval of conversions and mergers and on relinquishing limited liability partnership status

 (a) If a partner of a converting or constituent partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or merger are ineffective without the consent of the partner unless:  (1) The partnership's partnership agreement provides for the approval of the conversion or merger with the consent of fewer than all of the partners; and  (2) The partner has consented to the provision of the partnership agreement.    (b) An amendment to a statement of qualification of a limited liability partnership which deletes a statement that the partnership is a limited liability partnership is ineffective without the consent of each partner unless:  (1) The partnership's partnership agreement provides for the amendment with the consent of less than all of the partners; and  (2) Each partner that does not consent to the amendment has consented to the provision of the partnership agreement.    (c) A partner does not give the consent required by subsection (a) or subsection (b) of this section merely by consenting to a provision of the partnership agreement that permits the partnership agreement to be amended with the consent of fewer than all the partners.
AR Code § 4-46-911 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 4 - Partnerships|Chapter 46 - Uniform Partnership Act (1996)|Subchapter 9 - Conversion and Merger|§ 4-46-911. Liability of partner after conversion or merger

 (a) A conversion or merger under this chapter does not discharge any liability under § 4-46-306 or § 4-46-703 of a person that was a partner in or dissociated as a partner from a converting or constituent partnership, but:  (1) The provisions of this chapter pertaining to the collection or discharge of the liability continue to apply to the liability;  (2) The converted or surviving organization is deemed to be the converting or constituent partnership under § 4-46-306 or § 4-46-703; and  (3) If a person is required to pay any amount under this subsection:  (A) The person has a right of contribution from each other person that was liable as a partner under § 4-46-306 when the obligation was incurred and has not been released from the obligation under § 4-46-703; and  (B) The contribution due from each other person is in proportion to the right to receive distributions in the capacity of partner in effect for each other person when the obligation was incurred.      (b) In addition to any other liability provided by law:  (1) A person that immediately before a conversion or merger became effective was a partner in a converting or constituent partnership that was not a limited liability partnership is personally liable for each obligation of the converted or surviving organization arising from a transaction with a third party after the conversion or merger becomes effective if at the time the third party enters into the transaction, the third party:  (A) Does not have notice of the conversion or merger; and  (B) Reasonably believes that:  (i) The converted or surviving organization is the converting or constituent partnership;  (ii) The converting or constituent partnership is not a limited liability partnership; and  (iii) The person is a partner in the converting or constituent partnership; and      (2) A person that was dissociated as a partner from a converting or constituent partnership before the conversion or merger became effective is personally liable for each obligation of the converted or surviving organization arising from a transaction with a third party after the conversion or merger becomes effective if:  (A) Immediately before the conversion or merger became effective the converting or surviving partnership was not a limited liability partnership; and  (B) At the time the third party enters into the transaction less than two (2) years have passed since the person dissociated as a partner and the third party:  (i) Does not have notice of the dissociation;  (ii) Does not have notice of the conversion or merger; and  (iii) Reasonably believes that:  (a) The converted or surviving organization is the converting or constituent partnership;  (b) The converting or constituent partnership is not a constituent limited liability partnership; and  (c) The person is a partner in the converting or constituent partnership.
AR Code § 4-46-912 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 4 - Partnerships|Chapter 46 - Uniform Partnership Act (1996)|Subchapter 9 - Conversion and Merger|§ 4-46-912. Power of partners and persons dissociated as partners to bind organization after conversion or merger

 (a) An act of a person that immediately before a conversion or merger became effective was a partner in a converting or constituent partnership binds the converted or surviving organization after the conversion or merger becomes effective if:  (1) Before the conversion or merger became effective the act would have bound the converting or constituent partnership under § 4-46-301; and  (2) At the time the third party enters into the transaction the third party:  (A) Does not have notice of the conversion or merger; and  (B) Reasonably believes that the converted or surviving business is the converting or constituent partnership and that the person is a partner in the converting or constituent partnership.      (b) An act of a person that before a conversion or merger became effective was dissociated as a partner from a converting or constituent partnership binds the converted or surviving organization after the conversion or merger becomes effective if:  (1) Before the conversion or merger became effective the act would have bound the converting or constituent partnership under § 4-46-301 if the person had been a partner; and  (2) At the time the third party enters into the transaction, less than two (2) years have passed since the person dissociated as a general partner and the third party:  (A) Does not have notice of the dissociation;  (B) Does not have notice of the conversion or merger; and  (C) Reasonably believes that the converted or surviving organization is the converting or constituent partnership and that the person is a partner in the converting or constituent partnership.      (c) If a person with knowledge of the conversion or merger causes a converted or surviving organization to incur an obligation under subsection (a) or subsection (b) of this section the person is liable:  (1) To the converted or surviving organization for any damage caused to the organization arising from the obligation; and  (2) If another person is liable for the obligation, to the other person for any damage caused to the other person arising from the liability.
AR Code § 4-46-913 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 4 - Partnerships|Chapter 46 - Uniform Partnership Act (1996)|Subchapter 9 - Conversion and Merger|§ 4-46-913. Chapter not exclusive

 This chapter does not preclude an entity from being converted or merged under other law.
AR Code § 4-46-1001 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 4 - Partnerships|Chapter 46 - Uniform Partnership Act (1996)|Subchapter 10 - Limited Liability Partnership|§ 4-46-1001. Statement of qualification

 (a) A partnership may become a limited liability partnership pursuant to this section.  (b) The terms and conditions on which a partnership becomes a limited liability partnership must be approved by the vote necessary to amend the partnership agreement except, in the case of a partnership agreement that expressly considers contribution obligations, the vote necessary to amend those provisions.  (c) After the approval required by subsection (b) of this section, a partnership may become a limited liability partnership by filing a statement of qualification. The statement must contain:  (1) the name of the partnership;  (2) the street address of the partnership's chief executive office and, if different, the street address of an office in this State, if any;  (3) if there is no office in this State, the information required by § 4-20-105(a);  (4) a statement that the partnership elects to be a limited liability partnership; and  (5) a deferred effective date, if any.    (d) [Reserved.]  (e) The status of a partnership as a limited liability partnership is effective on the later of the filing of the statement or a date specified in the statement. The status remains effective, regardless of changes in the partnership, until it is canceled pursuant to § 4-46-105(d) or revoked pursuant to § 4-46-1003.  (f) The status of a partnership as a limited liability partnership and the liability of its partners is not affected by errors or later changes in the information required to be contained in the statement of qualification under subsection (c) of this section.  (g) The filing of a statement of qualification establishes that a partnership has satisfied all conditions precedent to the qualification of the partnership as a limited liability partnership.  (h) An amendment or cancellation of a statement of qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation.
AR Code § 4-46-1002 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 4 - Partnerships|Chapter 46 - Uniform Partnership Act (1996)|Subchapter 10 - Limited Liability Partnership|§ 4-46-1002. Name

 The name of a limited liability partnership must end with “Registered Limited Liability Partnership”, “Limited Liability Partnership”, “R.L.L.P.”, “L.L.P.”, “RLLP,” or “LLP”.
AR Code § 4-46-1003 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 4 - Partnerships|Chapter 46 - Uniform Partnership Act (1996)|Subchapter 10 - Limited Liability Partnership|§ 4-46-1003. Annual report

 (a) A limited liability partnership, and a foreign limited liability partnership authorized to transact business in this State, shall file an annual report in the office of the Secretary of State which contains:  (1) the name of the limited liability partnership and the state or other jurisdiction under whose laws the foreign limited liability partnership is formed;  (2) the current street address of the partnership's chief executive office and, if different, the current street address of an office in this State, if any; and  (3) if there is no current office in this State, the information required by § 4-20-105(a).    (b) An annual report must be filed between January 1 and April 1 of each year following the calendar year in which a partnership files a statement of qualification or a foreign partnership becomes authorized to transact business in this State.  (c) The Secretary of State may administratively revoke the statement of qualification of a partnership that fails to file an annual report when due or to pay the required filing fee. The Secretary of State shall provide the partnership at least sixty (60) days' written notice of intent to revoke the statement. The notice must be mailed to the partnership at its chief executive office set forth in the last filed statement of qualification or annual report. The notice must specify the annual report that has not been filed, the fee that has not been paid, and the effective date of the revocation. The revocation is not effective if the annual report is filed and the fee is paid before the effective date of the revocation.  (d) A revocation under subsection (c) of this section only affects a partnership's status as a limited liability partnership and is not an event of dissolution of the partnership.  (e) A partnership whose statement of qualification has been administratively revoked may apply to the Secretary of State for reinstatement within two (2) years after the effective date of the revocation. The application must state:  (1) the name of the partnership and the effective date of the revocation; and  (2) that the ground for revocation either did not exist or has been corrected.    (f) A reinstatement under subsection (e) of this section relates back to and takes effect as of the effective date of the revocation, and the partnership's status as a limited liability partnership continues as if the revocation had never occurred.
AR Code § 4-46-1101 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 4 - Partnerships|Chapter 46 - Uniform Partnership Act (1996)|Subchapter 11 - Foreign Limited Liability Partnership|§ 4-46-1101. Law governing foreign limited liability partnership

 (a) The laws under which a foreign limited liability partnership is formed govern relations among the partners and between the partners and the partnership and the liability of partners for obligations of the partnership.  (b) A foreign limited liability partnership may not be denied a statement of foreign qualification by reason of any difference between the laws under which the partnership was formed and the laws of this State.  (c) A statement of foreign qualification does not authorize a foreign limited liability partnership to engage in any business or exercise any power that a partnership may not engage in or exercise in this State as a limited liability partnership.
AR Code § 4-46-1102 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 4 - Partnerships|Chapter 46 - Uniform Partnership Act (1996)|Subchapter 11 - Foreign Limited Liability Partnership|§ 4-46-1102. Statement of foreign qualification

 (a) Before transacting business in this State, a foreign limited liability partnership must file a statement of foreign qualification. The statement must contain:  (1) the name of the foreign limited liability partnership which satisfies the requirements of the State or other jurisdiction under whose laws it is formed and ends with “Registered Limited Liability Partnership”, “Limited Liability Partnership”, “R.L.L.P.”, “L.L.P.”, “RLLP,” or “LLP”;  (2) the street address of the partnership's chief executive office;  (3) the information required by § 4-20-105(a); and  (4) a deferred effective date, if any.    (b) [Reserved.]  (c) The status of a partnership as a foreign limited liability partnership is effective on the later of the filing of the statement of foreign qualification or a date specified in the statement. The status remains effective, regardless of changes in the partnership, until it is canceled pursuant to § 4-46-105(d) or revoked pursuant to § 4-46-1003.  (d) An amendment or cancellation of a statement of foreign qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation.
AR Code § 4-46-1103 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 4 - Partnerships|Chapter 46 - Uniform Partnership Act (1996)|Subchapter 11 - Foreign Limited Liability Partnership|§ 4-46-1103. Effect of failure to qualify

 (a) A foreign limited liability partnership transacting business in this State may not maintain an action or proceeding in this State unless it has in effect a statement of foreign qualification.  (b) The failure of a foreign limited liability partnership to have in effect a statement of foreign qualification does not impair the validity of a contract or act of the foreign limited liability partnership or preclude it from defending an action or proceeding in this State.  (c) Limitations on personal liability of partners are not waived solely by transacting business in this State without a statement of foreign qualification.  (d) If a foreign limited liability partnership transacts business in this State without a statement of foreign qualification, the Secretary of State is its agent for service of process with respect to claims for relief arising out of the transaction of business in this State.