reglab/statecodes huggingface dataset:
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 38 - UNIFORM LIMITED LIABILITY COMPANY ACT (§§ 4-38-101 — 4-38-1203) › Subchapter 6 - DISSOCIATION (§§ 4-38-601 — 4-38-603) › Section 4-38-601 - Power to dissociate as member - Wrongful dissociation

(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.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 38 - UNIFORM LIMITED LIABILITY COMPANY ACT (§§ 4-38-101 — 4-38-1203) › Subchapter 6 - DISSOCIATION (§§ 4-38-601 — 4-38-603) › Section 4-38-603 - Effect of dissociation

(a)
If a person is dissociated as a member:
(1)
the person's right to participate as a member in the management and conduct of the limited liability company's activities and affairs terminates;
(2)
the person's duties and obligations under §
4-38-409
as a member end with regard to matters arising and events occurring after the person's dissociation; and
(3)
subject to §
4-38-504
and §
4-38-1001
et seq., any transferable interest owned by the person in the person's capacity as a member immediately before dissociation is owned by the person solely as a transferee.
(b)
A person's dissociation as a member does not of itself discharge the person from any debt, obligation, or other liability to the limited liability company or the other members which the person incurred while a member.
Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 38 - UNIFORM LIMITED LIABILITY COMPANY ACT (§§ 4-38-101 — 4-38-1203) › Subchapter 7 - DISSOLUTION AND WINDING UP (§§ 4-38-701 — 4-38-710) › Section 4-38-701 - Events causing dissolution

(a)
A limited liability company is dissolved, and its activities and affairs must be wound up, upon the occurrence of any of the following:
(1)
an event or circumstance that the operating agreement states causes dissolution;
(2)
the affirmative vote or consent of all the members;
(3)
the passage of 90 consecutive days during which the company has no members unless before the end of the period:
(A)
consent to admit at least one specified person as a member is given by transferees owning the rights to receive a majority of distributions as transferees at the time the consent is to be effective; and
(B)
at least one person becomes a member in accordance with the consent;
(4)
on application by a member, the entry by the circuit court of an order dissolving the company on the grounds that:
(A)
the conduct of all or substantially all the company's activities and affairs is unlawful;
(B)
it is not reasonably practicable to carry on the company's activities and affairs in conformity with the certificate of organization and the operating agreement; or
(C)
the managers or those members in control of the company:
(i)
have acted, are acting, or will act in a manner that is illegal or fraudulent; or
(ii)
have acted or are acting in a manner that is oppressive and was, is, or will be directly harmful to the applicant; or
(5)
the signing and filing of a statement of administrative dissolution by the Secretary of State under §
4-38-708
.
(b)
In a proceeding brought under subsection (a)(4)(C), the court may order a remedy other than dissolution.
Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 38 - UNIFORM LIMITED LIABILITY COMPANY ACT (§§ 4-38-101 — 4-38-1203) › Subchapter 7 - DISSOLUTION AND WINDING UP (§§ 4-38-701 — 4-38-710) › Section 4-38-703 - Rescinding dissolution

(a)
A limited liability company may rescind its dissolution within 120 days after the election to dissolve unless:
(1)
termination has become effective;
(2)
a court has entered an order dissolving the limited liability company; or
(3)
the Secretary of State has dissolved the limited liability company under §
4-38-708
.
(b)
Rescinding dissolution under this section requires:
(1)
the affirmative vote or consent of each member; and
(2)
if the limited liability company has delivered to the Secretary of State for filing a statement of dissolution and:
(A)
the statement has not become effective, delivery to the Secretary of State for filing of a statement of withdrawal under §
4-38-208
applicable to the statement of dissolution; or
(B)
if the statement of dissolution has become effective, delivery to the Secretary of State for filing of a statement of rescission stating the name of the company and that dissolution has been rescinded under this section.
(c)
If a limited liability company rescinds its dissolution:
(1)
the company resumes carrying on its activities and affairs as if dissolution had never occurred;
(2)
subject to paragraph (3), any liability incurred by the company after the dissolution and before the rescission has become effective is determined as if dissolution had never occurred; and
(3)
the rights of a third party arising out of conduct in reliance on the dissolution before the third party knew or had notice of the rescission may not be adversely affected.
Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 38 - UNIFORM LIMITED LIABILITY COMPANY ACT (§§ 4-38-101 — 4-38-1203) › Subchapter 7 - DISSOLUTION AND WINDING UP (§§ 4-38-701 — 4-38-710) › Section 4-38-704 - Known claims against dissolved limited liability company

(a)
Except as otherwise provided in subsection (d), a dissolved limited liability company may give notice of a known claim under subsection (b), which has the effect provided in subsection (c).
(b)
A dissolved limited liability company may in a record notify its known claimants of the dissolution. The notice must:
(1)
specify the information required to be included in a claim;
(2)
state that a claim must be in writing and provide a mailing address to which the claim is to be sent;
(3)
state the deadline for receipt of a claim, which may not be less than 120 days after the date the notice is received by the claimant; and
(4)
state that the claim will be barred if not received by the deadline.
(c)
A claim against a dissolved limited liability company is barred if the requirements of subsection (b) are met and:
(1)
the claim is not received by the specified deadline; or
(2)
if the claim is timely received but rejected by the company:
(A)
the company causes the claimant to receive a notice in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the company to enforce the claim not later than 90 days after the claimant receives the notice; and
(B)
the claimant does not commence the required action not later than 90 days after the claimant receives the notice.
(d)
This section does not apply to a claim based on an event occurring after the date of dissolution or a liability that on that date is contingent.
Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 38 - UNIFORM LIMITED LIABILITY COMPANY ACT (§§ 4-38-101 — 4-38-1203) › Subchapter 7 - DISSOLUTION AND WINDING UP (§§ 4-38-701 — 4-38-710) › Section 4-38-705 - Other claims against dissolved limited liability company

(a)
A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice.
(b)
A notice under subsection (a) must:
(1)
be published at least once in a newspaper of general circulation in the county in this state in which the dissolved limited liability company's principal office is located or, if the principal office is not located in this state, in the county in which the office of the company's registered agent is or was last located;
(2)
describe the information required to be contained in a claim, state that the claim must be in writing, and provide a mailing address to which the claim is to be sent; and
(3)
state that a claim against the company is barred unless an action to enforce the claim is commenced not later than three years after publication of the notice.
(c)
If a dissolved limited liability company publishes a notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the company not later than three years after the publication date of the notice:
(1)
a claimant that did not receive notice in a record under §
4-38-704
;
(2)
a claimant whose claim was timely sent to the company but not acted on; and
(3)
a claimant whose claim is contingent at, or based on an event occurring after, the date of dissolution.
(d)
A claim not barred under this section or §
4-38-704
may be enforced:
(1)
against a dissolved limited liability company, to the extent of its undistributed assets; and
(2)
except as otherwise provided in §
4-38-706
, if assets of the company have been distributed after dissolution, against a member or transferee to the extent of that person's proportionate share of the claim or of the company's assets distributed to the member or transferee after dissolution, whichever is less, but a person's total liability for all claims under this paragraph may not exceed the total amount of assets distributed to the person after dissolution.
Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 38 - UNIFORM LIMITED LIABILITY COMPANY ACT (§§ 4-38-101 — 4-38-1203) › Subchapter 7 - DISSOLUTION AND WINDING UP (§§ 4-38-701 — 4-38-710) › Section 4-38-706 - Court proceedings

(a)
A dissolved limited liability company that has published a notice under §
4-38-705
may file an application with the circuit court in the county where the company's principal office is located or, if the principal office is not located in this state, where the office of its registered agent is or was last located, for a determination of the amount and form of security to be provided for payment of claims that are reasonably expected to arise after the date of dissolution based on facts known to the company and:
(1)
at the time of application:
(A)
are contingent; or
(B)
have not been made known to the company; or
(2)
are based on an event occurring after the date of dissolution.
(b)
Security is not required for any claim that is or is reasonably anticipated to be barred under §
4-38-705
.
(c)
Not later than 10 days after the filing of an application under subsection (a), the dissolved limited liability company shall give notice of the proceeding to each claimant holding a contingent claim known to the company.
(d)
In a proceeding under this section, the court may appoint a guardian ad litem to represent all claimants whose identities are unknown. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, must be paid by the dissolved limited liability company.
(e)
A dissolved limited liability company that provides security in the amount and form ordered by the court under subsection (a) satisfies the company's obligations with respect to claims that are contingent, have not been made known to the company, or are based on an event occurring after the date of dissolution, and such claims may not be enforced against a member or transferee on account of assets received in liquidation.
Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 38 - UNIFORM LIMITED LIABILITY COMPANY ACT (§§ 4-38-101 — 4-38-1203) › Subchapter 7 - DISSOLUTION AND WINDING UP (§§ 4-38-701 — 4-38-710) › Section 4-38-707 - Disposition of assets in the winding up

(a)
In winding up its activities and affairs, a limited liability company shall apply its assets to discharge the company's obligations to creditors, including members that are creditors.
(b)
After a limited liability company complies with subsection (a), any surplus must be distributed in the following order, subject to any charging order in effect under §
4-38-503
:
(1)
to each person owning a transferable interest that reflects contributions made and not previously returned, an amount equal to the value of the unreturned contributions; and
(2)
among persons owning transferable interests in proportion to their respective rights to share in distributions immediately before the dissolution of the company.
(c)
If a limited liability company does not have sufficient surplus to comply with subsection (b)(1), any surplus must be distributed among the owners of transferable interests in proportion to the value of the respective unreturned contributions.
(d)
All distributions made under subsections (b) and (c) must be paid in money.
Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 38 - UNIFORM LIMITED LIABILITY COMPANY ACT (§§ 4-38-101 — 4-38-1203) › Subchapter 7 - DISSOLUTION AND WINDING UP (§§ 4-38-701 — 4-38-710) › Section 4-38-708 - Administrative dissolution

(a)
The Secretary of State may commence a proceeding under subsection (b) to dissolve a limited liability company administratively if the company does not:
(1)
pay any fee, tax, interest, or penalty required to be paid to the Secretary of State not later than six months after it is due;
(2)
deliver an annual report to the Secretary of State not later than six months after it is due; or
(3)
have a registered agent in this state for 60 consecutive days.
(b)
If the Secretary of State determines that one or more grounds exist for administratively dissolving a limited liability company, the Secretary of State shall serve the company with notice in a record of the Secretary of State's determination.
(c)
If a limited liability company, not later than 60 days after service of the notice under subsection (b), does not cure or demonstrate to the satisfaction of the Secretary of State the nonexistence of each ground determined by the Secretary of State, the Secretary of State shall administratively dissolve the company by signing a statement of administrative dissolution that recites the grounds for dissolution and the effective date of dissolution. The Secretary of State shall file the statement and serve a copy on the company pursuant to §
4-38-210
.
(d)
A limited liability company that is administratively dissolved continues in existence as an entity but may not carry on any activities except as necessary to wind up its activities and affairs and liquidate its assets under §
4-38-702
, §
4-38-704
, §
4-38-705
, §
4-38-706
, and §
4-38-707
, or to apply for reinstatement under §
4-38-709
.
(e)
The administrative dissolution of a limited liability company does not terminate the authority of its registered agent.
(f)
If a limited liability company is dissolved, administratively or otherwise, the name is available for use by another formed limited liability company, and the dissolved company would be required, upon reinstatement, to use a new name if the prior name was taken.
Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 38 - UNIFORM LIMITED LIABILITY COMPANY ACT (§§ 4-38-101 — 4-38-1203) › Subchapter 7 - DISSOLUTION AND WINDING UP (§§ 4-38-701 — 4-38-710) › Section 4-38-709 - Reinstatement

(a)
A limited liability company that is administratively dissolved under §
4-38-708
may apply to the Secretary of State for reinstatement not later than two years after the effective date of dissolution. The application must state:
(1)
the name of the company at the time of its administrative dissolution and, if needed, a different name that satisfies §
4-38-112
;
(2)
the address of the principal office of the company and the name and street and mailing addresses of its registered agent;
(3)
the effective date of the company's administrative dissolution; and
(4)
that the grounds for dissolution did not exist or have been cured.
(b)
To be reinstated, a limited liability company must pay all fees, taxes, interest, and penalties that were due to the Secretary of State at the time of the company's administrative dissolution and all fees, taxes, interest, and penalties that would have been due to the Secretary of State while the company was administratively dissolved.
(c)
If the Secretary of State determines that an application under subsection (a) contains the required information, is satisfied that the information is correct, and determines that all payments required to be made to the Secretary of State by subsection (b) have been made, the Secretary of State shall:
(1)
cancel the statement of administrative dissolution and prepare a statement of reinstatement that states the Secretary of State's determination and the effective date of reinstatement; and
(2)
file the statement of reinstatement and serve a copy on the limited liability company.
(d)
When reinstatement under this section has become effective, the following rules apply:
(1)
The reinstatement relates back to and takes effect as of the effective date of the administrative dissolution.
(2)
The limited liability company resumes carrying on its activities and affairs as if the administrative dissolution had not occurred.
(3)
The rights of a person arising out of an act or omission in reliance on the dissolution before the person knew or had notice of the reinstatement are not affected.
Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 38 - UNIFORM LIMITED LIABILITY COMPANY ACT (§§ 4-38-101 — 4-38-1203) › Subchapter 7 - DISSOLUTION AND WINDING UP (§§ 4-38-701 — 4-38-710) › Section 4-38-710 - Judicial review of denial of reinstatement

(a)
If the Secretary of State denies a limited liability company's application for reinstatement following administrative dissolution, the Secretary of State shall serve the company with a notice in a record that explains the reasons for the denial.
(b)
A limited liability company may seek judicial review of denial of reinstatement in the circuit court not later than 30 days after service of the notice of denial.
Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 38 - UNIFORM LIMITED LIABILITY COMPANY ACT (§§ 4-38-101 — 4-38-1203) › Subchapter 8 - ACTIONS BY MEMBERS (§§ 4-38-801 — 4-38-806) › Section 4-38-801 - Direct action by member

(a)
Subject to subsection (b), a member may maintain a direct action against another member, a manager, or the limited liability company to enforce the member's rights and protect the member's interests, including rights and interests under the operating agreement or this chapter or arising independently of the membership relationship.
(b)
A member maintaining a direct action under this section must plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited liability company.
Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 38 - UNIFORM LIMITED LIABILITY COMPANY ACT (§§ 4-38-101 — 4-38-1203) › Subchapter 8 - ACTIONS BY MEMBERS (§§ 4-38-801 — 4-38-806) › Section 4-38-802 - Derivative action

A member may maintain a derivative action to enforce a right of a limited liability company if:
(1)
the member first makes a demand on the other members in a member-managed limited liability company, or the managers of a manager-managed limited liability company, requesting that they cause the company to bring an action to enforce the right, and the managers or other members do not bring the action within a reasonable time; or
(2)
a demand under paragraph (1) would be futile.
Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 38 - UNIFORM LIMITED LIABILITY COMPANY ACT (§§ 4-38-101 — 4-38-1203) › Subchapter 8 - ACTIONS BY MEMBERS (§§ 4-38-801 — 4-38-806) › Section 4-38-804 - Pleading

In a derivative action, the complaint must state with particularity:
(1)
the date and content of plaintiff's demand and the response to the demand by the managers or other members; or
(2)
why demand should be excused as futile.
Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 38 - UNIFORM LIMITED LIABILITY COMPANY ACT (§§ 4-38-101 — 4-38-1203) › Subchapter 8 - ACTIONS BY MEMBERS (§§ 4-38-801 — 4-38-806) › Section 4-38-805 - Special litigation committee

(a)
If a limited liability company is named as or made a party in a derivative proceeding, the company may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the company. If the company appoints a special litigation committee, on motion by the committee made in the name of the company, except for good cause shown, the court shall stay discovery for the time reasonably necessary to permit the committee to make its investigation. This subsection does not prevent the court from:
(1)
enforcing a person's right to information under §
4-38-410
; or
(2)
granting extraordinary relief in the form of a temporary restraining order or preliminary injunction.
(b)
A special litigation committee must be composed of one or more disinterested and independent individuals, who may be members.
(c)
A special litigation committee may be appointed:
(1)
in a member-managed limited liability company:
(A)
by the affirmative vote or consent of a majority of the members not named as parties in the proceeding; or
(B)
if all members are named as parties in the proceeding, by a majority of the members named as defendants; or
(2)
in a manager-managed limited liability company:
(A)
by a majority of the managers not named as parties in the proceeding; or
(B)
if all managers are named as parties in the proceeding, by a majority of the managers named as defendants.
(d)
After appropriate investigation, a special litigation committee may determine that it is in the best interests of the limited liability company that the proceeding:
(1)
continue under the control of the plaintiff;
(2)
continue under the control of the committee;
(3)
be settled on terms approved by the committee; or
(4)
be dismissed.
(e)
After making a determination under subsection (d), a special litigation committee shall file with the court a statement of its determination and its report supporting its determination and shall serve each party with a copy of the determination and report. The court shall determine whether the members of the committee were disinterested and independent and whether the committee conducted its investigation and made its recommendation in good faith, independently, and with reasonable care, with the committee having the burden of proof. If the court finds that the members of the committee were disinterested and independent and that the committee acted in good faith, independently, and with reasonable care, the court shall enforce the determination of the committee. Otherwise, the court shall dissolve the stay of discovery entered under subsection (a) and allow the action to continue under the control of the plaintiff.
Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 38 - UNIFORM LIMITED LIABILITY COMPANY ACT (§§ 4-38-101 — 4-38-1203) › Subchapter 8 - ACTIONS BY MEMBERS (§§ 4-38-801 — 4-38-806) › Section 4-38-806 - Proceeds and expenses

(a)
Except as otherwise provided in subsection (b):
(1)
any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited liability company and not to the plaintiff; and
(2)
if the plaintiff receives any proceeds, the plaintiff shall remit them immediately to the company.
(b)
If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees and costs, from the recovery of the limited liability company.
(c)
A derivative action on behalf of a limited liability company may not be voluntarily dismissed or settled without the court's approval.
Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 38 - UNIFORM LIMITED LIABILITY COMPANY ACT (§§ 4-38-101 — 4-38-1203) › Subchapter 9 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 4-38-901 — 4-38-913) › Section 4-38-901 - Governing law

(a)
The law of the jurisdiction of formation of a foreign limited liability company governs:
(1)
the internal affairs of the company;
(2)
the liability of a member as member and a manager as manager for a debt, obligation, or other liability of the company; and
(3)
the liability of a series of the company.
(b)
A foreign limited liability company is not precluded from registering to do business in this state because of any difference between the law of its jurisdiction of formation and the law of this state.
(c)
Registration of a foreign limited liability company to do business in this state does not authorize the foreign company to engage in any activities and affairs or exercise any power that a limited liability company may not engage in or exercise in this state.
Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 38 - UNIFORM LIMITED LIABILITY COMPANY ACT (§§ 4-38-101 — 4-38-1203) › Subchapter 9 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 4-38-901 — 4-38-913) › Section 4-38-902 - Registration to do business in this state

(a)
A foreign limited liability company may not do business in this state until it registers with the Secretary of State under this subchapter.
(b)
A foreign limited liability company doing business in this state may not maintain an action or proceeding in this state unless it is registered to do business in this state.
(c)
The failure of a foreign limited liability company to register to do business in this state does not impair the validity of a contract or act of the company or preclude it from defending an action or proceeding in this state.
(d)
A limitation on the liability of a member or manager of a foreign limited liability company is not waived solely because the company does business in this state without registering to do business in this state.
(e)
Section
4-38-901(a) and (b)
applies even if a foreign limited liability company fails to register under this subchapter.
Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 38 - UNIFORM LIMITED LIABILITY COMPANY ACT (§§ 4-38-101 — 4-38-1203) › Subchapter 9 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 4-38-901 — 4-38-913) › Section 4-38-904 - Amendment of foreign registration statement

A registered foreign limited liability company shall deliver to the Secretary of State for filing an amendment to its foreign registration statement if there is a change in:
(1)
the name of the company;
(2)
the company's jurisdiction of formation;
(3)
an address required by §
4-38-903(4)
; or
(4)
the information required by §
4-38-903(5)
.
Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 38 - UNIFORM LIMITED LIABILITY COMPANY ACT (§§ 4-38-101 — 4-38-1203) › Subchapter 9 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 4-38-901 — 4-38-913) › Section 4-38-905 - Activities not constituting doing business

(a)
Activities of a foreign limited liability company which do not constitute doing business in this state under this subchapter include:
(1)
maintaining, defending, mediating, arbitrating, or settling an action or proceeding;
(2)
carrying on any activity concerning its internal affairs, including holding meetings of its members or managers;
(3)
maintaining accounts in financial institutions;
(4)
maintaining offices or agencies for the transfer, exchange, and registration of securities of the company or maintaining trustees or depositories with respect to those securities;
(5)
selling through independent contractors;
(6)
soliciting or obtaining orders by any means if the orders require acceptance outside this state before they become contracts;
(7)
creating or acquiring indebtedness, mortgages, or security interests in property;
(8)
securing or collecting debts or enforcing mortgages or security interests in property securing the debts and holding, protecting, or maintaining property;
(9)
conducting an isolated transaction that is not in the course of similar transactions;
(10)
owning, without more, property; and
(11)
doing business in interstate commerce.
(b)
A person does not do business in this state solely by being a member or manager of a foreign limited liability company that does business in this state.
(c)
This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service of process, taxation, or regulation under law of this state other than this chapter.
Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 38 - UNIFORM LIMITED LIABILITY COMPANY ACT (§§ 4-38-101 — 4-38-1203) › Subchapter 9 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 4-38-901 — 4-38-913) › Section 4-38-906 - Noncomplying name of foreign limited liability company

(a)
A foreign limited liability company whose name does not comply with §
4-38-112
may not register to do business in this state until it adopts, for the purpose of doing business in this state, an alternate name that complies with §
4-38-112
. A company that registers under an alternate name under this subsection need not comply with §
4-26-405
, §
4-27-404
, or §
4-42-707
. After registering to do business in this state with an alternate name, a company shall do business in this state under:
(1)
the alternate name;
(2)
the company's name, with the addition of its jurisdiction of formation; or
(3)
a name the company is authorized to use under §
4-26-405
, §
4-27-404
, or §
4-42-707
.
(b)
If a registered foreign limited liability company changes its name to one that does not comply with §
4-38-112
, it may not do business in this state until it complies with subsection (a) by amending its registration to adopt an alternate name that complies with §
4-38-112
.
Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 38 - UNIFORM LIMITED LIABILITY COMPANY ACT (§§ 4-38-101 — 4-38-1203) › Subchapter 9 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 4-38-901 — 4-38-913) › Section 4-38-907 - Withdrawal deemed on conversion to domestic filing entity or domestic limited liability partnership

A registered foreign limited liability company that converts to a domestic limited liability partnership or to a domestic entity whose formation requires delivery of a record to the Secretary of State for filing is deemed to have withdrawn its registration on the effective date of the conversion.
Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 38 - UNIFORM LIMITED LIABILITY COMPANY ACT (§§ 4-38-101 — 4-38-1203) › Subchapter 9 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 4-38-901 — 4-38-913) › Section 4-38-908 - Withdrawal on dissolution or conversion to nonfiling entity other than limited liability partnership

(a)
A registered foreign limited liability company that has dissolved and completed winding up or has converted to a domestic or foreign entity whose formation does not require the public filing of a record, other than a limited liability partnership, shall deliver a statement of withdrawal to the Secretary of State for filing. The statement must state:
(1)
in the case of a company that has completed winding up:
(A)
its name and jurisdiction of formation;
(B)
that the company surrenders its registration to do business in this state; and
(2)
in the case of a company that has converted:
(A)
the name of the converting company and its jurisdiction of formation;
(B)
the type of entity to which the company has converted and its jurisdiction of formation;
(C)
that the converted entity surrenders the converting company's registration to do business in this state and revokes the authority of the converting company's registered agent to act as registered agent in this state on behalf of the company or the converted entity; and
(D)
a mailing address to which service of process may be made under subsection (b).
(b)
After a withdrawal under this section has become effective, service of process in any action or proceeding based on a cause of action arising during the time the foreign limited liability company was registered to do business in this state may be made pursuant to §
4-38-119
.
Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 38 - UNIFORM LIMITED LIABILITY COMPANY ACT (§§ 4-38-101 — 4-38-1203) › Subchapter 9 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 4-38-901 — 4-38-913) › Section 4-38-909 - Transfer of registration

(a)
When a registered foreign limited liability company has merged into a foreign entity that is not registered to do business in this state or has converted to a foreign entity required to register with the Secretary of State to do business in this state, the foreign entity shall deliver to the Secretary of State for filing an application for transfer of registration. The application must state:
(1)
the name of the registered foreign limited liability company before the merger or conversion;
(2)
that before the merger or conversion the registration pertained to a foreign limited liability company;
(3)
the name of the applicant foreign entity into which the foreign limited liability company has merged or to which it has been converted and, if the name does not comply with §
4-38-112
, an alternate name adopted pursuant to §
4-38-906(a)
;
(4)
the type of entity of the applicant foreign entity and its jurisdiction of formation;
(5)
the street and mailing addresses of the principal office of the applicant foreign entity and, if the law of the entity's jurisdiction of formation requires the entity to maintain an office in that jurisdiction, the street and mailing addresses of that office; and
(6)
the name and street and mailing addresses of the applicant foreign entity's registered agent in this state.
(b)
When an application for transfer of registration takes effect, the registration of the foreign limited liability company to do business in this state is transferred without interruption to the foreign entity into which the company has merged or to which it has been converted.
Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 38 - UNIFORM LIMITED LIABILITY COMPANY ACT (§§ 4-38-101 — 4-38-1203) › Subchapter 9 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 4-38-901 — 4-38-913) › Section 4-38-910 - Termination of registration

(a)
The Secretary of State may terminate the registration of a registered foreign limited liability company in the manner provided in subsections (b) and (c) if the company does not:
(1)
pay, not later than 60 days after the due date, any fee, tax, interest, or penalty required to be paid to the Secretary of State under this chapter or law other than this chapter;
(2)
deliver to the Secretary of State for filing, not later than 60 days after the due date, an annual report required under §
4-38-212
;
(3)
have a registered agent as required by §
4-38-115
; or
(4)
deliver to the Secretary of State for filing a statement of a change under §
4-38-116
not later than 30 days after a change has occurred in the name or address of the registered agent.
(b)
The Secretary of State may terminate the registration of a registered foreign limited liability company by:
(1)
filing a notice of termination or noting the termination in the records of the Secretary of State; and
(2)
delivering a copy of the notice or the information in the notation to the company's registered agent or, if the company does not have a registered agent, to the company's principal office.
(c)
The notice must state or the information in the notation must include:
(1)
the effective date of the termination, which must be at least 60 days after the date the Secretary of State delivers the copy; and
(2)
the grounds for termination under subsection (a).
(d)
The authority of a registered foreign limited liability company to do business in this state ceases on the effective date of the notice of termination or notation under subsection (b), unless before that date the company cures each ground for termination stated in the notice or notation. If the company cures each ground, the Secretary of State shall file a record so stating.
Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 38 - UNIFORM LIMITED LIABILITY COMPANY ACT (§§ 4-38-101 — 4-38-1203) › Subchapter 9 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 4-38-901 — 4-38-913) › Section 4-38-911 - Withdrawal of registration of registered foreign limited liability company

(a)
A registered foreign limited liability company may withdraw its registration by delivering a statement of withdrawal to the Secretary of State for filing. The statement of withdrawal must state:
(1)
the name of the company and its jurisdiction of formation;
(2)
that the company is not doing business in this state and that it withdraws its registration to do business in this state;
(3)
that the company revokes the authority of its registered agent to accept service on its behalf in this state; and
(4)
an address to which service of process may be made under subsection (b).
(b)
After the withdrawal of the registration of a foreign limited liability company, service of process in any action or proceeding based on a cause of action arising during the time the company was registered to do business in this state may be made pursuant to §
4-38-119
.
Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 38 - UNIFORM LIMITED LIABILITY COMPANY ACT (§§ 4-38-101 — 4-38-1203) › Subchapter 9 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 4-38-901 — 4-38-913) › Section 4-38-912 - Action by Attorney General

The Attorney General may maintain an action to enjoin a foreign limited liability company from doing business in this state in violation of this subchapter.
Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 38 - UNIFORM LIMITED LIABILITY COMPANY ACT (§§ 4-38-101 — 4-38-1203) › Subchapter 10 - MERGER, INTEREST EXCHANGE, CONVERSION, AND DOMESTICATION (§§ 4-38-1001 — 4-38-1056) › Part 1 - GENERAL PROVISIONS (§§ 4-38-1001 — 4-38-1006) › Section 4-38-1002 - Relationship of subchapter to other laws

(a)
This subchapter does not authorize an act prohibited by, and does not affect the application or requirements of, law other than this subchapter.
(b)
A transaction effected under this subchapter may not create or impair a right, duty or obligation of a person under the statutory law of this state other than this subchapter relating to a change in control, takeover, business combination, control-share acquisition, or similar transaction involving a domestic merging, acquired, converting, or domesticating business corporation unless:
(1)
if the corporation does not survive the transaction, the transaction satisfies any requirements of the law; or
(2)
if the corporation survives the transaction, the approval of the plan is by a vote of the shareholders or directors which would be sufficient to create or impair the right, duty, or obligation directly under the law.
Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 38 - UNIFORM LIMITED LIABILITY COMPANY ACT (§§ 4-38-101 — 4-38-1203) › Subchapter 10 - MERGER, INTEREST EXCHANGE, CONVERSION, AND DOMESTICATION (§§ 4-38-1001 — 4-38-1056) › Part 1 - GENERAL PROVISIONS (§§ 4-38-1001 — 4-38-1006) › Section 4-38-1003 - Required notice or approval

(a)
A domestic or foreign entity that is required to give notice to, or obtain the approval of, a governmental agency or officer of this state to be a party to a merger must give the notice or obtain the approval to be a party to an interest exchange, conversion, or domestication.
(b)
Property held for a charitable purpose under the law of this state by a domestic or foreign entity immediately before a transaction under this subchapter becomes effective may not, as a result of the transaction, be diverted from the objects for which it was donated, granted, devised, or otherwise transferred unless, to the extent required by or pursuant to the law of this state concerning cy pres or other law dealing with nondiversion of charitable assets, the entity obtains an appropriate order of the circuit court the Attorney General specifying the disposition of the property.
(c)
A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance which is made to a merging entity that is not the surviving entity and which takes effect or remains payable after the merger inures to the surviving entity.
(d)
A trust obligation that would govern property if transferred to a nonsurviving entity applies to property that is transferred to the surviving entity under this section.
Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 38 - UNIFORM LIMITED LIABILITY COMPANY ACT (§§ 4-38-101 — 4-38-1203) › Subchapter 10 - MERGER, INTEREST EXCHANGE, CONVERSION, AND DOMESTICATION (§§ 4-38-1001 — 4-38-1056) › Part 1 - GENERAL PROVISIONS (§§ 4-38-1001 — 4-38-1006) › Section 4-38-1004 - Nonexclusivity

The fact that a transaction under this subchapter produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law other than this subchapter.
Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 38 - UNIFORM LIMITED LIABILITY COMPANY ACT (§§ 4-38-101 — 4-38-1203) › Subchapter 10 - MERGER, INTEREST EXCHANGE, CONVERSION, AND DOMESTICATION (§§ 4-38-1001 — 4-38-1056) › Part 1 - GENERAL PROVISIONS (§§ 4-38-1001 — 4-38-1006) › Section 4-38-1005 - Reference to external facts

A plan may refer to facts ascertainable outside the plan if the manner in which the facts will operate upon the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by a person, whether or not the event, determination, or action is within the control of a party to the transaction.
Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 38 - UNIFORM LIMITED LIABILITY COMPANY ACT (§§ 4-38-101 — 4-38-1203) › Subchapter 10 - MERGER, INTEREST EXCHANGE, CONVERSION, AND DOMESTICATION (§§ 4-38-1001 — 4-38-1056) › Part 1 - GENERAL PROVISIONS (§§ 4-38-1001 — 4-38-1006) › Section 4-38-1006 - Appraisal rights

An interest holder of a domestic merging, acquired, converting, or domesticating limited liability company is entitled to contractual appraisal rights in connection with a transaction under this subchapter to the extent provided in:
(1)
the operating agreement; or
(2)
the plan.
Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.