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4-32-706. Right of assignee to become member.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-32-706. Right of assignee to become member.
(a) Unless otherwise provided in writing in an operating agreement, an assignee of a limited liability company interest may become a member only if the other members unanimously consent. The consent of a member may be evidenced in any manner specified in writing in an operating agreement, but in the absence of specification, consent shall be evidenced by a written instrument dated and signed by the member.
(b) An assignee who becomes a member has to the extent assigned the rights and powers and is subject to the restrictions and liabilities of a member under the articles of organization, any operating agreement, and this chapter. An assignee who becomes a member also is liable for any obligations of the assignor to make contributions under § 4-32-502. However, the assignee is not obligated for liabilities of which the assignee had no knowledge at the time he or she became a member and which could not be ascertained from the written records of the limited liability company kept pursuant to § 4-32-405.
(c) Whether or not an assignee of a limited liability company interest becomes a member, the assignor is not released from his or her liability, if any, to the limited liability company under § 4-32-502.
(d) Unless otherwise provided in writing in an operating agreement, a member who assigns his or her entire limited liability company interest ceases to be a member or to have the power to exercise any rights of a member when the assignee becomes a member with respect to the entire assigned interest.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-32-706
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:4-32-706
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 50f6493bcba4be8c880245924c6505de4b442ef186a16acbe7b3dd9862add756
Source location: content.xml paragraph 21197
Stored source content
4-32-706. Right of assignee to become member.
(a) Unless otherwise provided in writing in an operating agreement, an assignee of a limited liability company interest may become a member only if the other members unanimously consent. The consent of a member may be evidenced in any manner specified in writing in an operating agreement, but in the absence of specification, consent shall be evidenced by a written instrument dated and signed by the member.
(b) An assignee who becomes a member has to the extent assigned the rights and powers and is subject to the restrictions and liabilities of a member under the articles of organization, any operating agreement, and this chapter. An assignee who becomes a member also is liable for any obligations of the assignor to make contributions under § 4-32-502. However, the assignee is not obligated for liabilities of which the assignee had no knowledge at the time he or she became a member and which could not be ascertained from the written records of the limited liability company kept pursuant to § 4-32-405.
(c) Whether or not an assignee of a limited liability company interest becomes a member, the assignor is not released from his or her liability, if any, to the limited liability company under § 4-32-502.
(d) Unless otherwise provided in writing in an operating agreement, a member who assigns his or her entire limited liability company interest ceases to be a member or to have the power to exercise any rights of a member when the assignee becomes a member with respect to the entire assigned interest.
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Arkansas Code — all titles (historical 2020) · legal_authorities
4-32-405. Records and information.
(a) Unless otherwise provided in writing in an operating agreement, a limited liability company shall keep at its principal place of business the following:
(1) A current and a past list, setting forth the full name and last known mailing address of each member and manager, if any, set forth in alphabetical order;
(2) A copy of the articles of organization and all amendments thereto, together with executed copies of any powers of attorney pursuant to which the articles of amendment have been executed;
(3) Copies of the limited liability company's federal, state, and local income tax returns and financial statements, if any, for the three (3) most recent years or, if those returns and statements were not prepared for any reason, copies of the information and statements provided to, or which should have been provided to, the members to enable them to prepare their federal, state, and local tax returns for the period;
(4) Copies of any effective written operating agreements, and all amendments thereto, and copies of any written operating agreements no longer in effect; and
(5) Unless contained in writing in an operating agreement:
(A) A writing, if any, setting forth the amount of cash and a statement of the agreed value of other property or services contributed by each member and the times at which or events upon the happening of which any additional contributions are to be made by each member;
(B) A writing, if any, stating events upon the happening of which the limited liability company is to be dissolved and its affairs wound up; and
(C) Other writings, if any, prepared pursuant to a requirement in an operating agreement.
(b) Upon reasonable request, a member may, at the member's own expense, inspect and copy durin
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-32-405
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 4-32-405. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-32-502. Liability for contributions.
(a) A promise by a member to contribute to the limited liability company is not enforceable unless set forth in a writing signed by the member.
(b) Unless otherwise provided in an operating agreement, a member is obligated to the limited liability company to perform any enforceable promise to contribute cash or property or to perform services, even if the member is unable to perform because of death, disability, or other reason.
(c) If a member does not make the required contribution of property or services, the member is obligated, at the option of the limited liability company, to contribute cash equal to that portion of value of the stated contribution that has not been made.
(d) Unless otherwise provided in an operating agreement, the obligation of a member to make a contribution may be compromised only with the unanimous consent of the members.
(e) Only a creditor of a limited liability company who extends credit in reliance on an obligation to contribute or otherwise acts in reliance on that obligation to contribute after the member signs a writing which reflects the obligation to contribute pursuant to subsection (d) of this section may enforce any obligation to contribute.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-32-502
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 4-32-502. This identifies an authority to review, not proof of applicability.