Browse Arkansas Code titles and sections
4-47-1102. Conversion.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-47-1102. Conversion.
(a) An organization other than a limited partnership may convert to a limited partnership, and a limited partnership may convert to another organization pursuant to this section and §§ 4-47-1103 through 4-47-1105 and a plan of conversion, if:
(1) the other organization's governing statute authorizes the conversion;
(2) the conversion is not prohibited by the law of the jurisdiction that enacted the governing statute; and
(3) the other organization complies with its governing statute in effecting the conversion.
(b) A plan of conversion must be in a record and must include:
(1) the name and form of the organization before conversion;
(2) the name and form of the organization after conversion; and
(3) the terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration; and
(4) the organizational documents of the converted organization.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-47-1102
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:4-47-1102
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 59a8e9cc22445cc8196bd22f23030e3f5a2f820a2f180c68149b3444e24ba1c6
Source location: content.xml paragraph 28322
Stored source content
4-47-1102. Conversion.
(a) An organization other than a limited partnership may convert to a limited partnership, and a limited partnership may convert to another organization pursuant to this section and §§ 4-47-1103 through 4-47-1105 and a plan of conversion, if:
(1) the other organization's governing statute authorizes the conversion;
(2) the conversion is not prohibited by the law of the jurisdiction that enacted the governing statute; and
(3) the other organization complies with its governing statute in effecting the conversion.
(b) A plan of conversion must be in a record and must include:
(1) the name and form of the organization before conversion;
(2) the name and form of the organization after conversion; and
(3) the terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration; and
(4) the organizational documents of the converted organization.
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Arkansas Code — all titles (historical 2020) · legal_authorities
4-47-1103. Action on plan of conversion by converting limited partnership.
(a) Subject to § 4-47-1110, a plan of conversion must be consented to by all the partners of a converting limited partnership.
(b) Subject to § 4-47-1110 and any contractual rights, after a conversion is approved, and at any time before a filing is made under § 4-47-1104, a converting limited 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 as was required to approve the plan.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-47-1103
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 4-47-1103. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-47-1105. Effect of conversion.
(a) An organization that has been converted pursuant to this subchapter is for all purposes the same entity that existed before the conversion.
(b) When a conversion takes effect:
(1) all property owned by the converting organization remains vested in the converted organization;
(2) all debts, liabilities, and other obligations of the converting organization continue as obligations of the converted organization;
(3) an action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred;
(4) except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization;
(5) except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect; and
(6) except as otherwise agreed, the conversion does not dissolve a converting limited partnership for the purposes of subchapter 8.
(c) A converted organization that is a foreign organization consents to the jurisdiction of the courts of this State to enforce any obligation owed by the converting limited partnership, if before the conversion the converting limited partnership was subject to suit in this State on the obligation. A converted organization that is a foreign organization and not authorized to transact business in this State may be served with process under § 4-20-113 if the converted organization:
(1) fails to appoint an agent for service of process under § 4-20-112;
(2) no longer has an agent for service of process; or
(3) has an agent for service of process that cannot with reasonable diligence be served.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-47-1105
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 4-47-1105. This identifies an authority to review, not proof of applicability.