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4-37-501. Events causing dissolution of protected series.
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. A text match is a research starting point; applicability is not established.
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Record provenance
Stable record: arkansas_code:legal_authorities:4-37-501
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: ca116b0cd06f43a5ddba21713b5f60d9afa84728e2a6b7451f5168743f3cd122
Source location: content.xml paragraph 25307
Stored source content
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.
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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.