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4-46-703. Dissociated partner's liability to other persons.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-46-703. Dissociated partner's liability to other persons.
(a) A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in subsection (b) of this section.
(b) A partner who dissociates without resulting in a dissolution and winding up of the partnership business is liable as a partner to the other party in a transaction entered into by the partnership, or a converted or surviving organization under § 4-46-901 et seq., within two (2) years after the partner's dissociation, only if the partner is liable for the obligation under § 4-46-306 and 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).
(c) By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation.
(d) A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner's dissociation but without the partner's consent, agrees to a material alteration in the nature or time of payment of a partnership obligation.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-46-703
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:4-46-703
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 8783ddbd8e4c7836b32c2e7a51dec7db3f3b17af311f32ac4dea3e8dd3951b6d
Source location: content.xml paragraph 26569
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4-46-703. Dissociated partner's liability to other persons.
(a) A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in subsection (b) of this section.
(b) A partner who dissociates without resulting in a dissolution and winding up of the partnership business is liable as a partner to the other party in a transaction entered into by the partnership, or a converted or surviving organization under § 4-46-901 et seq., within two (2) years after the partner's dissociation, only if the partner is liable for the obligation under § 4-46-306 and 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).
(c) By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation.
(d) A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner's dissociation but without the partner's consent, agrees to a material alteration in the nature or time of payment of a partnership obligation.
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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
4-46-306. Partner's liability.
(a) Except as otherwise provided in subsections (b) and (c) of this section, all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law.
(b) A person admitted as a partner into an existing partnership is not personally liable for any partnership obligation incurred before the person's admission as a partner.
(c) An obligation of a partnership incurred while the partnership is a limited liability partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the partnership. A partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such a partnership obligation solely by reason of being or so acting as a partner. This subsection applies notwithstanding anything inconsistent in the partnership agreement that existed immediately before the vote required to become a limited liability partnership under § 4-46-1001(b).
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-46-306
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 4-46-306. 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.