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 7 - PARTNER'S DISSOCIATION WHEN BUSINESS NOT WOUND UP (§§ 4-46-701 — 4-46-705) › Section 4-46-703 - Dissociated partner's liability to other persons

(a)
A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in subsection (b) of this section.
(b)
A partner who dissociates without resulting in a dissolution and winding up of the partnership business is liable as a partner to the other party in a transaction entered into by the partnership, or a converted or surviving organization under §
4-46-901
et seq., within two years after the partner's dissociation, only if the partner is liable for the obligation under §
4-46-306
and 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)
.
(c)
By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation.
(d)
A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner's dissociation but without the partner's consent, agrees to a material alteration in the nature or time of payment of a partnership obligation.
Acts 1999, No. 1518, § 703; 2009, No. 408, § 11.
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 4-46-704 - Statement of dissociation

(a)
A dissociated partner or the partnership may file a statement of dissociation stating:
(1)
The name of the partnership;
(2)
The name and mailing address of the dissociated partner;
(3)
That the partner is dissociated from the partnership; and
(4)
The date the dissociation is effective.
(b)
A statement of dissociation is a limitation on the authority of a dissociated partner for the purposes of §
4-46-303(d) and (e)
.
(c)
For the purposes of §§
4-46-702(a)(3)
and
4-46-703(b)(3)
, a person not a partner is deemed to have notice of the dissociation 90 days after the statement of dissociation is filed.
Acts 1999, No. 1518, § 704.
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 4-46-705 - Continued use of partnership name

Continued use of a partnership name, or a dissociated partner's name as part thereof, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business.
Acts 1999, No. 1518, § 705.
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 8 - WINDING UP PARTNERSHIP BUSINESS (§§ 4-46-801 — 4-46-807) › Section 4-46-801 - Events causing dissolution and winding up of partnership business

A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events:
(1)
in a partnership at will, the partnership's having notice from a partner, other than a partner who is dissociated under §
4-46-601(2)
-(10), of that partner's express will to withdraw as a partner, or on a later date specified by the partner;
(2)
in a partnership for a definite term or particular undertaking:
(i)
within 90 days after a partner's dissociation by death or otherwise under §
4-46-601(6)
-(10) or wrongful dissociation under §
4-46-602(b)
, the express will of at least half of the remaining partners to wind up the partnership business, for which purpose a partner's rightful dissociation pursuant to §
4-46-602(b)(2)(i)
constitutes the expression of that partner's will to wind up the partnership business;
(ii)
the express will of all of the partners to wind up the partnership business; or
(iii)
the expiration of the term or the completion of the undertaking;
(3)
an event agreed to in the partnership agreement resulting in the winding up of the partnership business;
(4)
an event that makes it unlawful for all or substantially all of the business of the partnership to be continued, but a cure of illegality within 90 days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section;
(5)
on application by a partner, a judicial determination that:
(i)
the economic purpose of the partnership is likely to be unreasonably frustrated;
(ii)
another partner has engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with that partner; or
(iii)
it is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or
(6)
on application by a transferee of a partner's transferable interest, a judicial determination that it is equitable to wind up the partnership business:
(i)
after the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer; or
(ii)
at any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer.
Acts 1999, No. 1518, § 801.
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 8 - WINDING UP PARTNERSHIP BUSINESS (§§ 4-46-801 — 4-46-807) › Section 4-46-802 - Partnership continues after dissolution

(a)
Subject to subsection (b) of this section, a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed.
(b)
At any time after the dissolution of a partnership and before the winding up of its business is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner, may waive the right to have the partnership's business wound up and the partnership terminated. In that event:
(1)
the partnership resumes carrying on its business as if dissolution had never occurred, and any liability incurred by the partnership or a partner after the dissolution and before the waiver is determined as if dissolution had never occurred; and
(2)
the rights of a third party accruing under §
4-46-804(1)
or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver may not be adversely affected.
Acts 1999, No. 1518, § 802.
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 8 - WINDING UP PARTNERSHIP BUSINESS (§§ 4-46-801 — 4-46-807) › Section 4-46-803 - Right to wind up partnership business

(a)
After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership's business, but on application of any partner, partner's legal representative, or transferee, the court, for good cause shown, may order judicial supervision of the winding up.
(b)
The legal representative of the last surviving partner may wind up a partnership's business.
(c)
A person winding up a partnership's business may preserve the partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle and close the partnership's business, dispose of and transfer the partnership's property, discharge the partnership's liabilities, distribute the assets of the partnership pursuant to §
4-46-807
, settle disputes by mediation or arbitration, and perform other necessary acts.
Acts 1999, No. 1518, § 803.
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 8 - WINDING UP PARTNERSHIP BUSINESS (§§ 4-46-801 — 4-46-807) › Section 4-46-804 - Partner's power to bind partnership after dissolution

Subject to §
4-46-805
, a partnership is bound by a partner's act after dissolution that:
(1)
is appropriate for winding up the partnership business; or
(2)
would have bound the partnership under §
4-46-301
before dissolution, if the other party to the transaction did not have notice of the dissolution.
Acts 1999, No. 1518, § 804.
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 8 - WINDING UP PARTNERSHIP BUSINESS (§§ 4-46-801 — 4-46-807) › Section 4-46-805 - Statement of dissolution

(a)
After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business.
(b)
A statement of dissolution cancels a filed statement of partnership authority for the purposes of §
4-46-303(d)
and is a limitation on authority for the purposes of §
4-46-303(e)
.
(c)
For the purposes of §§
4-46-301
and
4-46-804
, a person not a partner is deemed to have notice of the dissolution and the limitation on the partners' authority as a result of the statement of dissolution ninety (90) days after it is filed.
(d)
After filing and, if appropriate, recording a statement of dissolution, a dissolved partnership may file and, if appropriate, record a statement of partnership authority which will operate with respect to a person not a partner as provided in §
4-46-303(d) and (e)
in any transaction, whether or not the transaction is appropriate for winding up the partnership business.
Acts 1999, No. 1518, § 805.
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 8 - WINDING UP PARTNERSHIP BUSINESS (§§ 4-46-801 — 4-46-807) › Section 4-46-806 - Partner's liability to other partners after dissolution

(a)
Except as otherwise provided in subsection (b) of this section and §
4-46-306
, after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under §
4-46-804
.
(b)
A partner who, with knowledge of the dissolution, incurs a partnership liability under §
4-46-804(2)
by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from the liability.
Acts 1999, No. 1518, § 806.
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 8 - WINDING UP PARTNERSHIP BUSINESS (§§ 4-46-801 — 4-46-807) › Section 4-46-807 - Settlement of accounts and contributions among partners

(a)
In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, must be applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus must be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under subsection (b) of this section.
(b)
Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, profits and losses that result from the liquidation of the partnership assets must be credited and charged to the partners' accounts. The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partner's account. A partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner's account but excluding from the calculation charges attributable to an obligation for which the partner is not personally liable under §
4-46-306
.
(c)
If a partner fails to contribute the full amount required under subsection (b) of this section, all of the other partners shall contribute, in the proportions in which those partners share partnership losses, the additional amount necessary to satisfy the partnership obligations for which they are personally liable under §
4-46-306
. A partner or partner's legal representative may recover from the other partners any contributions the partner makes to the extent the amount contributed exceeds that partner's share of the partnership obligations for which the partner is personally liable under §
4-46-306
.
(d)
After the settlement of accounts, each partner shall contribute, in the proportion in which the partner shares partnership losses, the amount necessary to satisfy partnership obligations that were not known at the time of the settlement and for which the partner is personally liable under §
4-46-306
.
(e)
The estate of a deceased partner is liable for the partner's obligation to contribute to the partnership.
(f)
An assignee for the benefit of creditors of a partnership or a partner, or a person appointed by a court to represent creditors of a partnership or a partner, may enforce a partner's obligation to contribute to the partnership.
Acts 1999, No. 1518, § 807.
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 9 - CONVERSION AND MERGER (§§ 4-46-901 — 4-46-913) › Section 4-46-902 - Conversion

(a)
An organization other than a partnership may convert to a partnership, and a partnership may convert to another organization under this section and §§
4-46-903
-
4-46-905
and a plan of conversion, if the:
(1)
Other organization's governing statute authorizes the conversion and is complied with; and
(2)
Conversion is not prohibited by the law of the jurisdiction that enacted the governing statute.
(b)
A plan of conversion must be in a record and must include the:
(1)
Name and form of the organization before conversion;
(2)
Name and form of the organization after conversion; and
(3)
Terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration; and
(4)
Organizational documents of the converted organization.
Acts 2009, No. 408, § 6.
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 9 - CONVERSION AND MERGER (§§ 4-46-901 — 4-46-913) › Section 4-46-903 - Action on plan of conversion by converting partnership

(a)
Subject to §
4-46-910
, a plan of conversion must be consented to by all of the partners of a converting partnership.
(b)
Subject to §
4-46-910
and any contractual rights, until a conversion is filed under §
4-46-904
, a converting partnership may amend the plan or abandon the planned conversion:
(1)
As provided in the plan; and
(2)
Except as prohibited by the plan, by the same consent required to approve the plan.
Acts 2009, No. 408, § 6.
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 9 - CONVERSION AND MERGER (§§ 4-46-901 — 4-46-913) › Section 4-46-904 - Filings required for conversion - Effective date

(a)
(1)
After a plan of conversion is approved a converting partnership shall file articles of conversion with the Secretary of State.
(2)
The articles of conversion shall include:
(A)
A statement that the partnership has been converted into another organization;
(B)
The name and form of the converted organization and the jurisdiction of its governing statute;
(C)
The date the conversion is effective under the governing statute of the converted organization;
(D)
A statement that the conversion was approved as required by this subchapter;
(E)
A statement that the conversion was approved as required by the governing statute of the converted organization;
(F)
A statement confirming that the converted organization has filed a statement appointing an agent for service of process under §
4-20-112
if the converted organization is a foreign organization not authorized to transact business in this state; and
(G)
(i)
A copy of the plan of conversion; or
(ii)
A statement that:
(a)
Contains the address of an office of the organization where the plan of conversion is on file; and
(b)
A copy of the plan of conversion will be furnished by the converting partnership on request and without cost to any partner of the converting partnership.
(b)
(1)
If the converting organization is not a converting partnership, the converting organization shall file a statement of qualification with the Secretary of State.
(2)
The statement of qualification shall include, in addition to the information required by §
4-46-1001
:
(A)
A statement that the partnership was converted from another organization;
(B)
The name and form of the converting organization and the jurisdiction of its governing statute; and
(C)
A statement that the conversion was approved in a manner that complied with the converting organization's governing statute.
(c)
A conversion becomes effective:
(1)
If the converted organization is a partnership, when the articles of conversion indicate that the conversion takes effect; and
(2)
If the converted organization is not a partnership, as provided by the governing statute of the converted organization.
Acts 2009, No. 408, § 6.
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 9 - CONVERSION AND MERGER (§§ 4-46-901 — 4-46-913) › Section 4-46-905 - Effect of conversion

(a)
An organization that has been converted under this subchapter is for all purposes the same entity that existed before the conversion.
(b)
When a conversion takes effect:
(1)
All property owned by the converting organization remains vested in the converted organization;
(2)
All debts, liabilities, and other obligations of the converting organization continue as obligations of the converted organization;
(3)
An action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred;
(4)
Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization;
(5)
Except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect; and
(6)
Except as otherwise agreed, the conversion does not dissolve a converting partnership under §
4-46-801
et seq.
(c)
(1)
A converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by the converting partnership, if before the conversion the converting partnership was subject to suit in this state on the obligation.
(2)
A converted organization that is a foreign organization and not authorized to transact business in this state may be served with process under §
4-20-113
if the converted organization:
(A)
Fails to appoint an agent for service of process under §
4-20-112
;
(B)
No longer has an agent for service of process; or
(C)
Has an agent for service of process that cannot with reasonable diligence be served.
Acts 2009, No. 408, § 6.
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 9 - CONVERSION AND MERGER (§§ 4-46-901 — 4-46-913) › Section 4-46-906 - Merger

(a)
A partnership may merge with one (1) or more other constituent organizations under this section and §§
4-46-907
-
4-46-909
and a plan of merger if:
(1)
The governing statute of each of the other organizations authorizes the merger;
(2)
The merger is not prohibited by the law of a jurisdiction that enacted any of the governing statutes; and
(3)
Each of the other organizations complies with its governing statute in effecting the merger.
(b)
A plan of merger must be in a record and must include:
(1)
The name and form of each constituent organization;
(2)
The name and form of the surviving organization;
(3)
The terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration; and
(4)
Any amendments to be made by the merger to the surviving organization's organizational documents.
Acts 2009, No. 408, § 6.
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 9 - CONVERSION AND MERGER (§§ 4-46-901 — 4-46-913) › Section 4-46-907 - Action on plan of merger by constituent partnership

(a)
Subject to §
4-46-910
, a plan of merger must be consented to by all of the partners of a constituent partnership.
(b)
Subject to §
4-46-910
and to any contractual rights, until a merger is filed under §
4-46-908
, a constituent partnership may amend the plan or abandon the planned merger:
(1)
As provided in the plan; and
(2)
Except as prohibited by the plan, with the same consent required to approve the plan.
Acts 2009, No. 408, § 6.
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 9 - CONVERSION AND MERGER (§§ 4-46-901 — 4-46-913) › Section 4-46-908 - Filings required for merger - Effective date

(a)
After each constituent organization has approved a merger, articles of merger must be signed by an authorized representative of each constituent organization and filed with the Secretary of State.
(b)
The articles of merger shall include:
(1)
The name and form of each constituent organization and the jurisdiction of its governing statute;
(2)
The name and form of the surviving organization and the jurisdiction of its governing statute;
(3)
The date the merger is effective under the governing statute of the surviving organization;
(4)
Any amendments provided for in the plan of merger for the organizational document of the surviving organization if the organizational document is required to be filed by the governing statute of the surviving organization;
(5)
A statement as to each constituent organization that the merger was approved as required by the organization's governing statute;
(6)
A statement confirming that the surviving organization has filed a statement appointing an agent for service of process under §
4-20-112
if the surviving organization is a foreign organization not authorized to transact business in this state; and
(7)
(A)
A copy of the plan of merger; or
(B)
A statement that:
(i)
Contains the address of an office of the organization where the plan of merger is on file; and
(ii)
A copy of the plan of merger will be furnished by the surviving organization on request and without cost to any shareholder, member, partner, or other owner of any constituent organization; and
(8)
Any additional information required by the governing statute of any constituent organization.
(c)
A merger becomes effective under this subchapter:
(1)
If the surviving organization is a partnership, upon the later of:
(A)
Compliance with subsection (a) of this section; or
(B)
As specified in the articles of merger; or
(2)
If the surviving organization is not a partnership, as provided by the governing statute of the surviving organization.
Acts 2009, No. 408, § 6.
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 9 - CONVERSION AND MERGER (§§ 4-46-901 — 4-46-913) › Section 4-46-909 - Effect of merger

(a)
When a merger becomes effective:
(1)
The surviving organization continues or comes into existence;
(2)
Each constituent organization that merges into the surviving organization ceases to exist as a separate entity;
(3)
All property owned by each constituent organization that ceases to exist vests in the surviving organization;
(4)
All debts, liabilities, and other obligations of each constituent organization that ceases to exist continue as obligations of the surviving organization;
(5)
An action or proceeding pending by or against a constituent organization that ceases to exist may continue as if the merger had not occurred;
(6)
Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization;
(7)
Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect;
(8)
Except as otherwise agreed, if a constituent partnership ceases to exist, the merger does not dissolve the partnership under §
4-46-801
et seq.; and
(9)
Any amendments provided for in the articles of merger for the organizational documents of the surviving organization become effective.
(b)
(1)
A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by a constituent organization, if before the merger the constituent organization was subject to suit in this state on the obligation.
(2)
A surviving organization that is a foreign organization and not authorized to transact business in this state may be served with process under §
4-20-113
if the surviving organization:
(A)
Fails to appoint an agent for service of process under §
4-20-112
;
(B)
No longer has an agent for service of process; or
(C)
Has an agent for service of process that cannot with reasonable diligence be served.
Acts 2009, No. 408, § 6.
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 9 - CONVERSION AND MERGER (§§ 4-46-901 — 4-46-913) › Section 4-46-910 - Restrictions on approval of conversions and mergers and on relinquishing limited liability partnership status

(a)
If a partner of a converting or constituent partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or merger are ineffective without the consent of the partner unless:
(1)
The partnership's partnership agreement provides for the approval of the conversion or merger with the consent of fewer than all of the partners; and
(2)
The partner has consented to the provision of the partnership agreement.
(b)
An amendment to a statement of qualification of a limited liability partnership which deletes a statement that the partnership is a limited liability partnership is ineffective without the consent of each partner unless:
(1)
The partnership's partnership agreement provides for the amendment with the consent of less than all of the partners; and
(2)
Each partner that does not consent to the amendment has consented to the provision of the partnership agreement.
(c)
A partner does not give the consent required by subsection (a) or subsection (b) of this section merely by consenting to a provision of the partnership agreement that permits the partnership agreement to be amended with the consent of fewer than all the partners.
Acts 2009, No. 408, § 6.
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 9 - CONVERSION AND MERGER (§§ 4-46-901 — 4-46-913) › Section 4-46-911 - Liability of partner after conversion or merger

(a)
A conversion or merger under this chapter does not discharge any liability under §
4-46-306
or §
4-46-703
of a person that was a partner in or dissociated as a partner from a converting or constituent partnership, but:
(1)
The provisions of this chapter pertaining to the collection or discharge of the liability continue to apply to the liability;
(2)
The converted or surviving organization is deemed to be the converting or constituent partnership under §
4-46-306
or §
4-46-703
; and
(3)
If a person is required to pay any amount under this subsection:
(A)
The person has a right of contribution from each other person that was liable as a partner under §
4-46-306
when the obligation was incurred and has not been released from the obligation under §
4-46-703
; and
(B)
The contribution due from each other person is in proportion to the right to receive distributions in the capacity of partner in effect for each other person when the obligation was incurred.
(b)
In addition to any other liability provided by law:
(1)
A person that immediately before a conversion or merger became effective was a partner in a converting or constituent partnership that was not a limited liability partnership is personally liable for each obligation of the converted or surviving organization arising from a transaction with a third party after the conversion or merger becomes effective if at the time the third party enters into the transaction, the third party:
(A)
Does not have notice of the conversion or merger; and
(B)
Reasonably believes that:
(i)
The converted or surviving organization is the converting or constituent partnership;
(ii)
The converting or constituent partnership is not a limited liability partnership; and
(iii)
The person is a partner in the converting or constituent partnership; and
(2)
A person that was dissociated as a partner from a converting or constituent partnership before the conversion or merger became effective is personally liable for each obligation of the converted or surviving organization arising from a transaction with a third party after the conversion or merger becomes effective if:
(A)
Immediately before the conversion or merger became effective the converting or surviving partnership was not a limited liability partnership; and
(B)
At the time the third party enters into the transaction less than two (2) years have passed since the person dissociated as a partner and the third party:
(i)
Does not have notice of the dissociation;
(ii)
Does not have notice of the conversion or merger; and
(iii)
Reasonably believes that:
(a)
The converted or surviving organization is the converting or constituent partnership;
(b)
The converting or constituent partnership is not a constituent limited liability partnership; and
(c)
The person is a partner in the converting or constituent partnership.
Acts 2009, No. 408, § 6.
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 9 - CONVERSION AND MERGER (§§ 4-46-901 — 4-46-913) › Section 4-46-912 - Power of partners and persons dissociated as partners to bind organization after conversion or merger

(a)
An act of a person that immediately before a conversion or merger became effective was a partner in a converting or constituent partnership binds the converted or surviving organization after the conversion or merger becomes effective if:
(1)
Before the conversion or merger became effective the act would have bound the converting or constituent partnership under §
4-46-301
; and
(2)
At the time the third party enters into the transaction the third party:
(A)
Does not have notice of the conversion or merger; and
(B)
Reasonably believes that the converted or surviving business is the converting or constituent partnership and that the person is a partner in the converting or constituent partnership.
(b)
An act of a person that before a conversion or merger became effective was dissociated as a partner from a converting or constituent partnership binds the converted or surviving organization after the conversion or merger becomes effective if:
(1)
Before the conversion or merger became effective the act would have bound the converting or constituent partnership under §
4-46-301
if the person had been a partner; and
(2)
At the time the third party enters into the transaction, less than two (2) years have passed since the person dissociated as a general partner and the third party:
(A)
Does not have notice of the dissociation;
(B)
Does not have notice of the conversion or merger; and
(C)
Reasonably believes that the converted or surviving organization is the converting or constituent partnership and that the person is a partner in the converting or constituent partnership.
(c)
If a person with knowledge of the conversion or merger causes a converted or surviving organization to incur an obligation under subsection (a) or subsection (b) of this section the person is liable:
(1)
To the converted or surviving organization for any damage caused to the organization arising from the obligation; and
(2)
If another person is liable for the obligation, to the other person for any damage caused to the other person arising from the liability.
Acts 2009, No. 408, § 6.
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 9 - CONVERSION AND MERGER (§§ 4-46-901 — 4-46-913) › Section 4-46-913 - Chapter not exclusive

This chapter does not preclude an entity from being converted or merged under other law.
Acts 2009, No. 408, § 6.
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 10 - LIMITED LIABILITY PARTNERSHIP (§§ 4-46-1001 — 4-46-1003) › Section 4-46-1001 - Statement of qualification

(a)
A partnership may become a limited liability partnership pursuant to this section.
(b)
The terms and conditions on which a partnership becomes a limited liability partnership must be approved by the vote necessary to amend the partnership agreement except, in the case of a partnership agreement that expressly considers contribution obligations, the vote necessary to amend those provisions.
(c)
After the approval required by subsection (b) of this section, a partnership may become a limited liability partnership by filing a statement of qualification. The statement must contain:
(1)
the name of the partnership;
(2)
the street address of the partnership's chief executive office and, if different, the street address of an office in this State, if any;
(3)
if there is no office in this State, the information required by §
4-20-105(a)
;
(4)
a statement that the partnership elects to be a limited liability partnership; and
(5)
a deferred effective date, if any.
(d)
[Reserved.]
(e)
The status of a partnership as a limited liability partnership is effective on the later of the filing of the statement or a date specified in the statement. The status remains effective, regardless of changes in the partnership, until it is canceled pursuant to §
4-46-105(d)
or revoked pursuant to §
4-46-1003
.
(f)
The status of a partnership as a limited liability partnership and the liability of its partners is not affected by errors or later changes in the information required to be contained in the statement of qualification under subsection (c) of this section.
(g)
The filing of a statement of qualification establishes that a partnership has satisfied all conditions precedent to the qualification of the partnership as a limited liability partnership.
(h)
An amendment or cancellation of a statement of qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation.
Acts 1999, No. 1518, § 1001; 2007, No. 638, § 53.
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 10 - LIMITED LIABILITY PARTNERSHIP (§§ 4-46-1001 — 4-46-1003) › Section 4-46-1002 - Name

The name of a limited liability partnership must end with "Registered Limited Liability Partnership", "Limited Liability Partnership", "R.L.L.P.", "L.L.P.", "RLLP", or "LLP".
Acts 1999, No. 1518, § 1002.
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 11 - FOREIGN LIMITED LIABILITY PARTNERSHIP (§§ 4-46-1101 — 4-46-1105) › Section 4-46-1101 - Law governing foreign limited liability partnership

(a)
The laws under which a foreign limited liability partnership is formed govern relations among the partners and between the partners and the partnership and the liability of partners for obligations of the partnership.
(b)
A foreign limited liability partnership may not be denied a statement of foreign qualification by reason of any difference between the laws under which the partnership was formed and the laws of this State.
(c)
A statement of foreign qualification does not authorize a foreign limited liability partnership to engage in any business or exercise any power that a partnership may not engage in or exercise in this State as a limited liability partnership.
Acts 1999, No. 1518, § 1101.
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 11 - FOREIGN LIMITED LIABILITY PARTNERSHIP (§§ 4-46-1101 — 4-46-1105) › Section 4-46-1102 - Statement of foreign qualification

(a)
Before transacting business in this State, a foreign limited liability partnership must file a statement of foreign qualification. The statement must contain:
(1)
the name of the foreign limited liability partnership which satisfies the requirements of the State or other jurisdiction under whose laws it is formed and ends with "Registered Limited Liability Partnership", "Limited Liability Partnership", "R.L.L.P.", "L.L.P.", "RLLP", or "LLP";
(2)
the street address of the partnership's chief executive office;
(3)
the information required by §
4-20-105(a)
; and
(4)
a deferred effective date, if any.
(b)
[Reserved.]
(c)
The status of a partnership as a foreign limited liability partnership is effective on the later of the filing of the statement of foreign qualification or a date specified in the statement. The status remains effective, regardless of changes in the partnership, until it is canceled pursuant to §
4-46-105(d)
or revoked pursuant to §
4-46-1003
.
(d)
An amendment or cancellation of a statement of foreign qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation.
Acts 1999, No. 1518, § 1102; 2007, No. 638, § 55.
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 11 - FOREIGN LIMITED LIABILITY PARTNERSHIP (§§ 4-46-1101 — 4-46-1105) › Section 4-46-1103 - Effect of failure to qualify

(a)
A foreign limited liability partnership transacting business in this State may not maintain an action or proceeding in this State unless it has in effect a statement of foreign qualification.
(b)
The failure of a foreign limited liability partnership to have in effect a statement of foreign qualification does not impair the validity of a contract or act of the foreign limited liability partnership or preclude it from defending an action or proceeding in this State.
(c)
Limitations on personal liability of partners are not waived solely by transacting business in this State without a statement of foreign qualification.
(d)
If a foreign limited liability partnership transacts business in this State without a statement of foreign qualification, the Secretary of State is its agent for service of process with respect to claims for relief arising out of the transaction of business in this State.
Acts 1999, No. 1518, § 1103.
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 11 - FOREIGN LIMITED LIABILITY PARTNERSHIP (§§ 4-46-1101 — 4-46-1105) › Section 4-46-1104 - Activities not constituting transacting business

(a)
Activities of a foreign limited liability partnership which do not constitute transacting business within the meaning of this subchapter include:
(1)
maintaining, defending, or settling an action or proceeding;
(2)
holding meetings of its partners or carrying on any other activity concerning its internal affairs;
(3)
maintaining bank accounts;
(4)
maintaining offices or agencies for the transfer, exchange, and registration of the partnership's own securities or maintaining trustees or depositories with respect to those securities;
(5)
selling through independent contractors;
(6)
soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts;
(7)
creating or acquiring indebtedness, mortgages, or security interests in real or personal property;
(8)
securing or collecting debts or foreclosing mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired;
(9)
conducting an isolated transaction that is completed within thirty (30) days and is not one in the course of similar transactions of like nature; and
(10)
transacting business in interstate commerce.
(b)
For purposes of this subchapter, the ownership in this State of income-producing real property or tangible personal property, other than property excluded under subsection (a) of this section, constitutes transacting business in this State.
(c)
This section does not apply in determining the contacts or activities that may subject a foreign limited liability partnership to service of process, taxation, or regulation under any other law of this State.
Acts 1999, No. 1518, § 1104.
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 11 - FOREIGN LIMITED LIABILITY PARTNERSHIP (§§ 4-46-1101 — 4-46-1105) › Section 4-46-1105 - Action by Attorney General

The Attorney General may maintain an action to restrain a foreign limited liability partnership from transacting business in this State in violation of this subchapter.
Acts 1999, No. 1518, § 1105.
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 4-46-1201 - Uniformity of application and construction

This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it.
Acts 1999, No. 1518, § 1201.
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 4-46-1202 - Short title

This chapter may be cited as the Uniform Partnership Act (1996).
Acts 1999, No. 1518, § 1202.
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 4-46-1203 - Effective date

This chapter takes effect January 1, 2000.
Acts 1999, No. 1518, § 1203.
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 4-46-1206 - Savings clause

This chapter does not affect an action or proceeding commenced or right accrued before this chapter takes effect.
Acts 1999, No. 1518, § 1206.