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4-47-1104. Filings required for conversion — Effective date.
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. A text match is a research starting point; applicability is not established.
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Stable record: arkansas_code:legal_authorities:4-47-1104
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 28577b209393f94d6eb0ddff63e6cc0f49678ede4210ce49299a372811abafe8
Source location: content.xml paragraph 28343
Stored source content
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 partnership takes effect; and
(2) if the converted organization is not a limited partnership, as provided by the governing statute of the converted organization.
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Arkansas Code — all titles (historical 2020) · legal_authorities
4-20-112. Appointment of agent by nonfiling or nonqualified foreign entity.
(a) A domestic entity that is not a filing entity or a nonqualified foreign entity may file with the Secretary of State a statement appointing an agent for service of process signed on behalf of the entity which states:
(1) the name, type, and jurisdiction of organization of the entity; and
(2) the information required by § 4-20-105(a).
(b) A statement appointing an agent for service of process takes effect on filing.
(c) The appointment of a registered agent under this section does not qualify a nonqualified foreign entity to do business in this state and is not sufficient alone to create personal jurisdiction over the nonqualified foreign entity in this state.
(d) A statement appointing an agent for service of process may not be rejected for filing because the name of the entity filing the statement is not distinguishable on the records of the Secretary of State from the name of another entity appearing in those records. The filing of a statement appointing an agent for service of process does not make the name of the entity filing the statement unavailable for use by another entity.
(e) An entity that has filed a statement appointing an agent for service of process may cancel the statement by filing a statement of cancellation, which shall take effect upon filing, and must state the name of the entity and that the entity is canceling its appointment of an agent for service of process in this state. A statement appointing an agent for service of process which has not been cancelled earlier is effective for a period of five (5) years after the date of filing.
(f) A statement appointing an agent for service of process for a nonqualified foreign entity terminates automatically on
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-20-112
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 4-20-112. 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.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-47-201. Formation of limited partnership — Certificate of limited partnership.
(a) In order for a limited partnership to be formed, a certificate of limited partnership must be delivered to the Secretary of State for filing. The certificate must state:
(1) the name of the limited partnership, which must comply with § 4-47-108;
(2) the street and mailing address of the initial designated office and the information concerning the limited partnership's agent for service of process required by § 4-20-105(a);
(3) the name and the street and mailing address of each general partner;
(4) whether the limited partnership is a limited liability limited partnership; and
(5) any additional information required by subchapter 11.
(b) A certificate of limited partnership may also contain any other matters but may not vary or otherwise affect the provisions specified in § 4-47-110(b) in a manner inconsistent with that section.
(c) If there has been substantial compliance with subsection (a), subject to § 4-47-206(c) a limited partnership is formed when the Secretary of State files the certificate of limited partnership.
(d) Subject to subsection (b), if any provision of a partnership agreement is inconsistent with the filed certificate of limited partnership or with a filed statement of dissociation, termination, or change or filed articles of conversion or merger:
(1) the partnership agreement prevails as to partners and transferees; and
(2) the filed certificate of limited partnership, statement of dissociation, termination, or change or articles of conversion or merger prevail as to persons, other than partners and transferees, that reasonably rely on the filed record to their detriment.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-47-201
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 4-47-201. This identifies an authority to review, not proof of applicability.