Browse Arkansas Code titles and sections
4-37-604. Merger authorized — Parties restricted.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-37-604. Merger authorized — Parties restricted.
A series limited liability company may be party to a merger in accordance with § 4-32-1206, this section, and § 4-37-605 through 4-37-608 only if:
(1) each other party to the merger is a domestic limited liability company; and
(2) the surviving company is not created in the merger.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-37-604
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:4-37-604
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 7a505614079b293313a468c930e00a67346f1b0d561d00a9601cb0d50cb96a8a
Source location: content.xml paragraph 25372
Stored source content
4-37-604. Merger authorized — Parties restricted.
A series limited liability company may be party to a merger in accordance with § 4-32-1206, this section, and § 4-37-605 through 4-37-608 only if:
(1) each other party to the merger is a domestic limited liability company; and
(2) the surviving company is not created in the merger.
Cross-references
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Arkansas Code — all titles (historical 2020) · legal_authorities
4-32-1206. Merger.
(a) A limited liability company may merge with one (1) or more other constituent organizations under this section and §§ 4-32-1207 — 4-32-1209 and a plan of merger, if:
(1) The governing statute of each of the other organizations authorizes the merger;
(2) The merger is not prohibited by the law of a jurisdiction that enacted any of the governing statutes; and
(3) Each of the other organizations complies with its governing statute in effecting the merger.
(b) A plan of merger shall be in a record and shall include:
(1) The name and form of each constituent organization;
(2) The name and form of the surviving organization;
(3) The terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration; and
(4) Any amendments to be made by the merger to the surviving organization's organizational documents.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-32-1206
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 4-32-1206. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-37-605. Plan of merger.
In a merger under § 4-37-604, the plan of merger must:
(1) comply with § 4-32-1206; and
(2) state in a record:
(A) for any protected series of a non-surviving company, whether after the merger the protected series will be a relocated protected series or be dissolved, wound up, and terminated;
(B) for any protected series of the surviving company which exists before the merger, whether after the merger the protected series will be a continuing protected series or be dissolved, wound up, and terminated;
(C) for each relocated protected series or continuing protected series:
(i) the name of any person that becomes an associated member or protected-series transferee of the protected series after the merger, any consideration to be paid by, on behalf of, or in respect of the person, the name of the payor, and the name of the payee;
(ii) the name of any person whose rights or obligations in the person's capacity as an associated member or protected-series transferee will change after the merger;
(iii) any consideration to be paid to a person who before the merger was an associated member or protected-series transferee of the protected series and the name of the payor; and
(iv) if after the merger the protected series will be a relocated protected series, its new name;
(D) for any protected series to be established by the surviving company as a result of the merger:
(i) the name of the protected series;
(ii) any protected-series transferable interest to be owned by the surviving company when the protected series is established; and
(iii) the name of and any protected-series transferable interest owned by any person that will be an associated member of the protected series when the protected series is established; and
(E) f
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-37-605
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 4-37-605. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-37-608. Application of § 4-37-404 after merger.
(a) A creditor's right that existed under § 4-37-404 immediately before a merger under § 4-37-604 may be enforced after the merger in accordance with the following rules:
(1) A creditor's right that existed immediately before the merger against the surviving company, a continuing protected series, or a relocated protected series continues without change after the merger.
(2) A creditor's right that existed immediately before the merger against a nonsurviving company:
(A) may be asserted against an asset of the non-surviving company which vested in the surviving company as a result of the merger; and
(B) does not otherwise change.
(3) Subject to subsection (b), the following rules apply:
(A) In addition to the remedy stated in subdivision (a)(1), a creditor with a right under § 4-37-404 which existed immediately before the merger against a non-surviving company or a relocated protected series may assert the right against:
(i) an asset of the surviving company, other than an asset of the non-surviving company which vested in the surviving company as a result of the merger;
(ii) an asset of a continuing protected series; or
(iii) an asset of a protected series established by the surviving company as a result of the merger;
(iv) if the creditor's right was against an asset of the non-surviving company, an asset of a relocated series; or
(v) if the creditor's right was against an asset of a relocated protected series, an asset of another relocated protected series.
(B) In addition to the remedy stated in subdivision (a)(2), a creditor with a right that existed immediately before the merger against the surviving company or a continuing protected series may assert the right against:
(i) an asset of a
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-37-608
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 4-37-608. This identifies an authority to review, not proof of applicability.