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4-47-110. Effect of partnership agreement — Nonwaivable provisions.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-47-110. Effect of partnership agreement — Nonwaivable provisions.
(a) Except as otherwise provided in subsection (b), the partnership agreement governs relations among the partners and between the partners and the partnership. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership.
(b) A partnership agreement may not:
(1) vary a limited partnership's power under § 4-47-105 to sue, be sued, and defend in its own name;
(2) vary the law applicable to a limited partnership under § 4-47-106;
(3) vary the requirements of § 4-47-204;
(4) vary the information required under § 4-47-111 or unreasonably restrict the right to information under § 4-47-304 or § 4-47-407, but the partnership agreement may impose reasonable restrictions on the availability and use of information obtained under those sections and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use;
(5) eliminate the duty of loyalty under § 4-47-408, but the partnership agreement may:
(A) identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; and
(B) specify the number or percentage of partners which may authorize or ratify, after full disclosure to all partners of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;
(6) unreasonably reduce the duty of care under § 4-47-408(c);
(7) eliminate the obligation of good faith and fair dealing under §§ 4-47-305(b) and 4-47-408(d), but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-47-110
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:4-47-110
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 27fead5f544a871e1be69b61f3e9c3ab0f90ed1724a19fb66de77a9c4081d465
Source location: content.xml paragraph 27272
Stored source content
4-47-110. Effect of partnership agreement — Nonwaivable provisions.
(a) Except as otherwise provided in subsection (b), the partnership agreement governs relations among the partners and between the partners and the partnership. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership.
(b) A partnership agreement may not:
(1) vary a limited partnership's power under § 4-47-105 to sue, be sued, and defend in its own name;
(2) vary the law applicable to a limited partnership under § 4-47-106;
(3) vary the requirements of § 4-47-204;
(4) vary the information required under § 4-47-111 or unreasonably restrict the right to information under § 4-47-304 or § 4-47-407, but the partnership agreement may impose reasonable restrictions on the availability and use of information obtained under those sections and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use;
(5) eliminate the duty of loyalty under § 4-47-408, but the partnership agreement may:
(A) identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; and
(B) specify the number or percentage of partners which may authorize or ratify, after full disclosure to all partners of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;
(6) unreasonably reduce the duty of care under § 4-47-408(c);
(7) eliminate the obligation of good faith and fair dealing under §§ 4-47-305(b) and 4-47-408(d), but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;
(8) vary the power of a person to dissociate as a general partner under § 4-47-604(a) except to require that the notice under § 4-47-603(1) be in a record;
(9) vary the power of a court to decree dissolution in the circumstances specified in § 4-47-802;
(10) vary the requirement to wind up the partnership's business as specified in § 4-47-803;
(11) unreasonably restrict the right to maintain an action under subchapter 10;
(12) restrict the right of a partner under § 4-47-1110(a) to approve a conversion or merger or the right of a general partner under § 4-47-1110(b) to consent to an amendment to the certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership; or
(13) restrict rights under this chapter of a person other than a partner or a transferee.
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Arkansas Code — all titles (historical 2020) · legal_authorities
4-47-105. Powers.
A limited partnership has the powers to do all things necessary or convenient to carry on its activities, including the power to sue, be sued, and defend in its own name and to maintain an action against a partner for harm caused to the limited partnership by a breach of the partnership agreement or violation of a duty to the partnership.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-47-105
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 4-47-105. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-47-106. Governing law.
The law of this State governs relations among the partners of a limited partnership and between the partners and the limited partnership and the liability of partners as partners for an obligation of the limited partnership.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-47-106
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 4-47-106. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-47-111. Required information.
A limited partnership shall maintain at its designated office the following information:
(1) a current list showing the full name and last known street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited partners, in alphabetical order;
(2) a copy of the initial certificate of limited partnership and all amendments to and restatements of the certificate, together with signed copies of any powers of attorney under which any certificate, amendment, or restatement has been signed;
(3) a copy of any filed articles of conversion or merger;
(4) a copy of the limited partnership's federal, state, and local income tax returns and reports, if any, for the three most recent years;
(5) a copy of any partnership agreement made in a record and any amendment made in a record to any partnership agreement;
(6) a copy of any financial statement of the limited partnership for the three most recent years;
(7) a copy of the three most recent annual reports delivered by the limited partnership to the Secretary of State pursuant to § 4-47-210;
(8) a copy of any record made by the limited partnership during the past three years of any consent given by or vote taken of any partner pursuant to this chapter or the partnership agreement; and
(9) unless contained in a partnership agreement made in a record, a record stating:
(A) the amount of cash, and a description and statement of the agreed value of the other benefits, contributed and agreed to be contributed by each partner;
(B) the times at which, or events on the happening of which, any additional contributions agreed to be made by each partner are to be made;
(C) for any person that is both a general partner and a li
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-47-111
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 4-47-111. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-47-204. Signing of records.
(a) Each record delivered to the Secretary of State for filing pursuant to this chapter must be signed in the following manner:
(1) An initial certificate of limited partnership must be signed by all general partners listed in the certificate.
(2) An amendment adding or deleting a statement that the limited partnership is a limited liability limited partnership must be signed by all general partners listed in the certificate.
(3) An amendment designating as general partner a person admitted under § 4-47-801(3)(B) following the dissociation of a limited partnership's last general partner must be signed by that person.
(4) An amendment required by § 4-47-803(c) following the appointment of a person to wind up the dissolved limited partnership's activities must be signed by that person.
(5) Any other amendment must be signed by:
(A) at least one general partner listed in the certificate;
(B) each other person designated in the amendment as a new general partner; and
(C) each person that the amendment indicates has dissociated as a general partner, unless:
(i) the person is deceased or a guardian or general conservator has been appointed for the person and the amendment so states; or
(ii) the person has previously delivered to the Secretary of State for filing a statement of dissociation.
(6) A restated certificate of limited partnership must be signed by at least one general partner listed in the certificate, and, to the extent the restated certificate effects a change under any other paragraph of this subsection, the certificate must be signed in a manner that satisfies that paragraph.
(7) A statement of termination must be signed by all general partners listed in the certificate or, if the certificate of a dissolved
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-47-204
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 4-47-204. This identifies an authority to review, not proof of applicability.