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 1 - GENERAL PROVISIONS (§§ 4-38-101 — 4-38-122) › Section 4-38-113 - Reservation of name

(a)
A person may reserve the exclusive use of a name that complies with §
4-38-112
by delivering an application to the Secretary of State for filing. The application must state the name and address of the applicant and the name to be reserved. If the Secretary of State finds that the name is available, the Secretary of State shall reserve the name for the applicant's exclusive use for 120 days.
(b)
The owner of a reserved name may transfer the reservation to another person by delivering to the Secretary of State a signed notice in a record of the transfer which states the name and address of the person to which the reservation is being transferred.
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 1 - GENERAL PROVISIONS (§§ 4-38-101 — 4-38-122) › Section 4-38-114 - Registration of name

(a)
A foreign limited liability company not registered to do business in this state under §
4-38-901
et seq. may register its name, or an alternate name adopted pursuant to §
4-38-906
, if the name is distinguishable on the records of the Secretary of State from the names that are not available under §
4-38-112
.
(b)
To register its name or an alternate name adopted pursuant to §
4-38-906
, a foreign limited liability company must deliver to the Secretary of State for filing an application stating the company's name, the jurisdiction and date of its formation, and any alternate name adopted pursuant to §
4-38-906
. If the Secretary of State finds that the name applied for is available, the Secretary of State shall register the name for the applicant's exclusive use.
(c)
The registration of a name under this section is effective for one year after the date of registration.
(d)
A foreign limited liability company whose name registration is effective may renew the registration for successive one-year periods by delivering, not earlier than three months before the expiration of the registration, to the Secretary of State for filing a renewal application that complies with this section. When filed, the renewal application renews the registration for a succeeding one-year period.
(e)
A foreign limited liability company whose name registration is effective may register as a foreign limited liability company under the registered name or consent in a signed record to the use of that name by another person that is not an individual.
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 1 - GENERAL PROVISIONS (§§ 4-38-101 — 4-38-122) › Section 4-38-115 - Registered agent

(a)
Each limited liability company and each registered foreign limited liability company shall designate and maintain a registered agent in this state in compliance with the Model Registered Agents Act, §
4-20-101
et seq.
(b)
The designation of a registered agent is an affirmation of fact by the limited liability company or registered foreign limited liability company that the agent has consented to serve.
(c)
A registered agent for a limited liability company or registered foreign limited liability company must have a place of business in this state.
(d)
The only duties under this chapter of a registered agent that has complied with this chapter are as described in §
4-20-114
.
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 1 - GENERAL PROVISIONS (§§ 4-38-101 — 4-38-122) › Section 4-38-116 - Change of registered agent or address for registered agent by limited liability company

(a)
A limited liability company or registered foreign limited liability company may change its registered agent or the address of its registered agent as provided under §
4-20-108
.
(b)
Any change by a noncommercial registered agent shall comply with §
4-20-109
.
(c)
Any change by a commercial registered agent shall comply with §
4-20-110
.
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 1 - GENERAL PROVISIONS (§§ 4-38-101 — 4-38-122) › Section 4-38-117 - Resignation of registered agent

(a)
A registered agent may resign as an agent for a limited liability company or registered foreign limited liability company as directed under §
4-20-111
.
(b)
A statement of resignation takes effect on the earlier of:
(1)
the 31st day after the day on which it is filed by the Secretary of State; or
(2)
the designation of a new registered agent for the limited liability company or registered foreign limited liability company.
(c)
A registered agent promptly shall furnish to the limited liability company or registered foreign limited liability company notice in a record of the date on which a statement of resignation was filed.
(d)
When a statement of resignation takes effect, the registered agent ceases to have responsibility under this chapter for any matter thereafter tendered to it as agent for the limited liability company or registered foreign limited liability company. The resignation does not affect any contractual rights the company or foreign company has against the agent or that the agent has against the company or foreign company.
(e)
A registered agent may resign with respect to a limited liability company or registered foreign limited liability company whether or not the company or foreign company is in good standing.
Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
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 1 - GENERAL PROVISIONS (§§ 4-38-101 — 4-38-122) › Section 4-38-119 - Service of process, notice, or demand

(a)
A limited liability company or registered foreign limited liability company may be served with any process, notice, or demand required or permitted by law by serving its registered agent.
(b)
If a limited liability company or registered foreign limited liability company ceases to have a registered agent, or if its registered agent cannot with reasonable diligence be served, the company or foreign company may be served by registered or certified mail, return receipt requested, or by similar commercial delivery service, addressed to the company or foreign company at its principal office. The address of the principal office must be as shown on the company's or foreign company's most recent annual report filed with the Secretary of State. Service is effected under this subsection on the earliest of:
(1)
the date the company or foreign company receives the mail or delivery by the commercial delivery service;
(2)
the date shown on the return receipt, if signed by the company or foreign company; or
(3)
five days after its deposit with the United States Postal Service, or with the commercial delivery service, if correctly addressed and with sufficient postage or payment.
(c)
If process, notice, or demand cannot be served on a limited liability company or registered foreign limited liability company pursuant to subsection (a) or (b), service may be made by handing a copy to the individual in charge of any regular place of business or activity of the company or foreign company if the individual served is not a plaintiff in the action.
(d)
Service of process, notice, or demand on a registered agent must be in a written record.
(e)
Service of process, notice, or demand may be made by other means under law 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 1 - GENERAL PROVISIONS (§§ 4-38-101 — 4-38-122) › Section 4-38-120 - Delivery of record

(a)
Except as otherwise provided in this chapter, permissible means of delivery of a record include delivery by hand, mail, conventional commercial practice, and electronic transmission.
(b)
Delivery to the Secretary of State is effective only when a record is received by the Secretary of 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 1 - GENERAL PROVISIONS (§§ 4-38-101 — 4-38-122) › Section 4-38-121 - Reservation of power to amend or repeal

The General Assembly has power to amend or repeal all or part of this chapter at any time, and all limited liability companies and foreign limited liability companies subject to this chapter are governed by the amendment or repeal.
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 2 - FORMATION; CERTIFICATE OF ORGANIZATION AND OTHER FILINGS (§§ 4-38-201 — 4-38-212) › Section 4-38-201 - Formation of limited liability company; Certificate of organization

(a)
One or more persons may act as organizers to form a limited liability company by delivering to the Secretary of State for filing a certificate of organization.
(b)
A certificate of organization must state:
(1)
the name of the limited liability company, which must comply with §
4-38-112
;
(2)
the street and mailing addresses of the company's principal office; and
(3)
the information required by §
4-20-105(a)
.
(c)
A certificate of organization may contain statements as to matters other than those required by subsection (b), but may not vary or otherwise affect the provisions specified in §
4-38-105(e) and (f)
in a manner inconsistent with that section. However, a statement in a certificate of organization is not effective as a statement of authority.
(d)
A limited liability company is formed when the certificate of organization becomes effective and at least one person has become a member or manager.
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 2 - FORMATION; CERTIFICATE OF ORGANIZATION AND OTHER FILINGS (§§ 4-38-201 — 4-38-212) › Section 4-38-202 - Amendment or restatement of certificate of organization

(a)
A certificate of organization may be amended or restated at any time.
(b)
To amend its certificate of organization, a limited liability company must deliver to the Secretary of State for filing an amendment stating:
(1)
the name of the company;
(2)
the date of filing of its initial certificate; and
(3)
the text of the amendment.
(c)
To restate its certificate of organization, a limited liability company must deliver to the Secretary of State for filing a restatement, designated as such in its heading.
(d)
If a member of a member-managed limited liability company, or a manager of a manager-managed limited liability company, knows that any information in a filed certificate of organization was inaccurate when the certificate was filed or has become inaccurate due to changed circumstances, the member or manager shall promptly:
(1)
cause the certificate to be amended; or
(2)
if appropriate, deliver to the Secretary of State for filing a statement of change under §
4-38-116
or a statement of correction under §
4-38-209
.
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 2 - FORMATION; CERTIFICATE OF ORGANIZATION AND OTHER FILINGS (§§ 4-38-201 — 4-38-212) › Section 4-38-203 - Signing of records to be delivered for filing to Secretary of State

(a)
A record delivered to the Secretary of State for filing pursuant to this chapter must be signed as follows:
(1)
Except as otherwise provided in paragraphs (2) and (3), a record signed by a limited liability company must be signed by a person authorized by the company.
(2)
A company's initial certificate of organization must be signed by at least one person acting as an organizer.
(3)
A record delivered on behalf of a dissolved company that has no member must be signed by the person winding up the company's activities and affairs under §
4-38-702(c)
or a person appointed under §
4-38-702(d)
to wind up the activities and affairs.
(4)
A statement of denial by a person under §
4-38-303
must be signed by that person.
(5)
Any other record delivered on behalf of a person to the Secretary of State for filing must be signed by that person.
(b)
A record delivered for filing under this chapter may be signed by an agent. Whenever this chapter requires a particular individual to sign a record and the individual is deceased or incompetent, the record may be signed by a legal representative of the individual.
(c)
A person that signs a record as an agent or legal representative affirms as a fact that the person is authorized to sign the record.
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 2 - FORMATION; CERTIFICATE OF ORGANIZATION AND OTHER FILINGS (§§ 4-38-201 — 4-38-212) › Section 4-38-204 - Signing and filing pursuant to judicial order

(a)
If a person required by this chapter to sign a record or deliver a record to the Secretary of State for filing under this chapter does not do so, any other person that is aggrieved may petition the circuit court to order:
(1)
the person to sign the record;
(2)
the person to deliver the record to the Secretary of State for filing; or
(3)
the Secretary of State to file the record unsigned.
(b)
If a petitioner under subsection (a) is not the limited liability company or foreign limited liability company to which the record pertains, the petitioner shall make the company or foreign company a party to the action.
(c)
A record filed under subsection (a)(3) is effective without being signed.
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 2 - FORMATION; CERTIFICATE OF ORGANIZATION AND OTHER FILINGS (§§ 4-38-201 — 4-38-212) › Section 4-38-205 - Liability for inaccurate information in filed record

(a)
If a record delivered to the Secretary of State for filing under this chapter and filed by the Secretary of State contains inaccurate information, a person that suffers loss by reliance on the information may recover damages for the loss from:
(1)
a person that signed the record, or caused another to sign it on the person's behalf, and knew the information to be inaccurate at the time the record was signed; and
(2)
subject to subsection (b), a member of a member-managed limited liability company or a manager of a manager-managed limited liability company if:
(A)
the record was delivered for filing on behalf of the company; and
(B)
the member or manager knew or had notice of the inaccuracy for a reasonably sufficient time before the information was relied upon so that, before the reliance, the member or manager reasonably could have:
(i)
effected an amendment under §
4-38-202
;
(ii)
filed a petition under §
4-38-204
; or
(iii)
delivered to the Secretary of State for filing a statement of change under §
4-38-116
or a statement of correction under §
4-38-209
.
(b)
To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of responsibility for maintaining the accuracy of information contained in records delivered on behalf of the company to the Secretary of State for filing under this chapter and imposes that responsibility on one or more other members, the liability stated in subsection (a)(2) applies to those other members and not to the member that the operating agreement relieves of the responsibility.
(c)
An individual who signs a record authorized or required to be filed under this chapter affirms under penalty of perjury that the information stated in the record is accurate.
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 2 - FORMATION; CERTIFICATE OF ORGANIZATION AND OTHER FILINGS (§§ 4-38-201 — 4-38-212) › Section 4-38-206 - Filing requirements

(a)
To be filed by the Secretary of State pursuant to this chapter, a record must be received by the Secretary of State, comply with this chapter, and satisfy the following:
(1)
The filing of the record must be required or permitted by this chapter.
(2)
The record must be physically delivered in written form unless and to the extent the Secretary of State permits electronic delivery of records.
(3)
The words in the record must be in English, and numbers must be in Arabic or Roman numerals, but the name of an entity need not be in English if written in English letters or Arabic or Roman numerals.
(4)
The record must be signed by a person authorized or required under this chapter to sign the record.
(5)
The record must state the name and capacity, if any, of each individual who signed it, either on behalf of the individual or the person authorized or required to sign the record, but need not contain a seal, attestation, acknowledgment, or verification.
(b)
If law other than this chapter prohibits the disclosure by the Secretary of State of information contained in a record delivered to the Secretary of State for filing, the Secretary of State shall file the record if the record otherwise complies with this chapter but may redact the information.
(c)
When a record is delivered to the Secretary of State for filing, any fee required under this chapter and any fee, tax, interest, or penalty required to be paid under this chapter or law other than this chapter must be paid in a manner permitted by the Secretary of State or by that law.
(d)
The Secretary of State may require that a record delivered in written form be accompanied by an identical or conformed copy.
(e)
The Secretary of State may provide forms for filings required or permitted to be made by this chapter, but, except as otherwise provided in subsection (f), their use is not required.
(f)
The Secretary of State may require that a cover sheet for a filing be on a form prescribed by the Secretary of 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 2 - FORMATION; CERTIFICATE OF ORGANIZATION AND OTHER FILINGS (§§ 4-38-201 — 4-38-212) › Section 4-38-207 - Effective date and time

Except as otherwise provided in §
4-38-208
and subject to §
4-38-209(d)
, a record filed under this chapter is effective:
(1)
on the date and at the time of its filing by the Secretary of State, as provided in §
4-38-210(b)
;
(2)
on the date of filing and at the time specified in the record as its effective time, if later than the time under paragraph (1);
(3)
at a specified delayed effective date and time, which may not be more than 90 days after the date of filing; or
(4)
if a delayed effective date is specified, but no time is specified, at 12:01 a.m. on the date specified, which may not be more than 90 days after the date of filing.
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 2 - FORMATION; CERTIFICATE OF ORGANIZATION AND OTHER FILINGS (§§ 4-38-201 — 4-38-212) › Section 4-38-208 - Withdrawal of filed record before effectiveness

(a)
Except as otherwise provided in §§
4-38-1024
,
4-38-1034
,
4-38-1044
, and
4-38-1054
, a record delivered to the Secretary of State for filing may be withdrawn before it takes effect by delivering to the Secretary of State for filing a statement of withdrawal.
(b)
A statement of withdrawal must:
(1)
be signed by each person that signed the record being withdrawn, except as otherwise agreed by those persons;
(2)
identify the record to be withdrawn; and
(3)
if signed by fewer than all the persons that signed the record being withdrawn, state that the record is withdrawn in accordance with the agreement of all the persons that signed the record.
(c)
On filing by the Secretary of State of a statement of withdrawal, the action or transaction evidenced by the original record does not take effect.
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 2 - FORMATION; CERTIFICATE OF ORGANIZATION AND OTHER FILINGS (§§ 4-38-201 — 4-38-212) › Section 4-38-209 - Correcting filed record

(a)
A person on whose behalf a filed record was delivered to the Secretary of State for filing may correct the record if:
(1)
the record at the time of filing was inaccurate;
(2)
the record was defectively signed; or
(3)
the electronic transmission of the record to the Secretary of State was defective.
(b)
To correct a filed record, a person on whose behalf the record was delivered to the Secretary of State must deliver to the Secretary of State for filing a statement of correction.
(c)
A statement of correction:
(1)
may not state a delayed effective date;
(2)
must be signed by the person correcting the filed record;
(3)
must identify the filed record to be corrected;
(4)
must specify the inaccuracy or defect to be corrected;
(5)
must correct the inaccuracy or defect; and
(6)
may not correct original certificate of organization.
(d)
A statement of correction is effective as of the effective date of the filed record that it corrects except for purposes of §
4-38-103(d)
and as to persons relying on the uncorrected filed record and adversely affected by the correction. For those purposes and as to those persons, the statement of correction is effective when filed.
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 2 - FORMATION; CERTIFICATE OF ORGANIZATION AND OTHER FILINGS (§§ 4-38-201 — 4-38-212) › Section 4-38-210 - Duty of Secretary of State to file - Review of refusal to file - Delivery of record by Secretary of State

(a)
The Secretary of State shall file a record delivered to the Secretary of State for filing which satisfies this chapter. The duty of the Secretary of State under this section is ministerial.
(b)
When the Secretary of State files a record, the Secretary of State shall record it as filed on the date and at the time of its delivery. After filing a record, the Secretary of State shall deliver to the person that submitted the record a copy of the record with an acknowledgment of the date and time of filing and, in the case of a statement of denial, also to the limited liability company to which the statement pertains.
(c)
If the Secretary of State refuses to file a record, the Secretary of State shall, not later than 15 business days after the record is delivered:
(1)
return the record or notify the person that submitted the record of the refusal; and
(2)
provide a brief explanation in a record of the reason for the refusal.
(d)
If the Secretary of State refuses to file a record, the person that submitted the record may petition the circuit court to compel filing of the record. The record and the explanation of the Secretary of State of the refusal to file must be attached to the petition. The court may decide the matter in a summary proceeding.
(e)
The filing of or refusal to file a record does not:
(1)
affect the validity or invalidity of the record in whole or in part; or
(2)
create a presumption that the information contained in the record is correct or incorrect.
(f)
Except as otherwise provided by §
4-38-119
or by law other than this chapter, the Secretary of State may deliver any record to a person by delivering it:
(1)
in person to the person that submitted it;
(2)
to the address of the person's registered agent;
(3)
to the principal office of the person; or
(4)
to another address the person provides to the Secretary of State for delivery.
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 2 - FORMATION; CERTIFICATE OF ORGANIZATION AND OTHER FILINGS (§§ 4-38-201 — 4-38-212) › Section 4-38-211 - Certificate of good standing or registration

(a)
On request of any person, the Secretary of State shall issue a certificate of good standing for a limited liability company or a certificate of registration for a registered foreign limited liability company.
(b)
A certificate under subsection (a) must state:
(1)
the limited liability company's name or the registered foreign limited liability company's name used in this state;
(2)
in the case of a limited liability company:
(A)
that a certificate of organization has been filed and has taken effect;
(B)
the date the certificate became effective;
(C)
the period of the company's duration if the records of the Secretary of State reflect that its period of duration is less than perpetual; and
(D)
that:
(i)
no statement of dissolution, statement of administrative dissolution, or statement of termination has been filed;
(ii)
the records of the Secretary of State do not otherwise reflect that the company has been dissolved or terminated; and
(iii)
a proceeding is not pending under §
4-38-708
;
(3)
in the case of a registered foreign limited liability company, that it is registered to do business in this state;
(4)
that all fees, taxes, interest, and penalties owed to this state by the limited liability company or foreign limited liability company and collected through the Secretary of State have been paid, if:
(A)
payment is reflected in the records of the Secretary of State; and
(B)
nonpayment affects the good standing or registration of the company or foreign company;
(5)
that the most recent annual report required by §
4-38-212
has been delivered to the Secretary of State for filing; and
(6)
other facts reflected in the records of the Secretary of State pertaining to the limited liability company or foreign limited liability company which the person requesting the certificate reasonably requests.
(c)
Subject to any qualification stated in the certificate, a certificate issued by the Secretary of State under subsection (a) may be relied on as conclusive evidence of the facts stated in the certificate.
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 2 - FORMATION; CERTIFICATE OF ORGANIZATION AND OTHER FILINGS (§§ 4-38-201 — 4-38-212) › Section 4-38-212 - Annual report for Secretary of State

(a)
A limited liability company or registered foreign limited liability company shall deliver to the Secretary of State for filing an annual report that states:
(1)
the name of the company or foreign company;
(2)
the name and street and mailing addresses of its registered agent in this state;
(3)
the street and mailing addresses of its principal office;
(4)
if the company is member managed, the name of at least one member;
(5)
if the company is manager managed, the name of at least one manager; and
(6)
in the case of a foreign company, its jurisdiction of formation and any alternate name adopted under §
4-38-906(a)
.
(b)
Information in the annual report must be current as of the date the report is signed by the limited liability company or registered foreign limited liability company.
(c)
The first annual report must be delivered to the Secretary of State for filing after January 1 and before April 1 of the year following the calendar year in which the limited liability company's certificate of organization became effective or the registered foreign limited liability company registered to do business in this state. Subsequent annual reports must be delivered to the Secretary of State for filing after January 1 and before April 1 of each calendar year thereafter.
(d)
If an annual report does not contain the information required by this section, the Secretary of State promptly shall notify the reporting limited liability company or registered foreign limited liability company in a record and return the report for correction.
(e)
If an annual report contains the name or address of a registered agent which differs from the information shown in the records of the Secretary of State immediately before the report becomes effective, the differing information in the report is considered a statement of change under §
4-38-116
.
(f)
A limited liability company has satisfied the annual report requirements under this section if the requirements under the Arkansas Corporate Franchise Tax Act of 1979, §
26-54-101
et seq., have been met.
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 3 - RELATIONS OF MEMBERS AND MANAGERS TO PERSONS DEALING WITH LIMITED LIABILITY COMPANY (§§ 4-38-301 — 4-38-304) › Section 4-38-301 - No agency power of member as member

(a)
A member is not an agent of a limited liability company solely by reason of being a member.
(b)
A person's status as a member does not prevent or restrict law other than this chapter from imposing liability on a limited liability company because of the person's conduct.
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 3 - RELATIONS OF MEMBERS AND MANAGERS TO PERSONS DEALING WITH LIMITED LIABILITY COMPANY (§§ 4-38-301 — 4-38-304) › Section 4-38-303 - Statement of denial

A person named in a filed statement of authority granting that person authority may deliver to the Secretary of State for filing a statement of denial that:
(1)
provides the name of the limited liability company and the caption of the statement of authority to which the statement of denial pertains; and
(2)
denies the grant of authority.
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 3 - RELATIONS OF MEMBERS AND MANAGERS TO PERSONS DEALING WITH LIMITED LIABILITY COMPANY (§§ 4-38-301 — 4-38-304) › Section 4-38-304 - Liability of members and managers

(a)
A debt, obligation, or other liability of a limited liability company is solely the debt, obligation, or other liability of the company. A member or manager is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the company solely by reason of being or acting as a member or manager. This subsection applies regardless of the dissolution of the company.
(b)
The failure of a limited liability company to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground for imposing liability on a member or manager for a debt, obligation, or other liability of the 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 4 - RELATIONS OF MEMBERS TO EACH OTHER AND TO LIMITED LIABILITY COMPANY (§§ 4-38-401 — 4-38-410) › Section 4-38-401 - Becoming member

(a)
If a limited liability company is to have only one member upon formation, the person becomes a member as agreed by that person and the organizer of the company. That person and the organizer may be, but need not be, different persons. If different, the organizer acts on behalf of the initial member.
(b)
If a limited liability company is to have more than one member upon formation, those persons become members as agreed by the persons before the formation of the company. The organizer acts on behalf of the persons in forming the company and may be, but need not be, one of the persons.
(c)
After formation of a limited liability company, a person becomes a member:
(1)
as provided in the operating agreement;
(2)
as the result of a transaction effective under §
4-38-1001
et seq.;
(3)
with the affirmative vote or consent of all the members; or
(4)
as provided in §
4-38-701(a)(3)
.
(d)
A person may become a member without:
(1)
acquiring a transferable interest; or
(2)
making or being obligated to make a contribution to 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 4 - RELATIONS OF MEMBERS TO EACH OTHER AND TO LIMITED LIABILITY COMPANY (§§ 4-38-401 — 4-38-410) › Section 4-38-402 - Form of contribution

A contribution may consist of property transferred to, services performed for, or another benefit provided to the limited liability company or an agreement to transfer property to, perform services for, or provide another benefit to the 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 4 - RELATIONS OF MEMBERS TO EACH OTHER AND TO LIMITED LIABILITY COMPANY (§§ 4-38-401 — 4-38-410) › Section 4-38-403 - Liability for contributions

(a)
A person's obligation to make a contribution to a limited liability company is not excused by the person's death, disability, termination, or other inability to perform personally.
(b)
If a person does not fulfill an obligation to make a contribution other than money, the person is obligated at the option of the limited liability company to contribute money equal to the value of the part of the contribution which has not been made.
(c)
The obligation of a person to make a contribution may be compromised only by the affirmative vote or consent of all the members. If a creditor of a limited liability company extends credit or otherwise acts in reliance on an obligation described in subsection (a) without knowledge or notice of a compromise under this subsection, the creditor may enforce the obligation.
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 4 - RELATIONS OF MEMBERS TO EACH OTHER AND TO LIMITED LIABILITY COMPANY (§§ 4-38-401 — 4-38-410) › Section 4-38-404 - Sharing of and right to distributions before dissolution

(a)
Any distribution made by a limited liability company before its dissolution and winding up must be in equal shares among members and persons dissociated as members, except to the extent necessary to comply with a transfer effective under §
4-38-502
or charging order in effect under §
4-38-503
.
(b)
A person has a right to a distribution before the dissolution and winding up of a limited liability company only if the company decides to make an interim distribution. A person's dissociation does not entitle the person to a distribution.
(c)
A person does not have a right to demand or receive a distribution from a limited liability company in any form other than money. Except as otherwise provided in §
4-38-707(d)
, a company may distribute an asset in kind only if each part of the asset is fungible with each other part and each person receives a percentage of the asset equal in value to the person's share of distributions.
(d)
If a member or transferee becomes entitled to receive a distribution, the member or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution. However, the company's obligation to make a distribution is subject to offset for any amount owed to the company by the member or a person dissociated as a member on whose account the distribution is made.
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 4 - RELATIONS OF MEMBERS TO EACH OTHER AND TO LIMITED LIABILITY COMPANY (§§ 4-38-401 — 4-38-410) › Section 4-38-406 - Liability for improper distributions

(a)
Except as otherwise provided in subsection (b), if a member of a member-managed limited liability company or manager of a manager-managed limited liability company consents to a distribution made in violation of §
4-38-405
and in consenting to the distribution fails to comply with §
4-38-409
, the member or manager is personally liable to the company for the amount of the distribution which exceeds the amount that could have been distributed without the violation of §
4-38-405
.
(b)
To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of the authority and responsibility to consent to distributions and imposes that authority and responsibility on one or more other members, the liability stated in subsection (a) applies to the other members and not the member that the operating agreement relieves of the authority and responsibility.
(c)
A person that receives a distribution knowing that the distribution violated §
4-38-405
is personally liable to the limited liability company but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid under §
4-38-405
.
(d)
A person against which an action is commenced because the person is liable under subsection (a) may:
(1)
implead any other person that is liable under subsection (a) and seek to enforce a right of contribution from the person; and
(2)
implead any person that received a distribution in violation of subsection (c) and seek to enforce a right of contribution from the person in the amount the person received in violation of subsection (c).
(e)
An action under this section is barred unless commenced not later than two years after the distribution.
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 4 - RELATIONS OF MEMBERS TO EACH OTHER AND TO LIMITED LIABILITY COMPANY (§§ 4-38-401 — 4-38-410) › Section 4-38-408 - Reimbursement - Indemnification - Advancement - Insurance

(a)
A limited liability company shall reimburse a member of a member-managed company or the manager of a manager-managed company for any payment made by the member or manager in the course of the member's or manager's activities on behalf of the company, if the member or manager complied with §
4-38-405
, §
4-38-407
, and §
4-38-409
in making the payment.
(b)
A limited liability company shall indemnify and hold harmless a person with respect to any claim or demand against the person and any debt, obligation, or other liability incurred by the person by reason of the person's former or present capacity as a member or manager, if the claim, demand, debt, obligation, or other liability does not arise from the person's breach of §
4-38-405
, §
4-38-407
, or §
4-38-409
.
(c)
In the ordinary course of its activities and affairs, a limited liability company may advance reasonable expenses, including attorney's fees and costs, incurred by a person in connection with a claim or demand against the person by reason of the person's former or present capacity as a member or manager, if the person promises to repay the company if the person ultimately is determined not to be entitled to be indemnified under subsection (b).
(d)
A limited liability company may purchase and maintain insurance on behalf of a member or manager against liability asserted against or incurred by the member or manager in that capacity or arising from that status even if, under §
4-38-105(e)(7)
, the operating agreement could not eliminate or limit the person's liability to the company for the conduct giving rise to the liability.
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 5 - TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS (§§ 4-38-501 — 4-38-504) › Section 4-38-501 - Nature of transferrable interest

A transferable interest is personal property.
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 5 - TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS (§§ 4-38-501 — 4-38-504) › Section 4-38-502 - Transfer of transferable interest

(a)
A transfer, in whole or in part, of a transferable interest:
(1)
is permissible;
(2)
does not by itself cause a person's dissociation as a member or a dissolution and winding up of the limited liability company's activities and affairs; and
(3)
subject to §
4-38-504
, does not entitle the transferee to:
(A)
participate in the management or conduct of the company's activities and affairs; or
(B)
except as otherwise provided in subsection (c), have access to records or other information concerning the company's activities and affairs.
(b)
A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.
(c)
In a dissolution and winding up of a limited liability company, a transferee is entitled to an account of the company's transactions only from the date of dissolution.
(d)
A transferable interest may be evidenced by a certificate of the interest issued by a limited liability company in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate.
(e)
A limited liability company need not give effect to a transferee's rights under this section until the company knows or has notice of the transfer.
(f)
A transfer of a transferable interest in violation of a restriction on transfer contained in the operating agreement is ineffective if the intended transferee has knowledge or notice of the restriction at the time of transfer.
(g)
Except as otherwise provided in §
4-38-602(5)(B)
, if a member transfers a transferable interest, the transferor retains the rights of a member other than the transferable interest transferred and retains all the duties and obligations of a member.
(h)
If a member transfers a transferable interest to a person that becomes a member with respect to the transferred interest, the transferee is liable for the member's obligations under §§
4-38-403
and
4-38-406
known to the transferee when the transferee becomes a member.
Amended by Act 2023, No. 795,§ 1, eff. 8/1/2023.
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 5 - TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS (§§ 4-38-501 — 4-38-504) › Section 4-38-504 - Power of legal representative of deceased member

If a member dies, the deceased member's legal representative may exercise:
(1)
the rights of a transferee provided in §
4-38-502(c)
; and
(2)
for the purposes of settling the estate, the rights the deceased member had under §
4-38-410
.
Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.