reglab/statecodes huggingface dataset:
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 4 - PARTNERSHIPS (§§ 4-42-101 — 4-47-1302) › Chapter 47 - UNIFORM LIMITED PARTNERSHIP ACT (2001) › Subchapter 9 - FOREIGN LIMITED PARTNERSHIPS (§§ 4-47-901 — 4-47-908) › Section 4-47-903 - Activities not constituting transacting business

(a)
Activities of a foreign limited partnership which do not constitute transacting business in this State within the meaning of this chapter include:
(1)
maintaining, defending, and settling an action or proceeding;
(2)
holding meetings of its partners or carrying on any other activity concerning its internal affairs;
(3)
maintaining accounts in financial institutions;
(4)
maintaining offices or agencies for the transfer, exchange, and registration of the foreign limited partnership's own securities or maintaining trustees or depositories with respect to those securities;
(5)
selling through independent contractors;
(6)
soliciting or obtaining orders, whether by mail or electronic means or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts;
(7)
creating or acquiring indebtedness, mortgages, or security interests in real or personal property;
(8)
securing or collecting debts or enforcing mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired;
(9)
conducting an isolated transaction that is completed within 30 days and is not one in the course of similar transactions of a like manner; and
(10)
transacting business in interstate commerce.
(b)
For purposes of this chapter, the ownership in this State of income-producing real property or tangible personal property, other than property excluded under subsection (a), constitutes transacting business in this State.
(c)
This section does not apply in determining the contacts or activities that may subject a foreign limited partnership to service of process, taxation, or regulation under any other law of this State.
Acts 2007, No. 15, § 1.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 4 - PARTNERSHIPS (§§ 4-42-101 — 4-47-1302) › Chapter 47 - UNIFORM LIMITED PARTNERSHIP ACT (2001) › Subchapter 9 - FOREIGN LIMITED PARTNERSHIPS (§§ 4-47-901 — 4-47-908) › Section 4-47-904 - Filing of certificate of authority

Unless the Secretary of State determines that an application for a certificate of authority does not comply with the filing requirements of this chapter, the Secretary of State, upon payment of all filing fees, shall file the application, prepare, sign and file a certificate of authority to transact business in this State, and send a copy of the filed certificate, together with a receipt for the fees, to the foreign limited partnership or its representative.
Acts 2007, No. 15, § 1.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 4 - PARTNERSHIPS (§§ 4-42-101 — 4-47-1302) › Chapter 47 - UNIFORM LIMITED PARTNERSHIP ACT (2001) › Subchapter 9 - FOREIGN LIMITED PARTNERSHIPS (§§ 4-47-901 — 4-47-908) › Section 4-47-905 - Noncomplying name of foreign limited partnership

(a)
A foreign limited partnership whose name does not comply with §
4-47-108
may not obtain a certificate of authority until it adopts, for the purpose of transacting business in this State, an alternate name that complies with §
4-47-108
. A foreign limited partnership that adopts an alternate name under this subsection and then obtains a certificate of authority with the name need not comply with §
4-38-112
. After obtaining a certificate of authority with an alternate name, a foreign limited partnership shall transact business in this State under the name unless the foreign limited partnership is authorized under §
4-38-112
to transact business in this State under another name.
(b)
If a foreign limited partnership authorized to transact business in this State changes its name to one that does not comply with §
4-47-108
, it may not thereafter transact business in this State until it complies with subsection (a) and obtains an amended certificate of authority.
Amended by Act 2021, No. 1041,§ 28, eff. 7/28/2021.
Acts 2007, No. 15, § 1.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 4 - PARTNERSHIPS (§§ 4-42-101 — 4-47-1302) › Chapter 47 - UNIFORM LIMITED PARTNERSHIP ACT (2001) › Subchapter 9 - FOREIGN LIMITED PARTNERSHIPS (§§ 4-47-901 — 4-47-908) › Section 4-47-906 - Revocation of certificate of authority

(a)
A certificate of authority of a foreign limited partnership to transact business in this State may be revoked by the Secretary of State in the manner provided in subsections (b) and (c) if the foreign limited partnership does not:
(1)
pay, within 60 days after the due date, any fee, tax or penalty due to the Secretary of State under this chapter or other law;
(2)
deliver, within 60 days after the due date, its annual report required under §
4-47-210
;
(3)
appoint and maintain an agent for service of process under the Model Registered Agents Act, §
4-20-101
et seq.; or
(4)
deliver for filing a statement of a change under §
4-20-108
within 30 days after a change has occurred in the name or address of the agent.
(b)
In order to revoke a certificate of authority, the Secretary of State must prepare, sign, and file a notice of revocation and send a copy to the foreign limited partnership's agent for service of process in this State, or if the foreign limited partnership does not appoint and maintain a proper agent in this State, to the foreign limited partnership's principal office. The notice must state:
(1)
the revocation's effective date, which must be at least 60 days after the date the Secretary of State sends the copy; and
(2)
the foreign limited partnership's failures to comply with subsection (a) which are the reason for the revocation.
(c)
The authority of the foreign limited partnership to transact business in this State ceases on the effective date of the notice of revocation unless before that date the foreign limited partnership cures each failure to comply with subsection (a) stated in the notice. If the foreign limited partnership cures the failures, the Secretary of State shall so indicate on the filed notice.
Acts 2007, No. 15, § 1; 2007, No. 638, § 64; 2009, No. 814, § 15.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 4 - PARTNERSHIPS (§§ 4-42-101 — 4-47-1302) › Chapter 47 - UNIFORM LIMITED PARTNERSHIP ACT (2001) › Subchapter 9 - FOREIGN LIMITED PARTNERSHIPS (§§ 4-47-901 — 4-47-908) › Section 4-47-907 - Cancellation of certificate of authority - Effect of failure to have certificate

(a)
In order to cancel its certificate of authority to transact business in this State, a foreign limited partnership must deliver to the Secretary of State for filing a notice of cancellation. The certificate is canceled when the notice becomes effective under §
4-47-206
.
(b)
A foreign limited partnership transacting business in this State may not maintain an action or proceeding in this State unless it has a certificate of authority to transact business in this State.
(c)
The failure of a foreign limited partnership to have a certificate of authority to transact business in this State does not impair the validity of a contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending an action or proceeding in this State.
(d)
A partner of a foreign limited partnership is not liable for the obligations of the foreign limited partnership solely by reason of the foreign limited partnership's having transacted business in this State without a certificate of authority.
(e)
If a foreign limited partnership transacts business in this State without a certificate of authority or cancels its certificate of authority, it appoints the Secretary of State as its agent for service of process for rights of action arising out of the transaction of business in this State.
Acts 2007, No. 15, § 1.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 4 - PARTNERSHIPS (§§ 4-42-101 — 4-47-1302) › Chapter 47 - UNIFORM LIMITED PARTNERSHIP ACT (2001) › Subchapter 9 - FOREIGN LIMITED PARTNERSHIPS (§§ 4-47-901 — 4-47-908) › Section 4-47-908 - Action by Secretary of State

The Secretary of State may maintain an action to restrain a foreign limited partnership from transacting business in this State in violation of this chapter.
Acts 2007, No. 15, § 1.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 4 - PARTNERSHIPS (§§ 4-42-101 — 4-47-1302) › Chapter 47 - UNIFORM LIMITED PARTNERSHIP ACT (2001) › Subchapter 10 - ACTIONS BY PARTNERS (§§ 4-47-1001 — 4-47-1005) › Section 4-47-1001 - Direct action by partner

(a)
Subject to subsection (b), a partner may maintain a direct action against the limited partnership or another partner for legal or equitable relief, with or without an accounting as to the partnership's activities, to enforce the rights and otherwise protect the interests of the partner, including rights and interests under the partnership agreement or this chapter or arising independently of the partnership relationship.
(b)
A partner commencing a direct action under this section is required to plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited partnership.
(c)
The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.
Acts 2007, No. 15, § 1.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 4 - PARTNERSHIPS (§§ 4-42-101 — 4-47-1302) › Chapter 47 - UNIFORM LIMITED PARTNERSHIP ACT (2001) › Subchapter 10 - ACTIONS BY PARTNERS (§§ 4-47-1001 — 4-47-1005) › Section 4-47-1002 - Derivative action

A partner may maintain a derivative action to enforce a right of a limited partnership if:
(1)
the partner first makes a demand on the general partners, requesting that they cause the limited partnership to bring an action to enforce the right, and the general partners do not bring the action within a reasonable time; or
(2)
a demand would be futile.
Acts 2007, No. 15, § 1.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 4 - PARTNERSHIPS (§§ 4-42-101 — 4-47-1302) › Chapter 47 - UNIFORM LIMITED PARTNERSHIP ACT (2001) › Subchapter 10 - ACTIONS BY PARTNERS (§§ 4-47-1001 — 4-47-1005) › Section 4-47-1003 - Proper plaintiff

A derivative action may be maintained only by a person that is a partner at the time the action is commenced and:
(1)
that was a partner when the conduct giving rise to the action occurred; or
(2)
whose status as a partner devolved upon the person by operation of law or pursuant to the terms of the partnership agreement from a person that was a partner at the time of the conduct.
Acts 2007, No. 15, § 1.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 4 - PARTNERSHIPS (§§ 4-42-101 — 4-47-1302) › Chapter 47 - UNIFORM LIMITED PARTNERSHIP ACT (2001) › Subchapter 10 - ACTIONS BY PARTNERS (§§ 4-47-1001 — 4-47-1005) › Section 4-47-1004 - Pleading

In a derivative action, the complaint must state with particularity:
(1)
the date and content of plaintiff's demand and the general partners' response to the demand; or
(2)
why demand should be excused as futile.
Acts 2007, No. 15, § 1.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 4 - PARTNERSHIPS (§§ 4-42-101 — 4-47-1302) › Chapter 47 - UNIFORM LIMITED PARTNERSHIP ACT (2001) › Subchapter 10 - ACTIONS BY PARTNERS (§§ 4-47-1001 — 4-47-1005) › Section 4-47-1005 - Proceeds and expenses

(a)
Except as otherwise provided in subsection (b):
(1)
any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited partnership and not to the derivative plaintiff;
(2)
if the derivative plaintiff receives any proceeds, the derivative plaintiff shall immediately remit them to the limited partnership.
(b)
If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, from the recovery of the limited partnership.
Acts 2007, No. 15, § 1.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 4 - PARTNERSHIPS (§§ 4-42-101 — 4-47-1302) › Chapter 47 - UNIFORM LIMITED PARTNERSHIP ACT (2001) › Subchapter 11 - CONVERSION AND MERGER (§§ 4-47-1101 — 4-47-1113) › Section 4-47-1102 - Conversion

(a)
An organization other than a limited partnership may convert to a limited partnership, and a limited partnership may convert to another organization pursuant to this section and §§
4-47-1103
through
4-47-1105
and a plan of conversion, if:
(1)
the other organization's governing statute authorizes the conversion;
(2)
the conversion is not prohibited by the law of the jurisdiction that enacted the governing statute; and
(3)
the other organization complies with its governing statute in effecting the conversion.
(b)
A plan of conversion must be in a record and must include:
(1)
the name and form of the organization before conversion;
(2)
the name and form of the organization after conversion; and
(3)
the terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration; and
(4)
the organizational documents of the converted organization.
Acts 2007, No. 15, § 1.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 4 - PARTNERSHIPS (§§ 4-42-101 — 4-47-1302) › Chapter 47 - UNIFORM LIMITED PARTNERSHIP ACT (2001) › Subchapter 11 - CONVERSION AND MERGER (§§ 4-47-1101 — 4-47-1113) › Section 4-47-1103 - Action on plan of conversion by converting limited partnership

(a)
Subject to §
4-47-1110
, a plan of conversion must be consented to by all the partners of a converting limited partnership.
(b)
Subject to §
4-47-1110
and any contractual rights, after a conversion is approved, and at any time before a filing is made under §
4-47-1104
, a converting limited partnership may amend the plan or abandon the planned conversion:
(1)
as provided in the plan; and
(2)
except as prohibited by the plan, by the same consent as was required to approve the plan.
Acts 2007, No. 15, § 1.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 4 - PARTNERSHIPS (§§ 4-42-101 — 4-47-1302) › Chapter 47 - UNIFORM LIMITED PARTNERSHIP ACT (2001) › Subchapter 11 - CONVERSION AND MERGER (§§ 4-47-1101 — 4-47-1113) › Section 4-47-1104 - Filings required for conversion - Effective date

(a)
After a plan of conversion is approved:
(1)
a converting limited partnership shall deliver to the Secretary of State for filing articles of conversion, which must include:
(A)
a statement that the limited partnership has been converted into another organization;
(B)
the name and form of the organization and the jurisdiction of its governing statute;
(C)
the date the conversion is effective under the governing statute of the converted organization;
(D)
a statement that the conversion was approved as required by this chapter;
(E)
a statement that the conversion was approved as required by the governing statute of the converted organization; and
(F)
a statement confirming that the converted organization has filed a statement appointing an agent for service of process under §
4-20-112
if the converted organization is a foreign organization not authorized to transact business in this State, the street and mailing address of an office which may be used for service of process under §
4-47-1105(c)
; and
(2)
if the converting organization is not a converting limited partnership, the converting organization shall deliver to the Secretary of State for filing a certificate of limited partnership, which must include, in addition to the information required by §
4-47-201
:
(A)
a statement that the limited partnership was converted from another organization;
(B)
the name and form of the organization and the jurisdiction of its governing statute; and
(C)
a statement that the conversion was approved in a manner that complied with the organization's governing statute.
(b)
A conversion becomes effective:
(1)
if the converted organization is a limited partnership, when the certificate of limited partnership takes effect; and
(2)
if the converted organization is not a limited partnership, as provided by the governing statute of the converted organization.
Acts 2007, No. 15, § 1; 2007, No. 638, § 65; 2009, No. 814, § 16.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 4 - PARTNERSHIPS (§§ 4-42-101 — 4-47-1302) › Chapter 47 - UNIFORM LIMITED PARTNERSHIP ACT (2001) › Subchapter 11 - CONVERSION AND MERGER (§§ 4-47-1101 — 4-47-1113) › Section 4-47-1105 - Effect of conversion

(a)
An organization that has been converted pursuant to this subchapter is for all purposes the same entity that existed before the conversion.
(b)
When a conversion takes effect:
(1)
all property owned by the converting organization remains vested in the converted organization;
(2)
all debts, liabilities, and other obligations of the converting organization continue as obligations of the converted organization;
(3)
an action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred;
(4)
except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization;
(5)
except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect; and
(6)
except as otherwise agreed, the conversion does not dissolve a converting limited partnership for the purposes of subchapter 8.
(c)
A converted organization that is a foreign organization consents to the jurisdiction of the courts of this State to enforce any obligation owed by the converting limited partnership, if before the conversion the converting limited partnership was subject to suit in this State on the obligation. A converted organization that is a foreign organization and not authorized to transact business in this State may be served with process under §
4-20-113
if the converted organization:
(1)
fails to appoint an agent for service of process under §
4-20-112
;
(2)
no longer has an agent for service of process; or
(3)
has an agent for service of process that cannot with reasonable diligence be served.
Acts 2007, No. 15, § 1; 2007, No. 638, § 66; 2009, No. 814, § 17.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 4 - PARTNERSHIPS (§§ 4-42-101 — 4-47-1302) › Chapter 47 - UNIFORM LIMITED PARTNERSHIP ACT (2001) › Subchapter 11 - CONVERSION AND MERGER (§§ 4-47-1101 — 4-47-1113) › Section 4-47-1106 - Merger

(a)
A limited partnership may merge with one or more other constituent organizations pursuant to this section and §§
4-47-1107
through
4-47-1109
and a plan of merger, if:
(1)
the governing statute of each of the other organizations authorizes the merger;
(2)
the merger is not prohibited by the law of a jurisdiction that enacted any of those governing statutes; and
(3)
each of the other organizations complies with its governing statute in effecting the merger.
(b)
A plan of merger must be in a record and must include:
(1)
the name and form of each constituent organization;
(2)
the name and form of the surviving organization and, if the surviving organization is to be created by the merger, a statement to that effect;
(3)
the terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration;
(4)
if the surviving organization is to be created by the merger, the surviving organization's organizational documents; and
(5)
if the surviving organization is not to be created by the merger, any amendments to be made by the merger to the surviving organization's organizational documents.
Acts 2007, No. 15, § 1.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 4 - PARTNERSHIPS (§§ 4-42-101 — 4-47-1302) › Chapter 47 - UNIFORM LIMITED PARTNERSHIP ACT (2001) › Subchapter 11 - CONVERSION AND MERGER (§§ 4-47-1101 — 4-47-1113) › Section 4-47-1107 - Action on plan of merger by constituent limited partnership

(a)
Subject to §
4-47-1110
, a plan of merger must be consented to by all the partners of a constituent limited partnership.
(b)
Subject to §
4-47-1110
and any contractual rights, after a merger is approved, and at any time before a filing is made under §
4-47-1108
, a constituent limited partnership may amend the plan or abandon the planned merger:
(1)
as provided in the plan; and
(2)
except as prohibited by the plan, with the same consent as was required to approve the plan.
Acts 2007, No. 15, § 1.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 4 - PARTNERSHIPS (§§ 4-42-101 — 4-47-1302) › Chapter 47 - UNIFORM LIMITED PARTNERSHIP ACT (2001) › Subchapter 11 - CONVERSION AND MERGER (§§ 4-47-1101 — 4-47-1113) › Section 4-47-1108 - Filings required for merger - Effective date

(a)
After each constituent organization has approved a merger, articles of merger must be signed on behalf of:
(1)
each preexisting constituent limited partnership, by each general partner listed in the certificate of limited partnership; and
(2)
each other preexisting constituent organization, by an authorized representative.
(b)
The articles of merger must include:
(1)
the name and form of each constituent organization and the jurisdiction of its governing statute;
(2)
the name and form of the surviving organization, the jurisdiction of its governing statute, and, if the surviving organization is created by the merger, a statement to that effect;
(3)
the date the merger is effective under the governing statute of the surviving organization;
(4)
if the surviving organization is to be created by the merger:
(A)
if it will be a limited partnership, the limited partnership's certificate of limited partnership; or
(B)
if it will be an organization other than a limited partnership, the organizational document that creates the organization;
(5)
if the surviving organization preexists the merger, any amendments provided for in the plan of merger for the organizational document that created the organization;
(6)
a statement as to each constituent organization that the merger was approved as required by the organization's governing statute;
(7)
a statement confirming that the surviving organization has filed a statement appointing an agent for service of process under §
4-20-112
if the surviving organization is a foreign organization not authorized to transact business in this State; and
(8)
any additional information required by the governing statute of any constituent organization.
(c)
Each constituent limited partnership shall deliver the articles of merger for filing in the office of the Secretary of State.
(d)
A merger becomes effective under this subchapter:
(1)
if the surviving organization is a limited partnership, upon the later of:
(A)
compliance with subsection (c); or
(B)
subject to §
4-47-206(c)
, as specified in the articles of merger;
(2)
if the surviving organization is not a limited partnership, as provided by the governing statute of the surviving organization.
Acts 2007, No. 15, § 1; 2007, No. 638, § 67; 2009, No. 814, § 18.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 4 - PARTNERSHIPS (§§ 4-42-101 — 4-47-1302) › Chapter 47 - UNIFORM LIMITED PARTNERSHIP ACT (2001) › Subchapter 11 - CONVERSION AND MERGER (§§ 4-47-1101 — 4-47-1113) › Section 4-47-1109 - Effect of merger

(a)
When a merger becomes effective:
(1)
the surviving organization continues or comes into existence;
(2)
each constituent organization that merges into the surviving organization ceases to exist as a separate entity;
(3)
all property owned by each constituent organization that ceases to exist vests in the surviving organization;
(4)
all debts, liabilities, and other obligations of each constituent organization that ceases to exist continue as obligations of the surviving organization;
(5)
an action or proceeding pending by or against any constituent organization that ceases to exist may be continued as if the merger had not occurred;
(6)
except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization;
(7)
except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect;
(8)
except as otherwise agreed, if a constituent limited partnership ceases to exist, the merger does not dissolve the limited partnership for the purposes of subchapter 8;
(9)
if the surviving organization is created by the merger:
(A)
if it is a limited partnership, the certificate of limited partnership becomes effective; or
(B)
if it is an organization other than a limited partnership, the organizational document that creates the organization becomes effective; and
(10)
if the surviving organization preexists the merger, any amendments provided for in the articles of merger for the organizational document that created the organization become effective.
(b)
A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this State to enforce any obligation owed by a constituent organization, if before the merger the constituent organization was subject to suit in this State on the obligation. A surviving organization that is a foreign organization and not authorized to transact business in this State may be served with process under §
4-20-113
if the surviving organization:
(1)
Fails to appoint an agent for service of process under §
4-20-112
;
(2)
No longer has an agent for service of process; or
(3)
Has an agent for service of process that cannot with reasonable diligence be served.
Acts 2007, No. 15, § 1; 2007, No. 638, § 68; 2009, No. 814, § 19.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 4 - PARTNERSHIPS (§§ 4-42-101 — 4-47-1302) › Chapter 47 - UNIFORM LIMITED PARTNERSHIP ACT (2001) › Subchapter 11 - CONVERSION AND MERGER (§§ 4-47-1101 — 4-47-1113) › Section 4-47-1110 - Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status

(a)
If a partner of a converting or constituent limited partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or merger are ineffective without the consent of the partner, unless:
(1)
the limited partnership's partnership agreement provides for the approval of the conversion or merger with the consent of fewer than all the partners; and
(2)
the partner has consented to the provision of the partnership agreement.
(b)
An amendment to a certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership is ineffective without the consent of each general partner unless:
(1)
the limited partnership's partnership agreement provides for the amendment with the consent of less than all the general partners; and
(2)
each general partner that does not consent to the amendment has consented to the provision of the partnership agreement.
(c)
A partner does not give the consent required by subsection (a) or (b) merely by consenting to a provision of the partnership agreement which permits the partnership agreement to be amended with the consent of fewer than all the partners.
Acts 2007, No. 15, § 1.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 4 - PARTNERSHIPS (§§ 4-42-101 — 4-47-1302) › Chapter 47 - UNIFORM LIMITED PARTNERSHIP ACT (2001) › Subchapter 11 - CONVERSION AND MERGER (§§ 4-47-1101 — 4-47-1113) › Section 4-47-1112 - Power of general partners and persons dissociated as general partners to bind organization after conversion or merger

(a)
An act of a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if:
(1)
before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under §
4-47-402
; and
(2)
at the time the third party enters into the transaction, the third party:
(A)
does not have notice of the conversion or merger; and
(B)
reasonably believes that the converted or surviving business is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership.
(b)
An act of a person that before a conversion or merger became effective was dissociated as a general partner from a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if:
(1)
before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under §
4-47-402
if the person had been a general partner; and
(2)
at the time the third party enters into the transaction, less than two years have passed since the person dissociated as a general partner and the third party:
(A)
does not have notice of the dissociation;
(B)
does not have notice of the conversion or merger; and
(C)
reasonably believes that the converted or surviving organization is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership.
(c)
If a person having knowledge of the conversion or merger causes a converted or surviving organization to incur an obligation under subsection (a) or (b), the person is liable:
(1)
to the converted or surviving organization for any damage caused to the organization arising from the obligation; and
(2)
if another person is liable for the obligation, to that other person for any damage caused to that other person arising from the liability.
Acts 2007, No. 15, § 1.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 4 - PARTNERSHIPS (§§ 4-42-101 — 4-47-1302) › Chapter 47 - UNIFORM LIMITED PARTNERSHIP ACT (2001) › Subchapter 11 - CONVERSION AND MERGER (§§ 4-47-1101 — 4-47-1113) › Section 4-47-1113 - Chapter not exclusive

This chapter does not preclude an entity from being converted or merged under other law.
Acts 2007, No. 15, § 1.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 4 - PARTNERSHIPS (§§ 4-42-101 — 4-47-1302) › Chapter 47 - UNIFORM LIMITED PARTNERSHIP ACT (2001) › Subchapter 12 - MISCELLANEOUS PROVISIONS (§§ 4-47-1201 — 4-47-1209) › Section 4-47-1201 - 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.
Acts 2007, No. 15, § 1.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 4 - PARTNERSHIPS (§§ 4-42-101 — 4-47-1302) › Chapter 47 - UNIFORM LIMITED PARTNERSHIP ACT (2001) › Subchapter 12 - MISCELLANEOUS PROVISIONS (§§ 4-47-1201 — 4-47-1209) › Section 4-47-1202 - Severability clause

If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter which can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable.
Acts 2007, No. 15, § 1.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 4 - PARTNERSHIPS (§§ 4-42-101 — 4-47-1302) › Chapter 47 - UNIFORM LIMITED PARTNERSHIP ACT (2001) › Subchapter 12 - MISCELLANEOUS PROVISIONS (§§ 4-47-1201 — 4-47-1209) › Section 4-47-1203 - Relation to Electronic Signatures in Global and National Commerce Act

This chapter modifies, limits, or supersedes the federal Electronic Signatures in Global and National Commerce Act,
15 U.S.C. § 7001
et seq., but this chapter does not modify, limit, or supersede § 101(c) of that Act or authorize electronic delivery of any of the notices described in § 103(b) of that Act.
Acts 2007, No. 15, § 1.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 4 - PARTNERSHIPS (§§ 4-42-101 — 4-47-1302) › Chapter 47 - UNIFORM LIMITED PARTNERSHIP ACT (2001) › Subchapter 12 - MISCELLANEOUS PROVISIONS (§§ 4-47-1201 — 4-47-1209) › Section 4-47-1204 - Effective date

This chapter takes effect on September 1, 2007.
Acts 2007, No. 15, § 1.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 4 - PARTNERSHIPS (§§ 4-42-101 — 4-47-1302) › Chapter 47 - UNIFORM LIMITED PARTNERSHIP ACT (2001) › Subchapter 12 - MISCELLANEOUS PROVISIONS (§§ 4-47-1201 — 4-47-1209) › Section 4-47-1206 - Application to existing relationships

(a)
Except as otherwise provided in subsection (b), on and after September 1, 2007, this chapter governs all limited partnerships.
(b)
With respect to a limited partnership formed before this chapter takes effect, the following rules apply except as the partners otherwise elect in the manner provided in the partnership agreement or by law for amending the partnership agreement:
(1)
section
4-47-104(c)
does not apply and the limited partnership has whatever duration it had under the law applicable immediately before the limited partnership became subject to this chapter;
(2)
the limited partnership is not required to amend its certificate of limited partnership to comply with §
4-47-201(a)(4)
;
(3)
sections
4-47-601
and
4-47-602
do not apply and a limited partner has the same right and power to dissociate from the limited partnership, with the same consequences, as existed immediately before the limited partnership became subject to this chapter;
(4)
section
4-47-603(4)
does not apply;
(5)
section
4-47-603(5)
does not apply and a court has the same power to expel a general partner as the court had immediately before the limited partnership became subject to this chapter; and
(6)
section
4-47-801(3)
does not apply and the connection between a person's dissociation as a general partner and the dissolution of the limited partnership is the same as existed immediately before the limited partnership became subject to this chapter.
(c)
If subsection (a) causes a limited partnership that was a limited liability limited partnership under §
4-43-1110
[repealed] to become subject to this chapter:
(1)
if immediately before it became subject to this chapter its name complied with §
4-43-1110
[repealed], the affected limited partnership may maintain its name even if the name does not comply with §
4-47-108(c)
; and
(2)
the application to register the limited partnership that was a limited liability limited partnership under §
4-43-1110
[repealed] on file with the Secretary of State pursuant to §
4-43-1110
[repealed] is deemed to amend the limited partnership's certificate of limited partnership to state that the limited partnership is a limited liability limited partnership.
Acts 2007, No. 15, § 1.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 4 - PARTNERSHIPS (§§ 4-42-101 — 4-47-1302) › Chapter 47 - UNIFORM LIMITED PARTNERSHIP ACT (2001) › Subchapter 12 - MISCELLANEOUS PROVISIONS (§§ 4-47-1201 — 4-47-1209) › Section 4-47-1207 - Savings clause

This chapter does not affect an action commenced, proceeding brought, or right accrued before this chapter takes effect.
Acts 2007, No. 15, § 1.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 4 - PARTNERSHIPS (§§ 4-42-101 — 4-47-1302) › Chapter 47 - UNIFORM LIMITED PARTNERSHIP ACT (2001) › Subchapter 12 - MISCELLANEOUS PROVISIONS (§§ 4-47-1201 — 4-47-1209) › Section 4-47-1208 - Effect of designation

Except as otherwise provided in this chapter, a limited partnership remains the same entity for purposes of holding title to or conveying an interest in real or personal property and for all other purposes:
(1)
During the winding up of the limited partnership following its dissolution;
(2)
Whether the certificate of limited partnership is amended to add or delete a statement that the limited partnership is a limited liability limited partnership pursuant to §
4-47-406(b)(2)
; and
(3)
Regardless of whether the words "limited partnership", "limited liability limited partnership", or the designation "LP", "L.P.", "LLLP", or "L.L.L.P." are used in an instrument conveying an interest in real or personal property to or from the limited partnership or in any other writing.
Acts 2007, No. 15, § 1.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 4 - PARTNERSHIPS (§§ 4-42-101 — 4-47-1302) › Chapter 47 - UNIFORM LIMITED PARTNERSHIP ACT (2001) › Subchapter 12 - MISCELLANEOUS PROVISIONS (§§ 4-47-1201 — 4-47-1209) › Section 4-47-1209 - Formation of future limited partnerships

Beginning on September 1, 2007, no person may form an entity under the Revised Limited Partnership Act of 1991, §
4-43-101
et seq. [repealed].
Acts 2007, No. 15, § 1.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 4 - PARTNERSHIPS (§§ 4-42-101 — 4-47-1302) › Chapter 47 - UNIFORM LIMITED PARTNERSHIP ACT (2001) › Subchapter 13 - FILING FEES (§§ 4-47-1301 — 4-47-1302) › Section 4-47-1301 - Fees for limited partnerships

(a)
The Secretary of State shall collect the following fees when the documents described in this subsection are delivered to him or her for filing by a domestic or foreign limited partnership:
Document
Fee
(1) Registration of certificate of domestic limited partnership.....................
.....................................$50.00
(2) Registration of certificate of foreign limited partnership .......................
.....................................300.00
(3) Amendment of certificate of limited partnership ................................
......................................15.00
(4) Change of agent for service ............................................................
.....................................No Fee
(5) Cancellation or dissolution of certificate of limited partnership .............
......................................15.00
(6) Assignment of limited partnership interest .......................................
......................................15.00
(7) Withdrawal of general partner .......................................................
......................................15.00
(8) Admission of new general partner ..................................................
......................................15.00
(9) Merger or consolidation of limited partnership with limited liability company ........................................................................................
......................................15.00
(b)
The Secretary of State shall collect a fee of twenty-five dollars ($25.00) each time process is served on him or her under this chapter. The party to a proceeding causing service of process is entitled to recover the service of process fee as costs if the party prevails in the proceeding.
(c)
The Secretary of State shall collect the following fees for copying and certifying the copy of any filed document relating to a domestic or foreign limited liability limited partnership:
(1)
Fifty cents (50¢) per page for copying; and
(2)
Five dollars ($5.00) for the certificate.
(d)
The Secretary of State shall collect the following fees when the documents described in this subsection are delivered to him or her by electronic means:
Document
Fee
Processing Fee
(1) Application for fictitious name for domestic limited partnership ........
$ 9.50
........................$ 4.00
(2) Application for fictitious name of foreign limited partnership .............
$ 9.50
........................$ 4.00
Acts 2007, No. 15, § 1; 2007, No. 638, § 69; 2007, No. 646, § 13.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 4 - PARTNERSHIPS (§§ 4-42-101 — 4-47-1302) › Chapter 47 - UNIFORM LIMITED PARTNERSHIP ACT (2001) › Subchapter 13 - FILING FEES (§§ 4-47-1301 — 4-47-1302) › Section 4-47-1302 - Fees for limited liability limited partnerships

(a)
The Secretary of State shall collect the following fees when the documents described in this subsection are delivered to him or her for filing:
Document
Fee
(1) Application for Registration of Limited Liability Limited Partnership ........
.....................................$50.00
(2) Amendment of Certificate of Limited Liability Limited Partnership (includes change or withdrawal of general partner) .....................................
......................................25.00
(3) Restatement of Certificate of Limited Liability Limited Partnership...........
......................................25.00
(4) Withdrawal of Domestic Limited Liability Limited Partnership................
......................................25.00
(5) Application for Certificate of Authority by Foreign Limited Liability Limited Partnership ...............................................................................
.....................................300.00
(6) Application for Amended Certificate of Authority by Foreign Limited Liability Limited Partnership (includes change or withdrawal or general partner)...............................................................................................
.....................................300.00
(7) Application for Certificate of Withdrawal by Foreign Limited Liability Limited Partnership
......................................25.00
(8) Application for Certificate of Existence or Authorization by Domestic Limited Liability Limited Partnership ....................................................
......................................15.00
(9) Application for Registration as a Limited Partnership and Limited Liability Limited Partnership...........................................................................
......................................50.00
(10) Any other document required or permitted to be filed by this chapter ...
......................................15.00
(b)
The Secretary of State shall collect a fee of twenty-five dollars ($25.00) each time process is served on him or her under this section. The party to a proceeding causing service of process is entitled to recover the service of process fee as costs if the party prevails in the proceeding.
(c)
The Secretary of State shall collect the following fees for copying and certifying the copy of any filed document relating to a domestic or foreign limited liability limited partnership:
(1)
Fifty cents (50¢) per page for copying; and
(2)
Five dollars ($5.00) for the certificate.
Acts 2007, No. 15, § 1.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 5 - CONTRACTS, NOTES, AND OTHER COMMERCIAL INSTRUMENTS (§§ 4-56-101 — 4-60-103) › Chapter 56 - GENERAL PROVISIONS (§§ 4-56-101 — 4-56-107) › Section 4-56-101 - Attorney's fees

(a)
A provision in a promissory note for the payment of reasonable attorney's fees, not to exceed ten percent (10%) of the amount of principal due, plus accrued interest, for services actually rendered in accordance with its terms is enforceable as a contract of indemnity.
(b)
This section shall apply only to notes executed from and after June 7, 1951.
Acts 1951, No. 350, §§ 1, 2; A.S.A. 1947, §§ 68-910, 68-910n.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 5 - CONTRACTS, NOTES, AND OTHER COMMERCIAL INSTRUMENTS (§§ 4-56-101 — 4-60-103) › Chapter 56 - GENERAL PROVISIONS (§§ 4-56-101 — 4-56-107) › Section 4-56-102 - Unlawful acts relating to secured interests on certain farm products

(a)
It shall be unlawful for any person who buys soybeans, corn, wheat, rice, or milo from a person engaged in farming operations, or for any commission merchant or selling agent who sells soybeans, corn, wheat, rice, or milo for a person engaged in farming operations for a fee or commission, to knowingly fail to include as joint payee on the check or other instrument issued in payment for the farm products the name of any person disclosed by the seller as having a security interest in the farm products.
(b)
It shall be unlawful for any person engaged in farming operations who sells soybeans, corn, wheat, rice, or milo to knowingly fail to disclose the names of any parties having a security interest in the farm products before accepting payment of the proceeds of the sale.
(c)
(1)
It shall be unlawful for a person who owes payment or other performance of an obligation under a security agreement to sell or otherwise dispose of soybeans, corn, wheat, rice, or milo used as collateral or any part thereof and to knowingly fail to pay to the secured party the amount of the proceeds from such sale or other disposition if the person:
(A)
Has no right to sell or otherwise dispose of the farm products used as collateral; or
(B)
Has the right to sell or otherwise dispose of the farm products used as collateral, provided that the secured party receives the proceeds from such sale or other disposition.
(2)
Failure to pay the proceeds to the secured party within ten (10) days after the sale or other disposition of the collateral shall be prima facie evidence of a knowing failure to pay under this section.
(d)
A violation of this section shall be a Class C felony.
(e)
The terms used in this section shall have the same meaning as used in the Uniform Commercial Code, Acts 1961, No. 185, as amended.
Acts 1985, No. 1067, §§ 1, 2; 1985, No. 1085, §§ 1, 2; A.S.A. 1947, §§ 41-2304.1, 41-2304.2; Acts 2005, No. 1994, § 415.