Browse Arkansas Code titles and sections
4-32-1202. Conversion.
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. A text match is a research starting point; applicability is not established.
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Record provenance
Stable record: arkansas_code:legal_authorities:4-32-1202
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 371b1252b1709c504587861be14d896746bd15db631315cc3231c03c6108df2a
Source location: content.xml paragraph 21628
Stored source content
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.
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Arkansas Code — all titles (historical 2020) · legal_authorities
4-32-1203. Action on plan of conversion by converting limited liability company.
(a) Unless otherwise provided in writing in an operating agreement, a plan of conversion must be consented to by more than one-half (½) by number of the members of a converting limited liability company.
(b) Subject to any contractual rights, until a conversion is filed under § 4-32-1204, a converting limited liability company 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.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-32-1203
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 4-32-1203. 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.