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4-37-402. Claim seeking to disregard limitation of liability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-37-402. Claim seeking to disregard limitation of liability.
(a) Except as otherwise provided in subsection (b), a claim seeking to disregard a limitation in § 4-37-401 is governed by the principles of law and equity, including a principle providing a right to a creditor or holding a person liable for a debt, obligation, or other liability of another person, which would apply if each protected series of a series limited liability company were a limited liability company formed separately from the series limited liability company and distinct from the series limited liability company and any other protected series of the series limited liability company.
(b) The failure of a limited liability company or a protected series to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground to disregard a limitation in § 4-37-401(a) but may be a ground to disregard a limitation in § 4-37-401(b) for monetary damages under § 4-32-404.
(c) This section applies to a claim seeking to disregard a limitation of liability applicable to a foreign series limited liability company or foreign protected series and comparable to a limitation stated in § 4-37-401, if:
(1) the claimant is a resident of this state or doing business or registered to do business in this state; or
(2) the claim is to establish or enforce a liability arising under law of this state other than this chapter or from an act or omission in this state.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-37-402
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:4-37-402
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 59f9866061b3b961b1dcee6baa2bd5f0643f8dec99338cd949e9dff4bb471f2b
Source location: content.xml paragraph 25264
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4-37-402. Claim seeking to disregard limitation of liability.
(a) Except as otherwise provided in subsection (b), a claim seeking to disregard a limitation in § 4-37-401 is governed by the principles of law and equity, including a principle providing a right to a creditor or holding a person liable for a debt, obligation, or other liability of another person, which would apply if each protected series of a series limited liability company were a limited liability company formed separately from the series limited liability company and distinct from the series limited liability company and any other protected series of the series limited liability company.
(b) The failure of a limited liability company or a protected series to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground to disregard a limitation in § 4-37-401(a) but may be a ground to disregard a limitation in § 4-37-401(b) for monetary damages under § 4-32-404.
(c) This section applies to a claim seeking to disregard a limitation of liability applicable to a foreign series limited liability company or foreign protected series and comparable to a limitation stated in § 4-37-401, if:
(1) the claimant is a resident of this state or doing business or registered to do business in this state; or
(2) the claim is to establish or enforce a liability arising under law of this state other than this chapter or from an act or omission in this state.
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Arkansas Code — all titles (historical 2020) · legal_authorities
4-32-404. Limitation of liability and indemnification of members and managers.
An operating agreement which is in writing may:
(1) Eliminate or limit the personal liability of a member or manager for monetary damages for breach of any duty provided for in § 4-32-402; and
(2) Provide for indemnification of a member or manager for judgments, settlements, penalties, fines, or expenses incurred in a proceeding to which a person is a party because the person is or was a member or manager.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-32-404
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 4-32-404. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-37-401. Limitations on liability.
(a) A person is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of:
(1) a protected series of a series limited liability company solely by reason of being or acting as:
(A) an associated member, series manager, or protected-series transferee of the protected series; or
(B) a member, manager, or a transferee of the company; or
(2) a series limited liability company solely by reason of being or acting as an associated member, protected-series manager, or protected-series transferee of a protected series of the company.
(b) Subject to § 4-37-404, the following rules apply:
(1) A debt, obligation, or other liability of a series limited liability company is solely the debt, obligation, or liability of the company.
(2) A debt, obligation, or other liability of a protected series is solely the debt, obligation, or liability of the protected series.
(3) A series limited liability company is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of a protected series of the company solely by reason of the protected series being a protected series of the company or the company:
(A) being or acting as a protected-series manager of the protected series;
(B) having the protected series manage the company; or
(C) owning a protected-series transferable interest of the protected series.
(4) A protected series of a series limited liability company is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the company or another protected series of the company solely by reason of:
(A) being a protected series of the company;
(B) being
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-37-401
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 4-37-401. This identifies an authority to review, not proof of applicability.