Browse Arkansas Code titles and sections
4-37-103. Nature of protected series.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-37-103. Nature of protected series.
A protected series of a series limited liability company is a person distinct from:
(1) the company, subject to § 4-37-104(c), § 4-37-501(1), and § 4-37-502(d);
(2) another protected series of the company;
(3) a member of the company, whether or not the member is an associated member of the protected series;
(4) a protected-series transferee of a protected series of the company; and
(5) a transferee of a transferable interest of the company.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-37-103
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:4-37-103
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 00b011e7531cd0f2b63861d6371b2c4c1b1b353848aeb1de99dcdc354877dfdf
Source location: content.xml paragraph 24947
Stored source content
4-37-103. Nature of protected series.
A protected series of a series limited liability company is a person distinct from:
(1) the company, subject to § 4-37-104(c), § 4-37-501(1), and § 4-37-502(d);
(2) another protected series of the company;
(3) a member of the company, whether or not the member is an associated member of the protected series;
(4) a protected-series transferee of a protected series of the company; and
(5) a transferee of a transferable interest of the company.
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Arkansas Code — all titles (historical 2020) · legal_authorities
4-37-104. Powers and duration of protected series.
(a) A protected series of a series limited liability company has the capacity to sue and be sued in its own name.
(b) Except as otherwise provided in subsections (c) and (d), a protected series of a series limited liability company has the same powers and purposes as the company.
(c) A protected series of a series limited liability company ceases to exist not later than when the company completes its winding up.
(d) A protected series of a series limited liability company may not:
(1) be a member of the company;
(2) establish a protected series; or
(3) except as permitted by law of this state other than this chapter, have a purpose or power that the law of this state other than this chapter prohibits a limited liability company from doing or having.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-37-104
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 4-37-104. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-37-501. Events causing dissolution of protected series.
A protected series of a series limited liability company is dissolved, and its activities and affairs must be wound up, only on the:
(1) dissolution of the company;
(2) occurrence of an event or circumstance the operating agreement states causes dissolution of the protected series;
(3) affirmative vote or consent of all members; or
(4) entry by the court of an order dissolving the protected series on application by an associated member or protected-series manager of the protected series:
(A) in accordance with § 4-37-108; and
(B) to the same extent, in the same manner, and on the same grounds the court would enter an order dissolving a limited liability company on application by a member or manager of the company; or
(5) entry by the court of an order dissolving the protected series on application by the company or a member of the company on the ground that the conduct of all or substantially all the activities and affairs of the protected series is illegal.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-37-501
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 4-37-501. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-37-502. Winding up dissolved protected series.
(a) Subject to subsections (b) and (c) and in accordance with § 4-37-108:
(1) a dissolved protected series shall wind up its activities and affairs in the same manner that a limited liability company winds up its activities and affairs under § 4-32-903, subject to the same requirements and conditions and with the same effects; and
(2) judicial supervision or another judicial remedy is available in the winding up of the protected series to the same extent, in the same manner, under the same conditions, and with the same effects that apply under § 4-32-902.
(b) When a protected series of a series limited liability company dissolves, the company may deliver to the Secretary of State for filing a statement of protected series dissolution stating the name of the company and the protected series and that the protected series is dissolved. The filing of the statement by the Secretary of State has the same effect as the filing by the Secretary of State of a statement of dissolution under § 4-32-906.
(c) When a protected series of a series limited liability company has completed winding up, the company may deliver to the Secretary of State for filing a statement of designation cancellation stating the name of the company and the protected series and that the protected series is terminated. The filing of the statement by the Secretary of State has the same effect as the filing by the Secretary of State of a statement of termination under § 4-32-906.
(d) A series limited liability company has not completed its winding up until each of the protected series of the company has completed its winding up.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-37-502
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 4-37-502. This identifies an authority to review, not proof of applicability.