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4-47-1103. Action on plan of conversion by converting limited partnership.
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. A text match is a research starting point; applicability is not established.
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Stable record: arkansas_code:legal_authorities:4-47-1103
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 351b787cbf33b52d54aa07f567443ff8a0bf36f642fcc5bca9c3d86a26df5dbe
Source location: content.xml paragraph 28335
Stored source content
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.
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Arkansas Code — all titles (historical 2020) · legal_authorities
4-47-1104. Filings required for conversion — Effective date.
(a) After a plan of conversion is approved:
(1) a converting limited partnership shall deliver to the Secretary of State for filing articles of conversion, which must include:
(A) a statement that the limited partnership has been converted into another organization;
(B) the name and form of the 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 chapter;
(E) a statement that the conversion was approved as required by the governing statute of the converted organization; and
(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, the street and mailing address of an office which may be used for service of process under § 4-47-1105(c); and
(2) if the converting organization is not a converting limited partnership, the converting organization shall deliver to the Secretary of State for filing a certificate of limited partnership, which must include, in addition to the information required by § 4-47-201:
(A) a statement that the limited partnership was converted from another organization;
(B) the name and form of the organization and the jurisdiction of its governing statute; and
(C) a statement that the conversion was approved in a manner that complied with the organization's governing statute.
(b) A conversion becomes effective:
(1) if the converted organization is a limited partnership, when the certificate of limited part
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-47-1104
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 4-47-1104. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-47-1110. Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status.
(a) If a partner of a converting or constituent limited 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 limited partnership's partnership agreement provides for the approval of the conversion or merger with the consent of fewer than all the partners; and
(2) the partner has consented to the provision of the partnership agreement.
(b) An amendment to a certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership is ineffective without the consent of each general partner unless:
(1) the limited partnership's partnership agreement provides for the amendment with the consent of less than all the general partners; and
(2) each general 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 (b) merely by consenting to a provision of the partnership agreement which 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) · 4-47-1110
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 4-47-1110. This identifies an authority to review, not proof of applicability.