Browse Arkansas Code titles and sections
4-37-304. Management.
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. A text match is a research starting point; applicability is not established.
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Record provenance
Stable record: arkansas_code:legal_authorities:4-37-304
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 7b1f2c7360302c53dc7a7c4e1f04af087f0f9bf8d1c6513ab99b79ad91cdf6f0
Source location: content.xml paragraph 25211
Stored source content
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.
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Arkansas Code — all titles (historical 2020) · legal_authorities
4-32-1102. Authority to sue on behalf of limited liability company.
Unless otherwise provided in an operating agreement, a suit on behalf of the limited liability company may be brought only in the name of the limited liability company by:
(1) One (1) or more members of a limited liability company, whether or not an operating agreement vests management of the limited liability company in one (1) or more managers, who are authorized to sue by the vote of more than one-half (½) by number of the members eligible to vote thereon, unless the vote of all members shall be required pursuant to § 4-32-403(b), provided that in determining the vote required under § 4-32-403, the vote of any member who has an interest in the outcome of the suit that is adverse to the interest of the limited liability company shall be excluded; or
(2) One (1) or more managers of a limited liability company, if an operating agreement vests management of the limited liability company in one (1) or more managers, who are authorized to do so by the vote required pursuant to § 4-32-403 of the members eligible to vote thereon, provided that in determining the required vote, the vote of any manager who has an interest in the outcome of the suit that is adverse to the interest of the limited liability company shall be excluded.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-32-1102
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 4-32-1102. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-32-301. Agency power of members and managers.
(a) Except as provided in subsection (b) of this section, every member is an agent of the limited liability company for the purpose of its business or affairs, and the act of any member, including, but not limited to, the execution in the name of the limited liability company of any instrument, for apparently carrying on in the usual way the business or affairs of the limited liability company of which he or she is a member, binds the limited liability company, unless the member so acting has, in fact, no authority to act for the limited liability company in the particular matter, and the person with whom the member is dealing has knowledge of the fact that the member has no such authority.
(b) If the articles of organization provide that management of the limited liability company is vested in a manager or managers:
(1) No member solely by reason of being a member is an agent of the limited liability company; and
(2) Every manager is an agent of the limited liability company for the purpose of its business or affairs, and the act of any manager, including, but not limited to, the execution in the name of the limited liability company of any instrument, for apparently carrying on in the usual way the business or affairs of the limited liability company of which he or she is a manager binds the limited liability company, unless the manager so acting has, in fact, no authority to act for the limited liability company in the particular matter, and the person with whom the manager is dealing has knowledge of the fact that the manager has no such authority.
(c) An act of a manager or a member which is not apparently for the carrying on in the usual way the business or affairs of the limited liability company does not
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-32-301
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 4-32-301. 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.