Browse Arkansas Code titles and sections
4-46-902. Conversion.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-46-902. Conversion.
(a) An organization other than a partnership may convert to a partnership, and a partnership may convert to another organization under this section and §§ 4-46-903 — 4-46-905 and a plan of conversion, if the:
(1) Other organization's governing statute authorizes the conversion and is complied with; and
(2) Conversion is not prohibited by the law of the jurisdiction that enacted the governing statute.
(b) A plan of conversion must be in a record and must include the:
(1) Name and form of the organization before conversion;
(2) Name and form of the organization after conversion; and
(3) Terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration; and
(4) Organizational documents of the converted organization.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-46-902
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:4-46-902
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 495cce4274e32aebe7b75bb2b3cd62b25c4c53c06fa5b3c58c04bfee5d46a206
Source location: content.xml paragraph 26751
Stored source content
4-46-902. Conversion.
(a) An organization other than a partnership may convert to a partnership, and a partnership may convert to another organization under this section and §§ 4-46-903 — 4-46-905 and a plan of conversion, if the:
(1) Other organization's governing statute authorizes the conversion and is complied with; and
(2) Conversion is not prohibited by the law of the jurisdiction that enacted the governing statute.
(b) A plan of conversion must be in a record and must include the:
(1) Name and form of the organization before conversion;
(2) Name and form of the organization after conversion; and
(3) Terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration; and
(4) Organizational documents of the converted organization.
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Arkansas Code — all titles (historical 2020) · legal_authorities
4-46-903. Action on plan of conversion by converting partnership.
(a) Subject to § 4-46-910, a plan of conversion must be consented to by all of the partners of a converting partnership.
(b) Subject to § 4-46-910 and any contractual rights, until a conversion is filed under § 4-46-904, a converting partnership may amend the plan or abandon the planned conversion:
(1) As provided in the plan; and
(2) Except as prohibited by the plan, by the same consent required to approve the plan.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-46-903
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 4-46-903. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-46-905. Effect of conversion.
(a) An organization that has been converted under this subchapter is for all purposes the same entity that existed before the conversion.
(b) When a conversion takes effect:
(1) All property owned by the converting organization remains vested in the converted organization;
(2) All debts, liabilities, and other obligations of the converting organization continue as obligations of the converted organization;
(3) An action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred;
(4) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization;
(5) Except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect; and
(6) Except as otherwise agreed, the conversion does not dissolve a converting partnership under § 4-46-801 et seq.
(c)(1) A converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by the converting partnership, if before the conversion the converting partnership was subject to suit in this state on the obligation.
(2) A converted organization that is a foreign organization and not authorized to transact business in this state may be served with process under § 4-20-113 if the converted organization:
(A) Fails to appoint an agent for service of process under § 4-20-112;
(B) No longer has an agent for service of process; or
(C) Has an agent for service of process that cannot with reasonable diligence be served.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-46-905
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 4-46-905. This identifies an authority to review, not proof of applicability.