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4-46-101. Definitions.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-46-101. Definitions.
(1) “Business” includes every trade, occupation, and profession.
(2) “Debtor in bankruptcy” means a person who is the subject of:
(i) an order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application; or
(ii) a comparable order under federal, state, or foreign law governing insolvency.
(3) “Distribution” means a transfer of money or other property from a partnership to a partner in the partner's capacity as a partner or to the partner's transferee.
(4) “Foreign limited liability partnership” means a partnership that:
(i) is formed under laws other than the laws of this state; and
(ii) has the status of a limited liability partnership under those laws.
(5) “Limited liability partnership” means a partnership that has filed a statement of qualification under § 4-46-1001 and does not have a similar statement in effect in any other jurisdiction.
(6) “Partnership” means an association of two (2) or more persons to carry on as co-owners a business for profit formed under § 4-46-202, predecessor law, or comparable law of another jurisdiction.
(7) “Partnership agreement” means the agreement, whether written, oral, or implied, among the partners concerning the partnership, including amendments to the partnership agreement.
(8) “Partnership at will” means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking.
(9) “Partnership interest” or “partner's interest in the partnership” means all of a partner's interests in the partnership, including the partner's transferable interest and all management and other rights.
(10) “Person” means an individual, corporation, busi
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-46-101
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:4-46-101
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 4566c5d7f9f03422a0354e13a950abfe464a608d864cf1f21af3009af971b6b9
Source location: content.xml paragraph 26069
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4-46-101. Definitions.
(1) “Business” includes every trade, occupation, and profession.
(2) “Debtor in bankruptcy” means a person who is the subject of:
(i) an order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application; or
(ii) a comparable order under federal, state, or foreign law governing insolvency.
(3) “Distribution” means a transfer of money or other property from a partnership to a partner in the partner's capacity as a partner or to the partner's transferee.
(4) “Foreign limited liability partnership” means a partnership that:
(i) is formed under laws other than the laws of this state; and
(ii) has the status of a limited liability partnership under those laws.
(5) “Limited liability partnership” means a partnership that has filed a statement of qualification under § 4-46-1001 and does not have a similar statement in effect in any other jurisdiction.
(6) “Partnership” means an association of two (2) or more persons to carry on as co-owners a business for profit formed under § 4-46-202, predecessor law, or comparable law of another jurisdiction.
(7) “Partnership agreement” means the agreement, whether written, oral, or implied, among the partners concerning the partnership, including amendments to the partnership agreement.
(8) “Partnership at will” means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking.
(9) “Partnership interest” or “partner's interest in the partnership” means all of a partner's interests in the partnership, including the partner's transferable interest and all management and other rights.
(10) “Person” means an individual, corporation, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.
(11) “Property” means all property, real, personal, or mixed, tangible or intangible, or any interest therein.
(12) “State” means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, or any territory or insular possession subject to the jurisdiction of the United States.
(13) “Statement” means a statement of partnership authority under § 4-46-303, a statement of denial under § 4-46-304, a statement of dissociation under § 4-46-704, a statement of dissolution under § 4-46-805, a statement of merger under § 4-46-908, a statement of qualification under § 4-46-1001, a statement of foreign qualification under § 4-46-1102, or an amendment or cancellation of any of the foregoing.
(14) “Transfer” includes an assignment, conveyance, lease, mortgage, deed, and encumbrance.
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Arkansas Code — all titles (historical 2020) · legal_authorities
4-46-1001. Statement of qualification.
(a) A partnership may become a limited liability partnership pursuant to this section.
(b) The terms and conditions on which a partnership becomes a limited liability partnership must be approved by the vote necessary to amend the partnership agreement except, in the case of a partnership agreement that expressly considers contribution obligations, the vote necessary to amend those provisions.
(c) After the approval required by subsection (b) of this section, a partnership may become a limited liability partnership by filing a statement of qualification. The statement must contain:
(1) the name of the partnership;
(2) the street address of the partnership's chief executive office and, if different, the street address of an office in this State, if any;
(3) if there is no office in this State, the information required by § 4-20-105(a);
(4) a statement that the partnership elects to be a limited liability partnership; and
(5) a deferred effective date, if any.
(d) [Reserved.]
(e) The status of a partnership as a limited liability partnership is effective on the later of the filing of the statement or a date specified in the statement. The status remains effective, regardless of changes in the partnership, until it is canceled pursuant to § 4-46-105(d) or revoked pursuant to § 4-46-1003.
(f) The status of a partnership as a limited liability partnership and the liability of its partners is not affected by errors or later changes in the information required to be contained in the statement of qualification under subsection (c) of this section.
(g) The filing of a statement of qualification establishes that a partnership has satisfied all conditions precedent to the qualification of the partnership as a limited l
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-46-1001
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 4-46-1001. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-46-202. Formation of partnership.
(a) Except as otherwise provided in subsection (b) of this section, the association of two (2) or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership.
(b) An association formed under a statute other than this chapter, a predecessor statute, or a comparable statute of another jurisdiction is not a partnership under this chapter.
(c) In determining whether a partnership is formed, the following rules apply:
(1) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not by itself establish a partnership, even if the co-owners share profits made by the use of the property.
(2) The sharing of gross returns does not by itself establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived.
(3) A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment:
(i) of a debt by installments or otherwise;
(ii) for services as an independent contractor or of wages or other compensation to an employee;
(iii) of rent;
(iv) of an annuity or other retirement or health benefit to a beneficiary, representative, or designee of a deceased or retired partner;
(v) of interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral, or rights to income, proceeds, or increase in value derived from the collateral; or
(vi) for the sale of the goodwill of a business or other property by installments or otherwise.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-46-202
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 4-46-202. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-46-303. Statement of partnership authority.
(a) A partnership may file a statement of partnership authority, which:
(1) must include:
(i) the name of the partnership;
(ii) the street address of its chief executive office and of one (1) office in this State, if there is one;
(iii) the names and mailing addresses of all of the partners or of an agent appointed and maintained by the partnership for the purpose of subsection (b) of this section; and
(iv) the names of the partners authorized to execute an instrument transferring real property held in the name of the partnership; and
(2) may state the authority, or limitations on the authority, of some or all of the partners to enter into other transactions on behalf of the partnership and any other matter.
(b) If a statement of partnership authority names an agent, the agent shall maintain a list of the names and mailing addresses of all of the partners and make it available to any person on request for good cause shown.
(c) If a filed statement of partnership authority is executed pursuant to § 4-46-105(c) and states the name of the partnership but does not contain all of the other information required by subsection (a) of this section, the statement nevertheless operates with respect to a person not a partner as provided in subsections (d) and (e) of this section.
(d) Except as otherwise provided in subsection (g) of this section, a filed statement of partnership authority supplements the authority of a partner to enter into transactions on behalf of the partnership as follows:
(1) Except for transfers of real property, a grant of authority contained in a filed statement of partnership authority is conclusive in favor of a person who gives value without knowledge to the contrary, so long as and to t
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-46-303
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 4-46-303. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-46-304. Statement of denial.
A partner or other person named as a partner in a filed statement of partnership authority or in a list maintained by an agent pursuant to § 4-46-303(b) may file a statement of denial stating:
(1) The name of the partnership;
(2) The name of the person filing the denial; and
(3) The fact that is being denied which may include denial of a person's authority or status as a partner. A statement of denial is a limitation on authority as provided in § 4-46-303(d) and (e).
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-46-304
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 4-46-304. This identifies an authority to review, not proof of applicability.