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4-46-912. Power of partners and persons dissociated as partners to bind organization after conversion or merger.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-46-912. Power of partners and persons dissociated as partners to bind organization after conversion or merger.
(a) An act of a person that immediately before a conversion or merger became effective was a partner in a converting or constituent partnership binds the converted or surviving organization after the conversion or merger becomes effective if:
(1) Before the conversion or merger became effective the act would have bound the converting or constituent partnership under § 4-46-301; and
(2) At the time the third party enters into the transaction the third party:
(A) Does not have notice of the conversion or merger; and
(B) Reasonably believes that the converted or surviving business is the converting or constituent partnership and that the person is a partner in the converting or constituent partnership.
(b) An act of a person that before a conversion or merger became effective was dissociated as a partner from a converting or constituent partnership binds the converted or surviving organization after the conversion or merger becomes effective if:
(1) Before the conversion or merger became effective the act would have bound the converting or constituent partnership under § 4-46-301 if the person had been a partner; and
(2) At the time the third party enters into the transaction, less than two (2) years have passed since the person dissociated as a general partner and the third party:
(A) Does not have notice of the dissociation;
(B) Does not have notice of the conversion or merger; and
(C) Reasonably believes that the converted or surviving organization is the converting or constituent partnership and that the person is a partner in the converting or constituent partnership.
(c) If a person with knowledge of the conversion or merger causes
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-46-912
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:4-46-912
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 9995d36b2c36176862d1ae66e6bace55b4c8bff86ae3a8644a2eab3918dec07f
Source location: content.xml paragraph 26911
Stored source content
4-46-912. Power of partners and persons dissociated as partners to bind organization after conversion or merger.
(a) An act of a person that immediately before a conversion or merger became effective was a partner in a converting or constituent partnership binds the converted or surviving organization after the conversion or merger becomes effective if:
(1) Before the conversion or merger became effective the act would have bound the converting or constituent partnership under § 4-46-301; and
(2) At the time the third party enters into the transaction the third party:
(A) Does not have notice of the conversion or merger; and
(B) Reasonably believes that the converted or surviving business is the converting or constituent partnership and that the person is a partner in the converting or constituent partnership.
(b) An act of a person that before a conversion or merger became effective was dissociated as a partner from a converting or constituent partnership binds the converted or surviving organization after the conversion or merger becomes effective if:
(1) Before the conversion or merger became effective the act would have bound the converting or constituent partnership under § 4-46-301 if the person had been a partner; and
(2) At the time the third party enters into the transaction, less than two (2) years have passed since the person dissociated as a general partner and the third party:
(A) Does not have notice of the dissociation;
(B) Does not have notice of the conversion or merger; and
(C) Reasonably believes that the converted or surviving organization is the converting or constituent partnership and that the person is a partner in the converting or constituent partnership.
(c) If a person with knowledge of the conversion or merger causes a converted or surviving organization to incur an obligation under subsection (a) or subsection (b) of this section the person is liable:
(1) To the converted or surviving organization for any damage caused to the organization arising from the obligation; and
(2) If another person is liable for the obligation, to the other person for any damage caused to the other person arising from the liability.
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Arkansas Code — all titles (historical 2020) · legal_authorities
4-46-301. Partner agent of partnership.
Subject to the effect of a statement of partnership authority under § 4-46-303:
(1) Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership, unless the partner had no authority to act for the partnership in the particular matter and the person with whom the partner was dealing knew or had received a notification that the partner lacked authority.
(2) An act of a partner which is not apparently for carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership only if the act was authorized by the other partners.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-46-301
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 4-46-301. This identifies an authority to review, not proof of applicability.