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4-46-904. Filings required for conversion — Effective date.
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. A text match is a research starting point; applicability is not established.
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Record provenance
Stable record: arkansas_code:legal_authorities:4-46-904
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 628d3a8be194a095866901e449b0293867233f8c3db7adf04206b88e1daf1058
Source location: content.xml paragraph 26771
Stored source content
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 statement that the conversion was approved in a manner that complied with the converting organization's governing statute.
(c) A conversion becomes effective:
(1) If the converted organization is a partnership, when the articles of conversion indicate that the conversion takes effect; and
(2) If the converted organization is not a partnership, as provided by the governing statute of the converted organization.
Cross-references
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Arkansas Code — all titles (historical 2020) · legal_authorities
4-20-112. Appointment of agent by nonfiling or nonqualified foreign entity.
(a) A domestic entity that is not a filing entity or a nonqualified foreign entity may file with the Secretary of State a statement appointing an agent for service of process signed on behalf of the entity which states:
(1) the name, type, and jurisdiction of organization of the entity; and
(2) the information required by § 4-20-105(a).
(b) A statement appointing an agent for service of process takes effect on filing.
(c) The appointment of a registered agent under this section does not qualify a nonqualified foreign entity to do business in this state and is not sufficient alone to create personal jurisdiction over the nonqualified foreign entity in this state.
(d) A statement appointing an agent for service of process may not be rejected for filing because the name of the entity filing the statement is not distinguishable on the records of the Secretary of State from the name of another entity appearing in those records. The filing of a statement appointing an agent for service of process does not make the name of the entity filing the statement unavailable for use by another entity.
(e) An entity that has filed a statement appointing an agent for service of process may cancel the statement by filing a statement of cancellation, which shall take effect upon filing, and must state the name of the entity and that the entity is canceling its appointment of an agent for service of process in this state. A statement appointing an agent for service of process which has not been cancelled earlier is effective for a period of five (5) years after the date of filing.
(f) A statement appointing an agent for service of process for a nonqualified foreign entity terminates automatically on
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-20-112
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 4-20-112. This identifies an authority to review, not proof of applicability.
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.