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4-37-108. Rules for applying Small Business Entity Tax Pass Through Act to specified provisions of chapter.
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. A text match is a research starting point; applicability is not established.
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Stable record: arkansas_code:legal_authorities:4-37-108
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 8c63d24dc8cfdca8422b3718be614faebd1aed642253b6503158fa531abdc69d
Source location: content.xml paragraph 25072
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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, § 4-32-101 et seq., authorizes or requires a person to deliver to the Secretary of State for filing; or
(B) make or deliver a record that neither this chapter nor the Small Business Entity Tax Pass Through Act, § 4-32-101 et seq., authorizes or requires the Secretary of State to make or deliver.
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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. The source passage cites 4-37-106. 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
4-37-304. Management.
(a) A protected series may have more than one protected-series manager.
(b) If a protected series has no associated members, the series limited liability company is the protected-series manager.
(c) Section 4-37-108 applies to determine any duties of a protected-series manager of a protected series of a series limited liability company to:
(1) the protected series;
(2) any associated member of the protected series; and
(3) any protected-series transferee of the protected series.
(d) Solely by reason of being or acting as a protected-series manager of a protected series of a series limited liability company, a person owes no duty to:
(1) the company;
(2) another protected series of the company; or
(3) another person in that person's capacity as:
(A) a member of the company which is not an associated member of the protected series;
(B) a protected-series transferee or protected-series manager of another protected series; or
(C) a transferee of the company.
(e) An associated member of a protected series of a series limited liability company has the same rights as any other member of the company to vote on or consent to an amendment to the company's operating agreement or any other matter being decided by the members, whether or not the amendment or matter affects the interests of the protected series or the associated member.
(f) Section 4-32-1102 applies to a protected series in accordance with § 4-37-108.
(g) An associated member of a protected series is an agent for the protected series with power to bind the protected series to the same extent that a member of a limited liability company is an agent for the company with power to bind the company under § 4-32-301.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-37-304
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 4-37-304. 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.