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4-46-903. Action on plan of conversion by converting partnership.
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. A text match is a research starting point; applicability is not established.
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Stable record: arkansas_code:legal_authorities:4-46-903
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 19291fb6493c60fb3f98e9827d034f903726233168ee5343032d011e9e4db756
Source location: content.xml paragraph 26763
Stored source content
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.
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Arkansas Code — all titles (historical 2020) · legal_authorities
4-46-904. Filings required for conversion — Effective date.
(a)(1) After a plan of conversion is approved a converting partnership shall file articles of conversion with the Secretary of State.
(2) The articles of conversion shall include:
(A) A statement that the partnership has been converted into another organization;
(B) The name and form of the converted organization and the jurisdiction of its governing statute;
(C) The date the conversion is effective under the governing statute of the converted organization;
(D) A statement that the conversion was approved as required by this subchapter;
(E) A statement that the conversion was approved as required by the governing statute of the converted organization;
(F) A statement confirming that the converted organization has filed a statement appointing an agent for service of process under § 4-20-112 if the converted organization is a foreign organization not authorized to transact business in this state; and
(G)(i) A copy of the plan of conversion; or
(ii) A statement that:
(a) Contains the address of an office of the organization where the plan of conversion is on file; and
(b) A copy of the plan of conversion will be furnished by the converting partnership on request and without cost to any partner of the converting partnership.
(b)(1) If the converting organization is not a converting partnership, the converting organization shall file a statement of qualification with the Secretary of State.
(2) The statement of qualification shall include, in addition to the information required by § 4-46-1001:
(A) A statement that the partnership was converted from another organization;
(B) The name and form of the converting organization and the jurisdiction of its governing statute; and
(C) A sta
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-46-904
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 4-46-904. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-46-910. Restrictions on approval of conversions and mergers and on relinquishing limited liability partnership status.
(a) If a partner of a converting or constituent partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or merger are ineffective without the consent of the partner unless:
(1) The partnership's partnership agreement provides for the approval of the conversion or merger with the consent of fewer than all of the partners; and
(2) The partner has consented to the provision of the partnership agreement.
(b) An amendment to a statement of qualification of a limited liability partnership which deletes a statement that the partnership is a limited liability partnership is ineffective without the consent of each partner unless:
(1) The partnership's partnership agreement provides for the amendment with the consent of less than all of the partners; and
(2) Each partner that does not consent to the amendment has consented to the provision of the partnership agreement.
(c) A partner does not give the consent required by subsection (a) or subsection (b) of this section merely by consenting to a provision of the partnership agreement that permits the partnership agreement to be amended with the consent of fewer than all the partners.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-46-910
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 4-46-910. This identifies an authority to review, not proof of applicability.