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 4 - GENERAL PARTNERS (§§ 4-47-401 — 4-47-408) › Section 4-47-408 - General standards of general partner's conduct

(a)
The only fiduciary duties that a general partner has to the limited partnership and the other partners are the duties of loyalty and care under subsections (b) and (c).
(b)
A general partner's duty of loyalty to the limited partnership and the other partners is limited to the following:
(1)
to account to the limited partnership and hold as trustee for it any property, profit, or benefit derived by the general partner in the conduct and winding up of the limited partnership's activities or derived from a use by the general partner of limited partnership property, including the appropriation of a limited partnership opportunity;
(2)
to refrain from dealing with the limited partnership in the conduct or winding up of the limited partnership's activities as or on behalf of a party having an interest adverse to the limited partnership; and
(3)
to refrain from competing with the limited partnership in the conduct or winding up of the limited partnership's activities.
(c)
A general partner's duty of care to the limited partnership and the other partners in the conduct and winding up of the limited partnership's activities is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.
(d)
A general partner shall discharge the duties to the partnership and the other partners under this chapter or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing.
(e)
A general partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the general partner's conduct furthers the general partner's own interests.
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 5 - CONTRIBUTIONS AND DISTRIBUTIONS (§§ 4-47-501 — 4-47-509) › Section 4-47-501 - Form of contribution

A contribution of a partner may consist of tangible or intangible property or other benefit to the limited partnership, including money, services performed, promissory notes, other agreements to contribute cash or property, and contracts for services to be performed.
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 5 - CONTRIBUTIONS AND DISTRIBUTIONS (§§ 4-47-501 — 4-47-509) › Section 4-47-502 - Liability for contribution

(a)
A partner's obligation to contribute money or other property or other benefit to, or to perform services for, a limited partnership is not excused by the partner's death, disability, or other inability to perform personally.
(b)
If a partner does not make a promised non-monetary contribution, the partner is obligated at the option of the limited partnership to contribute money equal to that portion of the value, as stated in the required information, of the stated contribution which has not been made.
(c)
The obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all partners. A creditor of a limited partnership which extends credit or otherwise acts in reliance on an obligation described in subsection (a), without notice of any compromise under this subsection, may enforce the original obligation.
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 5 - CONTRIBUTIONS AND DISTRIBUTIONS (§§ 4-47-501 — 4-47-509) › Section 4-47-503 - Sharing of distributions

A distribution by a limited partnership must be shared among the partners on the basis of the value, as stated in the required records when the limited partnership decides to make the distribution, of the contributions the limited partnership has received from each partner.
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 5 - CONTRIBUTIONS AND DISTRIBUTIONS (§§ 4-47-501 — 4-47-509) › Section 4-47-504 - Interim distributions

A partner does not have a right to any distribution before the dissolution and winding up of the limited partnership unless the limited partnership decides to make an interim distribution.
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 5 - CONTRIBUTIONS AND DISTRIBUTIONS (§§ 4-47-501 — 4-47-509) › Section 4-47-505 - No distribution on account of dissociation

A person does not have a right to receive a distribution on account of dissociation.
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 5 - CONTRIBUTIONS AND DISTRIBUTIONS (§§ 4-47-501 — 4-47-509) › Section 4-47-506 - Distribution in kind

A partner does not have a right to demand or receive any distribution from a limited partnership in any form other than cash. Subject to §
4-47-812(b)
, a limited partnership may distribute an asset in kind to the extent each partner receives a percentage of the asset equal to the partner's share of distributions.
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 5 - CONTRIBUTIONS AND DISTRIBUTIONS (§§ 4-47-501 — 4-47-509) › Section 4-47-507 - Right to distribution

When a partner or transferee becomes entitled to receive a distribution, the partner or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. However, the limited partnership's obligation to make a distribution is subject to offset for any amount owed to the limited partnership by the partner or dissociated partner on whose account the distribution is made.
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 5 - CONTRIBUTIONS AND DISTRIBUTIONS (§§ 4-47-501 — 4-47-509) › Section 4-47-508 - Limitations on distribution

(a)
A limited partnership may not make a distribution in violation of the partnership agreement.
(b)
A limited partnership may not make a distribution if after the distribution:
(1)
the limited partnership would not be able to pay its debts as they become due in the ordinary course of the limited partnership's activities; or
(2)
the limited partnership's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the limited partnership were to be dissolved, wound up, and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up, and termination of partners whose preferential rights are superior to those of persons receiving the distribution.
(c)
A limited partnership may base a determination that a distribution is not prohibited under subsection (b) on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances.
(d)
Except as otherwise provided in subsection (g), the effect of a distribution under subsection (b) is measured:
(1)
in the case of distribution by purchase, redemption, or other acquisition of a transferable interest in the limited partnership, as of the date money or other property is transferred or debt incurred by the limited partnership; and
(2)
in all other cases, as of the date:
(A)
the distribution is authorized, if the payment occurs within 120 days after that date; or
(B)
the payment is made, if payment occurs more than 120 days after the distribution is authorized.
(e)
A limited partnership's indebtedness to a partner incurred by reason of a distribution made in accordance with this section is at parity with the limited partnership's indebtedness to its general, unsecured creditors.
(f)
A limited partnership's indebtedness, including indebtedness issued in connection with or as part of a distribution, is not considered a liability for purposes of subsection (b) if the terms of the indebtedness provide that payment of principal and interest are made only to the extent that a distribution could then be made to partners under this section.
(g)
If indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is made.
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 5 - CONTRIBUTIONS AND DISTRIBUTIONS (§§ 4-47-501 — 4-47-509) › Section 4-47-509 - Liability for improper distributions

(a)
A general partner that consents to a distribution made in violation of §
4-47-508
is personally liable to the limited partnership for the amount of the distribution which exceeds the amount that could have been distributed without the violation if it is established that in consenting to the distribution the general partner failed to comply with §
4-47-408
.
(b)
A partner or transferee that received a distribution knowing that the distribution to that partner or transferee was made in violation of §
4-47-508
is personally liable to the limited partnership but only to the extent that the distribution received by the partner or transferee exceeded the amount that could have been properly paid under §
4-47-508
.
(c)
A general partner against which an action is commenced under subsection (a) may:
(1)
implead in the action any other person that is liable under subsection (a) and compel contribution from the person; and
(2)
implead in the action any person that received a distribution in violation of subsection (b) and compel contribution from the person in the amount the person received in violation of subsection (b).
(d)
An action under this section is barred if it is not commenced within two years after the distribution.
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 6 - DISSOCIATION (§§ 4-47-601 — 4-47-607) › Section 4-47-602 - Effect of dissociation as limited partner

(a)
Upon a person's dissociation as a limited partner:
(1)
subject to §
4-47-704
, the person does not have further rights as a limited partner;
(2)
the person's obligation of good faith and fair dealing as a limited partner under §
4-47-305(b)
continues only as to matters arising and events occurring before the dissociation; and
(3)
subject to §
4-47-704
and subchapter 11, any transferable interest owned by the person in the person's capacity as a limited partner immediately before dissociation is owned by the person as a mere transferee.
(b)
A person's dissociation as a limited partner does not of itself discharge the person from any obligation to the limited partnership or the other partners which the person incurred while a limited partner.
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 6 - DISSOCIATION (§§ 4-47-601 — 4-47-607) › Section 4-47-604 - Person's power to dissociate as general partner - Wrongful dissociation

(a)
A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by express will pursuant to §
4-47-603(1)
.
(b)
A person's dissociation as a general partner is wrongful only if:
(1)
it is in breach of an express provision of the partnership agreement; or
(2)
it occurs before the termination of the limited partnership, and:
(A)
the person withdraws as a general partner by express will;
(B)
the person is expelled as a general partner by judicial determination under §
4-47-603(5)
;
(C)
the person is dissociated as a general partner by becoming a debtor in bankruptcy; or
(D)
in the case of a person that is not an individual, trust other than a business trust, or estate, the person is expelled or otherwise dissociated as a general partner because it willfully dissolved or terminated.
(c)
A person that wrongfully dissociates as a general partner is liable to the limited partnership and, subject to §
4-47-1001
, to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the general partner to the limited partnership or to the other 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 6 - DISSOCIATION (§§ 4-47-601 — 4-47-607) › Section 4-47-605 - Effect of dissociation as general partner

(a)
Upon a person's dissociation as a general partner:
(1)
the person's right to participate as a general partner in the management and conduct of the partnership's activities terminates;
(2)
the person's duty of loyalty as a general partner under §
4-47-408(b)(3)
terminates;
(3)
the person's duty of loyalty as a general partner under §
4-47-408(b)(1) and (2)
and duty of care under §
4-47-408(c)
continue only with regard to matters arising and events occurring before the person's dissociation as a general partner;
(4)
the person may sign and deliver to the Secretary of State for filing a statement of dissociation pertaining to the person and, at the request of the limited partnership, shall sign an amendment to the certificate of limited partnership which states that the person has dissociated; and
(5)
subject to §
4-47-704
and subchapter 11, any transferable interest owned by the person immediately before dissociation in the person's capacity as a general partner is owned by the person as a mere transferee.
(b)
A person's dissociation as a general partner does not of itself discharge the person from any obligation to the limited partnership or the other partners which the person incurred while a general partner.
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 6 - DISSOCIATION (§§ 4-47-601 — 4-47-607) › Section 4-47-606 - Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner

(a)
After a person is dissociated as a general partner and before the limited partnership is dissolved, converted under subchapter 11, or merged out of existence under subchapter 11, the limited partnership is bound by an act of the person only if:
(1)
the act would have bound the limited partnership under §
4-47-402
before the dissociation; and
(2)
at the time the other party enters into the transaction:
(A)
less than two years has passed since the dissociation; and
(B)
the other party does not have notice of the dissociation and reasonably believes that the person is a general partner.
(b)
If a limited partnership is bound under subsection (a), the person dissociated as a general partner which caused the limited partnership to be bound is liable:
(1)
to the limited partnership for any damage caused to the limited partnership arising from the obligation incurred under subsection (a); and
(2)
if a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or 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 6 - DISSOCIATION (§§ 4-47-601 — 4-47-607) › Section 4-47-607 - Liability to other persons of person dissociated as general partner

(a)
A person's dissociation as a general partner does not of itself discharge the person's liability as a general partner for an obligation of the limited partnership incurred before dissociation. Except as otherwise provided in subsections (b) and (c), the person is not liable for a limited partnership's obligation incurred after dissociation.
(b)
A person whose dissociation as a general partner resulted in a dissolution and winding up of the limited partnership's activities is liable to the same extent as a general partner under §
4-47-404
on an obligation incurred by the limited partnership under §
4-47-804
.
(c)
A person that has dissociated as a general partner but whose dissociation did not result in a dissolution and winding up of the limited partnership's activities is liable on a transaction entered into by the limited partnership after the dissociation only if:
(1)
a general partner would be liable on the transaction; and
(2)
at the time the other party enters into the transaction:
(A)
less than two years has passed since the dissociation; and
(B)
the other party does not have notice of the dissociation and reasonably believes that the person is a general partner.
(d)
By agreement with a creditor of a limited partnership and the limited partnership, a person dissociated as a general partner may be released from liability for an obligation of the limited partnership.
(e)
A person dissociated as a general partner is released from liability for an obligation of the limited partnership if the limited partnership's creditor, with notice of the person's dissociation as a general partner but without the person's consent, agrees to a material alteration in the nature or time of payment of the obligation.
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 7 - TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS (§§ 4-47-701 — 4-47-704) › Section 4-47-701 - Partner's transferable interest

The only interest of a partner which is transferable is the partner's transferable interest. A transferable interest is personal property.
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 7 - TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS (§§ 4-47-701 — 4-47-704) › Section 4-47-702 - Transfer of partner's transferable interest

(a)
A transfer, in whole or in part, of a partner's transferable interest:
(1)
is permissible;
(2)
does not by itself cause the partner's dissociation or a dissolution and winding up of the limited partnership's activities; and
(3)
does not, as against the other partners or the limited partnership, entitle the transferee to participate in the management or conduct of the limited partnership's activities, to require access to information concerning the limited partnership's transactions except as otherwise provided in subsection (c), or to inspect or copy the required information or the limited partnership's other records.
(b)
A transferee has a right to receive, in accordance with the transfer:
(1)
distributions to which the transferor would otherwise be entitled; and
(2)
upon the dissolution and winding up of the limited partnership's activities the net amount otherwise distributable to the transferor.
(c)
In a dissolution and winding up, a transferee is entitled to an account of the limited partnership's transactions only from the date of dissolution.
(d)
Upon transfer, the transferor retains the rights of a partner other than the interest in distributions transferred and retains all duties and obligations of a partner.
(e)
A limited partnership need not give effect to a transferee's rights under this section until the limited partnership has notice of the transfer.
(f)
A transfer of a partner's transferable interest in the limited partnership in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer.
(g)
A transferee that becomes a partner with respect to a transferable interest is liable for the transferor's obligations under §§
4-47-502
and
4-47-509
. However, the transferee is not obligated for liabilities unknown to the transferee at the time the transferee became a partner.
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 7 - TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS (§§ 4-47-701 — 4-47-704) › Section 4-47-703 - Rights of creditor of partner or transferee

(a)
On application to a court of competent jurisdiction by any judgment creditor of a partner or transferee, the court may charge the transferable interest of the judgment debtor with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of a transferee. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor in respect of the partnership and make all other orders, directions, accounts, and inquiries the judgment debtor might have made or which the circumstances of the case may require to give effect to the charging order.
(b)
A charging order constitutes a lien on the judgment debtor's transferable interest. The court may order a foreclosure upon the interest subject to the charging order at any time. The purchaser at the foreclosure sale has the rights of a transferee.
(c)
At any time before foreclosure, an interest charged may be redeemed:
(1)
by the judgment debtor;
(2)
with property other than limited partnership property, by one or more of the other partners; or
(3)
with limited partnership property, by the limited partnership with the consent of all partners whose interests are not so charged.
(d)
This chapter does not deprive any partner or transferee of the benefit of any exemption laws applicable to the partner's or transferee's transferable interest.
(e)
This section provides the exclusive remedy by which a judgment creditor of a partner or transferee may satisfy a judgment out of the judgment debtor's transferable interest.
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 7 - TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS (§§ 4-47-701 — 4-47-704) › Section 4-47-704 - Power of estate of deceased partner

If a partner dies, the deceased partner's personal representative or other legal representative may exercise the rights of a transferee as provided in §
4-47-702
and, for the purposes of settling the estate, may exercise the rights of a current limited partner under §
4-47-304
.
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 8 - DISSOLUTION (§§ 4-47-801 — 4-47-812) › Section 4-47-801 - Nonjudicial dissolution

Except as otherwise provided in §
4-47-802
, a limited partnership is dissolved, and its activities must be wound up, only upon the occurrence of any of the following:
(1)
the happening of an event specified in the partnership agreement;
(2)
the consent of all general partners and of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective;
(3)
after the dissociation of a person as a general partner:
(A)
if the limited partnership has at least one remaining general partner, the consent to dissolve the limited partnership given within 90 days after the dissociation by partners owning a majority of the rights to receive distributions as partners at the time the consent is to be effective; or
(B)
if the limited partnership does not have a remaining general partner, the passage of 90 days after the dissociation, unless before the end of the period:
(i)
consent to continue the activities of the limited partnership and admit at least one general partner is given by limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective; and
(ii)
at least one person is admitted as a general partner in accordance with the consent;
(4)
the passage of 90 days after the dissociation of the limited partnership's last limited partner, unless before the end of the period the limited partnership admits at least one limited partner; or
(5)
the signing and filing of a declaration of dissolution by the Secretary of State under §
4-47-809(c)
.
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 8 - DISSOLUTION (§§ 4-47-801 — 4-47-812) › Section 4-47-802 - Judicial dissolution

On application by a partner the circuit court may order dissolution of a limited partnership if it is not reasonably practicable to carry on the activities of the limited partnership in conformity with the partnership agreement.
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 8 - DISSOLUTION (§§ 4-47-801 — 4-47-812) › Section 4-47-803 - Winding up

(a)
A limited partnership continues after dissolution only for the purpose of winding up its activities.
(b)
In winding up its activities, the limited partnership:
(1)
may amend its certificate of limited partnership to state that the limited partnership is dissolved, preserve the limited partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, transfer the limited partnership's property, settle disputes by mediation or arbitration, file a statement of termination as provided in §
4-47-203
, and perform other necessary acts; and
(2)
shall discharge the limited partnership's liabilities, settle and close the limited partnership's activities, and marshal and distribute the assets of the partnership.
(c)
If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved limited partnership's activities may be appointed by the consent of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective. A person appointed under this subsection:
(1)
has the powers of a general partner under §
4-47-804
; and
(2)
shall promptly amend the certificate of limited partnership to state:
(A)
that the limited partnership does not have a general partner;
(B)
the name of the person that has been appointed to wind up the limited partnership; and
(C)
the street and mailing address of the person.
(d)
On the application of any partner, the circuit court may order judicial supervision of the winding up, including the appointment of a person to wind up the dissolved limited partnership's activities, if:
(1)
a limited partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to subsection (c); or
(2)
the applicant establishes other good cause.
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 8 - DISSOLUTION (§§ 4-47-801 — 4-47-812) › Section 4-47-804 - Power of general partner and person dissociated as general partner to bind partnership after dissolution

(a)
A limited partnership is bound by a general partner's act after dissolution which:
(1)
is appropriate for winding up the limited partnership's activities; or
(2)
would have bound the limited partnership under §
4-47-402
before dissolution, if, at the time the other party enters into the transaction, the other party does not have notice of the dissolution.
(b)
A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution if:
(1)
at the time the other party enters into the transaction:
(A)
less than two years has passed since the dissociation; and
(B)
the other party does not have notice of the dissociation and reasonably believes that the person is a general partner; and
(2)
the act:
(A)
is appropriate for winding up the limited partnership's activities; or
(B)
would have bound the limited partnership under §
4-47-402
before dissolution and at the time the other party enters into the transaction the other party does not have notice of the dissolution.
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 8 - DISSOLUTION (§§ 4-47-801 — 4-47-812) › Section 4-47-805 - Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partner

(a)
If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under §
4-47-804(a)
by an act that is not appropriate for winding up the partnership's activities, the general partner is liable:
(1)
to the limited partnership for any damage caused to the limited partnership arising from the obligation; and
(2)
if another general partner or a person dissociated as a general partner is liable for the obligation, to that other general partner or person for any damage caused to that other general partner or person arising from the liability.
(b)
If a person dissociated as a general partner causes a limited partnership to incur an obligation under §
4-47-804(b)
, the person is liable:
(1)
to the limited partnership for any damage caused to the limited partnership arising from the obligation; and
(2)
if a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or 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 8 - DISSOLUTION (§§ 4-47-801 — 4-47-812) › Section 4-47-806 - Known claims against dissolved limited partnership

(a)
A dissolved limited partnership may dispose of the known claims against it by following the procedure described in subsection (b).
(b)
A dissolved limited partnership may notify its known claimants of the dissolution in a record. The notice must:
(1)
specify the information required to be included in a claim;
(2)
provide a mailing address to which the claim is to be sent;
(3)
state the deadline for receipt of the claim, which may not be less than 120 days after the date the notice is received by the claimant;
(4)
state that the claim will be barred if not received by the deadline; and
(5)
unless the limited partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the limited partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner which is based on §
4-47-404
.
(c)
A claim against a dissolved limited partnership is barred if the requirements of subsection (b) are met and:
(1)
the claim is not received by the specified deadline; or
(2)
in the case of a claim that is timely received but rejected by the dissolved limited partnership, the claimant does not commence an action to enforce the claim against the limited partnership within 90 days after the receipt of the notice of the rejection.
(d)
This section does not apply to a claim based on an event occurring after the effective date of dissolution or a liability that is contingent on that date.
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 8 - DISSOLUTION (§§ 4-47-801 — 4-47-812) › Section 4-47-807 - Other claims against dissolved limited partnership

(a)
A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the limited partnership to present them in accordance with the notice.
(b)
The notice must:
(1)
be published at least once in a newspaper of general circulation in the county in which the dissolved limited partnership's designated office is located or, if it has none in this State, in the county in which the limited partnership's designated office is or was last located;
(2)
describe the information required to be contained in a claim and provide a mailing address to which the claim is to be sent;
(3)
state that a claim against the limited partnership is barred unless an action to enforce the claim is commenced within five years after publication of the notice; and
(4)
unless the limited partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the limited partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner which is based on §
4-47-404
.
(c)
If a dissolved limited partnership publishes a notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the dissolved limited partnership within five years after the publication date of the notice:
(1)
a claimant that did not receive notice in a record under §
4-47-806
;
(2)
a claimant whose claim was timely sent to the dissolved limited partnership but not acted on; and
(3)
a claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
(d)
A claim not barred under this section may be enforced:
(1)
against the dissolved limited partnership, to the extent of its undistributed assets;
(2)
if the assets have been distributed in liquidation, against a partner or transferee to the extent of that person's proportionate share of the claim or the limited partnership's assets distributed to the partner or transferee in liquidation, whichever is less, but a person's total liability for all claims under this paragraph does not exceed the total amount of assets distributed to the person as part of the winding up of the dissolved limited partnership; or
(3)
against any person liable on the claim under §
4-47-404
.
Acts 2007, No. 15, § 1; 2009, No. 814, § 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 8 - DISSOLUTION (§§ 4-47-801 — 4-47-812) › Section 4-47-808 - Liability of general partner and person dissociated as general partner when claim against limited partnership barred

If a claim against a dissolved limited partnership is barred under §
4-47-806
or §
4-47-807
, any corresponding claim under §
4-47-404
is also barred.
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 8 - DISSOLUTION (§§ 4-47-801 — 4-47-812) › Section 4-47-809 - Administrative dissolution

(a)
The Secretary of State may dissolve a limited partnership administratively if the limited partnership does not, within 60 days after the due date:
(1)
pay any fee, tax, or penalty due to the Secretary of State under this chapter or other law; or
(2)
deliver its annual report to the Secretary of State.
(b)
If the Secretary of State determines that a ground exists for administratively dissolving a limited partnership, the Secretary of State shall file a record of the determination and serve the limited partnership with a copy of the filed record.
(c)
If within 60 days after service of the copy the limited partnership does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist, the Secretary of State shall administratively dissolve the limited partnership by preparing, signing and filing a declaration of dissolution that states the grounds for dissolution. The Secretary of State shall serve the limited partnership with a copy of the filed declaration.
(d)
A limited partnership administratively dissolved continues its existence but may carry on only activities necessary to wind up its activities and liquidate its assets under §§
4-47-803
and
4-47-812
and to notify claimants under §§
4-47-806
and
4-47-807
.
(e)
The administrative dissolution of a limited partnership does not terminate the authority of its agent for service of process.
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 8 - DISSOLUTION (§§ 4-47-801 — 4-47-812) › Section 4-47-810 - Reinstatement following administrative dissolution

(a)
A limited partnership that has been administratively dissolved may apply to the Secretary of State for reinstatement within two years after the effective date of dissolution. The application must be delivered to the Secretary of State for filing and state:
(1)
the name of the limited partnership and the effective date of its administrative dissolution;
(2)
that the grounds for dissolution either did not exist or have been eliminated; and
(3)
that the limited partnership's name satisfies the requirements of §
4-47-108
.
(b)
If the Secretary of State determines that an application contains the information required by subsection (a) and that the information is correct, the Secretary of State shall prepare a declaration of reinstatement that states this determination, sign, and file the original of the declaration of reinstatement, and serve the limited partnership with a copy.
(c)
When reinstatement becomes effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the limited partnership may resume its activities as if the administrative dissolution had never occurred.
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 8 - DISSOLUTION (§§ 4-47-801 — 4-47-812) › Section 4-47-811 - Appeal from denial of reinstatement

(a)
If the Secretary of State denies a limited partnership's application for reinstatement following administrative dissolution, the Secretary of State shall prepare, sign and file a notice that explains the reason or reasons for denial and serve the limited partnership with a copy of the notice.
(b)
Within 30 days after service of the notice of denial, the limited partnership may appeal from the denial of reinstatement by petitioning the circuit court to set aside the dissolution. The petition must be served on the Secretary of State and contain a copy of the Secretary of State's declaration of dissolution, the limited partnership's application for reinstatement, and the Secretary of State's notice of denial.
(c)
The court may summarily order the Secretary of State to reinstate the dissolved limited partnership or may take other action the court considers appropriate.
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 8 - DISSOLUTION (§§ 4-47-801 — 4-47-812) › Section 4-47-812 - Disposition of assets - When contributions required

(a)
In winding up a limited partnership's activities, the assets of the limited partnership, including the contributions required by this section, must be applied to satisfy the limited partnership's obligations to creditors, including, to the extent permitted by law, partners that are creditors.
(b)
Any surplus remaining after the limited partnership complies with subsection (a) must be paid in cash as a distribution.
(c)
If a limited partnership's assets are insufficient to satisfy all of its obligations under subsection (a), with respect to each unsatisfied obligation incurred when the limited partnership was not a limited liability limited partnership, the following rules apply:
(1)
Each person that was a general partner when the obligation was incurred and that has not been released from the obligation under §
4-47-607
shall contribute to the limited partnership for the purpose of enabling the limited partnership to satisfy the obligation. The contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those persons when the obligation was incurred.
(2)
If a person does not contribute the full amount required under subdivision (c)(1) with respect to an unsatisfied obligation of the limited partnership, the other persons required to contribute by subdivision (c)(1) on account of the obligation shall contribute the additional amount necessary to discharge the obligation. The additional contribution due from each of those other persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those other persons when the obligation was incurred.
(3)
If a person does not make the additional contribution required by subdivision (c)(2), further additional contributions are determined and due in the same manner as provided in that paragraph.
(d)
A person that makes an additional contribution under subsection (c)(2) or (3) may recover from any person whose failure to contribute under subsection (c)(1) or (2) necessitated the additional contribution. A person may not recover under this subsection more than the amount additionally contributed. A person's liability under this subsection may not exceed the amount the person failed to contribute.
(e)
The estate of a deceased individual is liable for the person's obligations under this section.
(f)
An assignee for the benefit of creditors of a limited partnership or a partner, or a person appointed by a court to represent creditors of a limited partnership or a partner, may enforce a person's obligation to contribute under subsection (c).
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 4-47-901 - Governing law

(a)
The laws of the State or other jurisdiction under which a foreign limited partnership is organized govern relations among the partners of the foreign limited partnership and between the partners and the foreign limited partnership and the liability of partners as partners for an obligation of the foreign limited partnership.
(b)
A foreign limited partnership may not be denied a certificate of authority by reason of any difference between the laws of the jurisdiction under which the foreign limited partnership is organized and the laws of this State.
(c)
A certificate of authority does not authorize a foreign limited partnership to engage in any business or exercise any power that a limited partnership may not engage in or exercise 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 4-47-902 - Application for certificate of authority

(a)
Before transacting business in this State, a foreign limited partnership shall apply for a certificate of authority to transact business in this State by delivering an application to the Secretary of State for filing. The application must state:
(1)
the name of the foreign limited partnership and, if the name does not comply with §
4-47-108
, an alternate name adopted pursuant to §
4-47-905(a)
;
(2)
the name of the State or other jurisdiction under whose law the foreign limited partnership is organized;
(3)
the street and mailing address of the foreign limited partnership's principal office and, if the laws of the jurisdiction under which the foreign limited partnership is organized require the foreign limited partnership to maintain an office in that jurisdiction, the street and mailing address of the required office;
(4)
the information required by §
4-20-105(a)
concerning the foreign limited partnership's initial agent for service of process in this State;
(5)
the name and street and mailing address of each of the foreign limited partnership's general partners; and
(6)
whether the foreign limited partnership is a foreign limited liability limited partnership.
(b)
A foreign limited partnership shall deliver with the completed application a certificate of existence or a record of similar import signed by the Secretary of State or other official having custody of the foreign limited partnership's publicly filed records in the State or other jurisdiction under whose law the foreign limited partnership is organized.
Acts 2007, No. 15, § 1; 2009, No. 814, § 14.