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4-37-106. Relation of operating agreement, this chapter, and the Small Business Entity Tax Pass Through Act.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-37-106. Relation of operating agreement, this chapter, and the Small Business Entity Tax Pass Through Act.
(a) Except as otherwise provided in this section and subject to § 4-37-107 and § 4-37-108, the operating agreement of a series limited liability company governs:
(1) the internal affairs of a protected series, 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) relations among the protected series, the company, and any other protected series of the company;
(3) relations between:
(A) the protected series, its protected-series manager, any associated member of the protected series, or any protected-series transferee of the protected series; and
(B) a person in the person's capacity as:
(i) a member of the company which is not an associated member of the protected series;
(ii) a protected-series transferee or protected-series manager of another protected series; or
(iii) a transferee of the company.
(b) If the Small Business Entity Tax Pass Through Act, § 4-32-101 et seq., restricts the power of an operating agreement to affect a matter, the restriction applies to a matter under this chapter in accordance with § 4-37-108.
(c) If law of
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-37-106
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:4-37-106
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 8cd6026bb370dbcb5012a5685ed2db43cd0befc1a87051189d1b6409c3d35ac9
Source location: content.xml paragraph 25008
Stored source content
4-37-106. Relation of operating agreement, this chapter, and the Small Business Entity Tax Pass Through Act.
(a) Except as otherwise provided in this section and subject to § 4-37-107 and § 4-37-108, the operating agreement of a series limited liability company governs:
(1) the internal affairs of a protected series, 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) relations among the protected series, the company, and any other protected series of the company;
(3) relations between:
(A) the protected series, its protected-series manager, any associated member of the protected series, or any protected-series transferee of the protected series; and
(B) a person in the person's capacity as:
(i) a member of the company which is not an associated member of the protected series;
(ii) a protected-series transferee or protected-series manager of another protected series; or
(iii) a transferee of the company.
(b) If the Small Business Entity Tax Pass Through Act, § 4-32-101 et seq., restricts the power of an operating agreement to affect a matter, the restriction applies to a matter under this chapter in accordance with § 4-37-108.
(c) If law of this state other than this chapter imposes a prohibition, limitation, requirement, condition, obligation, liability, or other restriction on a limited liability company, a member, manager, or other agent of the company, or a transferee of the company, except as otherwise provided in law of this state other than this chapter, the restriction applies in accordance with § 4-37-108.
(d) Except as otherwise provided in § 4-37-107, if the operating agreement of a series limited liability company does not provide for a matter described in subsection (a) in a manner permitted by this chapter, the matter is determined in accordance with the following rules:
(1) To the extent this chapter addresses the matter, this chapter governs.
(2) To the extent this chapter does not address the matter, the Small Business Entity Tax Pass Through Act, § 4-32-101 et seq., governs the matter in accordance with § 4-37-108.
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Arkansas Code — all titles (historical 2020) · legal_authorities
4-32-101. Title.
This chapter shall be known and may be cited as the “Small Business Entity Tax Pass Through Act”.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-32-101
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 4-32-101. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-37-107. Additional limitations on operating agreement.
(a) An operating agreement may not vary the effect of:
(1) this section;
(2) section 4-37-103;
(3) section 4-37-104(a);
(4) section 4-37-104(b) to provide a protected series a power beyond the powers the Small Business Entity Tax Pass Through Act, § 4-32-101 et seq., provides a limited liability company;
(5) section 4-37-104(c) or § 4-37-104(d);
(6) section 4-37-105;
(7) section 4-37-106;
(8) section 4-37-108;
(9) section 4-37-201, except to vary the manner in which a limited liability company approves establishing a protected series;
(10) section 4-37-202;
(11) section 4-37-301;
(12) section 4-37-302;
(13) section 4-37-303(a) or § 4-37-303(b);
(14) section 4-37-304(c), § 4-37-304(f), or § 4-37-304(g);
(15) section 4-37-401, except to decrease or eliminate a limitation of liability stated in § 4-37-401;
(16) section 4-37-402;
(17) section 4-37-403;
(18) section 4-37-404;
(19) section 4-37-501(1), § 4-37-501(4), and § 4-37-501(5);
(20) section 4-37-502, except to designate a different person to manage winding up;
(21) section 4-37-503;
(22) sections 4-37-601 et seq.;
(23) sections 4-37-701 et seq.;
(24) sections 4-37-801 et seq., except to vary:
(A) the manner in which a series limited liability company may elect under § 4-37-803(a)(2) to be subject to this chapter; or
(B) the person that has the right to sign and deliver to the Secretary of State for filing a record under § 4-37-803(b)(2); or
(25) a provision of this chapter pertaining to:
(A) registered agents; or
(B) the Secretary of State, including provisions pertaining to records authorized or required to be delivered to the Secretary of State for filing under this chapter.
(b) An operating agreeme
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-37-107
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 4-37-107. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-37-108. Rules for applying Small Business Entity Tax Pass Through Act to specified provisions of chapter.
(a) Except as otherwise provided in subsection (b) and § 4-37-107, the following rules apply in applying § 4-37-106, § 4-37-304(c) and § 4-37-304(f), § 4-37-501(4)(A), § 4-37-502(a), and § 4-37-503(2):
(1) a protected series of a series limited liability company is deemed to be a limited liability company that is formed separately from the series limited liability company and is distinct from the series limited liability company and any other protected series of the series limited liability company.
(2) an associated member of the protected series is deemed to be a member of the company deemed to exist under subdivision (a)(1).
(3) a protected-series transferee of the protected series is deemed to be a transferee of the company deemed to exist under subdivision (a)(1).
(4) a protected-series transferable interest of the protected series is deemed to be a transferable interest of the company deemed to exist under subdivision (a)(1).
(5) a protected-series manager is deemed to be a manager of the company deemed to exist under subdivision (a)(1).
(6) an asset of the protected series is deemed to be an asset of the company deemed to exist under subdivision (a)(1), whether or not the asset is an associated asset of the protected series.
(7) any creditor or other obligee of the protected series is deemed to be a creditor or obligee of the company deemed to exist under subdivision (a)(1).
(b) Subsection (a) does not apply if its application would:
(1) contravene § 4-32-404; or
(2) authorize or require the Secretary of State to:
(A) accept for filing a type of record that neither this chapter nor the Small Business Entity Tax Pass Through Act, § 4-
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-37-108
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 4-37-108. This identifies an authority to review, not proof of applicability.