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4-32-1201. Definitions.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-32-1201. Definitions.
In this subchapter:
(1) “Constituent limited liability company” means a constituent organization that is a limited liability company;
(2) “Constituent organization” means an organization that is party to a merger;
(3) “Converted organization” means the organization into which a converting organization converts under §§ 4-32-1202 — 4-32-1205;
(4) “Converting limited liability company” means a converting organization that is a limited liability company;
(5) “Converting organization” means an organization that converts into another organization under § 4-32-1202;
(6) “Governing statute” of an organization means the statute that governs the organization's internal affairs;
(7) “In a record” means maintained or kept on file by the organization at an office of the organization or with the Secretary of State;
(8)(A) “Organization” means:
(i) A partnership, including a limited liability partnership;
(ii) A limited partnership, including a limited liability limited partnership;
(iii) A limited liability company;
(iv) A business trust;
(v) A corporation; or
(vi) Any other entity that has a governing statute.
(B) “Organization” includes a domestic or foreign organization whether or not the organization is organized for profit;
(9) “Organizational documents” means:
(A) For a domestic or foreign general partnership, its partnership agreement and if applicable statement of qualification;
(B) For a domestic or foreign limited partnership, its certificate of limited partnership and partnership agreement;
(C) For a domestic or foreign limited liability company, its articles of organization and operating agreement or the comparable records provided for in its governing statute;
(D) For a business trust, its agreement of tru
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-32-1201
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:4-32-1201
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: bf90c99ffb055584ce8e79cff06f1eded34ffb9ac38d05820036134e90e9735c
Source location: content.xml paragraph 21597
Stored source content
4-32-1201. Definitions.
In this subchapter:
(1) “Constituent limited liability company” means a constituent organization that is a limited liability company;
(2) “Constituent organization” means an organization that is party to a merger;
(3) “Converted organization” means the organization into which a converting organization converts under §§ 4-32-1202 — 4-32-1205;
(4) “Converting limited liability company” means a converting organization that is a limited liability company;
(5) “Converting organization” means an organization that converts into another organization under § 4-32-1202;
(6) “Governing statute” of an organization means the statute that governs the organization's internal affairs;
(7) “In a record” means maintained or kept on file by the organization at an office of the organization or with the Secretary of State;
(8)(A) “Organization” means:
(i) A partnership, including a limited liability partnership;
(ii) A limited partnership, including a limited liability limited partnership;
(iii) A limited liability company;
(iv) A business trust;
(v) A corporation; or
(vi) Any other entity that has a governing statute.
(B) “Organization” includes a domestic or foreign organization whether or not the organization is organized for profit;
(9) “Organizational documents” means:
(A) For a domestic or foreign general partnership, its partnership agreement and if applicable statement of qualification;
(B) For a domestic or foreign limited partnership, its certificate of limited partnership and partnership agreement;
(C) For a domestic or foreign limited liability company, its articles of organization and operating agreement or the comparable records provided for in its governing statute;
(D) For a business trust, its agreement of trust and declaration of trust;
(E) For a domestic or foreign corporation for profit, its articles of incorporation, bylaws, and other agreements among its shareholders which are authorized by its governing statute or the comparable records provided for in its governing statute; and
(F) For any other organization, the records that:
(i) Create the organization;
(ii) Determine the internal governance of the organization; and
(iii) Determine the relations among the organization's owners, members, and interested parties; and
(10) “Surviving organization” means an organization into which one or more other organizations are merged.
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Arkansas Code — all titles (historical 2020) · legal_authorities
4-32-1202. Conversion.
(a) An organization other than a limited liability company may convert to a limited liability company, and a limited liability company may convert to another organization under this section and §§ 4-32-1203 — 4-32-1205 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;
(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.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-32-1202
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 4-32-1202. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-32-1205. 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 limited liability company under § 4-32-901 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 limited liability company, if before the conversion the converting limited liability company 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.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-32-1205
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 4-32-1205. This identifies an authority to review, not proof of applicability.