Browse Arkansas Code titles and sections
4-37-701. Governing law.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-37-701. Governing law.
The law of the jurisdiction of formation of a foreign series limited liability company governs:
(1) the internal affairs of a foreign protected series of the company, including:
(A) relations among any associated members of the foreign protected series;
(B) relations between the foreign protected series and:
(i) any associated member;
(ii) the protected-series manager; or
(iii) any protected-series transferee;
(C) relations between any associated member and:
(i) the protected-series manager:
(ii) any protected-series transferee;
(D) the rights and duties of a protected-series manager;
(E) governance decisions affecting the activities and affairs of the foreign protected series and the conduct of those activities and affairs; and
(F) procedures and conditions for becoming an associated member or protected-series transferee;
(2) relations between the foreign protected series and:
(A) the company;
(B) another foreign protected series of the company;
(C) a member of the company which is not an associated member of the foreign protected series;
(D) a foreign protected-series manager that is not a protected-series manager of the protected series;
(E) a foreign protected-series transferee that is not a foreign protected-series transferee of the protected series; and
(F) a transferee of a transferable interest of the company;
(3) except as otherwise provided in § 4-37-402 and § 4-37-404, the liability of a person for a debt, obligation, or other liability of a foreign protected series of a foreign series limited liability company if the debt, obligation, or liability is asserted solely by reason of the person being or acting as:
(A) an associated member, protected-series transferee, or protected-series manager
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-37-701
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:4-37-701
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 78766864d148330483bad5541b4c562fbff305b73551a53ddff41e1c2a547395
Source location: content.xml paragraph 25458
Stored source content
4-37-701. Governing law.
The law of the jurisdiction of formation of a foreign series limited liability company governs:
(1) the internal affairs of a foreign protected series of the company, including:
(A) relations among any associated members of the foreign protected series;
(B) relations between the foreign protected series and:
(i) any associated member;
(ii) the protected-series manager; or
(iii) any protected-series transferee;
(C) relations between any associated member and:
(i) the protected-series manager:
(ii) any protected-series transferee;
(D) the rights and duties of a protected-series manager;
(E) governance decisions affecting the activities and affairs of the foreign protected series and the conduct of those activities and affairs; and
(F) procedures and conditions for becoming an associated member or protected-series transferee;
(2) relations between the foreign protected series and:
(A) the company;
(B) another foreign protected series of the company;
(C) a member of the company which is not an associated member of the foreign protected series;
(D) a foreign protected-series manager that is not a protected-series manager of the protected series;
(E) a foreign protected-series transferee that is not a foreign protected-series transferee of the protected series; and
(F) a transferee of a transferable interest of the company;
(3) except as otherwise provided in § 4-37-402 and § 4-37-404, the liability of a person for a debt, obligation, or other liability of a foreign protected series of a foreign series limited liability company if the debt, obligation, or liability is asserted solely by reason of the person being or acting as:
(A) an associated member, protected-series transferee, or protected-series manager of the foreign protected series;
(B) a member of the company which is not an associated member of the foreign protected series;
(C) a protected-series manager of another foreign protected series of the company;
(D) a protected-series transferee of another foreign protected series of the company;
(E) a manager of the company; or
(F) a transferee of a transferable interest of the company; and
(4) except as otherwise provided in § 4-37-402 and § 4-37-404:
(A) the liability of the foreign series limited liability company for a debt, obligation, or other liability of a foreign protected series of the company if the debt, obligation, or liability is asserted solely by reason of the foreign protected series being a foreign protected series of the company or the company:
(i) being or acting as a foreign protected-series manager of the foreign protected series;
(ii) having the foreign protected series manage the company; or
(iii) owning a protected-series transferable interest of the foreign protected series; and
(B) the liability of a foreign protected series for a debt, obligation, or other liability of the company or another foreign protected series of the company if the debt, obligation, or liability is asserted solely by reason of the foreign protected series:
(i) being a foreign protected series of the company or having the company or another foreign protected series of the company be or act as foreign protected-series manager of the foreign protected series; or
(ii) managing the company or being or acting as a foreign protected-series manager of another foreign protected series of the company.
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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. The source passage cites 4-37-402. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-37-404. Enforcement against non-associated asset.
(a) In this section:
(1) “Enforcement date” means 12:01 a.m. on the date on which a claimant first serves process on a series limited liability company or protected series in an action seeking to enforce under this section a claim against an asset of the company or protected series by attachment, levy, or the like.
(2) Subject to § 4-37-608(b), “incurrence date” means the date on which a series limited liability company or protected series incurred the liability giving rise to a claim that a claimant seeks to enforce under this section.
(b) If a claim against a series limited liability company or a protected series of the company has been reduced to judgment, in addition to any other remedy provided by law or equity, the judgment may be enforced in accordance with the following rules:
(1) A judgment against the company may be enforced against an asset of a protected series of the company if the asset:
(A) was a non-associated asset of the protected series on the incurrence date; or
(B) is a non-associated asset of the protected series on the enforcement date.
(2) A judgment against a protected series may be enforced against an asset of the company if the asset:
(A) was a non-associated asset of the company on the incurrence date; or
(B) is a non-associated asset of the company on the enforcement date.
(3) A judgment against a protected series may be enforced against an asset of another protected series of the company if the asset:
(A) was a non-associated asset of the other protected series on the incurrence date; or
(B) is a non-associated asset of the other protected series on the enforcement date.
(c) In addition to any other remedy provided by law or equity, if a claim against a series l
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-37-404
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 4-37-404. This identifies an authority to review, not proof of applicability.