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4-37-107. Additional limitations on operating agreement.
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. A text match is a research starting point; applicability is not established.
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Record provenance
Stable record: arkansas_code:legal_authorities:4-37-107
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 1748adcd8ac84d2ccc6c49571c7b2192e3c11716a5bc23a4c8187b27615b462c
Source location: content.xml paragraph 25037
Stored source content
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 agreement may not unreasonably restrict the duties and rights under § 4-37-305 but may impose reasonable restrictions on the availability and use of information obtained under § 4-37-305 and may provide appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use.
Cross-references
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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
4-37-103. 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. The source passage cites 4-37-103. This identifies an authority to review, not proof of applicability.
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
4-37-105. 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. The source passage cites 4-37-105. This identifies an authority to review, not proof of applicability.