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4-37-502. Winding up dissolved protected series.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-37-502. Winding up dissolved protected series.
(a) Subject to subsections (b) and (c) and in accordance with § 4-37-108:
(1) a dissolved protected series shall wind up its activities and affairs in the same manner that a limited liability company winds up its activities and affairs under § 4-32-903, subject to the same requirements and conditions and with the same effects; and
(2) judicial supervision or another judicial remedy is available in the winding up of the protected series to the same extent, in the same manner, under the same conditions, and with the same effects that apply under § 4-32-902.
(b) When a protected series of a series limited liability company dissolves, the company may deliver to the Secretary of State for filing a statement of protected series dissolution stating the name of the company and the protected series and that the protected series is dissolved. The filing of the statement by the Secretary of State has the same effect as the filing by the Secretary of State of a statement of dissolution under § 4-32-906.
(c) When a protected series of a series limited liability company has completed winding up, the company may deliver to the Secretary of State for filing a statement of designation cancellation stating the name of the company and the protected series and that the protected series is terminated. The filing of the statement by the Secretary of State has the same effect as the filing by the Secretary of State of a statement of termination under § 4-32-906.
(d) A series limited liability company has not completed its winding up until each of the protected series of the company has completed its winding up.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-37-502
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:4-37-502
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: ea1602bcb37032321c9607cedcebc7ea2d67b531d5d2580520552d15b355a3f5
Source location: content.xml paragraph 25319
Stored source content
4-37-502. Winding up dissolved protected series.
(a) Subject to subsections (b) and (c) and in accordance with § 4-37-108:
(1) a dissolved protected series shall wind up its activities and affairs in the same manner that a limited liability company winds up its activities and affairs under § 4-32-903, subject to the same requirements and conditions and with the same effects; and
(2) judicial supervision or another judicial remedy is available in the winding up of the protected series to the same extent, in the same manner, under the same conditions, and with the same effects that apply under § 4-32-902.
(b) When a protected series of a series limited liability company dissolves, the company may deliver to the Secretary of State for filing a statement of protected series dissolution stating the name of the company and the protected series and that the protected series is dissolved. The filing of the statement by the Secretary of State has the same effect as the filing by the Secretary of State of a statement of dissolution under § 4-32-906.
(c) When a protected series of a series limited liability company has completed winding up, the company may deliver to the Secretary of State for filing a statement of designation cancellation stating the name of the company and the protected series and that the protected series is terminated. The filing of the statement by the Secretary of State has the same effect as the filing by the Secretary of State of a statement of termination under § 4-32-906.
(d) A series limited liability company has not completed its winding up until each of the protected series of the company has completed its winding up.
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Arkansas Code — all titles (historical 2020) · legal_authorities
4-32-902. Judicial dissolution.
On application by or for a member, a circuit court may decree dissolution of a limited liability company whenever it is not reasonably practicable to carry on the business of the limited liability company in conformity with the operating agreement.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-32-902
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 4-32-902. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-32-903. Winding up.
Unless otherwise provided in writing in an operating agreement:
(1) The business or affairs of the limited liability company may be wound up:
(A) By the members or managers who have authority to manage the limited liability company prior to dissolution pursuant to § 4-32-401; or
(B) If one (1) or more of such members or managers have engaged in wrongful conduct, or upon other cause shown, by a circuit court on application of any member or any member's legal representative or assignee.
(2) The persons winding up the business or affairs of the limited liability company may, in the name of, and for and on behalf of, the limited liability company:
(A) Prosecute and defend suits;
(B) Settle and close the business of the limited liability company;
(C) Dispose of and transfer the property of the limited liability company;
(D) Discharge the liabilities of the limited liability company; and
(E) Distribute to the members any remaining assets of the limited liability company.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-32-903
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 4-32-903. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-32-906. Articles of dissolution.
After the dissolution of the limited liability company pursuant to § 4-32-901, the limited liability company may file articles of dissolution with the Secretary of State which set forth:
(1) The name of the limited liability company;
(2) The date of filing of its articles of organization and all amendments thereto;
(3) The reason for filing the articles of dissolution;
(4) The effective date, which shall be a date certain, of the articles of dissolution if they are not to be effective upon the filing; and
(5) Any other information the members or managers filing the certificate shall deem proper.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-32-906
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 4-32-906. 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.