reglab/housing_qa huggingface dataset:
AR Code § 4-32-206 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 32 - Small Business Entity Tax Pass Through Act|Subchapter 2 - Formation|§ 4-32-206. Effect of delivery or filing of articles of organization

 (a) Unless a delayed effective date is recited in the articles of organization, a limited liability company is formed when the articles of organization are delivered to the Secretary of State for filing, even if the Secretary of State is unable at the time of delivery to make the determination required for filing by § 4-32-1308. If the articles of organization, as delivered to the Secretary of State, do not conform to the filing provisions of this chapter and are not brought into conformance within the time period prescribed by § 4-32-1308, the existence of the limited liability company terminates at the end of such time period.  (b) Each copy of the articles of organization stamped “filed” and marked with the filing date is conclusive evidence that all conditions precedent required to be performed by the organizers have been complied with and that the limited liability company has been legally organized and formed under this chapter.
AR Code § 4-32-301 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 32 - Small Business Entity Tax Pass Through Act|Subchapter 3 - Relations of Members and Managers to Persons Dealing with the Limited Liability Company|§ 4-32-301. Agency power of members and managers

 (a) Except as provided in subsection (b) of this section, every member is an agent of the limited liability company for the purpose of its business or affairs, and the act of any member, including, but not limited to, the execution in the name of the limited liability company of any instrument, for apparently carrying on in the usual way the business or affairs of the limited liability company of which he or she is a member, binds the limited liability company, unless the member so acting has, in fact, no authority to act for the limited liability company in the particular matter, and the person with whom the member is dealing has knowledge of the fact that the member has no such authority.  (b) If the articles of organization provide that management of the limited liability company is vested in a manager or managers:  (1) No member solely by reason of being a member is an agent of the limited liability company; and  (2) Every manager is an agent of the limited liability company for the purpose of its business or affairs, and the act of any manager, including, but not limited to, the execution in the name of the limited liability company of any instrument, for apparently carrying on in the usual way the business or affairs of the limited liability company of which he or she is a manager binds the limited liability company, unless the manager so acting has, in fact, no authority to act for the limited liability company in the particular matter, and the person with whom the manager is dealing has knowledge of the fact that the manager has no such authority.    (c) An act of a manager or a member which is not apparently for the carrying on in the usual way the business or affairs of the limited liability company does not bind the limited liability company unless authorized in accordance with an operating agreement, at the time of the transaction or at any other time.  (d) No act of a manager or member in contravention of a restriction on authority shall bind the limited liability company to persons having knowledge of the restriction.
AR Code § 4-32-302 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 32 - Small Business Entity Tax Pass Through Act|Subchapter 3 - Relations of Members and Managers to Persons Dealing with the Limited Liability Company|§ 4-32-302. Admissions by members and managers

 (a) Except as provided in subsection (b) of this section, an admission or representation made by any member concerning the business or affairs of a limited liability company within the scope of his or her authority as provided for by this chapter is evidence against the limited liability company.  (b) If the articles of organization provide that management of the limited liability company is vested in a manager or managers:  (1) An admission or representation made by a manager concerning the business or affairs of a limited liability company within the scope of the manager's authority as provided for by this chapter is evidence against the limited liability company; and  (2) The admission or representation of any member, acting solely in the capacity of a member, shall not constitute evidence against the limited liability company.
AR Code § 4-32-303 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 32 - Small Business Entity Tax Pass Through Act|Subchapter 3 - Relations of Members and Managers to Persons Dealing with the Limited Liability Company|§ 4-32-303. Limited liability company charged with knowledge of or notice to member or manager

 (a) Except as provided in subsection (b) of this section, notice to any member of any matter relating to the business or affairs of the limited liability company, and the knowledge of the member acting in the particular matter, acquired while a member or known at the time of becoming a member, and the knowledge of any other member who reasonably could and should have communicated the knowledge to the acting member, operate as notice to or knowledge of the limited liability company, except in the case of a fraud on the limited liability company committed by or with the consent of that member.  (b) If the articles of organization provide that management of the limited liability company is vested in a manager or managers:  (1) Notice to any manager of any matter relating to the business or affairs of the limited liability company, and the knowledge of the manager acting in the particular matter, acquired while a manager or known at the time of becoming a manager, and the knowledge of any other manager who reasonably could and should have communicated the knowledge to the acting manager, operate as notice to or knowledge of the limited liability company, except in the case of a fraud on the limited liability company committed by or with the consent of that manager; and  (2) Notice to or knowledge of any member of a limited liability company while the member is acting solely in the capacity of a member is not notice to or knowledge of the limited liability company.
AR Code § 4-32-304 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 32 - Small Business Entity Tax Pass Through Act|Subchapter 3 - Relations of Members and Managers to Persons Dealing with the Limited Liability Company|§ 4-32-304. Liability of members to third parties

 Except for the personal liability for acts or omissions of those providing professional service as set forth in § 4-32-308, a person who is a member, manager, agent, or employee of a limited liability company is not liable for a debt, obligation, or liability of the limited liability company, whether arising in contract, tort, or otherwise or for the acts or omissions of any other member, manager, agent, or employee of the limited liability company.
AR Code § 4-32-305 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 32 - Small Business Entity Tax Pass Through Act|Subchapter 3 - Relations of Members and Managers to Persons Dealing with the Limited Liability Company|§ 4-32-305. Parties to actions

 A member of a limited liability company is not a proper party to a proceeding by or against a limited liability company, by reason of being a member of the limited liability company, except where the object of the proceeding is to enforce a member's right against or liability to the limited liability company or as otherwise provided in an operating agreement.
AR Code § 4-32-306 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 32 - Small Business Entity Tax Pass Through Act|Subchapter 3 - Relations of Members and Managers to Persons Dealing with the Limited Liability Company|§ 4-32-306. Limited liability company may render professional service — Nonprofessional employees and agents — Members and managers need not be employees, etc

 No limited liability company organized under this chapter may render professional service within this state except through its members, employees of its members, managers, employees, and agents who are duly licensed or otherwise legally authorized to render those professional services. However, this provision shall not be interpreted to preclude clerks, secretaries, bookkeepers, technicians, and other assistants who are not usually and ordinarily considered by custom and practice to be rendering professional service to the public for which a license or other legal authorization is required from acting as employees, managers, or agents of a professional limited liability company.
AR Code § 4-32-307 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 32 - Small Business Entity Tax Pass Through Act|Subchapter 3 - Relations of Members and Managers to Persons Dealing with the Limited Liability Company|§ 4-32-307. Limited liability company may qualify as executor or administrator, or in other fiduciary capacity

 A limited liability company engaged in the practice of law, as a part of the practice of law, may act as an executor, trustee, or administrator of an estate, guardian for an infant, or in any other fiduciary capacity. Any member, employee of a member, manager, employee, or agent of a limited liability company engaged in the practice of law who is duly licensed as an attorney in this state may perform necessary fiduciary responsibilities on behalf of the limited liability company.
AR Code § 4-32-308 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 32 - Small Business Entity Tax Pass Through Act|Subchapter 3 - Relations of Members and Managers to Persons Dealing with the Limited Liability Company|§ 4-32-308. Professional relationship — Personal liability

 All individuals rendering professional service may be personally liable for any results of that individual's acts or omissions. No member, employee of a member, manager, or employee of a limited liability company shall be personally liable for the acts or omission of any other member, employee of a member, manager, or employee of the limited liability company.
AR Code § 4-32-309 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 32 - Small Business Entity Tax Pass Through Act|Subchapter 3 - Relations of Members and Managers to Persons Dealing with the Limited Liability Company|§ 4-32-309. Liability of limited liability company to third parties

 Notwithstanding the limitations on liability contained in this subchapter for members and managers, a limited liability company shall be liable to third parties for its valid obligations.
AR Code § 4-32-401 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 32 - Small Business Entity Tax Pass Through Act|Subchapter 4 - Rights and Duties of Members and Managers|§ 4-32-401. Management

 (a) With respect to persons other than members, management of the affairs of the limited liability company shall be governed by § 4-32-301.  (b) Unless otherwise provided in an operating agreement, with respect to members, management of the affairs of the limited liability company shall be governed by § 4-32-301.  (c) Unless otherwise provided in an operating agreement, managers:  (1) Shall be designated, appointed, elected, removed, or replaced by a vote, approval, or consent of more than one-half (½) by number of the members;  (2) Need not be members of the limited liability company or natural persons; and  (3) Unless they are sooner removed or sooner resign, shall hold office until their successors shall have been elected and qualified.
AR Code § 4-32-402 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 32 - Small Business Entity Tax Pass Through Act|Subchapter 4 - Rights and Duties of Members and Managers|§ 4-32-402. Duties of managers and members

 Unless otherwise provided in an operating agreement:   (1) A member or manager shall not be liable, responsible, or accountable in damages or otherwise to the limited liability company or to the members of the limited liability company for any action taken or failure to act on behalf of the limited liability company unless the act or omission constitutes gross negligence or willful misconduct;  (2) Every member and manager must account to the limited liability company and hold as trustee for it any profit or benefit derived by that person without the consent of more than one-half (½) by number of the disinterested managers or members, or other persons participating in the management of the business or affairs of the limited liability company, from any transaction connected with the conduct or winding up of the limited liability company or any use by the member or manager of its property, including, but not limited to, confidential or proprietary information of the limited liability company or other matters entrusted to the person as a result of his or her status as manager or member; and  (3) One who is a member of a limited liability company in which management is vested in managers under § 4-32-401 and who is not a manager shall have no duties to the limited liability company or to the other members solely by reason of acting in the capacity of a member.
AR Code § 4-32-403 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 32 - Small Business Entity Tax Pass Through Act|Subchapter 4 - Rights and Duties of Members and Managers|§ 4-32-403. Voting

 (a) Unless otherwise provided in an operating agreement or this chapter, and subject to subsection (b) of this section, the affirmative vote, approval or consent of more than one-half (½) by number of the members, if management of the limited liability company is vested in the members, or of the managers if the management of the limited liability company is vested in managers, shall be required to decide any matter connected with the business of the limited liability company.  (b) Unless otherwise provided in writing in an operating agreement, the affirmative vote, approval, or consent of all members shall be required to:  (1) Amend a written operating agreement; or  (2) Authorize a manager or member to do any act on behalf of the limited liability company that contravenes a written operating agreement, including any written provision thereof which expressly limits the purpose, business, or affairs of the limited liability company or the conduct thereof.
AR Code § 4-32-404 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 32 - Small Business Entity Tax Pass Through Act|Subchapter 4 - Rights and Duties of Members and Managers|§ 4-32-404. Limitation of liability and indemnification of members and managers

 An operating agreement which is in writing may:   (1) Eliminate or limit the personal liability of a member or manager for monetary damages for breach of any duty provided for in § 4-32-402; and  (2) Provide for indemnification of a member or manager for judgments, settlements, penalties, fines, or expenses incurred in a proceeding to which a person is a party because the person is or was a member or manager.
AR Code § 4-32-405 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 32 - Small Business Entity Tax Pass Through Act|Subchapter 4 - Rights and Duties of Members and Managers|§ 4-32-405. Records and information

 (a) Unless otherwise provided in writing in an operating agreement, a limited liability company shall keep at its principal place of business the following:  (1) A current and a past list, setting forth the full name and last known mailing address of each member and manager, if any, set forth in alphabetical order;  (2) A copy of the articles of organization and all amendments thereto, together with executed copies of any powers of attorney pursuant to which the articles of amendment have been executed;  (3) Copies of the limited liability company's federal, state, and local income tax returns and financial statements, if any, for the three (3) most recent years or, if those returns and statements were not prepared for any reason, copies of the information and statements provided to, or which should have been provided to, the members to enable them to prepare their federal, state, and local tax returns for the period;  (4) Copies of any effective written operating agreements, and all amendments thereto, and copies of any written operating agreements no longer in effect; and  (5) Unless contained in writing in an operating agreement:  (A) A writing, if any, setting forth the amount of cash and a statement of the agreed value of other property or services contributed by each member and the times at which or events upon the happening of which any additional contributions are to be made by each member;  (B) A writing, if any, stating events upon the happening of which the limited liability company is to be dissolved and its affairs wound up; and  (C) Other writings, if any, prepared pursuant to a requirement in an operating agreement.      (b) Upon reasonable request, a member may, at the member's own expense, inspect and copy during ordinary business hours any limited liability company record, wherever the record is located.  (c) Members, if the management of the limited liability company is vested in the members, or managers, if management of the limited liability company is vested in managers, shall render, to the extent the circumstances render it just and reasonable, true and full information of all things affecting the members to any member and to the legal representative of any deceased member or of any member under legal disability.  (d) Failure of the limited liability company to keep or maintain any of the records or information required pursuant to this section shall not be grounds for imposing liability on any member or manager for the debts and obligations of the limited liability company.
AR Code § 4-32-501 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 32 - Small Business Entity Tax Pass Through Act|Subchapter 5 - Finance|§ 4-32-501. Contributions to capital

 A limited liability company interest may be issued in exchange for property, services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.
AR Code § 4-32-502 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 32 - Small Business Entity Tax Pass Through Act|Subchapter 5 - Finance|§ 4-32-502. Liability for contributions

 (a) A promise by a member to contribute to the limited liability company is not enforceable unless set forth in a writing signed by the member.  (b) Unless otherwise provided in an operating agreement, a member is obligated to the limited liability company to perform any enforceable promise to contribute cash or property or to perform services, even if the member is unable to perform because of death, disability, or other reason.  (c) If a member does not make the required contribution of property or services, the member is obligated, at the option of the limited liability company, to contribute cash equal to that portion of value of the stated contribution that has not been made.  (d) Unless otherwise provided in an operating agreement, the obligation of a member to make a contribution may be compromised only with the unanimous consent of the members.  (e) Only a creditor of a limited liability company who extends credit in reliance on an obligation to contribute or otherwise acts in reliance on that obligation to contribute after the member signs a writing which reflects the obligation to contribute pursuant to subsection (d) of this section may enforce any obligation to contribute.
AR Code § 4-32-503 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 32 - Small Business Entity Tax Pass Through Act|Subchapter 5 - Finance|§ 4-32-503. Sharing of profits

 Unless otherwise provided in writing in an operating agreement, each member shall be repaid that member's contributions to capital and share equally in the profits and assets remaining after all liabilities, including those to members, are satisfied.
AR Code § 4-32-601 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 32 - Small Business Entity Tax Pass Through Act|Subchapter 6 - Distributions and Withdrawal|§ 4-32-601. Sharing of interim distributions

 Except as otherwise provided in §§ 4-32-602 and 4-32-905, distributions of cash or other assets of a limited liability company shall be shared among the members and among classes of members in the manner provided in writing in an operating agreement. If an operating agreement does not so provide in writing, each member shall share equally in any distribution. A member is entitled to receive distributions described in this section from a limited liability company to the extent and at the times or upon the happening of the events specified in an operating agreement or at the times determined by the members or managers pursuant to § 4-32-403.
AR Code § 4-32-602 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 32 - Small Business Entity Tax Pass Through Act|Subchapter 6 - Distributions and Withdrawal|§ 4-32-602. Distributions on an event of dissociation

 Upon the occurrence of an event of dissociation under § 4-32-802 which does not cause dissolution, other than an event of dissociation described in § 4-32-802(a)(3)(B), a dissociating member is entitled to receive any distribution which the member was entitled to receive prior to the event of dissociation. If an operating agreement does not provide the amount of or a method for determining the distribution to a dissociating member, the member shall receive within a reasonable time after dissociation the fair value of the member's interest in the limited liability company as of the date of dissociation based upon the member's right to share in distributions from the limited liability company.
AR Code § 4-32-603 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 32 - Small Business Entity Tax Pass Through Act|Subchapter 6 - Distributions and Withdrawal|§ 4-32-603. Distribution in kind

 Unless otherwise provided in an operating agreement:   (1) A member, regardless of the nature of the member's contribution, has no right to demand and receive any distribution from the limited liability company in any form other than cash; and  (2) A member may not be compelled to accept from the limited liability company a distribution of any asset in kind to the extent that the percentage of the asset distributed to the member exceeds the percentage that the member would have shared in a cash distribution equal to the value of the property at the time of distribution.
AR Code § 4-32-604 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 32 - Small Business Entity Tax Pass Through Act|Subchapter 6 - Distributions and Withdrawal|§ 4-32-604. Right to distribution

 At the time a member becomes entitled to receive a distribution, the member has the status of and is entitled to all remedies available to a creditor of the limited liability company with respect to that distribution.