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 42 - UNIFORM PARTNERSHIP ACT (§§ 4-42-101 — 4-42-801) › Subchapter 7 - MISCELLANEOUS PROVISIONS (§§ 4-42-701 — 4-42-708) › Section 4-42-708 - Fees

The Secretary of State shall collect the following fees when the documents described in this section are delivered to him or her by electronic means:
DOCUMENT
FEE
PROCESSING FEE
(1) Application for fictitious name for domestic limited liability partnership ...........................
$9.50
......$4.00
(2) Application for fictitious name for foreign limited liability partnership ..............................
$9.50
......$4.00
(3) Notice of change of registered office or agent or both .......................................................
......No Fee
(4) For any other document not listed above, the cost for electronic filing is:
(A) Four dollars ($4.00) for the processing fee when the filing fee is $0 to $50;
(B) Five dollars ($5.00) for the processing fee when the filing fee is $51 to $99;
(C) Ten dollars ($10.00) for the processing fee when the filing fee is $100 to $299; and
(D) Twelve dollars ($12.00) for the processing fee when the filing fee is $300 or more.
Acts 2001, No. 1395, § 5; 2007, No. 646, § 9.
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 46 - UNIFORM PARTNERSHIP ACT (1996) › Subchapter 1 - GENERAL PROVISIONS (§§ 4-46-101 — 4-46-107) › Section 4-46-101 - Definitions

(1)
"Business" includes every trade, occupation, and profession.
(2)
"Debtor in bankruptcy" means a person who is the subject of:
(i)
an order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application; or
(ii)
a comparable order under federal, state, or foreign law governing insolvency.
(3)
"Distribution" means a transfer of money or other property from a partnership to a partner in the partner's capacity as a partner or to the partner's transferee.
(4)
"Foreign limited liability partnership" means a partnership that:
(i)
is formed under laws other than the laws of this state; and
(ii)
has the status of a limited liability partnership under those laws.
(5)
"Limited liability partnership" means a partnership that has filed a statement of qualification under §
4-46-1001
and does not have a similar statement in effect in any other jurisdiction.
(6)
"Partnership" means an association of two (2) or more persons to carry on as co-owners a business for profit formed under §
4-46-202
, predecessor law, or comparable law of another jurisdiction.
(7)
"Partnership agreement" means the agreement, whether written, oral, or implied, among the partners concerning the partnership, including amendments to the partnership agreement.
(8)
"Partnership at will" means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking.
(9)
"Partnership interest" or "partner's interest in the partnership" means all of a partner's interests in the partnership, including the partner's transferable interest and all management and other rights.
(10)
"Person" means an individual, corporation, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.
(11)
"Property" means all property, real, personal, or mixed, tangible or intangible, or any interest therein.
(12)
"State" means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, or any territory or insular possession subject to the jurisdiction of the United States.
(13)
"Statement" means a statement of partnership authority under §
4-46-303
, a statement of denial under §
4-46-304
, a statement of dissociation under §
4-46-704
, a statement of dissolution under §
4-46-805
, a statement of merger under §
4-46-908
, a statement of qualification under §
4-46-1001
, a statement of foreign qualification under §
4-46-1102
, or an amendment or cancellation of any of the foregoing.
(14)
"Transfer" includes an assignment, conveyance, lease, mortgage, deed, and encumbrance.
Acts 1999, No. 1518, § 101; 2009, No. 408, § 10.
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 46 - UNIFORM PARTNERSHIP ACT (1996) › Subchapter 1 - GENERAL PROVISIONS (§§ 4-46-101 — 4-46-107) › Section 4-46-102 - Knowledge and notice

(a)
A person knows a fact if the person has actual knowledge of it.
(b)
A person has notice of a fact if the person:
(1)
knows of it;
(2)
has received a notification of it; or
(3)
has reason to know it exists from all of the facts known to the person at the time in question.
(c)
A person notifies or gives a notification to another by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person learns of it.
(d)
A person receives a notification when the notification:
(1)
comes to the person's attention; or
(2)
is duly delivered at the person's place of business or at any other place held out by the person as a place for receiving communications.
(e)
Except as otherwise provided in subsection (f) of this section, a person other than an individual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to the individual's attention if the person had exercised reasonable diligence. The person exercises reasonable diligence if it maintains reasonable routines for communicating significant information to the individual conducting the transaction and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.
(f)
A partner's knowledge, notice, or receipt of a notification of a fact relating to the partnership is effective immediately as knowledge by, notice to, or receipt of a notification by the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.
Acts 1999, No. 1518, § 102.
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 46 - UNIFORM PARTNERSHIP ACT (1996) › Subchapter 1 - GENERAL PROVISIONS (§§ 4-46-101 — 4-46-107) › Section 4-46-103 - Effect of partnership agreement - Nonwaivable provisions

(a)
Except as otherwise provided in subsection (b) of this section, relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership.
(b)
The partnership agreement may not:
(1)
vary the rights and duties under §
4-46-105
except to eliminate the duty to provide copies of statements to all of the partners;
(2)
unreasonably restrict the right of access to books and records under §
4-46-403(b)
;
(3)
eliminate the duty of loyalty under §
4-46-404(b)
or §
4-46-603(b)(3)
, but:
(i)
the partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; or
(ii)
all of the partners or a number or percentage specified in the partnership agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;
(4)
unreasonably reduce the duty of care under §
4-46-404(c)
or §
4-46-603(b)(3)
;
(5)
eliminate the obligation of good faith and fair dealing under §
4-46-404(d)
, but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;
(6)
vary the power to dissociate as a partner under §
4-46-602(a)
, except to require the notice under §
4-46-601(1)
to be in writing;
(7)
vary the right of a court to expel a partner in the events specified in §
4-46-601(5)
;
(8)
vary the requirement to wind up the partnership business in cases specified in §
4-46-801(4), (5), or (6)
;
(9)
vary the law applicable to a limited liability partnership under §
4-46-106(b)
; or
(10)
restrict rights of third parties under this chapter.
Acts 1999, No. 1518, § 103.
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 46 - UNIFORM PARTNERSHIP ACT (1996) › Subchapter 1 - GENERAL PROVISIONS (§§ 4-46-101 — 4-46-107) › Section 4-46-104 - Supplemental principles of law

(a)
Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
(b)
If an obligation to pay interest arises under this chapter and the rate is not specified, the rate shall be six percent (6%).
Acts 1999, No. 1518, § 104.
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 46 - UNIFORM PARTNERSHIP ACT (1996) › Subchapter 1 - GENERAL PROVISIONS (§§ 4-46-101 — 4-46-107) › Section 4-46-105 - Execution, filing, and recording of statements

(a)
A statement may be filed in the office of the Secretary of State. A certified copy of a statement that is filed in an office in another State may be filed in the office of the Secretary of State. Either filing has the effect provided in this chapter with respect to partnership property located in or transactions that occur in this State.
(b)
A certified copy of a statement that has been filed in the office of the Secretary of State and recorded in the office for recording transfers of real property has the effect provided for recorded statements in this chapter. A recorded statement that is not a certified copy of a statement filed in the office of the Secretary of State does not have the effect provided for recorded statements in this chapter.
(c)
A statement filed by a partnership must be executed by at least two partners. Other statements must be executed by a partner or other person authorized by this chapter. An individual who executes a statement as, or on behalf of, a partner or other person named as a partner in a statement shall personally declare under penalty of perjury that the contents of the statement are accurate.
(d)
A person authorized by this chapter to file a statement may amend or cancel the statement by filing an amendment or cancellation that names the partnership, identifies the statement, and states the substance of the amendment or cancellation.
(e)
A person who files a statement pursuant to this section shall promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person does not limit the effectiveness of the statement as to a person not a partner.
(f)
The Secretary of State shall collect a fee for filing or providing a certified copy of a statement. The officer responsible for recording transfers of real property may collect a fee for recording a statement.
Acts 1999, No. 1518, § 105.
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 46 - UNIFORM PARTNERSHIP ACT (1996) › Subchapter 1 - GENERAL PROVISIONS (§§ 4-46-101 — 4-46-107) › Section 4-46-106 - Governing law

(a)
Except as otherwise provided in subsection (b) of this section, the law of the jurisdiction in which a partnership has its chief executive office governs relations among the partners and between the partners and the partnership.
(b)
The law of this State governs relations among the partners and between the partners and the partnership and the liability of partners for an obligation of a limited liability partnership.
Acts 1999, No. 1518, § 106.
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 46 - UNIFORM PARTNERSHIP ACT (1996) › Subchapter 1 - GENERAL PROVISIONS (§§ 4-46-101 — 4-46-107) › Section 4-46-107 - Partnership subject to amendment or repeal of chapter

A partnership governed by this chapter is subject to any amendment to or repeal of this chapter.
Acts 1999, No. 1518, § 107.
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 46 - UNIFORM PARTNERSHIP ACT (1996) › Subchapter 2 - NATURE OF PARTNERSHIP (§§ 4-46-201 — 4-46-204) › Section 4-46-201 - Partnership as entity

(a)
A partnership is an entity distinct from its partners.
(b)
A limited liability partnership continues to be the same entity that existed before the filing of a statement of qualification under §
4-46-1001
.
Acts 1999, No. 1518, § 201.
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 46 - UNIFORM PARTNERSHIP ACT (1996) › Subchapter 2 - NATURE OF PARTNERSHIP (§§ 4-46-201 — 4-46-204) › Section 4-46-202 - Formation of partnership

(a)
Except as otherwise provided in subsection (b) of this section, the association of two or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership.
(b)
An association formed under a statute other than this chapter, a predecessor statute, or a comparable statute of another jurisdiction is not a partnership under this chapter.
(c)
In determining whether a partnership is formed, the following rules apply:
(1)
Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not by itself establish a partnership, even if the co-owners share profits made by the use of the property.
(2)
The sharing of gross returns does not by itself establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived.
(3)
A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment:
(i)
of a debt by installments or otherwise;
(ii)
for services as an independent contractor or of wages or other compensation to an employee;
(iii)
of rent;
(iv)
of an annuity or other retirement or health benefit to a beneficiary, representative, or designee of a deceased or retired partner;
(v)
of interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral, or rights to income, proceeds, or increase in value derived from the collateral; or
(vi)
for the sale of the goodwill of a business or other property by installments or otherwise.
Acts 1999, No. 1518, § 202.
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 46 - UNIFORM PARTNERSHIP ACT (1996) › Subchapter 2 - NATURE OF PARTNERSHIP (§§ 4-46-201 — 4-46-204) › Section 4-46-203 - Partnership property

Property acquired by a partnership is property of the partnership and not of the partners individually.
Acts 1999, No. 1518, § 203.
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 46 - UNIFORM PARTNERSHIP ACT (1996) › Subchapter 2 - NATURE OF PARTNERSHIP (§§ 4-46-201 — 4-46-204) › Section 4-46-204 - When property is partnership property

(a)
Property is partnership property if acquired in the name of:
(1)
the partnership; or
(2)
one or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership but without an indication of the name of the partnership.
(b)
Property is acquired in the name of the partnership by a transfer to:
(1)
the partnership in its name; or
(2)
one or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property.
(c)
Property is presumed to be partnership property if purchased with partnership assets, even if not acquired in the name of the partnership or of one or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership.
(d)
Property acquired in the name of one or more of the partners, without an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership and without use of partnership assets, is presumed to be separate property, even if used for partnership purposes.
Acts 1999, No. 1518, § 204.
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 46 - UNIFORM PARTNERSHIP ACT (1996) › Subchapter 3 - RELATIONS OF PARTNERS TO PERSONS DEALING WITH PARTNERSHIP (§§ 4-46-301 — 4-46-308) › Section 4-46-301 - Partner agent of partnership

Subject to the effect of a statement of partnership authority under §
4-46-303
:
(1)
Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership, unless the partner had no authority to act for the partnership in the particular matter and the person with whom the partner was dealing knew or had received a notification that the partner lacked authority.
(2)
An act of a partner which is not apparently for carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership only if the act was authorized by the other partners.
Acts 1999, No. 1518, § 301.
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 46 - UNIFORM PARTNERSHIP ACT (1996) › Subchapter 3 - RELATIONS OF PARTNERS TO PERSONS DEALING WITH PARTNERSHIP (§§ 4-46-301 — 4-46-308) › Section 4-46-302 - Transfer of partnership property

(a)
Partnership property may be transferred as follows:
(1)
Subject to the effect of a statement of partnership authority under §
4-46-303
, partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name.
(2)
Partnership property held in the name of one or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.
(3)
Partnership property held in the name of one or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.
(b)
A partnership may recover partnership property from a transferee only if it proves that execution of the instrument of initial transfer did not bind the partnership under §
4-46-301
and:
(1)
as to a subsequent transferee who gave value for property transferred under subdivision (a)(1) and (2) of this section, proves that the subsequent transferee knew or had received a notification that the person who executed the instrument of initial transfer lacked authority to bind the partnership; or
(2)
as to a transferee who gave value for property transferred under subdivision (a)(3) of this section, proves that the transferee knew or had received a notification that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership.
(c)
A partnership may not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property, under subsection (b) of this section, from any earlier transferee of the property.
(d)
If a person holds all of the partners' interests in the partnership, all of the partnership property vests in that person. The person may execute a document in the name of the partnership to evidence vesting of the property in that person and may file or record the document.
Acts 1999, No. 1518, § 302.
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 46 - UNIFORM PARTNERSHIP ACT (1996) › Subchapter 3 - RELATIONS OF PARTNERS TO PERSONS DEALING WITH PARTNERSHIP (§§ 4-46-301 — 4-46-308) › Section 4-46-304 - Statement of denial

A partner or other person named as a partner in a filed statement of partnership authority or in a list maintained by an agent pursuant to §
4-46-303(b)
may file a statement of denial stating:
(1)
The name of the partnership;
(2)
The name of the person filing the denial; and
(3)
The fact that is being denied which may include denial of a person's authority or status as a partner. A statement of denial is a limitation on authority as provided in §
4-46-303(d) and (e)
.
Acts 1999, No. 1518, § 304.
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 46 - UNIFORM PARTNERSHIP ACT (1996) › Subchapter 3 - RELATIONS OF PARTNERS TO PERSONS DEALING WITH PARTNERSHIP (§§ 4-46-301 — 4-46-308) › Section 4-46-305 - Partnership liable for partner's actionable conduct

(a)
A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a partner acting in the ordinary course of business of the partnership or with authority of the partnership.
(b)
If, in the course of the partnership's business or while acting with authority of the partnership, a partner receives or causes the partnership to receive money or property of a person not a partner, and the money or property is misapplied by a partner, the partnership is liable for the loss.
Acts 1999, No. 1518, § 305.
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 46 - UNIFORM PARTNERSHIP ACT (1996) › Subchapter 3 - RELATIONS OF PARTNERS TO PERSONS DEALING WITH PARTNERSHIP (§§ 4-46-301 — 4-46-308) › Section 4-46-306 - Partner's liability

(a)
Except as otherwise provided in subsections (b) and (c) of this section, all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law.
(b)
A person admitted as a partner into an existing partnership is not personally liable for any partnership obligation incurred before the person's admission as a partner.
(c)
An obligation of a partnership incurred while the partnership is a limited liability partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the partnership. A partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such a partnership obligation solely by reason of being or so acting as a partner. This subsection applies notwithstanding anything inconsistent in the partnership agreement that existed immediately before the vote required to become a limited liability partnership under §
4-46-1001(b)
.
Acts 1999, No. 1518, § 306.
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 46 - UNIFORM PARTNERSHIP ACT (1996) › Subchapter 3 - RELATIONS OF PARTNERS TO PERSONS DEALING WITH PARTNERSHIP (§§ 4-46-301 — 4-46-308) › Section 4-46-307 - Actions by and against partnership and partners

(a)
A partnership may sue and be sued in the name of the partnership.
(b)
An action may be brought against the partnership and, to the extent not inconsistent with §
4-46-306
, any or all of the partners in the same action or in separate actions.
(c)
A judgment against a partnership is not by itself a judgment against a partner. A judgment against a partnership may not be satisfied from a partner's assets unless there is also a judgment against the partner.
(d)
A judgment creditor of a partner may not levy execution against the assets of the partner to satisfy a judgment based on a claim against the partnership unless the partner is personally liable for the claim under §
4-46-306
and:
(1)
a judgment based on the same claim has been obtained against the partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;
(2)
the partnership is a debtor in bankruptcy;
(3)
the partner has agreed that the creditor need not exhaust partnership assets;
(4)
a court grants permission to the judgment creditor to levy execution against the assets of a partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court's equitable powers; or
(5)
liability is imposed on the partner by law or contract independent of the existence of the partnership.
(e)
This section applies to any partnership liability or obligation resulting from a representation by a partner or purported partner under §
4-46-308
.
Acts 1999, No. 1518, § 307.
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 46 - UNIFORM PARTNERSHIP ACT (1996) › Subchapter 3 - RELATIONS OF PARTNERS TO PERSONS DEALING WITH PARTNERSHIP (§§ 4-46-301 — 4-46-308) › Section 4-46-308 - Liability of purported partner

(a)
If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons not partners, the purported partner is liable to a person to whom the representation is made, if that person, relying on the representation, enters into a transaction with the actual or purported partnership. If the representation, either by the purported partner or by a person with the purported partner's consent, is made in a public manner, the purported partner is liable to a person who relies upon the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If partnership liability results, the purported partner is liable with respect to that liability as if the purported partner were a partner. If no partnership liability results, the purported partner is liable with respect to that liability jointly and severally with any other person consenting to the representation.
(b)
If a person is thus represented to be a partner in an existing partnership, or with one or more persons not partners, the purported partner is an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner, with respect to persons who enter into transactions in reliance upon the representation. If all of the partners of the existing partnership consent to the representation, a partnership act or obligation results. If fewer than all of the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation are jointly and severally liable.
(c)
A person is not liable as a partner merely because the person is named by another in a statement of partnership authority.
(d)
A person does not continue to be liable as a partner merely because of a failure to file a statement of dissociation or to amend a statement of partnership authority to indicate the partner's dissociation from the partnership.
(e)
Except as otherwise provided in subsections (a) and (b) of this section, persons who are not partners as to each other are not liable as partners to other persons.
Acts 1999, No. 1518, § 308.
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 46 - UNIFORM PARTNERSHIP ACT (1996) › Subchapter 4 - RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP (§§ 4-46-401 — 4-46-406) › Section 4-46-401 - Partner's rights and duties

(a)
Each partner is deemed to have an account that is:
(1)
credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner's share of the partnership profits; and
(2)
charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner and the partner's share of the partnership losses.
(b)
Each partner is entitled to an equal share of the partnership profits and is chargeable with a share of the partnership losses in proportion to the partner's share of the profits.
(c)
A partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property.
(d)
A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute.
(e)
A payment or advance made by a partner which gives rise to a partnership obligation under subsection (c) or (d) of this section constitutes a loan to the partnership which accrues interest from the date of the payment or advance.
(f)
Each partner has equal rights in the management and conduct of the partnership business.
(g)
A partner may use or possess partnership property only on behalf of the partnership.
(h)
A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business of the partnership.
(i)
A person may become a partner only with the consent of all of the partners.
(j)
A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all of the partners.
(k)
This section does not affect the obligations of a partnership to other persons under §
4-46-301
.
Acts 1999, No. 1518, § 401.
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 46 - UNIFORM PARTNERSHIP ACT (1996) › Subchapter 4 - RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP (§§ 4-46-401 — 4-46-406) › Section 4-46-402 - Distributions in kind

A partner has no right to receive, and may not be required to accept, a distribution in kind.
Acts 1999, No. 1518, § 402.
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 46 - UNIFORM PARTNERSHIP ACT (1996) › Subchapter 4 - RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP (§§ 4-46-401 — 4-46-406) › Section 4-46-403 - Partner's rights and duties with respect to information

(a)
A partnership shall keep its books and records, if any, at its chief executive office.
(b)
A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. A partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished.
(c)
Each partner and the partnership shall furnish to a partner, and to the legal representative of a deceased partner or partner under legal disability:
(1)
without demand, any information concerning the partnership's business and affairs reasonably required for the proper exercise of the partner's rights and duties under the partnership agreement or this chapter; and
(2)
on demand, any other information concerning the partnership's business and affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.
Acts 1999, No. 1518, § 403.
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 46 - UNIFORM PARTNERSHIP ACT (1996) › Subchapter 4 - RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP (§§ 4-46-401 — 4-46-406) › Section 4-46-404 - General standards of partner's conduct

(a)
The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in subsections (b) and (c) of this section.
(b)
A partner's duty of loyalty to the partnership and the other partners is limited to the following:
(1)
to account to the partnership and hold as trustee for it any property, profit, or benefit derived by the partner in the conduct and winding up of the partnership business or derived from a use by the partner of partnership property, including the appropriation of a partnership opportunity;
(2)
to refrain from dealing with the partnership in the conduct or winding up of the partnership business as or on behalf of a party having an interest adverse to the partnership; and
(3)
to refrain from competing with the partnership in the conduct of the partnership business before the dissolution of the partnership.
(c)
A partner's duty of care to the partnership and the other partners in the conduct and winding up of the partnership business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.
(d)
A 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 partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the partner's conduct furthers the partner's own interest.
(f)
A partner may lend money to and transact other business with the partnership, and as to each loan or transaction the rights and obligations of the partner are the same as those of a person who is not a partner, subject to other applicable law.
(g)
This section applies to a person winding up the partnership business as the personal or legal representative of the last surviving partner as if the person were a partner.
Acts 1999, No. 1518, § 404.
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 46 - UNIFORM PARTNERSHIP ACT (1996) › Subchapter 4 - RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP (§§ 4-46-401 — 4-46-406) › Section 4-46-405 - Actions by partnership and partners

(a)
A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership.
(b)
A partner may maintain an action against the partnership or another partner for legal or equitable relief, with or without an accounting as to partnership business, to:
(1)
enforce the partner's rights under the partnership agreement;
(2)
enforce the partner's rights under this chapter, including:
(i)
the partner's rights under §
4-46-401
, §
4-46-403
, or §
4-46-404
;
(ii)
the partner's right on dissociation to have the partner's interest in the partnership purchased pursuant to §
4-46-701
or enforce any other right under §
4-46-601
et seq. or §
4-46-701
et seq.; or
(iii)
the partner's right to compel a dissolution and winding up of the partnership business under §
4-46-801
or enforce any other right under §
4-46-801
et seq.; or
(3)
enforce the rights and otherwise protect the interests of the partner, including rights and interests arising independently of the partnership relationship.
(c)
The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.
Acts 1999, No. 1518, § 405.
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 46 - UNIFORM PARTNERSHIP ACT (1996) › Subchapter 4 - RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP (§§ 4-46-401 — 4-46-406) › Section 4-46-406 - Continuation of partnership beyond definite term or particular undertaking

(a)
If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will.
(b)
If the partners, or those of them who habitually acted in the business during the term or undertaking, continue the business without any settlement or liquidation of the partnership, they are presumed to have agreed that the partnership will continue.
Acts 1999, No. 1518, § 406.
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 46 - UNIFORM PARTNERSHIP ACT (1996) › Subchapter 5 - TRANSFEREES AND CREDITORS OF PARTNER (§§ 4-46-501 — 4-46-504) › Section 4-46-501 - Partner not co-owner of partnership property

A partner is not a co-owner of partnership property and has no interest in partnership property which can be transferred, either voluntarily or involuntarily.
Acts 1999, No. 1518, § 501.
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 46 - UNIFORM PARTNERSHIP ACT (1996) › Subchapter 5 - TRANSFEREES AND CREDITORS OF PARTNER (§§ 4-46-501 — 4-46-504) › Section 4-46-502 - Partner's transferable interest in partnership

The only transferable interest of a partner in the partnership is the partner's share of the profits and losses of the partnership and the partner's right to receive distributions. The interest is personal property.
Acts 1999, No. 1518, § 502.
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 46 - UNIFORM PARTNERSHIP ACT (1996) › Subchapter 5 - TRANSFEREES AND CREDITORS OF PARTNER (§§ 4-46-501 — 4-46-504) › Section 4-46-503 - Transfer of partner's transferable interest

(a)
A transfer, in whole or in part, of a partner's transferable interest in the partnership:
(1)
is permissible;
(2)
does not by itself cause the partner's dissociation or a dissolution and winding up of the partnership business; and
(3)
does not, as against the other partners or the partnership, entitle the transferee, during the continuance of the partnership, to participate in the management or conduct of the partnership business, to require access to information concerning partnership transactions, or to inspect or copy the partnership books or records.
(b)
A transferee of a partner's transferable interest in the partnership has a right:
(1)
to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled;
(2)
to receive upon the dissolution and winding up of the partnership business, in accordance with the transfer, the net amount otherwise distributable to the transferor; and
(3)
to seek under §
4-46-801(6)
a judicial determination that it is equitable to wind up the partnership business.
(c)
In a dissolution and winding up, a transferee is entitled to an account of partnership transactions only from the date of the latest account agreed to by all of the partners.
(d)
Upon transfer, the transferor retains the rights and duties of a partner other than the interest in distributions transferred.
(e)
A partnership need not give effect to a transferee's rights under this section until it has notice of the transfer.
(f)
A transfer of a partner's transferable interest in the 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.
Acts 1999, No. 1518, § 503.
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 46 - UNIFORM PARTNERSHIP ACT (1996) › Subchapter 5 - TRANSFEREES AND CREDITORS OF PARTNER (§§ 4-46-501 — 4-46-504) › Section 4-46-504 - Partner's transferable interest subject to charging order

(a)
On application by a judgment creditor of a partner or of a partner's transferee, a court having jurisdiction may charge the transferable interest of the judgment debtor to satisfy the judgment. 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.
(b)
A charging order constitutes a lien on the judgment debtor's transferable interest in the partnership. The court may order a foreclosure of 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 partnership property, by one or more of the other partners; or
(3)
with partnership property, by one or more of the other partners with the consent of all of the partners whose interests are not so charged.
(d)
This chapter does not deprive a partner of a right under exemption laws with respect to the partner's interest in the partnership.
(e)
This section provides the exclusive remedy by which a judgment creditor of a partner or partner's transferee may satisfy a judgment out of the judgment debtor's transferable interest in the partnership.
Acts 1999, No. 1518, § 504.
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 46 - UNIFORM PARTNERSHIP ACT (1996) › Subchapter 6 - PARTNER'S DISSOCIATION (§§ 4-46-601 — 4-46-603) › Section 4-46-602 - Partner's power to dissociate - Wrongful dissociation

(a)
A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to §
4-46-601(1)
.
(b)
A partner's dissociation is wrongful only if:
(1)
it is in breach of an express provision of the partnership agreement; or
(2)
in the case of a partnership for a definite term or particular undertaking, before the expiration of the term or the completion of the undertaking:
(i)
the partner withdraws by express will, unless the withdrawal follows within 90 days after another partner's dissociation by death or otherwise under §
4-46-601(6)
-(10) or wrongful dissociation under this subsection;
(ii)
the partner is expelled by judicial determination under §
4-46-601(5)
;
(iii)
the partner is dissociated by becoming a debtor in bankruptcy; or
(iv)
in the case of a partner who is not an individual, trust other than a business trust, or estate, the partner is expelled or otherwise dissociated because it willfully dissolved or terminated.
(c)
A partner who wrongfully dissociates is liable to the partnership and to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the partner to the partnership or to the other partners.
Acts 1999, No. 1518, § 602.
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 46 - UNIFORM PARTNERSHIP ACT (1996) › Subchapter 6 - PARTNER'S DISSOCIATION (§§ 4-46-601 — 4-46-603) › Section 4-46-603 - Effect of partner's dissociation

(a)
If a partner's dissociation results in a dissolution and winding up of the partnership business, §
4-46-801
et seq. applies; otherwise, §
4-46-701
et seq. applies.
(b)
Upon a partner's dissociation:
(1)
the partner's right to participate in the management and conduct of the partnership business terminates, except as otherwise provided in §
4-46-803
;
(2)
the partner's duty of loyalty under §
4-46-404(b)(3)
terminates; and
(3)
the partner's duty of loyalty under §
4-46-404(b)(1) and (2)
and duty of care under §
4-46-404(c)
continue only with regard to matters arising and events occurring before the partner's dissociation, unless the partner participates in winding up the partnership's business pursuant to §
4-46-803
.
Acts 1999, No. 1518, § 603.
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 46 - UNIFORM PARTNERSHIP ACT (1996) › Subchapter 7 - PARTNER'S DISSOCIATION WHEN BUSINESS NOT WOUND UP (§§ 4-46-701 — 4-46-705) › Section 4-46-702 - Dissociated partner's power to bind and liability to partnership

(a)
For two years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a converted or surviving organization under §
4-46-901
et seq., is bound by an act of the dissociated partner which would have bound the partnership under §
4-46-301
before dissociation only if at the time of entering into the transaction the other party:
(1)
reasonably believed that the dissociated partner was then a partner;
(2)
did not have notice of the partner's dissociation; and
(3)
is not deemed to have had knowledge under §
4-46-303(e)
or notice under §
4-46-704(c)
.
(b)
A dissociated partner is liable to the partnership for any damage caused to the partnership arising from an obligation incurred by the dissociated partner after dissociation for which the partnership is liable under subsection (a) of this section.
Acts 1999, No. 1518, § 702; 2009, No. 408, § 11.