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4-37-105. Governing law.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-37-105. Governing law.
The law of this state governs:
(1) the internal affairs of a protected series of a series limited liability company, including:
(A) relations among any associated members of the protected series;
(B) relations among the protected series and:
(i) any associated member;
(ii) the protected-series manager; or
(iii) any protected-series transferee;
(C) relations between any associated member and:
(i) the protected-series manager: or
(ii) any protected-series transferee;
(D) the rights and duties of a protected-series manager;
(E) governance decisions affecting the activities and affairs of the protected series and the conduct of those activities and affairs; and
(F) procedures and conditions for becoming an associated member or protected-series transferee;
(2) the relations between a protected series of a series limited liability company and each of the following:
(A) the company;
(B) another protected series of the company;
(C) a member of the company which is not an associated member of the protected series;
(D) a protected-series manager that is not a protected-series manager of the protected series; and
(E) a protected-series transferee that is not a protected-series transferee of the protected series;
(3) the liability of a person for a debt, obligation, or other liability of a protected series of a series limited liability company if the debt, obligation, or liability is asserted solely by reason of the person being or acting as:
(A) an associated member, protected-series transferee, or protected-series manager of the protected series;
(B) a member of the company which is not an associated member of the protected series;
(C) a protected-series manager that is not a protected-series manager of the pro
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-37-105
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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Authority boundary: historical statutory source snapshot not current law.
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Record provenance
Stable record: arkansas_code:legal_authorities:4-37-105
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 7ad493079b0e6ab01f800099f5b40a1c1e74589974c91e1f2ff7c6c00481f9ba
Source location: content.xml paragraph 24968
Stored source content
4-37-105. Governing law.
The law of this state governs:
(1) the internal affairs of a protected series of a series limited liability company, including:
(A) relations among any associated members of the protected series;
(B) relations among the protected series and:
(i) any associated member;
(ii) the protected-series manager; or
(iii) any protected-series transferee;
(C) relations between any associated member and:
(i) the protected-series manager: or
(ii) any protected-series transferee;
(D) the rights and duties of a protected-series manager;
(E) governance decisions affecting the activities and affairs of the protected series and the conduct of those activities and affairs; and
(F) procedures and conditions for becoming an associated member or protected-series transferee;
(2) the relations between a protected series of a series limited liability company and each of the following:
(A) the company;
(B) another protected series of the company;
(C) a member of the company which is not an associated member of the protected series;
(D) a protected-series manager that is not a protected-series manager of the protected series; and
(E) a protected-series transferee that is not a protected-series transferee of the protected series;
(3) the liability of a person for a debt, obligation, or other liability of a protected series of a series limited liability company if the debt, obligation, or liability is asserted solely by reason of the person being or acting as:
(A) an associated member, protected-series transferee, or protected-series manager of the protected series;
(B) a member of the company which is not an associated member of the protected series;
(C) a protected-series manager that is not a protected-series manager of the protected series;
(D) a protected-series transferee that is not a protected-series transferee of the protected series;
(E) a manager of the company; or
(F) a transferee of a transferable interest of the company;
(4) the liability of a series limited liability company for a debt, obligation, or other liability of a protected series of the company if the debt, obligation, or liability is asserted solely by reason of the company:
(A) having delivered to the Secretary of State for filing under § 4-37-201(b) a protected series designation pertaining to the protected series or under § 4-37-201(d) or § 4-37-202(c) a statement of designation change pertaining to the protected series;
(B) being or acting as a protected-series manager of the protected series;
(C) having the protected series be or act as a manager of the company; or
(D) owning a protected-series transferable interest of the protected series; and
(5) the liability of a protected series of a series limited liability company for a debt, obligation, or other liability of the company or of another protected series of the company if the debt, obligation, or liability is asserted solely by reason of:
(A) the protected series:
(i) being a protected series of the company or having as a protected-series manager the company or another protected series of the company; or
(ii) being or acting as a protected-series manager of another protected series of the company or a manager of the company; or
(B) the company owning a protected-series transferable interest of the protected series.
Cross-references
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Arkansas Code — all titles (historical 2020) · legal_authorities
4-37-201. Protected series designation — Amendment.
(a) With the affirmative vote or consent of all members of a limited liability company, the company may establish a protected series.
(b) To establish a protected series, a limited liability company shall deliver to the Secretary of State for filing a protected series designation, signed by the company, stating the name of the company and the name of the protected series to be established.
(c) A protected series is established when the protected series designation takes effect under § 4-32-206.
(d) To amend a protected series designation, a series limited liability company shall deliver to the Secretary of State for filing a statement of designation change, signed by the company, that changes the name of the company, the name of the protected series to which the designation applies, or both. The change takes effect when the statement of designation change takes effect under § 4-32-206.
(e) A record signed by a limited liability company must be signed by a person authorized by the company.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-37-201
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 4-37-201. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-37-202. Name.
(a) Except as otherwise provided in subsection (b), the name of a protected series must comply with § 4-32-103.
(b) The name of a protected series of a series limited liability company must:
(1) begin with the name of the company, including any word or abbreviation required by § 4-32-103; and
(2) contain the phrase “Protected Series” or “protected series” or the abbreviation “P.S.” or “PS”.
(c) If a series limited liability company changes its name, the company shall deliver to the Secretary of State for filing a statement of designation change for each of the company's protected series, changing the name of each protected series to comply with this section.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-37-202
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 4-37-202. This identifies an authority to review, not proof of applicability.