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4-32-102. Definitions.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-32-102. Definitions.
As used in this chapter, unless the context otherwise requires:
(1) “Articles of organization” means articles filed under § 4-32-201, and those articles as amended and restated;
(2) “Corporation” means a corporation formed under the laws of any state or foreign country, including professional corporations or associations;
(3) “Court” includes every court having jurisdiction in the case;
(4) “Event of dissociation” means an event that causes a person to cease to be a member as provided in § 4-32-802;
(5) “Foreign limited liability company” means an organization that is:
(A) An unincorporated association;
(B) Organized under laws of a state other than the laws of this state, or under the laws of any foreign country;
(C) Organized under a statute pursuant to which an association may be formed that affords to each of its members limited liability with respect to the liabilities of the entity; and
(D) Not required to be registered or organized under any statute of this state other than this chapter;
(6) “Limited liability company” or “domestic limited liability company” means an organization formed under this chapter;
(7) “Limited liability company interest” or “interest in the limited liability company” means the interest that can be assigned under § 4-32-704 and charged under § 4-32-705;
(8) “Limited partnership” means a limited partnership formed under the laws of any state or foreign country;
(9) “Manager” or “managers” means, with respect to a limited liability company that has set forth in its articles of organization that it is to be managed by managers, the person or persons designated in accordance with § 4-32-401;
(10) “Member” or “members” means a person or persons who have been admitted to membership in a limite
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-32-102
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. A text match is a research starting point; applicability is not established.
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Stable record: arkansas_code:legal_authorities:4-32-102
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: e96edcdac55804c10bfef39bee245ed1b96de4e2817b41480ebb0b628a1d19be
Source location: content.xml paragraph 20694
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4-32-102. Definitions.
As used in this chapter, unless the context otherwise requires:
(1) “Articles of organization” means articles filed under § 4-32-201, and those articles as amended and restated;
(2) “Corporation” means a corporation formed under the laws of any state or foreign country, including professional corporations or associations;
(3) “Court” includes every court having jurisdiction in the case;
(4) “Event of dissociation” means an event that causes a person to cease to be a member as provided in § 4-32-802;
(5) “Foreign limited liability company” means an organization that is:
(A) An unincorporated association;
(B) Organized under laws of a state other than the laws of this state, or under the laws of any foreign country;
(C) Organized under a statute pursuant to which an association may be formed that affords to each of its members limited liability with respect to the liabilities of the entity; and
(D) Not required to be registered or organized under any statute of this state other than this chapter;
(6) “Limited liability company” or “domestic limited liability company” means an organization formed under this chapter;
(7) “Limited liability company interest” or “interest in the limited liability company” means the interest that can be assigned under § 4-32-704 and charged under § 4-32-705;
(8) “Limited partnership” means a limited partnership formed under the laws of any state or foreign country;
(9) “Manager” or “managers” means, with respect to a limited liability company that has set forth in its articles of organization that it is to be managed by managers, the person or persons designated in accordance with § 4-32-401;
(10) “Member” or “members” means a person or persons who have been admitted to membership in a limited liability company as provided in § 4-32-801 and who have not ceased to be members as provided in § 4-32-802;
(11) “Operating agreement” means the written agreement which shall be entered into among all of the members as to the conduct of the business and affairs of a limited liability company;
(12)(A) “Person” means an individual, a general partnership, a limited partnership, a domestic or foreign limited liability company, a trust, an estate, an association, a corporation, a custodian, a nominee and other individual entity in its own or representative capacity, or any other legal entity.
(B) “Person” includes a protected series;
(13) “Professional service” means any type of professional service which may be legally performed only pursuant to a license or other legally mandated personal authorization. For example: the personal service rendered by certified public accountants, architects, engineers, dentists, doctors, and attorneys at law; and
(14) “State” means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico.
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Arkansas Code — all titles (historical 2020) · legal_authorities
4-32-201. Formation.
One (1) or more persons may form a limited liability company by signing or causing to be signed articles of organization and delivering the signed articles to the Secretary of State for filing. The person or persons who sign the articles of organization causing the formation of a limited liability company need not be members of the limited liability company at the time of formation or after formation has occurred.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-32-201
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 4-32-201. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-32-704. Assignment of interest.
(a) Unless otherwise provided in writing in an operating agreement:
(1) A limited liability company interest is assignable in whole or in part;
(2) An assignment entitles the assignee to receive, to the extent assigned, only the distributions to which the assignor would be entitled;
(3) An assignment of a limited liability company interest does not dissolve the limited liability company or entitle the assignee to participate in the management and affairs of the limited liability company or to become or exercise any rights of a member;
(4) Until the assignee of a limited liability company interest becomes a member, the assignor continues to be a member and to have the power to exercise any rights of a member, subject to the member's right to remove the assignor pursuant to § 4-32-802(a)(3)(B);
(5) Until an assignee of a limited liability company interest becomes a member, the assignee has no liability, if any, as a member solely as a result of the assignment; and
(6) The assignor of a limited liability company interest is not released from his or her liability as a member solely as a result of the assignment.
(b) An operating agreement may provide that a member's limited liability company interest may be evidenced by a certificate of limited liability company interest issued by the limited liability company and may also provide for the assignment or transfer of any interest represented by the certificate.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-32-704
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 4-32-704. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-32-705. Rights of judgment creditor.
(a)(1) On application to a court of competent jurisdiction by any judgment creditor of a member, the court may charge the member's limited liability company interest with payment of the unsatisfied amount of judgment with interest.
(2) To the extent so charged, the judgment creditor has only the rights of an assignee of the member's limited liability company interest.
(3) This chapter does not deprive any member of the benefit of any exemption laws applicable to his or her limited liability company interest.
(b) Upon the filing of a charging application by a judgment creditor of a member under subdivision (a)(1) of this section and the recording of the charging application in the register of the Secretary of State as required under subsection (c) of this section, a temporary lien is created in favor of the judgment creditor against the member's membership interest in the limited liability company interest until a ruling by the court is entered on the record or the application is dismissed.
(c) The Secretary of State shall:
(1) Create a register within the Uniform Commercial Code lien filings for charging applications received under subsection (b) of this section; and
(2) Maintain the register so that the register can be searched in the same manner as the lien filings of the Uniform Commercial Code, § 4-1-101 et seq.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-32-705
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 4-32-705. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-32-802. Events of dissociation.
(a) A person ceases to be a member of a limited liability company upon the occurrence of one (1) or more of the following events:
(1) The member withdraws by voluntary act from the limited liability company as provided in subsection (c) of this section;
(2) The member ceases to be a member of the limited liability company as provided in § 4-32-706;
(3) The member is removed as a member:
(A) In accordance with an operating agreement; or
(B) Unless otherwise provided in writing in an operating agreement, when the member assigns all of his or her interest in the limited liability company, by an affirmative vote of a majority of the members who have not assigned their interests;
(4) Unless otherwise provided in writing in an operating agreement or by the written consent of all members at the time, the member:
(A) Makes an assignment for the benefit of creditors;
(B) Files a voluntary petition in bankruptcy;
(C) Is adjudicated a bankrupt or insolvent;
(D) Files a petition or answer seeking for the member any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or rule;
(E) Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the member in any proceeding of the nature described in subdivision (a)(4)(D) of this section; or
(F) Seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the member or of all or any substantial part of the member's properties;
(5) Unless otherwise provided in writing in an operating agreement or by the written consent of all members at the time, if:
(A) Within one hundred twenty (120) days after the commencement of
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-32-802
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 4-32-802. This identifies an authority to review, not proof of applicability.