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 46 - UNIFORM PARTNERSHIP ACT (1996) › Subchapter 12 - MISCELLANEOUS PROVISIONS (§§ 4-46-1201 — 4-46-1207) › Section 4-46-1207 - Fees

(a)
The Secretary of State shall collect the following fees when the documents described in this chapter are delivered to him or her for filing:
(1)
Statement of partnership authority ....................................................................
$ 50.00
(2)
Amendment of statement partnership authority ..................................................
15.00
(3)
Change of agent for service...............................................................................
15.00
(4)
Cancellation of statement of partnership authority...............................................
15.00
(5)
Statement of conversion or merger....................................................................
15.00
(6)
Statement of dissolution ..................................................................................
15.00
(7)
Statement of dissociation ................................................................................
15.00
(8)
Statement of denial..........................................................................................
15.00
(9)
Statement of foreign partnership authority..........................................................
300.00
(10)
Amendment of statement of foreign partnership authority ....................................
15.00
(11)
Change of foreign partnership agent for service...................................................
No Fee
(12)
Cancellation of statement of foreign partnership authority ...................................
15.00
(13)
Any other document required or permitted to be filed by this chapter....................
15.00
(b)
(1)
The Secretary of State shall collect a fee of twenty-five dollars ($25.00) each time process is served on him or her under this chapter.
(2)
The party to a proceeding causing service of process is entitled to recover the process fee as costs if the party prevails in the proceeding.
(c)
The Secretary of State shall collect the following fees for copying and certifying the copy of any filed document relating to a domestic or foreign partnership:
(1)
Fifty cents (50¢) a page for copying; and
(2)
Five dollars ($5.00) for the certificate.
(d)
The Secretary of State shall collect the following fees when the documents described in this chapter are delivered to him or her by electronic means:
(1)
Four dollars ($4.00) for the processing fee when the filing fee is $0 to $50;
(2)
Five dollars ($5.00) for the processing fee when the filing fee is $51 to $99;
(3)
Ten dollars ($10.00) for the processing fee when the filing fee is $100 to $299; and
(4)
Twelve dollars ($12.00) for the processing fee when the filing fee is $300 or more.
Acts 1999, No. 1518, § 1207; 2007, No. 646, § 12.
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 1 - GENERAL PROVISIONS (§§ 4-47-101 — 4-47-118) › Section 4-47-101 - Short title

This chapter may be cited as the Uniform Limited Partnership Act (2001).
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 1 - GENERAL PROVISIONS (§§ 4-47-101 — 4-47-118) › Section 4-47-104 - Nature, purpose, and duration of entity

(a)
A limited partnership is an entity distinct from its partners. A limited partnership is the same entity regardless of whether its certificate states that the limited partnership is a limited liability limited partnership.
(b)
A limited partnership may be organized under this chapter for any lawful purpose.
(c)
A limited partnership has a perpetual duration.
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 1 - GENERAL PROVISIONS (§§ 4-47-101 — 4-47-118) › Section 4-47-105 - Powers

A limited partnership has the powers to do all things necessary or convenient to carry on its activities, including the power to sue, be sued, and defend in its own name and to maintain an action against a partner for harm caused to the limited partnership by a breach of the partnership agreement or violation of a duty to the partnership.
Acts 2007, No. 15, § 1.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 4 - PARTNERSHIPS (§§ 4-42-101 — 4-47-1302) › Chapter 47 - UNIFORM LIMITED PARTNERSHIP ACT (2001) › Subchapter 1 - GENERAL PROVISIONS (§§ 4-47-101 — 4-47-118) › Section 4-47-106 - Governing law

The law of this State governs relations among the partners of a limited partnership and between the partners and the limited partnership and the liability of partners as partners for an obligation of the limited partnership.
Acts 2007, No. 15, § 1.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 4 - PARTNERSHIPS (§§ 4-42-101 — 4-47-1302) › Chapter 47 - UNIFORM LIMITED PARTNERSHIP ACT (2001) › Subchapter 1 - GENERAL PROVISIONS (§§ 4-47-101 — 4-47-118) › Section 4-47-107 - Supplemental principles of law - Rate of interest

Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
Amended by Act 2013, No. 1124,§ 1, eff. 8/16/2013.
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 1 - GENERAL PROVISIONS (§§ 4-47-101 — 4-47-118) › Section 4-47-109 - Reservation of name

(a)
The exclusive right to the use of a name that complies with §
4-47-108
may be reserved by:
(1)
a person intending to organize a limited partnership under this chapter and to adopt the name;
(2)
a limited partnership or a foreign limited partnership authorized to transact business in this State intending to adopt the name;
(3)
a foreign limited partnership intending to obtain a certificate of authority to transact business in this State and adopt the name;
(4)
a person intending to organize a foreign limited partnership and intending to have it obtain a certificate of authority to transact business in this State and adopt the name;
(5)
a foreign limited partnership formed under the name; or
(6)
a foreign limited partnership formed under a name that does not comply with §
4-47-108(b) or (c)
, but the name reserved under this paragraph may differ from the foreign limited partnership's name only to the extent necessary to comply with §
4-47-108(b) and (c)
.
(b)
A person may apply to reserve a name under subsection (a) by delivering to the Secretary of State for filing an application that states the name to be reserved and the paragraph of subsection (a) which applies. If the Secretary of State finds that the name is available for use by the applicant, the Secretary of State shall file a statement of name reservation and thereby reserve the name for the exclusive use of the applicant for 120 days.
(c)
An applicant that has reserved a name pursuant to subsection (b) may reserve the same name for additional 120-day periods. A person having a current reservation for a name may not apply for another 120-day period for the same name until 90 days have elapsed in the current reservation.
(d)
A person that has reserved a name under this section may deliver to the Secretary of State for filing a notice of transfer that states the reserved name, the name and street and mailing address of some other person to which the reservation is to be transferred, and the paragraph of subsection (a) which applies to the other person. Subject to §
4-47-206(c)
, the transfer is effective when the Secretary of State files the notice of transfer.
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 1 - GENERAL PROVISIONS (§§ 4-47-101 — 4-47-118) › Section 4-47-110 - Effect of partnership agreement - Nonwaivable provisions

(a)
Except as otherwise provided in subsection (b), the partnership agreement governs relations among the partners and between the partners and the partnership. 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)
A partnership agreement may not:
(1)
vary a limited partnership's power under §
4-47-105
to sue, be sued, and defend in its own name;
(2)
vary the law applicable to a limited partnership under §
4-47-106
;
(3)
vary the requirements of §
4-47-204
;
(4)
vary the information required under §
4-47-111
or unreasonably restrict the right to information under §
4-47-304
or §
4-47-407
, but the partnership agreement may impose reasonable restrictions on the availability and use of information obtained under those sections and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use;
(5)
eliminate the duty of loyalty under §
4-47-408
, but the partnership agreement may:
(A)
identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; and
(B)
specify the number or percentage of partners which may authorize or ratify, after full disclosure to all partners of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;
(6)
unreasonably reduce the duty of care under §
4-47-408(c)
;
(7)
eliminate the obligation of good faith and fair dealing under §§
4-47-305(b)
and
4-47-408(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;
(8)
vary the power of a person to dissociate as a general partner under §
4-47-604(a)
except to require that the notice under §
4-47-603(1)
be in a record;
(9)
vary the power of a court to decree dissolution in the circumstances specified in §
4-47-802
;
(10)
vary the requirement to wind up the partnership's business as specified in §
4-47-803
;
(11)
unreasonably restrict the right to maintain an action under subchapter 10;
(12)
restrict the right of a partner under §
4-47-1110(a)
to approve a conversion or merger or the right of a general partner under §
4-47-1110(b)
to consent to an amendment to the certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership; or
(13)
restrict rights under this chapter of a person other than a partner or a transferee.
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 1 - GENERAL PROVISIONS (§§ 4-47-101 — 4-47-118) › Section 4-47-111 - Required information

A limited partnership shall maintain at its designated office the following information:
(1)
a current list showing the full name and last known street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited partners, in alphabetical order;
(2)
a copy of the initial certificate of limited partnership and all amendments to and restatements of the certificate, together with signed copies of any powers of attorney under which any certificate, amendment, or restatement has been signed;
(3)
a copy of any filed articles of conversion or merger;
(4)
a copy of the limited partnership's federal, state, and local income tax returns and reports, if any, for the three most recent years;
(5)
a copy of any partnership agreement made in a record and any amendment made in a record to any partnership agreement;
(6)
a copy of any financial statement of the limited partnership for the three most recent years;
(7)
a copy of the three most recent annual reports delivered by the limited partnership to the Secretary of State pursuant to §
4-47-210
;
(8)
a copy of any record made by the limited partnership during the past three years of any consent given by or vote taken of any partner pursuant to this chapter or the partnership agreement; and
(9)
unless contained in a partnership agreement made in a record, a record stating:
(A)
the amount of cash, and a description and statement of the agreed value of the other benefits, contributed and agreed to be contributed by each partner;
(B)
the times at which, or events on the happening of which, any additional contributions agreed to be made by each partner are to be made;
(C)
for any person that is both a general partner and a limited partner, a specification of what transferable interest the person owns in each capacity; and
(D)
any events upon the happening of which the limited partnership is to be dissolved and its activities wound up.
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 1 - GENERAL PROVISIONS (§§ 4-47-101 — 4-47-118) › Section 4-47-112 - Business transactions of partner with partnership

A partner may lend money to and transact other business with the limited partnership and has the same rights and obligations with respect to the loan or other transaction as a person that is not 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 1 - GENERAL PROVISIONS (§§ 4-47-101 — 4-47-118) › Section 4-47-113 - Dual capacity

A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights, powers, duties, and obligations provided by this chapter and the partnership agreement in each of those capacities. When the person acts as a general partner, the person is subject to the obligations, duties and restrictions under this chapter and the partnership agreement for general partners. When the person acts as a limited partner, the person is subject to the obligations, duties and restrictions under this chapter and the partnership agreement for limited 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 1 - GENERAL PROVISIONS (§§ 4-47-101 — 4-47-118) › Section 4-47-114 - Office and agent for service of process

(a)
A limited partnership shall designate and continuously maintain in this State:
(1)
an office, which need not be a place of its activity in this State; and
(2)
an agent for service of process.
(b)
A foreign limited partnership shall designate and continuously maintain in this State an agent for service of process.
(c)
The Model Registered Agents Act, §
4-20-101
et seq.:
(1)
Governs the appointment, authority, powers, duties, termination of appointment, and all other provisions concerning an agent for service of process of a limited partnership or foreign limited partnership; and
(2)
May be used to obtain service of process upon a limited partnership or foreign limited partnership.
Acts 2009, No. 814, § 8.
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 1 - GENERAL PROVISIONS (§§ 4-47-101 — 4-47-118) › Section 4-47-115 - Change of designated office

(a)
In order to change its designated office, a limited partnership or a foreign limited partnership may deliver to the Secretary of State for filing a statement of change containing:
(1)
the name of the limited partnership or foreign limited partnership;
(2)
the street and mailing address of its current designated office; and
(3)
if the current designated office is to be changed, the street and mailing address of the new designated office.
(4)
[Reserved.]
(5)
[Reserved.]
(b)
Subject to §
4-47-206(c)
, a statement of change is effective when filed by the Secretary of State.
Acts 2009, No. 814, § 8.
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 1 - GENERAL PROVISIONS (§§ 4-47-101 — 4-47-118) › Section 4-47-118 - Consent and proxies of partners

Action requiring the consent of partners under this chapter may be taken without a meeting, and a partner may appoint a proxy to consent or otherwise act for the partner by signing an appointment record, either personally or by the partner's attorney in fact.
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 2 - FORMATION - CERTIFICATE OF LIMITED PARTNERSHIP AND OTHER FILINGS (§§ 4-47-201 — 4-47-210) › Section 4-47-201 - Formation of limited partnership - Certificate of limited partnership

(a)
In order for a limited partnership to be formed, a certificate of limited partnership must be delivered to the Secretary of State for filing. The certificate must state:
(1)
the name of the limited partnership, which must comply with §
4-47-108
;
(2)
the street and mailing address of the initial designated office and the information concerning the limited partnership's agent for service of process required by §
4-20-105(a)
;
(3)
the name and the street and mailing address of each general partner;
(4)
whether the limited partnership is a limited liability limited partnership; and
(5)
any additional information required by subchapter 11.
(b)
A certificate of limited partnership may also contain any other matters but may not vary or otherwise affect the provisions specified in §
4-47-110(b)
in a manner inconsistent with that section.
(c)
If there has been substantial compliance with subsection (a), subject to §
4-47-206(c)
a limited partnership is formed when the Secretary of State files the certificate of limited partnership.
(d)
Subject to subsection (b), if any provision of a partnership agreement is inconsistent with the filed certificate of limited partnership or with a filed statement of dissociation, termination, or change or filed articles of conversion or merger:
(1)
the partnership agreement prevails as to partners and transferees; and
(2)
the filed certificate of limited partnership, statement of dissociation, termination, or change or articles of conversion or merger prevail as to persons, other than partners and transferees, that reasonably rely on the filed record to their detriment.
Acts 2007, No. 15, § 1; 2007, No. 638, § 58; 2009, No. 814, § 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 47 - UNIFORM LIMITED PARTNERSHIP ACT (2001) › Subchapter 2 - FORMATION - CERTIFICATE OF LIMITED PARTNERSHIP AND OTHER FILINGS (§§ 4-47-201 — 4-47-210) › Section 4-47-202 - Amendment or restatement of certificate

(a)
In order to amend its certificate of limited partnership, a limited partnership must deliver to the Secretary of State for filing an amendment or, pursuant to subchapter 11, articles of merger stating:
(1)
the name of the limited partnership;
(2)
the date of filing of its initial certificate; and
(3)
the changes the amendment makes to the certificate as most recently amended or restated.
(b)
A limited partnership shall promptly deliver to the Secretary of State for filing an amendment to a certificate of limited partnership to reflect:
(1)
the admission of a new general partner;
(2)
the dissociation of a person as a general partner; or
(3)
the appointment of a person to wind up the limited partnership's activities under §
4-47-803(c) or (d)
.
(c)
A general partner that knows that any information in a filed certificate of limited partnership was false when the certificate was filed or has become false due to changed circumstances shall promptly:
(1)
cause the certificate to be amended; or
(2)
if appropriate, deliver to the Secretary of State for filing a statement of correction pursuant to §
4-47-207
or §
4-20-108
.
(d)
A certificate of limited partnership may be amended at any time for any other proper purpose as determined by the limited partnership.
(e)
A restated certificate of limited partnership may be delivered to the Secretary of State for filing in the same manner as an amendment.
(f)
Subject to §
4-47-206(c)
, an amendment or restated certificate is effective when filed by the Secretary of State.
Acts 2007, No. 15, § 1; 2007, No. 638, § 59.
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 2 - FORMATION - CERTIFICATE OF LIMITED PARTNERSHIP AND OTHER FILINGS (§§ 4-47-201 — 4-47-210) › Section 4-47-203 - Statement of termination

A dissolved limited partnership that has completed winding up may deliver to the Secretary of State for filing a statement of termination that states:
(1)
the name of the limited partnership;
(2)
the date of filing of its initial certificate of limited partnership; and
(3)
any other information as determined by the general partners filing the statement or by a person appointed pursuant to §
4-47-803(c) or (d)
.
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 2 - FORMATION - CERTIFICATE OF LIMITED PARTNERSHIP AND OTHER FILINGS (§§ 4-47-201 — 4-47-210) › Section 4-47-205 - Signing and filing pursuant to judicial order

(a)
If a person required by this chapter to sign a record or deliver a record to the Secretary of State for filing does not do so, any other person that is aggrieved may petition the circuit court to order:
(1)
the person to sign the record;
(2)
deliver the record to the Secretary of State for filing; or
(3)
the Secretary of State to file the record unsigned.
(b)
If the person aggrieved under subsection (a) is not the limited partnership or foreign limited partnership to which the record pertains, the aggrieved person shall make the limited partnership or foreign limited partnership a party to the action. A person aggrieved under subsection (a) may seek the remedies provided in subsection (a) in the same action in combination or in the alternative.
(c)
A record filed unsigned pursuant to this section is effective without being signed.
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 2 - FORMATION - CERTIFICATE OF LIMITED PARTNERSHIP AND OTHER FILINGS (§§ 4-47-201 — 4-47-210) › Section 4-47-206 - Delivery to and filing of records by Secretary of State - Effective time and date

(a)
A record authorized or required to be delivered to the Secretary of State for filing under this chapter must be captioned to describe the record's purpose, be in a medium permitted by the Secretary of State, and be delivered to the Secretary of State. Unless the Secretary of State determines that a record does not comply with the filing requirements of this chapter, and if all filing fees have been paid, the Secretary of State shall file the record and:
(1)
for a statement of dissociation, send:
(A)
a copy of the filed statement and a receipt for the fees to the person which the statement indicates has dissociated as a general partner; and
(B)
a copy of the filed statement and receipt to the limited partnership;
(2)
for a statement of withdrawal, send:
(A)
a copy of the filed statement and a receipt for the fees to the person on whose behalf the record was filed; and
(B)
if the statement refers to an existing limited partnership, a copy of the filed statement and receipt to the limited partnership; and
(3)
for all other records, send a copy of the filed record and a receipt for the fees to the person on whose behalf the record was filed.
(b)
Upon request and payment of a fee, the Secretary of State shall send to the requester a certified copy of the requested record.
(c)
Except as otherwise provided in §
4-47-207
, a record delivered to the Secretary of State for filing under this chapter may specify an effective time and a delayed effective date. Except as otherwise provided in this chapter, a record filed by the Secretary of State is effective:
(1)
if the record does not specify an effective time and does not specify a delayed effective date, on the date and at the time the record is filed as evidenced by the Secretary of State's endorsement of the date and time on the record;
(2)
if the record specifies an effective time but not a delayed effective date, on the date the record is filed at the time specified in the record;
(3)
if the record specifies a delayed effective date but not an effective time, at 12:01 a.m. on the earlier of:
(A)
the specified date; or
(B)
the 90th day after the record is filed; or
(4)
if the record specifies an effective time and a delayed effective date, at the specified time on the earlier of:
(A)
the specified date; or
(B)
the 90th day after the record is filed.
Acts 2007, No. 15, § 1; 2007, No. 638, § 60.
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 2 - FORMATION - CERTIFICATE OF LIMITED PARTNERSHIP AND OTHER FILINGS (§§ 4-47-201 — 4-47-210) › Section 4-47-207 - Correcting filed record

(a)
A limited partnership or foreign limited partnership may deliver to the Secretary of State for filing a statement of correction to correct a record previously delivered by the limited partnership or foreign limited partnership to the Secretary of State and filed by the Secretary of State, if at the time of filing the record contained false or erroneous information or was defectively signed.
(b)
A statement of correction may not state a delayed effective date and must:
(1)
describe the record to be corrected, including its filing date, or attach a copy of the record as filed;
(2)
specify the incorrect information and the reason it is incorrect or the manner in which the signing was defective; and
(3)
correct the incorrect information or defective signature.
(c)
When filed by the Secretary of State, a statement of correction is effective retroactively as of the effective date of the record the statement corrects, but the statement is effective when filed:
(1)
for the purposes of §
4-47-103(c) and (d)
; and
(2)
as to persons relying on the uncorrected record and adversely affected by the correction.
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 2 - FORMATION - CERTIFICATE OF LIMITED PARTNERSHIP AND OTHER FILINGS (§§ 4-47-201 — 4-47-210) › Section 4-47-208 - Liability for false information in filed record

(a)
If a record delivered to the Secretary of State for filing under this chapter and filed by the Secretary of State contains false information, a person that suffers loss by reliance on the information may recover damages for the loss from:
(1)
a person that signed the record, or caused another to sign it on the person's behalf, and knew the information to be false at the time the record was signed; and
(2)
a general partner that has notice that the information was false when the record was filed or has become false because of changed circumstances, if the general partner has notice for a reasonably sufficient time before the information is relied upon to enable the general partner to effect an amendment under §
4-47-202
, file a petition pursuant to §
4-47-205
, or deliver to the Secretary of State for filing a statement of change pursuant to §
4-20-108
or a statement of correction pursuant to §
4-47-207
.
(b)
Signing a record authorized or required to be filed under this chapter constitutes an affirmation under the penalties of perjury that the facts stated in the record are true.
Acts 2007, No. 15, § 1; 2007, No. 638, § 61.
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 2 - FORMATION - CERTIFICATE OF LIMITED PARTNERSHIP AND OTHER FILINGS (§§ 4-47-201 — 4-47-210) › Section 4-47-209 - Certificate of existence or authorization

(a)
The Secretary of State, upon request and payment of the requisite fee, shall furnish a certificate of existence for a limited partnership if the records filed in the office of the Secretary of State show that the Secretary of State has filed a certificate of limited partnership and has not filed a statement of termination. A certificate of existence must state:
(1)
the limited partnership's name;
(2)
that it was duly formed under the laws of this State and the date of formation;
(3)
whether all fees, taxes, and penalties due to the Secretary of State under this chapter or other law have been paid;
(4)
whether the limited partnership's most recent annual report required by §
4-47-210
has been filed by the Secretary of State;
(5)
whether the Secretary of State has administratively dissolved the limited partnership;
(6)
whether the limited partnership's certificate of limited partnership has been amended to state that the limited partnership is dissolved;
(7)
that a statement of termination has not been filed by the Secretary of State; and
(8)
other facts of record in the office of the Secretary of State which may be requested by the applicant.
(b)
The Secretary of State, upon request and payment of the requisite fee, shall furnish a certificate of authorization for a foreign limited partnership if the records filed in the office of the Secretary of State show that the Secretary of State has filed a certificate of authority, has not revoked the certificate of authority, and has not filed a notice of cancellation. A certificate of authorization must state:
(1)
the foreign limited partnership's name and any alternate name adopted under §
4-47-905(a)
for use in this State;
(2)
that it is authorized to transact business in this State;
(3)
whether all fees, taxes, and penalties due to the Secretary of State under this chapter or other law have been paid;
(4)
whether the foreign limited partnership's most recent annual report required by §
4-47-210
has been filed by the Secretary of State;
(5)
that the Secretary of State has not revoked its certificate of authority and has not filed a notice of cancellation; and
(6)
other facts of record in the office of the Secretary of State which may be requested by the applicant.
(c)
Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the Secretary of State may be relied upon as conclusive evidence that the limited partnership or foreign limited partnership is in existence or is authorized to transact business in this State.
Acts 2007, No. 15, § 1.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 4 - PARTNERSHIPS (§§ 4-42-101 — 4-47-1302) › Chapter 47 - UNIFORM LIMITED PARTNERSHIP ACT (2001) › Subchapter 3 - LIMITED PARTNERS (§§ 4-47-301 — 4-47-306) › Section 4-47-301 - Becoming limited partner

A person becomes a limited partner:
(1)
as provided in the partnership agreement;
(2)
as the result of a conversion or merger under subchapter 11; or
(3)
with the consent of all the partners.
Acts 2007, No. 15, § 1.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 4 - PARTNERSHIPS (§§ 4-42-101 — 4-47-1302) › Chapter 47 - UNIFORM LIMITED PARTNERSHIP ACT (2001) › Subchapter 3 - LIMITED PARTNERS (§§ 4-47-301 — 4-47-306) › Section 4-47-302 - No right or power as limited partner to bind limited partnership

A limited partner does not have the right or the power as a limited partner to act for or bind the limited partnership.
Acts 2007, No. 15, § 1.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 4 - PARTNERSHIPS (§§ 4-42-101 — 4-47-1302) › Chapter 47 - UNIFORM LIMITED PARTNERSHIP ACT (2001) › Subchapter 3 - LIMITED PARTNERS (§§ 4-47-301 — 4-47-306) › Section 4-47-303 - No liability as limited partner for limited partnership obligations

An obligation of a limited partnership, whether arising in contract, tort, or otherwise, is not the obligation of a limited partner. A limited partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for an obligation of the limited partnership solely by reason of being a limited partner, even if the limited partner participates in the management and control of the limited partnership.
Acts 2007, No. 15, § 1.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 4 - PARTNERSHIPS (§§ 4-42-101 — 4-47-1302) › Chapter 47 - UNIFORM LIMITED PARTNERSHIP ACT (2001) › Subchapter 3 - LIMITED PARTNERS (§§ 4-47-301 — 4-47-306) › Section 4-47-305 - Limited duties of limited partners

(a)
A limited partner does not have any fiduciary duty to the limited partnership or to any other partner solely by reason of being a limited partner.
(b)
A limited 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.
(c)
A limited partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the limited partner's conduct furthers the limited partner's own 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 3 - LIMITED PARTNERS (§§ 4-47-301 — 4-47-306) › Section 4-47-306 - Person erroneously believing self to be limited partner

(a)
Except as otherwise provided in subsection (b), a person that makes an investment in a business enterprise and erroneously but in good faith believes that the person has become a limited partner in the enterprise is not liable for the enterprise's obligations by reason of making the investment, receiving distributions from the enterprise, or exercising any rights of or appropriate to a limited partner, if, on ascertaining the mistake, the person:
(1)
causes an appropriate certificate of limited partnership, amendment, or statement of correction to be signed and delivered to the Secretary of State for filing; or
(2)
withdraws from future participation as an owner in the enterprise by signing and delivering to the Secretary of State for filing a statement of withdrawal under this section.
(b)
A person that makes an investment described in subsection (a) is liable to the same extent as a general partner to any third party that enters into a transaction with the enterprise, believing in good faith that the person is a general partner, before the Secretary of State files a statement of withdrawal, certificate of limited partnership, amendment, or statement of correction to show that the person is not a general partner.
(c)
If a person makes a diligent effort in good faith to comply with subsection (a)(1) and is unable to cause the appropriate certificate of limited partnership, amendment, or statement of correction to be signed and delivered to the Secretary of State for filing, the person has the right to withdraw from the enterprise pursuant to subsection (a)(2) even if the withdrawal would otherwise breach an agreement with others that are or have agreed to become co-owners of the enterprise.
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 4 - GENERAL PARTNERS (§§ 4-47-401 — 4-47-408) › Section 4-47-401 - Becoming general partner

A person becomes a general partner:
(1)
as provided in the partnership agreement;
(2)
under §
4-47-801(3)(B)
following the dissociation of a limited partnership's last general partner;
(3)
as the result of a conversion or merger under subchapter 11; or
(4)
with the consent of all the partners.
Acts 2007, No. 15, § 1.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 4 - PARTNERSHIPS (§§ 4-42-101 — 4-47-1302) › Chapter 47 - UNIFORM LIMITED PARTNERSHIP ACT (2001) › Subchapter 4 - GENERAL PARTNERS (§§ 4-47-401 — 4-47-408) › Section 4-47-402 - General partner agent of limited partnership

(a)
Each general partner is an agent of the limited partnership for the purposes of its activities. An act of a general partner, including the signing of a record in the partnership's name, for apparently carrying on in the ordinary course the limited partnership's activities or activities of the kind carried on by the limited partnership binds the limited partnership, unless the general partner did not have authority to act for the limited partnership in the particular matter and the person with which the general partner was dealing knew, had received a notification, or had notice under §
4-47-103(d)
that the general partner lacked authority.
(b)
An act of a general partner which is not apparently for carrying on in the ordinary course the limited partnership's activities or activities of the kind carried on by the limited partnership binds the limited partnership only if the act was actually authorized by all 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 4 - GENERAL PARTNERS (§§ 4-47-401 — 4-47-408) › Section 4-47-403 - Limited partnership liable for general partner's actionable conduct

(a)
A limited 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 general partner acting in the ordinary course of activities of the limited partnership or with authority of the limited partnership.
(b)
If, in the course of the limited partnership's activities or while acting with authority of the limited partnership, a general partner receives or causes the limited partnership to receive money or property of a person not a partner, and the money or property is misapplied by a general partner, the limited partnership is liable for the loss.
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 4 - GENERAL PARTNERS (§§ 4-47-401 — 4-47-408) › Section 4-47-404 - General partner's liability

(a)
Except as otherwise provided in subsections (b) and (c), all general partners are liable jointly and severally for all obligations of the limited partnership unless otherwise agreed by the claimant or provided by law.
(b)
A person that becomes a general partner of an existing limited partnership is not personally liable for an obligation of a limited partnership incurred before the person became a general partner.
(c)
An obligation of a limited partnership incurred while the limited partnership is a limited liability limited partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the limited partnership. A general partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or acting as a general partner. This subsection applies despite anything inconsistent in the partnership agreement that existed immediately before the consent required to become a limited liability limited partnership under §
4-47-406(b)(2)
.
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 4 - GENERAL PARTNERS (§§ 4-47-401 — 4-47-408) › Section 4-47-405 - Actions by and against partnership and partners

(a)
To the extent not inconsistent with §
4-47-404
, a general partner may be joined in an action against the limited partnership or named in a separate action.
(b)
A judgment against a limited partnership is not by itself a judgment against a general partner. A judgment against a limited partnership may not be satisfied from a general partner's assets unless there is also a judgment against the general partner.
(c)
A judgment creditor of a general partner may not levy execution against the assets of the general partner to satisfy a judgment based on a claim against the limited partnership, unless the partner is personally liable for the claim under §
4-47-404
and:
(1)
a judgment based on the same claim has been obtained against the limited partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;
(2)
the limited partnership is a debtor in bankruptcy;
(3)
the general partner has agreed that the creditor need not exhaust limited partnership assets;
(4)
a court grants permission to the judgment creditor to levy execution against the assets of a general partner based on a finding that limited partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of limited 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 general partner by law or contract independent of the existence of the limited partnership.
Acts 2007, No. 15, § 1.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 4 - PARTNERSHIPS (§§ 4-42-101 — 4-47-1302) › Chapter 47 - UNIFORM LIMITED PARTNERSHIP ACT (2001) › Subchapter 4 - GENERAL PARTNERS (§§ 4-47-401 — 4-47-408) › Section 4-47-406 - Management rights of general partner

(a)
Each general partner has equal rights in the management and conduct of the limited partnership's activities. Except as expressly provided in this chapter, any matter relating to the activities of the limited partnership may be exclusively decided by the general partner or, if there is more than one general partner, by a majority of the general partners.
(b)
The consent of each partner is necessary to:
(1)
amend the partnership agreement;
(2)
amend the certificate of limited partnership to add or, subject to §
4-47-1110
, delete a statement that the limited partnership is a limited liability limited partnership; and
(3)
sell, lease, exchange, or otherwise dispose of all, or substantially all, of the limited partnership's property, with or without the good will, other than in the usual and regular course of the limited partnership's activities.
(c)
A limited partnership shall reimburse a general partner for payments made and indemnify a general partner for liabilities incurred by the general partner in the ordinary course of the activities of the partnership or for the preservation of its activities or property.
(d)
A limited partnership shall reimburse a general partner for an advance to the limited partnership beyond the amount of capital the general partner agreed to contribute.
(e)
A payment or advance made by a general partner which gives rise to an obligation of the limited partnership under subsection (c) or (d) constitutes a loan to the limited partnership which accrues interest from the date of the payment or advance.
(f)
A general partner is not entitled to remuneration for services performed for the partnership.
Acts 2007, No. 15, § 1.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 4 - PARTNERSHIPS (§§ 4-42-101 — 4-47-1302) › Chapter 47 - UNIFORM LIMITED PARTNERSHIP ACT (2001) › Subchapter 4 - GENERAL PARTNERS (§§ 4-47-401 — 4-47-408) › Section 4-47-407 - Right of general partner and former general partner to information

(a)
A general partner, without having any particular purpose for seeking the information, may inspect and copy during regular business hours:
(1)
in the limited partnership's designated office, required information; and
(2)
at a reasonable location specified by the limited partnership, any other records maintained by the limited partnership regarding the limited partnership's activities and financial condition.
(b)
Each general partner and the limited partnership shall furnish to a general partner:
(1)
without demand, any information concerning the limited partnership's activities and activities reasonably required for the proper exercise of the general partner's rights and duties under the partnership agreement or this chapter; and
(2)
on demand, any other information concerning the limited partnership's activities, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.
(c)
Subject to subsection (e), on 10 days' demand made in a record received by the limited partnership, a person dissociated as a general partner may have access to the information and records described in subsection (a) at the location specified in subsection (a) if:
(1)
the information or record pertains to the period during which the person was a general partner;
(2)
the person seeks the information or record in good faith; and
(3)
the person satisfies the requirements imposed on a limited partner by §
4-47-304(b)
.
(d)
The limited partnership shall respond to a demand made pursuant to subsection (c) in the same manner as provided in §
4-47-304(c)
.
(e)
If a general partner dies, §
4-47-704
applies.
(f)
The limited partnership may impose reasonable restrictions on the use of information under this section. In any dispute concerning the reasonableness of a restriction under this subsection, the limited partnership has the burden of proving reasonableness.
(g)
A limited partnership may charge a person dissociated as a general partner that makes a demand under this section reasonable costs of copying, limited to the costs of labor and material.
(h)
A general partner or person dissociated as a general partner may exercise the rights under this section through an attorney or other agent. Any restriction imposed under subsection (f) or by the partnership agreement applies both to the attorney or other agent and to the general partner or person dissociated as a general partner.
(i)
The rights under this section do not extend to a person as transferee, but the rights under subsection (c) of a person dissociated as a general partner may be exercised by the legal representative of an individual who dissociated as a general partner under §
4-47-603(7)(B) or (C)
.
Acts 2007, No. 15, § 1.