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4-37-803. Transitional provisions.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-37-803. Transitional provisions.
(a) Before January 1, 2020, this chapter governs only:
(1) a series limited liability company formed, or a protected series established, on or after October 1, 2019; and
(2) a limited liability company that is a series limited liability company before October 1, 2019, and elects, in the manner provided in its operating agreement or by law for amending the operating agreement, to be subject to this chapter.
(b) If a series limited liability company elects under subdivision (a)(2) to be subject to this chapter:
(1) the election applies to each protected series of the company, whenever established; and
(2) a manager of the company has the right to sign and deliver to the Secretary of State for filing any record necessary to comply with this chapter, whether the record pertains to the company, a protected series of the company, or both.
(c) On and after January 1, 2020, this chapter governs all series limited liability companies and protected series.
(d) Until October 1, 2020, § 4-37-402 and § 4-37-404 do not apply to a foreign protected series that was established before October 1, 2019, or a foreign limited liability company that became a foreign series limited liability company before October 1, 2019.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-37-803
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:4-37-803
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: f6633dd35bffd613423b9b94b09d2b17ce98560799d5f8db03a0a1b338afb1aa
Source location: content.xml paragraph 25547
Stored source content
4-37-803. Transitional provisions.
(a) Before January 1, 2020, this chapter governs only:
(1) a series limited liability company formed, or a protected series established, on or after October 1, 2019; and
(2) a limited liability company that is a series limited liability company before October 1, 2019, and elects, in the manner provided in its operating agreement or by law for amending the operating agreement, to be subject to this chapter.
(b) If a series limited liability company elects under subdivision (a)(2) to be subject to this chapter:
(1) the election applies to each protected series of the company, whenever established; and
(2) a manager of the company has the right to sign and deliver to the Secretary of State for filing any record necessary to comply with this chapter, whether the record pertains to the company, a protected series of the company, or both.
(c) On and after January 1, 2020, this chapter governs all series limited liability companies and protected series.
(d) Until October 1, 2020, § 4-37-402 and § 4-37-404 do not apply to a foreign protected series that was established before October 1, 2019, or a foreign limited liability company that became a foreign series limited liability company before October 1, 2019.
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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.