reglab/statecodes huggingface dataset:
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 38 - UNIFORM LIMITED LIABILITY COMPANY ACT (§§ 4-38-101 — 4-38-1203) › Subchapter 10 - MERGER, INTEREST EXCHANGE, CONVERSION, AND DOMESTICATION (§§ 4-38-1001 — 4-38-1056) › Part 2 - MERGER (§§ 4-38-1021 — 4-38-1026) › Section 4-38-1021 - Merger authorized

(a)
By complying with this part:
(1)
one or more domestic limited liability companies may merge with one or more domestic or foreign entities into a domestic or foreign surviving entity; and
(2)
two or more foreign entities may merge into a domestic limited liability company.
(b)
By complying with the provisions of this part applicable to foreign entities, a foreign entity may be a party to a merger under this part or may be the surviving entity in such a merger if the merger is authorized by the law of the foreign entity's jurisdiction of formation.
Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 38 - UNIFORM LIMITED LIABILITY COMPANY ACT (§§ 4-38-101 — 4-38-1203) › Subchapter 10 - MERGER, INTEREST EXCHANGE, CONVERSION, AND DOMESTICATION (§§ 4-38-1001 — 4-38-1056) › Part 2 - MERGER (§§ 4-38-1021 — 4-38-1026) › Section 4-38-1022 - Plan of merger

(a)
A domestic limited liability company may become a party to a merger under this part by approving a plan of merger. The plan must be in a record and contain:
(1)
as to each merging entity, its name, jurisdiction of formation, and type of entity;
(2)
if the surviving entity is to be created in the merger, a statement to that effect and the entity's name, jurisdiction of formation, and type of entity;
(3)
the manner of converting the interests in each party to the merger into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing;
(4)
if the surviving entity exists before the merger, any proposed amendments to:
(A)
its public organic record, if any; and
(B)
its private organic rules that are, or are proposed to be, in a record;
(5)
if the surviving entity is to be created in the merger:
(A)
its proposed public organic record, if any; and
(B)
the full text of its private organic rules that are proposed to be in a record;
(6)
the other terms and conditions of the merger; and
(7)
any other provision required by the law of a merging entity's jurisdiction of formation or the organic rules of a merging entity.
(b)
In addition to the requirements of subsection (a), a plan of merger may contain any other provision not prohibited by law.
Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 38 - UNIFORM LIMITED LIABILITY COMPANY ACT (§§ 4-38-101 — 4-38-1203) › Subchapter 10 - MERGER, INTEREST EXCHANGE, CONVERSION, AND DOMESTICATION (§§ 4-38-1001 — 4-38-1056) › Part 2 - MERGER (§§ 4-38-1021 — 4-38-1026) › Section 4-38-1023 - Approval of merger

(a)
A plan of merger is not effective unless it has been approved:
(1)
by a domestic merging limited liability company, by all the members of the company entitled to vote on or consent to any matter; and
(2)
in a record, by each member of a domestic merging limited liability company which will have interest holder liability for debts, obligations, and other liabilities that are incurred after the merger becomes effective, unless:
(A)
the operating agreement of the company provides in a record for the approval of a merger in which some or all of its members become subject to interest holder liability by the affirmative vote or consent of fewer than all the members; and
(B)
the member consented in a record to or voted for that provision of the operating agreement or became a member after the adoption of that provision.
(b)
A merger involving a domestic merging entity that is not a limited liability company is not effective unless the merger is approved by that entity in accordance with its organic law.
(c)
A merger involving a foreign merging entity is not effective unless the merger is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of formation.
Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 38 - UNIFORM LIMITED LIABILITY COMPANY ACT (§§ 4-38-101 — 4-38-1203) › Subchapter 10 - MERGER, INTEREST EXCHANGE, CONVERSION, AND DOMESTICATION (§§ 4-38-1001 — 4-38-1056) › Part 2 - MERGER (§§ 4-38-1021 — 4-38-1026) › Section 4-38-1024 - Amendment or abandonment of plan of merger

(a)
A plan of merger may be amended only with the consent of each party to the plan, except as otherwise provided in the plan.
(b)
A domestic merging limited liability company may approve an amendment of a plan of merger:
(1)
in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or
(2)
by its managers or members in the manner provided in the plan, but a member that was entitled to vote on or consent to approval of the merger is entitled to vote on or consent to any amendment of the plan that will change:
(A)
the amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by the interest holders of any party to the plan;
(B)
the public organic record, if any, or private organic rules of the surviving entity that will be in effect immediately after the merger becomes effective, except for changes that do not require approval of the interest holders of the surviving entity under its organic law or organic rules; or
(C)
any other terms or conditions of the plan, if the change would adversely affect the member in any material respect.
(c)
After a plan of merger has been approved and before a statement of merger becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic merging limited liability company may abandon the plan in the same manner as the plan was approved.
(d)
If a plan of merger is abandoned after a statement of merger has been delivered to the Secretary of State for filing and before the statement becomes effective, a statement of abandonment, signed by a party to the plan, must be delivered to the Secretary of State for filing before the statement of merger becomes effective. The statement of abandonment takes effect on filing, and the merger is abandoned and does not become effective. The statement of abandonment must contain:
(1)
the name of each party to the plan of merger;
(2)
the date on which the statement of merger was filed by the Secretary of State; and
(3)
a statement that the merger has been abandoned in accordance with this section.
Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 38 - UNIFORM LIMITED LIABILITY COMPANY ACT (§§ 4-38-101 — 4-38-1203) › Subchapter 10 - MERGER, INTEREST EXCHANGE, CONVERSION, AND DOMESTICATION (§§ 4-38-1001 — 4-38-1056) › Part 2 - MERGER (§§ 4-38-1021 — 4-38-1026) › Section 4-38-1025 - Statement of merger - Effective date of merger

(a)
A statement of merger must be signed by each merging entity and delivered to the Secretary of State for filing.
(b)
A statement of merger must contain:
(1)
the name, jurisdiction of formation, and type of entity of each merging entity that is not the surviving entity;
(2)
the name, jurisdiction of formation, and type of entity of the surviving entity;
(3)
a statement that the merger was approved by each domestic merging entity, if any, in accordance with this part and by each foreign merging entity, if any, in accordance with the law of its jurisdiction of formation;
(4)
if the surviving entity exists before the merger and is a domestic filing entity, any amendment to its public organic record approved as part of the plan of merger;
(5)
if the surviving entity is created by the merger and is a domestic filing entity, its public organic record, as an attachment; and
(6)
if the surviving entity is created by the merger and is a domestic limited liability partnership, its statement of qualification, as an attachment.
(c)
In addition to the requirements of subsection (b), a statement of merger may contain any other provision not prohibited by law.
(d)
If the surviving entity is a domestic entity, its public organic record, if any, must satisfy the requirements of the law of this state, except that the public organic record does not need to be signed.
(e)
A plan of merger that is signed by all the merging entities and meets all the requirements of subsection (b) may be delivered to the Secretary of State for filing instead of a statement of merger and on filing has the same effect. If a plan of merger is filed as provided in this subsection, references in this subchapter to a statement of merger refer to the plan of merger filed under this subsection.
(f)
If the surviving entity is a domestic limited liability company, the merger becomes effective when the statement of merger is effective. In all other cases, the merger becomes effective on the later of:
(1)
the date and time provided by the organic law of the surviving entity; and
(2)
when the statement is 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 10 - MERGER, INTEREST EXCHANGE, CONVERSION, AND DOMESTICATION (§§ 4-38-1001 — 4-38-1056) › Part 3 - INTEREST EXCHANGE (§§ 4-38-1031 — 4-38-1036) › Section 4-38-1031 - Interest exchange authorized

(a)
By complying with this part:
(1)
a domestic limited liability company may acquire all of one or more classes or series of interests of another domestic entity or a foreign entity in exchange for interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing; or
(2)
all of one or more classes or series of interests of a domestic limited liability company may be acquired by another domestic entity or a foreign entity in exchange for interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing.
(b)
By complying with the provisions of this part applicable to foreign entities, a foreign entity may be the acquiring or acquired entity in an interest exchange under this part if the interest exchange is authorized by the law of the foreign entity's jurisdiction of formation.
(c)
If a protected agreement contains a provision that applies to a merger of a domestic limited liability company but does not refer to an interest exchange, the provision applies to an interest exchange in which the domestic limited liability company is the acquired entity as if the interest exchange were a merger until the provision is amended after September 1, 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 10 - MERGER, INTEREST EXCHANGE, CONVERSION, AND DOMESTICATION (§§ 4-38-1001 — 4-38-1056) › Part 3 - INTEREST EXCHANGE (§§ 4-38-1031 — 4-38-1036) › Section 4-38-1032 - Plan of interest exchange

(a)
A domestic limited liability company may be the acquired entity in an interest exchange under this part by approving a plan of interest exchange. The plan must be in a record and contain:
(1)
the name of the acquired entity;
(2)
the name, jurisdiction of formation, and type of entity of the acquiring entity;
(3)
the manner of converting the interests in the acquired entity into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing;
(4)
any proposed amendments to:
(A)
the certificate of organization of the acquired entity; and
(B)
the operating agreement of the acquired entity that are, or are proposed to be, in a record;
(5)
the other terms and conditions of the interest exchange; and
(6)
any other provision required by the law of this state or the operating agreement of the acquired entity.
(b)
In addition to the requirements of subsection (a), a plan of interest exchange may contain any other provision not prohibited by law.
Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 38 - UNIFORM LIMITED LIABILITY COMPANY ACT (§§ 4-38-101 — 4-38-1203) › Subchapter 10 - MERGER, INTEREST EXCHANGE, CONVERSION, AND DOMESTICATION (§§ 4-38-1001 — 4-38-1056) › Part 3 - INTEREST EXCHANGE (§§ 4-38-1031 — 4-38-1036) › Section 4-38-1033 - Approval of interest exchange

(a)
A plan of interest exchange is not effective unless it has been approved:
(1)
by all the members of a domestic acquired limited liability company entitled to vote on or consent to any matter; and
(2)
in a record, by each member of the domestic acquired limited liability company that will have interest holder liability for debts, obligations, and other liabilities that are incurred after the interest exchange becomes effective, unless:
(A)
the operating agreement of the company provides in a record for the approval of an interest exchange or a merger in which some or all of its members become subject to interest holder liability by the affirmative vote or consent of fewer than all the members; and
(B)
the member consented in a record to or voted for that provision of the operating agreement or became a member after the adoption of that provision.
(b)
An interest exchange involving a domestic acquired entity that is not a limited liability company is not effective unless it is approved by the domestic entity in accordance with its organic law.
(c)
An interest exchange involving a foreign acquired entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of formation.
(d)
Except as otherwise provided in its organic law or organic rules, the interest holders of the acquiring entity are not required to approve the interest exchange.
Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 38 - UNIFORM LIMITED LIABILITY COMPANY ACT (§§ 4-38-101 — 4-38-1203) › Subchapter 10 - MERGER, INTEREST EXCHANGE, CONVERSION, AND DOMESTICATION (§§ 4-38-1001 — 4-38-1056) › Part 3 - INTEREST EXCHANGE (§§ 4-38-1031 — 4-38-1036) › Section 4-38-1034 - Amendment or abandonment of plan of interest exchange

(a)
A plan of interest exchange may be amended only with the consent of each party to the plan, except as otherwise provided in the plan.
(b)
A domestic acquired limited liability company may approve an amendment of a plan of interest exchange:
(1)
in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or
(2)
by its managers or members in the manner provided in the plan, but a member that was entitled to vote on or consent to approval of the interest exchange is entitled to vote on or consent to any amendment of the plan that will change:
(A)
the amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by any of the members of the acquired company under the plan;
(B)
the certificate of organization or operating agreement of the acquired company that will be in effect immediately after the interest exchange becomes effective, except for changes that do not require approval of the members of the acquired company under this chapter or the operating agreement; or
(C)
any other terms or conditions of the plan, if the change would adversely affect the member in any material respect.
(c)
After a plan of interest exchange has been approved and before a statement of interest exchange becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic acquired limited liability company may abandon the plan in the same manner as the plan was approved.
(d)
If a plan of interest exchange is abandoned after a statement of interest exchange has been delivered to the Secretary of State for filing and before the statement becomes effective, a statement of abandonment, signed by the acquired limited liability company, must be delivered to the Secretary of State for filing before the statement of interest exchange becomes effective. The statement of abandonment takes effect on filing, and the interest exchange is abandoned and does not become effective. The statement of abandonment must contain:
(1)
the name of the acquired company;
(2)
the date on which the statement of interest exchange was filed by the Secretary of State; and
(3)
a statement that the interest exchange has been abandoned in accordance with this section.
Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 38 - UNIFORM LIMITED LIABILITY COMPANY ACT (§§ 4-38-101 — 4-38-1203) › Subchapter 10 - MERGER, INTEREST EXCHANGE, CONVERSION, AND DOMESTICATION (§§ 4-38-1001 — 4-38-1056) › Part 3 - INTEREST EXCHANGE (§§ 4-38-1031 — 4-38-1036) › Section 4-38-1035 - Statement of interest exchange; Effective date of interest exchange

(a)
A statement of interest exchange must be signed by a domestic acquired limited liability company and delivered to the Secretary of State for filing.
(b)
A statement of interest exchange must contain:
(1)
the name of the acquired limited liability company;
(2)
the name, jurisdiction of formation, and type of entity of the acquiring entity;
(3)
a statement that the plan of interest exchange was approved by the acquired company in accordance with this part; and
(4)
any amendments to the acquired company's certificate of organization approved as part of the plan of interest exchange.
(c)
In addition to the requirements of subsection (b), a statement of interest exchange may contain any other provision not prohibited by law.
(d)
A plan of interest exchange that is signed by a domestic acquired limited liability company and meets all the requirements of subsection (b) may be delivered to the Secretary of State for filing instead of a statement of interest exchange and on filing has the same effect. If a plan of interest exchange is filed as provided in this subsection, references in this subchapter to a statement of interest exchange refer to the plan of interest exchange filed under this subsection.
(e)
An interest exchange becomes effective when the statement of interest exchange is 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 10 - MERGER, INTEREST EXCHANGE, CONVERSION, AND DOMESTICATION (§§ 4-38-1001 — 4-38-1056) › Part 4 - CONVERSION (§§ 4-38-1041 — 4-38-1046) › Section 4-38-1041 - Conversion authorized

(a)
By complying with this part, a domestic limited liability company may become:
(1)
a domestic entity that is a different type of entity; or
(2)
a foreign entity that is a different type of entity, if the conversion is authorized by the law of the foreign entity's jurisdiction of formation.
(b)
By complying with the provisions of this part applicable to foreign entities, a foreign entity that is not a foreign limited liability company may become a domestic limited liability company if the conversion is authorized by the law of the foreign entity's jurisdiction of formation.
(c)
If a protected agreement contains a provision that applies to a merger of a domestic limited liability company but does not refer to a conversion, the provision applies to a conversion of the company as if the conversion were a merger until the provision is amended after September 1, 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 10 - MERGER, INTEREST EXCHANGE, CONVERSION, AND DOMESTICATION (§§ 4-38-1001 — 4-38-1056) › Part 4 - CONVERSION (§§ 4-38-1041 — 4-38-1046) › Section 4-38-1042 - Plan of conversion

(a)
A domestic limited liability company may convert to a different type of entity under this part by approving a plan of conversion. The plan must be in a record and contain:
(1)
the name of the converting limited liability company;
(2)
the name, jurisdiction of formation, and type of entity of the converted entity;
(3)
the manner of converting the interests in the converting limited liability company into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing;
(4)
the proposed public organic record of the converted entity if it will be a filing entity;
(5)
the full text of the private organic rules of the converted entity which are proposed to be in a record;
(6)
the other terms and conditions of the conversion; and
(7)
any other provision required by the law of this state or the operating agreement of the converting limited liability company.
(b)
In addition to the requirements of subsection (a), a plan of conversion may contain any other provision not prohibited by law.
Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 38 - UNIFORM LIMITED LIABILITY COMPANY ACT (§§ 4-38-101 — 4-38-1203) › Subchapter 10 - MERGER, INTEREST EXCHANGE, CONVERSION, AND DOMESTICATION (§§ 4-38-1001 — 4-38-1056) › Part 4 - CONVERSION (§§ 4-38-1041 — 4-38-1046) › Section 4-38-1043 - Approval of conversion

(a)
A plan of conversion is not effective unless it has been approved:
(1)
by a domestic converting limited liability company, by all the members of the limited liability company entitled to vote on or consent to any matter; and
(2)
in a record, by each member of a domestic converting limited liability company which will have interest holder liability for debts, obligations, and other liabilities that are incurred after the conversion becomes effective, unless:
(A)
the operating agreement of the company provides in a record for the approval of a conversion or a merger in which some or all of its members become subject to interest holder liability by the affirmative vote or consent of fewer than all the members; and
(B)
the member voted for or consented in a record to that provision of the operating agreement or became a member after the adoption of that provision.
(b)
A conversion involving a domestic converting entity that is not a limited liability company is not effective unless it is approved by the domestic converting entity in accordance with its organic law.
(c)
A conversion of a foreign converting entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of formation.
Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 38 - UNIFORM LIMITED LIABILITY COMPANY ACT (§§ 4-38-101 — 4-38-1203) › Subchapter 10 - MERGER, INTEREST EXCHANGE, CONVERSION, AND DOMESTICATION (§§ 4-38-1001 — 4-38-1056) › Part 4 - CONVERSION (§§ 4-38-1041 — 4-38-1046) › Section 4-38-1044 - Amendment or abandonment of plan of conversion

(a)
A plan of conversion of a domestic converting limited liability company may be amended:
(1)
in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or
(2)
by its managers or members in the manner provided in the plan, but a member that was entitled to vote on or consent to approval of the conversion is entitled to vote on or consent to any amendment of the plan that will change:
(A)
the amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by any of the members of the converting company under the plan;
(B)
the public organic record, if any, or private organic rules of the converted entity which will be in effect immediately after the conversion becomes effective, except for changes that do not require approval of the interest holders of the converted entity under its organic law or organic rules; or
(C)
any other terms or conditions of the plan, if the change would adversely affect the member in any material respect.
(b)
After a plan of conversion has been approved by a domestic converting limited liability company and before a statement of conversion becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic converting limited liability company may abandon the plan in the same manner as the plan was approved.
(c)
If a plan of conversion is abandoned after a statement of conversion has been delivered to the Secretary of State for filing and before the statement becomes effective, a statement of abandonment, signed by the converting entity, must be delivered to the Secretary of State for filing before the statement of conversion becomes effective. The statement of abandonment takes effect on filing, and the conversion is abandoned and does not become effective. The statement of abandonment must contain:
(1)
the name of the converting limited liability company;
(2)
the date on which the statement of conversion was filed by the Secretary of State; and
(3)
a statement that the conversion has been abandoned in accordance with this section.
Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 38 - UNIFORM LIMITED LIABILITY COMPANY ACT (§§ 4-38-101 — 4-38-1203) › Subchapter 10 - MERGER, INTEREST EXCHANGE, CONVERSION, AND DOMESTICATION (§§ 4-38-1001 — 4-38-1056) › Part 4 - CONVERSION (§§ 4-38-1041 — 4-38-1046) › Section 4-38-1045 - Statement of conversion - Effective date of conversion

(a)
A statement of conversion must be signed by the converting entity and delivered to the Secretary of State for filing.
(b)
A statement of conversion must contain:
(1)
the name, jurisdiction of formation, and type of entity of the converting entity;
(2)
the name, jurisdiction of formation, and type of entity of the converted entity;
(3)
if the converting entity is a domestic limited liability company, a statement that the plan of conversion was approved in accordance with this part or, if the converting entity is a foreign entity, a statement that the conversion was approved by the foreign entity in accordance with the law of its jurisdiction of formation;
(4)
if the converted entity is a domestic filing entity, its public organic record, as an attachment; and
(5)
if the converted entity is a domestic limited liability partnership, its statement of qualification, as an attachment.
(c)
In addition to the requirements of subsection (b), a statement of conversion may contain any other provision not prohibited by law.
(d)
If the converted entity is a domestic entity, its public organic record, if any, must satisfy the requirements of the law of this state, except that the public organic record does not need to be signed.
(e)
A plan of conversion that is signed by a domestic converting limited liability company and meets all the requirements of subsection (b) may be delivered to the Secretary of State for filing instead of a statement of conversion and on filing has the same effect. If a plan of conversion is filed as provided in this subsection, references in this subchapter to a statement of conversion refer to the plan of conversion filed under this subsection.
(f)
If the converted entity is a domestic limited liability company, the conversion becomes effective when the statement of conversion is effective. In all other cases, the conversion becomes effective on the later of:
(1)
the date and time provided by the organic law of the converted entity; and
(2)
when the statement is 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 10 - MERGER, INTEREST EXCHANGE, CONVERSION, AND DOMESTICATION (§§ 4-38-1001 — 4-38-1056) › Part 5 - DOMESTICATION (§§ 4-38-1051 — 4-38-1056) › Section 4-38-1051 - Domestication authorized

(a)
By complying with this part, a domestic limited liability company may become a foreign limited liability company if the domestication is authorized by the law of the foreign jurisdiction.
(b)
By complying with the provisions of this part applicable to foreign limited liability companies, a foreign limited liability company may become a domestic limited liability company if the domestication is authorized by the law of the foreign limited liability company's jurisdiction of formation.
(c)
If a protected agreement contains a provision that applies to a merger of a domestic limited liability company but does not refer to a domestication, the provision applies to a domestication of the limited liability company as if the domestication were a merger until the provision is amended after September 1, 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 10 - MERGER, INTEREST EXCHANGE, CONVERSION, AND DOMESTICATION (§§ 4-38-1001 — 4-38-1056) › Part 5 - DOMESTICATION (§§ 4-38-1051 — 4-38-1056) › Section 4-38-1052 - Plan of domestication

(a)
A domestic limited liability company may become a foreign limited liability company in a domestication by approving a plan of domestication. The plan must be in a record and contain:
(1)
the name of the domesticating limited liability company;
(2)
the name and jurisdiction of formation of the domesticated limited liability company;
(3)
the manner of converting the interests in the domesticating limited liability company into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing;
(4)
the proposed certificate of organization of the domesticated limited liability company;
(5)
the full text of the provisions of the operating agreement of the domesticated limited liability company that are proposed to be in a record;
(6)
the other terms and conditions of the domestication; and
(7)
any other provision required by the law of this state or the operating agreement of the domesticating limited liability company.
(b)
In addition to the requirements of subsection (a), a plan of domestication may contain any other provision not prohibited by law.
Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 38 - UNIFORM LIMITED LIABILITY COMPANY ACT (§§ 4-38-101 — 4-38-1203) › Subchapter 10 - MERGER, INTEREST EXCHANGE, CONVERSION, AND DOMESTICATION (§§ 4-38-1001 — 4-38-1056) › Part 5 - DOMESTICATION (§§ 4-38-1051 — 4-38-1056) › Section 4-38-1053 - Approval of domestication

(a)
A plan of domestication of a domestic domesticating limited liability company is not effective unless it has been approved:
(1)
by all the members entitled to vote on or consent to any matter; and
(2)
in a record, by each member that will have interest holder liability for debts, obligations, and other liabilities that are incurred after the domestication becomes effective, unless:
(A)
the operating agreement of the domesticating company in a record provides for the approval of a domestication or merger in which some or all of its members become subject to interest holder liability by the affirmative vote or consent of fewer than all the members; and
(B)
the member voted for or consented in a record to that provision of the operating agreement or became a member after the adoption of that provision.
(b)
A domestication of a foreign domesticating limited liability company is not effective unless it is approved in accordance with the law of the foreign limited liability company's jurisdiction of formation.
Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 38 - UNIFORM LIMITED LIABILITY COMPANY ACT (§§ 4-38-101 — 4-38-1203) › Subchapter 10 - MERGER, INTEREST EXCHANGE, CONVERSION, AND DOMESTICATION (§§ 4-38-1001 — 4-38-1056) › Part 5 - DOMESTICATION (§§ 4-38-1051 — 4-38-1056) › Section 4-38-1054 - Amendment or abandonment of plan of domestication

(a)
A plan of domestication of a domestic domesticating limited liability company may be amended:
(1)
in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or
(2)
by its managers or members in the manner provided in the plan, but a member that was entitled to vote on or consent to approval of the domestication is entitled to vote on or consent to any amendment of the plan that will change:
(A)
the amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by any of the members of the domesticating limited liability company under the plan;
(B)
the certificate of organization or operating agreement of the domesticated limited liability company that will be in effect immediately after the domestication becomes effective, except for changes that do not require approval of the members of the domesticated limited liability company under its organic law or operating agreement; or
(C)
any other terms or conditions of the plan, if the change would adversely affect the member in any material respect.
(b)
After a plan of domestication has been approved by a domestic domesticating limited liability company and before a statement of domestication becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic domesticating limited liability company may abandon the plan in the same manner as the plan was approved.
(c)
If a plan of domestication is abandoned after a statement of domestication has been delivered to the Secretary of State for filing and before the statement becomes effective, a statement of abandonment, signed by the domesticating limited liability company, must be delivered to the Secretary of State for filing before the statement of domestication becomes effective. The statement of abandonment takes effect on filing, and the domestication is abandoned and does not become effective. The statement of abandonment must contain:
(1)
the name of the domesticating limited liability company;
(2)
the date on which the statement of domestication was filed by the Secretary of State; and
(3)
a statement that the domestication has been abandoned in accordance with this section.
Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 38 - UNIFORM LIMITED LIABILITY COMPANY ACT (§§ 4-38-101 — 4-38-1203) › Subchapter 10 - MERGER, INTEREST EXCHANGE, CONVERSION, AND DOMESTICATION (§§ 4-38-1001 — 4-38-1056) › Part 5 - DOMESTICATION (§§ 4-38-1051 — 4-38-1056) › Section 4-38-1055 - Statement of domestication - Effective date of domestication

(a)
A statement of domestication must be signed by the domesticating limited liability company and delivered to the Secretary of State for filing.
(b)
A statement of domestication must contain:
(1)
the name and jurisdiction of formation of the domesticating limited liability company;
(2)
the name and jurisdiction of formation of the domesticated limited liability company;
(3)
if the domesticating limited liability company is a domestic limited liability company, a statement that the plan of domestication was approved in accordance with this part or, if the domesticating limited liability company is a foreign limited liability company, a statement that the domestication was approved in accordance with the law of its jurisdiction of formation; and
(4)
the certificate of organization of the domesticated limited liability company, as an attachment.
(c)
In addition to the requirements of subsection (b), a statement of domestication may contain any other provision not prohibited by law.
(d)
The certificate of organization of a domestic domesticated limited liability company must satisfy the requirements of this chapter, but the certificate does not need to be signed.
(e)
A plan of domestication that is signed by a domesticating domestic limited liability company and meets all the requirements of subsection (b) may be delivered to the Secretary of State for filing instead of a statement of domestication and on filing has the same effect. If a plan of domestication is filed as provided in this subsection, references in this subchapter to a statement of domestication refer to the plan of domestication filed under this subsection.
(f)
If the domesticated entity is a domestic limited liability company, the domestication becomes effective when the statement of domestication is effective. If the domesticated entity is a foreign limited liability company, the domestication becomes effective on the later of:
(1)
the date and time provided by the organic law of the domesticated entity; and
(2)
when the statement is 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 11 - MISCELLANEOUS PROVISIONS (§§ 4-38-1101 — 4-38-1108) › Section 4-38-1101 - 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 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 11 - MISCELLANEOUS PROVISIONS (§§ 4-38-1101 — 4-38-1108) › Section 4-38-1102 - Relation to Electronic Signatures in Global and National Commerce Act

This chapter modifies, limits, and 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 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 11 - MISCELLANEOUS PROVISIONS (§§ 4-38-1101 — 4-38-1108) › Section 4-38-1103 - Savings clause

This chapter does not affect an action commenced, proceeding brought, or right accrued before September 1, 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 11 - MISCELLANEOUS PROVISIONS (§§ 4-38-1101 — 4-38-1108) › Section 4-38-1105 - Powers of Secretary of State

The Secretary of State has the power reasonably necessary to perform the duties required of him or her by this chapter.
Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 38 - UNIFORM LIMITED LIABILITY COMPANY ACT (§§ 4-38-101 — 4-38-1203) › Subchapter 11 - MISCELLANEOUS PROVISIONS (§§ 4-38-1101 — 4-38-1108) › Section 4-38-1106 - Confidentiality

All member information contained in an annual report or in an annual franchise tax report shall be confidential and not available for public inspection, except:
(1)
the name and address of the limited liability company;
(2)
the registered agent of the limited liability company; and
(3)
the state where the limited liability company is registered to do business.
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 11 - MISCELLANEOUS PROVISIONS (§§ 4-38-1101 — 4-38-1108) › Section 4-38-1107 - Tax status

A limited liability company and its member or members shall be classified and taxed for Arkansas income tax purposes in the same manner as the limited liability company and its member or members are classified and taxed for federal income tax purposes.
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 11 - MISCELLANEOUS PROVISIONS (§§ 4-38-1101 — 4-38-1108) › Section 4-38-1108 - Effective date

This chapter takes effect on September 1, 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 12 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 4-38-1201 — 4-38-1203) › Section 4-38-1201 - [Renumbered as 4-38-1202] Applicability - Definition

(a)
As used in this subchapter, "professional service" means a service that may be legally performed under a license or other legally mandated personal authorization, including without limitation services rendered by certified public accountants, architects, engineers, dentists, physicians, and attorneys at law.
(b)
This subchapter applies only to a limited liability company that provides a professional service.
Added by Act 2021EX2, No. 12,§ 3, eff. 12/9/2021.
Added by Act 2021EX2, No. 7,§ 3, eff. 12/9/2021.
Renumbered as Ark. Code §
4-38-1202
by Act 2021EX2, No. 7,§ 3, 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 12 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 4-38-1201 — 4-38-1203) › Section 4-38-1202 - [Renumbered as 4-38-1203] Certification of registration

(a)
A limited liability company formed under this chapter and that will engage in the practice of medicine must obtain a certificate of registration from the Arkansas State Medical Board and must comply with the statutes of the Medical Corporation Act, §
4-29-301
et seq.
(b)
A limited liability company formed under this chapter and that will engage in the practice of dentistry must obtain a certificate of registration and comply with the statutes in the Dental Corporation Act, §
4-29-401
et seq.
(c)
(1)
An applicant seeking to register a limited liability company under this chapter shall obtain the necessary authorization required by its licensing authority to:
(A)
register as a professional limited liability company under this chapter; and
(B)
use the name proposed by the applicant for registration with the Secretary of State.
(2)
The Secretary of State may require satisfactory proof of compliance with this section before registration.
Renumbered as Ark. Code §
4-38-1203
by Act 2021EX2, No. 12,§ 3, eff. 12/9/2021.
Renumbered as Ark. Code §
4-38-1203
by Act 2021EX2, No. 7,§ 3, 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 12 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 4-38-1201 — 4-38-1203) › Section 4-38-1203 - Name - Professional limited liability company

(a)
The name of a limited liability company which performs a professional service shall contain the words "Professional Limited Liability Company" or "Professional Limited Company" or the abbreviations "P.L.L.C.", "P.L.C.", "PLLC", "PLC", and the words "Limited" and "Company" may be abbreviated as "Ltd." or "Co." and may not contain the name of any person who is not a member, except that the name of a former member or member of a predecessor organization may continue to be included in the name.
(b)
A limited liability company formed under this chapter shall have only one corporate suffix, as allowed by subsection (a).
Renumbered from Ark. Code §
4-38-1202
and amended by Act 2021EX2, No. 12,§ 3, eff. 12/9/2021.
Renumbered from Ark. Code §
4-38-1202
and amended by Act 2021EX2, No. 7,§ 3, eff. 12/9/2021.
Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.