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4-46-907. Action on plan of merger by constituent partnership.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-46-907. Action on plan of merger by constituent partnership.
(a) Subject to § 4-46-910, a plan of merger must be consented to by all of the partners of a constituent partnership.
(b) Subject to § 4-46-910 and to any contractual rights, until a merger is filed under § 4-46-908, a constituent partnership may amend the plan or abandon the planned merger:
(1) As provided in the plan; and
(2) Except as prohibited by the plan, with the same consent required to approve the plan.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-46-907
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:4-46-907
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 0ae83bfd64c1c56bd9840f59436660b92be3ae9bd12d61dabbd7e2c279d0b307
Source location: content.xml paragraph 26825
Stored source content
4-46-907. Action on plan of merger by constituent partnership.
(a) Subject to § 4-46-910, a plan of merger must be consented to by all of the partners of a constituent partnership.
(b) Subject to § 4-46-910 and to any contractual rights, until a merger is filed under § 4-46-908, a constituent partnership may amend the plan or abandon the planned merger:
(1) As provided in the plan; and
(2) Except as prohibited by the plan, with the same consent required to approve the plan.
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Arkansas Code — all titles (historical 2020) · legal_authorities
4-46-908. Filings required for merger — Effective date.
(a) After each constituent organization has approved a merger, articles of merger must be signed by an authorized representative of each constituent organization and filed with the Secretary of State.
(b) The articles of merger shall include:
(1) The name and form of each constituent organization and the jurisdiction of its governing statute;
(2) The name and form of the surviving organization and the jurisdiction of its governing statute;
(3) The date the merger is effective under the governing statute of the surviving organization;
(4) Any amendments provided for in the plan of merger for the organizational document of the surviving organization if the organizational document is required to be filed by the governing statute of the surviving organization;
(5) A statement as to each constituent organization that the merger was approved as required by the organization's governing statute;
(6) A statement confirming that the surviving organization has filed a statement appointing an agent for service of process under § 4-20-112 if the surviving organization is a foreign organization not authorized to transact business in this state; and
(7)(A) A copy of the plan of merger; or
(B) A statement that:
(i) Contains the address of an office of the organization where the plan of merger is on file; and
(ii) A copy of the plan of merger will be furnished by the surviving organization on request and without cost to any shareholder, member, partner, or other owner of any constituent organization; and
(8) Any additional information required by the governing statute of any constituent organization.
(c) A merger becomes effective under this subchapter:
(1) If the surviving organization is a partnershi
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-46-908
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 4-46-908. 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.