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4-46-702. Dissociated partner's power to bind and liability to partnership.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-46-702. Dissociated partner's power to bind and liability to partnership.
(a) For two (2) years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a converted or surviving organization under § 4-46-901 et seq., is bound by an act of the dissociated partner which would have bound the partnership under § 4-46-301 before dissociation only if at the time of entering into the transaction the other party:
(1) reasonably believed that the dissociated partner was then a partner;
(2) did not have notice of the partner's dissociation; and
(3) is not deemed to have had knowledge under § 4-46-303(e) or notice under § 4-46-704(c).
(b) A dissociated partner is liable to the partnership for any damage caused to the partnership arising from an obligation incurred by the dissociated partner after dissociation for which the partnership is liable under subsection (a) of this section.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-46-702
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:4-46-702
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 4777a24ecfd3215be05f5d877b2841416b611a868796757dcac5f4962cb56ac1
Source location: content.xml paragraph 26557
Stored source content
4-46-702. Dissociated partner's power to bind and liability to partnership.
(a) For two (2) years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a converted or surviving organization under § 4-46-901 et seq., is bound by an act of the dissociated partner which would have bound the partnership under § 4-46-301 before dissociation only if at the time of entering into the transaction the other party:
(1) reasonably believed that the dissociated partner was then a partner;
(2) did not have notice of the partner's dissociation; and
(3) is not deemed to have had knowledge under § 4-46-303(e) or notice under § 4-46-704(c).
(b) A dissociated partner is liable to the partnership for any damage caused to the partnership arising from an obligation incurred by the dissociated partner after dissociation for which the partnership is liable under subsection (a) of this section.
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Arkansas Code — all titles (historical 2020) · legal_authorities
4-46-301. Partner agent of partnership.
Subject to the effect of a statement of partnership authority under § 4-46-303:
(1) Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership, unless the partner had no authority to act for the partnership in the particular matter and the person with whom the partner was dealing knew or had received a notification that the partner lacked authority.
(2) An act of a partner which is not apparently for carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership only if the act was authorized by the other partners.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-46-301
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 4-46-301. 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
4-46-704. Statement of dissociation.
(a) A dissociated partner or the partnership may file a statement of dissociation stating:
(1) The name of the partnership;
(2) The name and mailing address of the dissociated partner;
(3) That the partner is dissociated from the partnership; and
(4) The date the dissociation is effective.
(b) A statement of dissociation is a limitation on the authority of a dissociated partner for the purposes of § 4-46-303(d) and (e).
(c) For the purposes of §§ 4-46-702(a)(3) and 4-46-703(b)(3), a person not a partner is deemed to have notice of the dissociation ninety (90) days after the statement of dissociation is filed.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-46-704
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 4-46-704. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-46-901. Definitions.
In this subchapter:
(1) “Constituent partnership” means a constituent organization that is a partnership (including a limited liability partnership);
(2) “Constituent organization” means an organization that is party to a merger;
(3) “Converted organization” means the organization into which a converting organization converts under §§ 4-46-902 — 4-46-905;
(4) “Converting partnership” means a converting organization that is a partnership (including a limited liability partnership);
(5) “Converting organization” means an organization that converts into another organization under § 4-46-902;
(6) “Governing statute” of an organization means the statute that governs the organization's internal affairs;
(7) “In a record” means maintained or kept on file by the organization at an office of the organization or with the Secretary of State;
(8)(A) “Organization” means:
(i) A partnership, including a limited liability partnership;
(ii) A limited partnership, including a limited liability limited partnership;
(iii) A limited liability company;
(iv) A business trust;
(v) A corporation; or
(vi) Any other entity that has a governing statute.
(B) “Organization” includes a domestic or foreign organization whether or not the organization is organized for profit;
(9) “Organizational documents” means:
(A) For a domestic or foreign general partnership, its partnership agreement and if applicable statement of qualification;
(B) For a domestic or foreign limited partnership, its certificate of limited partnership and partnership agreement;
(C) For a domestic or foreign limited liability company, its articles of organization and operating agreement, or the comparable records provided for in its governing statute;
(D) For a busines
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-46-901
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 4-46-901. This identifies an authority to review, not proof of applicability.