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4-32-704. Assignment of interest.
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. A text match is a research starting point; applicability is not established.
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Record provenance
Stable record: arkansas_code:legal_authorities:4-32-704
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: b8088403d22a7d82d7c1a49c4fe8275ece9abb99168aed5632f586c08e8685f6
Source location: content.xml paragraph 21171
Stored source content
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.
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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.