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4-37-703. Registration of foreign protected series.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-37-703. Registration of foreign protected series.
(a) Except as otherwise provided in this section and subject to § 4-37-402 and § 4-37-404, the law of this state governing the registration of a foreign limited liability company to do business in this state, including the consequences of not complying with that law, applies to a foreign protected series of a foreign series limited liability company as if the foreign protected series were a foreign limited liability company formed separately from the foreign series limited liability company and distinct from the foreign series limited liability company and any other foreign protected series of the foreign series limited liability company.
(b) An application by a foreign protected series of a foreign series limited liability company for registration to do business in this state must include:
(1) the name and jurisdiction of formation of the foreign series limited liability company; and
(2) if the company has other foreign protected series, the name and street and mailing address of an individual who knows the name and street and mailing address of:
(A) each other foreign protected series of the foreign series limited liability company; and
(B) the foreign protected-series manager of and agent for service of process for each other foreign protected series of the foreign series limited liability company.
(c) The name of a foreign protected series applying for registration or registered to do business in this state must comply with § 4-37-202 and may do so using § 4-32-108, if the fictitious name complies with § 4-37-202.
(d) The requirement in § 4-32-1309 to amend a statement of registration to update information applies to the information required by subsection (b).
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-37-703
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:4-37-703
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: bd6c837bb42a4471ac79d15b21d572ef2e5738394493cbae226aa58612f555cd
Source location: content.xml paragraph 25504
Stored source content
4-37-703. Registration of foreign protected series.
(a) Except as otherwise provided in this section and subject to § 4-37-402 and § 4-37-404, the law of this state governing the registration of a foreign limited liability company to do business in this state, including the consequences of not complying with that law, applies to a foreign protected series of a foreign series limited liability company as if the foreign protected series were a foreign limited liability company formed separately from the foreign series limited liability company and distinct from the foreign series limited liability company and any other foreign protected series of the foreign series limited liability company.
(b) An application by a foreign protected series of a foreign series limited liability company for registration to do business in this state must include:
(1) the name and jurisdiction of formation of the foreign series limited liability company; and
(2) if the company has other foreign protected series, the name and street and mailing address of an individual who knows the name and street and mailing address of:
(A) each other foreign protected series of the foreign series limited liability company; and
(B) the foreign protected-series manager of and agent for service of process for each other foreign protected series of the foreign series limited liability company.
(c) The name of a foreign protected series applying for registration or registered to do business in this state must comply with § 4-37-202 and may do so using § 4-32-108, if the fictitious name complies with § 4-37-202.
(d) The requirement in § 4-32-1309 to amend a statement of registration to update information applies to the information required by subsection (b).
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Arkansas Code — all titles (historical 2020) · legal_authorities
4-32-108. Use of fictitious names.
(a) No limited liability company, domestic or foreign, shall conduct any business in this state under a fictitious name unless it first files with the Secretary of State a form supplied or approved by the Secretary of State giving the following information:
(1) The fictitious name under which business is being or will be conducted by the applicant limited liability company;
(2) A brief statement of the character of business to be conducted under the fictitious name; and
(3) The name of the limited liability company, the state of organization, and location, giving the city and street address, of the registered office in the state of the applicant limited liability company.
(b) Each such form shall be executed, without verification, in duplicate and filed with the Secretary of State. The Secretary of State shall retain one (1) counterpart; and the other counterpart, bearing the file marks of the Secretary of State, shall be returned to the limited liability company. However, the Secretary of State shall not accept such filing if the proposed fictitious name is the same as, or confusingly similar to, the name of any domestic corporation, limited liability company, limited partnership, limited liability partnership or any other entity registered with the Secretary of State, or any foreign entity authorized to do business in the state or any name reserved or registered under §§ 4-27-402, 4-27-403, 4-32-104, or 4-47-109.
(c) Copies of such filed forms, certified by the respective filing officers, shall be admitted in evidence where the question of filing may be material.
(d) If, after a filing under this section, the applicant limited liability company is dissolved, or, being a foreign limited liability company, surrenders or f
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-32-108
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 4-32-108. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-37-202. Name.
(a) Except as otherwise provided in subsection (b), the name of a protected series must comply with § 4-32-103.
(b) The name of a protected series of a series limited liability company must:
(1) begin with the name of the company, including any word or abbreviation required by § 4-32-103; and
(2) contain the phrase “Protected Series” or “protected series” or the abbreviation “P.S.” or “PS”.
(c) If a series limited liability company changes its name, the company shall deliver to the Secretary of State for filing a statement of designation change for each of the company's protected series, changing the name of each protected series to comply with this section.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-37-202
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 4-37-202. This identifies an authority to review, not proof of applicability.
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.