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 37 - UNIFORM PROTECTED SERIES ACT (§§ 4-37-101 — 4-37-805) › Subchapter 3 - ASSOCIATED ASSET; ASSOCIATED MEMBER; PROTECTED-SERIES TRANSFERABLE INTEREST; MANAGEMENT; RIGHT OF INFORMATION (§§ 4-37-301 — 4-37-305) › Section 4-37-301 - Associated asset

(a)
Only an asset of a protected series may be an associated asset of the protected series. Only an asset of a series limited liability company may be an associated asset of the company.
(b)
An asset of a protected series of a series limited liability company is an associated asset of the protected series only if the protected series creates and maintains records that state the name of the protected series and describe the asset with sufficient specificity to permit a disinterested, reasonable individual to:
(1)
identify the asset and distinguish it from any other asset of the protected series, any asset of the company, and any asset of any other protected series of the company;
(2)
determine when and from what person the protected series acquired the asset or how the asset otherwise became an asset of the protected series; and
(3)
if the protected series acquired the asset from the company or another protected series of the company, determine any consideration paid, the payor, and the payee.
(c)
An asset of a series limited liability company is an associated asset of the company only if the company creates and maintains records that state the name of the company and describe the asset with sufficient specificity to permit a disinterested, reasonable individual to:
(1)
identify the asset and distinguish it from any other asset of the company and any asset of any protected series of the company;
(2)
determine when and from what person the company acquired the asset or how the asset otherwise became an asset of the company; and
(3)
if the company acquired the asset from a protected series of the company, determine any consideration paid, the payor, and the payee.
(d)
The records and recordkeeping required by subsections (b) and (c) may be organized by specific listing, category, type, quantity, or computational or allocational formula or procedure, including a percentage or share of any asset, or in any other reasonable manner.
(e)
To the extent permitted by this section and law of this state other than this chapter, a series limited liability company or protected series of the company may hold an associated asset directly or indirectly, through a representative, nominee, or similar arrangement, except that:
(1)
a protected series may not hold an associated asset in the name of the company or another protected series of the company; and
(2)
the company may not hold an associated asset in the name of a protected series of the company.
Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.
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 37 - UNIFORM PROTECTED SERIES ACT (§§ 4-37-101 — 4-37-805) › Subchapter 3 - ASSOCIATED ASSET; ASSOCIATED MEMBER; PROTECTED-SERIES TRANSFERABLE INTEREST; MANAGEMENT; RIGHT OF INFORMATION (§§ 4-37-301 — 4-37-305) › Section 4-37-302 - Associated member

(a)
Only a member of a series limited liability company may be an associated member of a protected series of the company.
(b)
A member of a series limited liability company becomes an associated member of a protected series of the company if the operating agreement or a procedure established by the agreement states:
(1)
that the member is an associated member of the protected series;
(2)
the date on which the member became an associated member; and
(3)
any protected-series transferable interest the associated member has in connection with becoming or being an associated member.
(c)
If a person that is an associated member of a protected series of a series limited liability company is dissociated from the company, the person ceases to be an associated member of the protected series.
Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.
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 37 - UNIFORM PROTECTED SERIES ACT (§§ 4-37-101 — 4-37-805) › Subchapter 3 - ASSOCIATED ASSET; ASSOCIATED MEMBER; PROTECTED-SERIES TRANSFERABLE INTEREST; MANAGEMENT; RIGHT OF INFORMATION (§§ 4-37-301 — 4-37-305) › Section 4-37-303 - Protected-Series transferable interest

(a)
A protected-series transferable interest of a protected series of a series limited liability company must be owned initially by an associated member of the protected series or the company.
(b)
If a protected series of a series limited liability company has no associated members when established, the company owns the protected-series transferable interests in the protected series.
(c)
In addition to acquiring a protected series transferable series interest under subsection (b), a series limited liability company may acquire a series transferable interest through a transfer from another person or as provided in the operating agreement.
(d)
Except for §
4-37-108(a)(3)
, a provision of this chapter which applies to a protected series transferee of a protected series of a series limited liability company applies to the company in its capacity as an owner of a protected-series transferable interest of the protected series. A provision of the operating agreement of a series limited liability company which applies to a protected-series transferee of a protected series of the company applies to the company in its capacity as an owner of a protected-series transferable interest of the protected series.
Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.
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 37 - UNIFORM PROTECTED SERIES ACT (§§ 4-37-101 — 4-37-805) › Subchapter 3 - ASSOCIATED ASSET; ASSOCIATED MEMBER; PROTECTED-SERIES TRANSFERABLE INTEREST; MANAGEMENT; RIGHT OF INFORMATION (§§ 4-37-301 — 4-37-305) › Section 4-37-304 - Management

(a)
A protected series may have more than one protected-series manager.
(b)
If a protected series has no associated members, the series limited liability company is the protected-series manager.
(c)
Section
4-37-108
applies to determine any duties of a protected-series manager of a protected series of a series limited liability company to:
(1)
the protected series;
(2)
any associated member of the protected series; and
(3)
any protected-series transferee of the protected series.
(d)
Solely by reason of being or acting as a protected-series manager of a protected series of a series limited liability company, a person owes no duty to:
(1)
the company;
(2)
another protected series of the company; or
(3)
another person in that person's capacity as:
(A)
a member of the company which is not an associated member of the protected series;
(B)
a protected-series transferee or protected-series manager of another protected series; or
(C)
a transferee of the company.
(e)
An associated member of a protected series of a series limited liability company has the same rights as any other member of the company to vote on or consent to an amendment to the company's operating agreement or any other matter being decided by the members, whether or not the amendment or matter affects the interests of the protected series or the associated member.
(f)
Section
4-38-302
applies to a protected series in accordance with §
4-37-108
.
(g)
An associated member of a protected series is an agent for the protected series with power to bind the protected series to the same extent that a member of a limited liability company is an agent for the company with power to bind the company under §
4-38-301
.
Amended by Act 2021, No. 1041,§ 15, eff. 7/28/2021.
Amended by Act 2021, No. 1041,§ 14, eff. 7/28/2021.
Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.
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 37 - UNIFORM PROTECTED SERIES ACT (§§ 4-37-101 — 4-37-805) › Subchapter 3 - ASSOCIATED ASSET; ASSOCIATED MEMBER; PROTECTED-SERIES TRANSFERABLE INTEREST; MANAGEMENT; RIGHT OF INFORMATION (§§ 4-37-301 — 4-37-305) › Section 4-37-305 - Right of person not associated member of protected series to information concerning protected series

(a)
A member of a series limited liability company which is not an associated member of a protected series of the company has a right to information concerning the protected series to the same extent, in the same manner, and under the same conditions that a member that is not a manager of a manager-managed limited liability company has a right to information concerning the company under §
4-38-410
.
(b)
A person formerly an associated member of a protected series has a right to information concerning the protected series to the same extent, in the same manner, and under the same conditions that a person dissociated as a member of a manager-managed limited liability company has a right to information concerning the company under §
4-38-410
.
(c)
If an associated member of a protected series dies, the legal representative of the deceased associated member has a right to information concerning the protected series to the same extent, in the same manner, and under the same conditions that the legal representative of a deceased member of a limited liability company has a right to information concerning the company under §
4-38-410
.
(d)
A protected-series manager of a protected series has a right to information concerning the protected series to the same extent, in the same manner, and under the same conditions that a manager of a manager-managed limited liability company has a right to information concerning the company under §
4-38-410
.
Amended by Act 2021, No. 1041,§ 16, eff. 7/28/2021.
Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.
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 37 - UNIFORM PROTECTED SERIES ACT (§§ 4-37-101 — 4-37-805) › Subchapter 4 - LIMITATION ON LIABILITY AND ENFORCEMENT OF CLAIMS (§§ 4-37-401 — 4-37-404) › Section 4-37-401 - Limitations on liability

(a)
A person is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of:
(1)
a protected series of a series limited liability company solely by reason of being or acting as:
(A)
an associated member, series manager, or protected-series transferee of the protected series; or
(B)
a member, manager, or a transferee of the company; or
(2)
a series limited liability company solely by reason of being or acting as an associated member, protected-series manager, or protected-series transferee of a protected series of the company.
(b)
Subject to §
4-37-404
, the following rules apply:
(1)
A debt, obligation, or other liability of a series limited liability company is solely the debt, obligation, or liability of the company.
(2)
A debt, obligation, or other liability of a protected series is solely the debt, obligation, or liability of the protected series.
(3)
A series limited liability company is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of a protected series of the company solely by reason of the protected series being a protected series of the company or the company:
(A)
being or acting as a protected-series manager of the protected series;
(B)
having the protected series manage the company; or
(C)
owning a protected-series transferable interest of the protected series.
(4)
A protected series of a series limited liability company is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the company or another protected series of the company solely by reason of:
(A)
being a protected series of the company;
(B)
being or acting as a manager of the company or a protected-series manager of another protected series of the company; or
(C)
having the company or another protected series of the company be or act as a protected-series manager of the protected series.
Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.
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 37 - UNIFORM PROTECTED SERIES ACT (§§ 4-37-101 — 4-37-805) › Subchapter 4 - LIMITATION ON LIABILITY AND ENFORCEMENT OF CLAIMS (§§ 4-37-401 — 4-37-404) › Section 4-37-402 - Claim seeking to disregard limitation of liability

(a)
Except as otherwise provided in subsection (b), a claim seeking to disregard a limitation in §
4-37-401
is governed by the principles of law and equity, including a principle providing a right to a creditor or holding a person liable for a debt, obligation, or other liability of another person, which would apply if each protected series of a series limited liability company were a limited liability company formed separately from the series limited liability company and distinct from the series limited liability company and any other protected series of the series limited liability company.
(b)
The failure of a limited liability company or a protected series to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground to disregard a limitation in §
4-37-401(a)
but may be a ground to disregard a limitation in §
4-37-401(b)
for monetary damages under §
4-32-404
[repealed].
(c)
This section applies to a claim seeking to disregard a limitation of liability applicable to a foreign series limited liability company or foreign protected series and comparable to a limitation stated in §
4-37-401
, if:
(1)
the claimant is a resident of this state or doing business or registered to do business in this state; or
(2)
the claim is to establish or enforce a liability arising under law of this state other than this chapter or from an act or omission in this state.
Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.
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 37 - UNIFORM PROTECTED SERIES ACT (§§ 4-37-101 — 4-37-805) › Subchapter 4 - LIMITATION ON LIABILITY AND ENFORCEMENT OF CLAIMS (§§ 4-37-401 — 4-37-404) › Section 4-37-403 - Remedies of judgment creditor of associated member of protected-series transferee

Section
4-38-503
applies to a judgment creditor of:
(1)
an associated member or protected-series transferee of a protected series; or
(2)
a series limited liability company, to the extent the company owns a protected-series transferable interest of a protected series.
Amended by Act 2021, No. 1041,§ 17, eff. 7/28/2021.
Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.
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 37 - UNIFORM PROTECTED SERIES ACT (§§ 4-37-101 — 4-37-805) › Subchapter 5 - DISSOLUTION AND WINDING UP OF PROTECTED SERIES (§§ 4-37-501 — 4-37-503) › Section 4-37-501 - Events causing dissolution of protected series

A protected series of a series limited liability company is dissolved, and its activities and affairs must be wound up, only on the:
(1)
dissolution of the company;
(2)
occurrence of an event or circumstance the operating agreement states causes dissolution of the protected series;
(3)
affirmative vote or consent of all members; or
(4)
entry by the court of an order dissolving the protected series on application by an associated member or protected-series manager of the protected series:
(A)
in accordance with §
4-37-108
; and
(B)
to the same extent, in the same manner, and on the same grounds the court would enter an order dissolving a limited liability company on application by a member or manager of the company; or
(5)
entry by the court of an order dissolving the protected series on application by the company or a member of the company on the ground that the conduct of all or substantially all the activities and affairs of the protected series is illegal.
Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.
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 37 - UNIFORM PROTECTED SERIES ACT (§§ 4-37-101 — 4-37-805) › Subchapter 5 - DISSOLUTION AND WINDING UP OF PROTECTED SERIES (§§ 4-37-501 — 4-37-503) › Section 4-37-502 - Winding up dissolved protected series

(a)
Subject to subsections (b) and (c) and in accordance with §
4-37-108
:
(1)
a dissolved protected series shall wind up its activities and affairs in the same manner that a limited liability company winds up its activities and affairs under §
4-38-702
, subject to the same requirements and conditions and with the same effects; and
(2)
judicial supervision or another judicial remedy is available in the winding up of the protected series to the same extent, in the same manner, under the same conditions, and with the same effects that apply under §
4-38-702
.
(b)
When a protected series of a series limited liability company dissolves, the company may deliver to the Secretary of State for filing a statement of protected series dissolution stating the name of the company and the protected series and that the protected series is dissolved. The filing of the statement by the Secretary of State has the same effect as the filing by the Secretary of State of a statement of dissolution under §
4-38-702
.
(c)
When a protected series of a series limited liability company has completed winding up, the company may deliver to the Secretary of State for filing a statement of designation cancellation stating the name of the company and the protected series and that the protected series is terminated. The filing of the statement by the Secretary of State has the same effect as the filing by the Secretary of State of a statement of termination under §
4-38-702
.
(d)
A series limited liability company has not completed its winding up until each of the protected series of the company has completed its winding up.
Amended by Act 2021, No. 1041,§ 18, eff. 7/28/2021.
Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.
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 37 - UNIFORM PROTECTED SERIES ACT (§§ 4-37-101 — 4-37-805) › Subchapter 5 - DISSOLUTION AND WINDING UP OF PROTECTED SERIES (§§ 4-37-501 — 4-37-503) › Section 4-37-503 - Effect of reinstatement of series limited liability company or revocation of voluntary dissolution

If a series limited liability company that has been administratively dissolved is reinstated, or a series limited liability company that voluntarily dissolved rescinds its dissolution:
(1)
each protected series of the company ceases winding up; and
(2)
section
4-38-202
applies to each protected series of the company in accordance with §
4-37-108
.
Amended by Act 2021, No. 1041,§ 19, eff. 7/28/2021.
Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.
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 37 - UNIFORM PROTECTED SERIES ACT (§§ 4-37-101 — 4-37-805) › Subchapter 6 - ENTITY TRANSACTIONS RESTRICTED (§§ 4-37-601 — 4-37-608) › Section 4-37-601 - Definitions

In this subchapter:
(1)
"After a merger" or "after the merger" means when a merger under §
4-37-604
becomes effective and afterwards.
(2)
"Before a merger" or "before the merger" means before a merger under §
4-37-604
becomes effective.
(3)
"Continuing protected series" means a protected series of a surviving company which continues in uninterrupted existence after a merger under §
4-37-604
.
(4)
"Merging company" means a limited liability company that is party to a merger under §
4-37-604
.
(5)
"Non-surviving company" means a merging company that does not continue in existence after a merger under §
4-37-604
.
(6)
"Relocated protected series" means a protected series of a non-surviving company which, after a merger under §
4-37-604
, continues in uninterrupted existence as a protected series of the surviving company.
(7)
"Surviving company" means a merging company that continues in existence after a merger under §
4-37-604
.
Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.
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 37 - UNIFORM PROTECTED SERIES ACT (§§ 4-37-101 — 4-37-805) › Subchapter 6 - ENTITY TRANSACTIONS RESTRICTED (§§ 4-37-601 — 4-37-608) › Section 4-37-602 - Protected series may not be party to entity transaction

A protected series may not:
(1)
be an acquiring, acquired, converting, converted, merging, or surviving entity;
(2)
participate in a domestication; or
(3)
be a party to or be formed, organized, established, or created in a transaction substantially like a merger, interest exchange, conversion, or domestication.
Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.
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 37 - UNIFORM PROTECTED SERIES ACT (§§ 4-37-101 — 4-37-805) › Subchapter 6 - ENTITY TRANSACTIONS RESTRICTED (§§ 4-37-601 — 4-37-608) › Section 4-37-603 - Restriction on entity transaction involving protected series

A series limited liability company may not be:
(1)
an acquiring, acquired, converting, converted, domesticating, or domesticated entity; or
(2)
except as otherwise provided in §
4-37-604
, a party to or the surviving company of a merger.
Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.
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 37 - UNIFORM PROTECTED SERIES ACT (§§ 4-37-101 — 4-37-805) › Subchapter 6 - ENTITY TRANSACTIONS RESTRICTED (§§ 4-37-601 — 4-37-608) › Section 4-37-604 - Merger authorized - Parties restricted

A series limited liability company may be party to a merger in accordance with §
4-38-1021
, this section, and §
4-37-605
through
4-37-608
only if:
(1)
each other party to the merger is a domestic limited liability company; and
(2)
the surviving company is not created in the merger.
Amended by Act 2021, No. 1041,§ 20, eff. 7/28/2021.
Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.
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 37 - UNIFORM PROTECTED SERIES ACT (§§ 4-37-101 — 4-37-805) › Subchapter 6 - ENTITY TRANSACTIONS RESTRICTED (§§ 4-37-601 — 4-37-608) › Section 4-37-605 - Plan of merger

In a merger under §
4-37-604
, the plan of merger must:
(1)
comply with §
4-38-1021
; and
(2)
state in a record:
(A)
for any protected series of a non-surviving company, whether after the merger the protected series will be a relocated protected series or be dissolved, wound up, and terminated;
(B)
for any protected series of the surviving company which exists before the merger, whether after the merger the protected series will be a continuing protected series or be dissolved, wound up, and terminated;
(C)
for each relocated protected series or continuing protected series:
(i)
the name of any person that becomes an associated member or protected-series transferee of the protected series after the merger, any consideration to be paid by, on behalf of, or in respect of the person, the name of the payor, and the name of the payee;
(ii)
the name of any person whose rights or obligations in the person's capacity as an associated member or protected-series transferee will change after the merger;
(iii)
any consideration to be paid to a person who before the merger was an associated member or protected-series transferee of the protected series and the name of the payor; and
(iv)
if after the merger the protected series will be a relocated protected series, its new name;
(D)
for any protected series to be established by the surviving company as a result of the merger:
(i)
the name of the protected series;
(ii)
any protected-series transferable interest to be owned by the surviving company when the protected series is established; and
(iii)
the name of and any protected-series transferable interest owned by any person that will be an associated member of the protected series when the protected series is established; and
(E)
for any person that is an associated member of a relocated protected series and will remain a member after the merger, any amendment to the operating agreement of the surviving company which:
(1)
is or is proposed to be in a record; and
(2)
is necessary or appropriate to state the rights and obligations of the person as a member of the surviving company.
Amended by Act 2021, No. 1041,§ 21, eff. 7/28/2021.
Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.
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 37 - UNIFORM PROTECTED SERIES ACT (§§ 4-37-101 — 4-37-805) › Subchapter 6 - ENTITY TRANSACTIONS RESTRICTED (§§ 4-37-601 — 4-37-608) › Section 4-37-606 - Statement of merger

In a merger under §
4-37-604
, the statement of merger must:
(1)
comply with §
4-38-1025
; and
(2)
include as an attachment the following records, each to become effective when the merger becomes effective:
(A)
for a protected series of a merging company being terminated as a result of the merger, a statement of termination signed by the company;
(B)
for a protected series of a non-surviving company which after the merger will be a relocated protected series:
(i)
a statement of relocation signed by the non-surviving company which contains the name of the company and the name of the protected series before and after the merger; and
(ii)
a statement of protected series designation signed by the surviving company; and
(C)
for a protected series being established by the surviving company as a result of the merger, a statement of designation signed by the company.
Amended by Act 2021, No. 1041,§ 22, eff. 7/28/2021.
Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.
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 37 - UNIFORM PROTECTED SERIES ACT (§§ 4-37-101 — 4-37-805) › Subchapter 6 - ENTITY TRANSACTIONS RESTRICTED (§§ 4-37-601 — 4-37-608) › Section 4-37-607 - Effect of merger

When a merger under §
4-37-604
becomes effective, in addition to the effects stated in §
4-38-1026
:
(1)
as provided in the plan of merger, each protected series of each merging company which was established before the merger:
(A)
is a relocated protected series or continuing protected series; or
(B)
is dissolved, wound up, and terminated;
(2)
any protected series to be established as a result of the merger is established;
(3)
any relocated protected series or continuing protected series is the same person without interruption as it was before the merger;
(4)
all property of a relocated protected series or continuing protected series continues to be vested in the protected series without transfer, reversion, or impairment;
(5)
all debts, obligations, and other liabilities of a relocated protected series or continuing protected series continue as debts, obligations, and other liabilities of the protected series;
(6)
except as otherwise provided by law or the plan of merger, all the rights, privileges, immunities, powers, and purposes of a relocated protected series or continuing protected series remain in the protected series;
(7)
the new name of a relocated protected series may be substituted for the former name of the protected series in any pending action or proceeding;
(8)
if provided in the plan of merger:
(A)
a person becomes an associated member or protected-series transferee of a relocated protected series or continuing protected series;
(B)
a person becomes an associated member of a protected series established by the surviving company as a result of the merger;
(C)
any change in the rights or obligations of a person in the person's capacity as an associated member or protected-series transferee of a relocated protected series or continuing protected series take effect; and
(D)
any consideration to be paid to a person that before the merger was an associated member or protected-series transferee of a relocated protected series or continuing protected series is due; and
(9)
any person that is a member of a relocated protected series becomes a member of the surviving company, if not already a member.
Amended by Act 2021, No. 1041,§ 23, eff. 7/28/2021.
Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.
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 37 - UNIFORM PROTECTED SERIES ACT (§§ 4-37-101 — 4-37-805) › Subchapter 6 - ENTITY TRANSACTIONS RESTRICTED (§§ 4-37-601 — 4-37-608) › Section 4-37-608 - Application of Section 4-37-404 after merger

(a)
A creditor's right that existed under §
4-37-404
immediately before a merger under §
4-37-604
may be enforced after the merger in accordance with the following rules:
(1)
A creditor's right that existed immediately before the merger against the surviving company, a continuing protected series, or a relocated protected series continues without change after the merger.
(2)
A creditor's right that existed immediately before the merger against a nonsurviving company:
(A)
may be asserted against an asset of the non-surviving company which vested in the surviving company as a result of the merger; and
(B)
does not otherwise change.
(3)
Subject to subsection (b), the following rules apply:
(A)
In addition to the remedy stated in subdivision (a)(1), a creditor with a right under §
4-37-404
which existed immediately before the merger against a non-surviving company or a relocated protected series may assert the right against:
(i)
an asset of the surviving company, other than an asset of the non-surviving company which vested in the surviving company as a result of the merger;
(ii)
an asset of a continuing protected series; or
(iii)
an asset of a protected series established by the surviving company as a result of the merger;
(iv)
if the creditor's right was against an asset of the non-surviving company, an asset of a relocated series; or
(v)
if the creditor's right was against an asset of a relocated protected series, an asset of another relocated protected series.
(B)
In addition to the remedy stated in subdivision (a)(2), a creditor with a right that existed immediately before the merger against the surviving company or a continuing protected series may assert the right against:
(i)
an asset of a relocated protected series; or
(ii)
an asset of a non-surviving company which vested in the surviving company as a result of the merger.
(b)
For the purposes of subdivision (a)(3) and §
4-37-404(b)(1)(A)
, §
4-37-404(b)(2)(A)
, and §
4-37-404(b)(3)(A)
, the incurrence date is deemed be the date on which the merger becomes effective.
(c)
A merger under §
4-37-604
does not affect the manner in which §
4-37-404
applies to a liability incurred after the merger.
Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.
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 37 - UNIFORM PROTECTED SERIES ACT (§§ 4-37-101 — 4-37-805) › Subchapter 7 - FOREIGN PROTECTED SERIES (§§ 4-37-701 — 4-37-704) › Section 4-37-702 - No attribution of activities constituting doing business or for establishing jurisdiction

In determining whether a foreign series limited liability company or foreign protected series of the company does business in this state or is subject to the personal jurisdiction of the courts of this state:
(1)
the activities and affairs of the company are not attributable to a foreign protected series of the company solely by reason of the foreign protected series being a foreign protected series of the company; and
(2)
the activities and affairs of a foreign protected series are not attributable to the company or another foreign protected series of the company solely by reason of the foreign protected series being a foreign protected series of the company.
Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.
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 37 - UNIFORM PROTECTED SERIES ACT (§§ 4-37-101 — 4-37-805) › Subchapter 7 - FOREIGN PROTECTED SERIES (§§ 4-37-701 — 4-37-704) › Section 4-37-703 - Registration of foreign protected series

(a)
Except as otherwise provided in this section and subject to §
4-37-402
and §
4-37-404
, the law of this state governing the registration of a foreign limited liability company to do business in this state, including the consequences of not complying with that law, applies to a foreign protected series of a foreign series limited liability company as if the foreign protected series were a foreign limited liability company formed separately from the foreign series limited liability company and distinct from the foreign series limited liability company and any other foreign protected series of the foreign series limited liability company.
(b)
An application by a foreign protected series of a foreign series limited liability company for registration to do business in this state must include:
(1)
the name and jurisdiction of formation of the foreign series limited liability company; and
(2)
if the company has other foreign protected series, the name and street and mailing address of an individual who knows the name and street and mailing address of:
(A)
each other foreign protected series of the foreign series limited liability company; and
(B)
the foreign protected-series manager of and agent for service of process for each other foreign protected series of the foreign series limited liability company.
(c)
The name of a foreign protected series applying for registration or registered to do business in this state must comply with §
4-37-202
, §
4-38-902
, and §
4-38-903
and may do so using §
4-38-112
, if the fictitious name complies with §
4-37-202
.
(d)
The requirement in §
4-38-904
to amend a statement of registration to update information applies to the information required by subsection (b).
Amended by Act 2021, No. 1041,§ 25, eff. 7/28/2021.
Amended by Act 2021, No. 1041,§ 24, eff. 7/28/2021.
Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.
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 37 - UNIFORM PROTECTED SERIES ACT (§§ 4-37-101 — 4-37-805) › Subchapter 7 - FOREIGN PROTECTED SERIES (§§ 4-37-701 — 4-37-704) › Section 4-37-704 - Disclosure required when foreign series limited liability company or foreign protected series party to proceeding

(a)
Not later than 30 days after becoming a party to a proceeding before a civil, administrative, or other adjudicative tribunal of or located in this state or a tribunal of the United States located in this state:
(1)
a foreign series limited liability company shall disclose to each other party the name and street and mailing address of:
(A)
each foreign protected series of the company; and
(B)
each foreign protected-series manager of and a registered agent for service of process for each foreign protected series of the company; and
(2)
a foreign protected series of a foreign series limited liability company shall disclose to each other party the name and street and mailing address of:
(A)
the company and each manager of the company and an agent for service of process for the company; and
(B)
any other foreign protected series of the company and each foreign protected-series manager of and an agent for service of process for the other foreign protected series.
(b)
If a foreign series limited liability company or foreign protected series challenges the personal jurisdiction of the tribunal, the requirement that the foreign company or foreign protected series make disclosure under subsection (a) is tolled until the tribunal determines whether it has personal jurisdiction.
(c)
If a foreign series limited liability company or foreign protected series does not comply with subsection (a), a party to the proceeding may:
(1)
request the tribunal to treat the noncompliance as a failure to comply with the tribunal's discovery rules; or
(2)
bring a separate proceeding in the court to enforce subsection (a).
Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.
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 37 - UNIFORM PROTECTED SERIES ACT (§§ 4-37-101 — 4-37-805) › Subchapter 8 - MISCELLANEOUS PROVISIONS (§§ 4-37-801 — 4-37-805) › Section 4-37-801 - Uniformity of application and construction

In applying and construing this uniform act, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.
Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.
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 37 - UNIFORM PROTECTED SERIES ACT (§§ 4-37-101 — 4-37-805) › Subchapter 8 - MISCELLANEOUS PROVISIONS (§§ 4-37-801 — 4-37-805) › Section 4-37-802 - Relation to Electronic Signatures in Global and National Commerce Act

This chapter modifies, limits, or supersedes the Electronic Signatures in Global and National Commerce Act,
15 U.S.C. Section 7001
et seq., but does not modify, limit, or supersede Section 101(c) of that act,
15 U.S.C. Section 7001(c)
, or authorize electronic delivery of any of the notices described in Section 103(b) of that act,
15 U.S.C. Section 7003(b)
.
Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.
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 37 - UNIFORM PROTECTED SERIES ACT (§§ 4-37-101 — 4-37-805) › Subchapter 8 - MISCELLANEOUS PROVISIONS (§§ 4-37-801 — 4-37-805) › Section 4-37-803 - Transitional provisions

(a)
Before January 1, 2020, this chapter governs only:
(1)
a series limited liability company formed, or a protected series established, on or after October 1, 2019; and
(2)
a limited liability company that is a series limited liability company before October 1, 2019, and elects, in the manner provided in its operating agreement or by law for amending the operating agreement, to be subject to this chapter.
(b)
If a series limited liability company elects under subdivision (a)(2) to be subject to this chapter:
(1)
the election applies to each protected series of the company, whenever established; and
(2)
a manager of the company has the right to sign and deliver to the Secretary of State for filing any record necessary to comply with this chapter, whether the record pertains to the company, a protected series of the company, or both.
(c)
On and after January 1, 2020, this chapter governs all series limited liability companies and protected series.
(d)
Until October 1, 2020, §
4-37-402
and §
4-37-404
do not apply to a foreign protected series that was established before October 1, 2019, or a foreign limited liability company that became a foreign series limited liability company before October 1, 2019.
Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.
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 37 - UNIFORM PROTECTED SERIES ACT (§§ 4-37-101 — 4-37-805) › Subchapter 8 - MISCELLANEOUS PROVISIONS (§§ 4-37-801 — 4-37-805) › Section 4-37-804 - Savings clause

This chapter does not affect an action commenced, proceeding brought, or right accrued before October 1, 2019.
Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.
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 37 - UNIFORM PROTECTED SERIES ACT (§§ 4-37-101 — 4-37-805) › Subchapter 8 - MISCELLANEOUS PROVISIONS (§§ 4-37-801 — 4-37-805) › Section 4-37-805 - Effective date

This chapter takes effect on October 1, 2019.
Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.
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 4-38-101 - Short title

This chapter may be cited as the Uniform Limited Liability Company Act.
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 4-38-103 - Knowledge - Notice

(a)
A person knows a fact if the person:
(1)
has actual knowledge of it; or
(2)
is deemed to know it under subsection (d)(1) or law other than this chapter.
(b)
A person has notice of a fact if the person:
(1)
has reason to know the fact from all the facts known to the person at the time in question; or
(2)
is deemed to have notice of the fact under subsection (d)(2).
(c)
Subject to §
4-38-210(f)
, a person notifies another person of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not those steps cause the other person to know the fact.
(d)
A person not a member is deemed:
(1)
to know of a limitation on authority to transfer real property as provided in §
4-38-302(g)
; and
(2)
to have notice of a limited liability company's:
(A)
dissolution 90 days after a statement of dissolution under §
4-38-702(b)(2)(A)
becomes effective;
(B)
termination 90 days after a statement of termination under §
4-38-702(b)(2)(F)
becomes effective; and
(C)
participation in a merger, interest exchange, conversion, or domestication, 90 days after articles of merger, interest exchange, conversion, or domestication under §
4-38-1001
et seq. become effective.
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 4-38-104 - Governing law

The law of this state governs:
(1)
the internal affairs of a limited liability company; and
(2)
the liability of a member as member and a manager as manager for a debt, obligation, or other liability of a 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 1 - GENERAL PROVISIONS (§§ 4-38-101 — 4-38-122) › Section 4-38-106 - Operating agreement - Effect on limited liability company and person becoming member - Preformation agreements

(a)
A limited liability company is bound by and may enforce the operating agreement, whether or not the company has itself manifested assent to the operating agreement.
(b)
A person that becomes a member is deemed to assent to the operating agreement.
(c)
Two or more persons intending to become the initial members of a limited liability company may make an agreement providing that upon the formation of the company the agreement will become the operating agreement. One person intending to become the initial member of a limited liability company may assent to terms providing that upon the formation of the company the terms will become the operating agreement.
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 4-38-108 - Nature, purpose, and duration of limited liability company

(a)
A limited liability company is an entity distinct from its member or members.
(b)
A limited liability company may have any lawful purpose, regardless of whether for profit.
(c)
A limited liability company has perpetual duration.
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 4-38-109 - Powers

A limited liability company has the capacity to sue and be sued in its own name and the power to do all things necessary or convenient to carry on its activities and affairs.
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 4-38-110 - Application to existing relationships

(a)
This chapter governs:
(1)
a limited liability company formed or registered to do business on or after September 1, 2021; and
(2)
a limited liability company formed or registered to do business before September 1, 2021, by operation of law.
(b)
Except as otherwise provided in subsection (c), on and after September 1, 2021, this chapter governs all limited liability companies.
(c)
For purposes of applying this chapter to a limited liability company formed or registered to do business before September 1, 2021:
(1)
the company's articles of organization are deemed to be the company's certificate of organization; and
(2)
for purposes of applying §
4-38-102(10)
and subject to §
4-38-107(d)
, language in the company's articles of organization designating the company's management structure operates as if that language were in the operating agreement.
Amended by Act 2021EX2, No. 12,§ 2, eff. 12/9/2021.
Amended by Act 2021EX2, No. 7,§ 2, eff. 12/9/2021.
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 4-38-111 - Supplemental principles of law

Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.