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4-47-1206. Application to existing relationships.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-47-1206. Application to existing relationships.
(a) Except as otherwise provided in subsection (b), on and after September 1, 2007, this chapter governs all limited partnerships.
(b) With respect to a limited partnership formed before this chapter takes effect, the following rules apply except as the partners otherwise elect in the manner provided in the partnership agreement or by law for amending the partnership agreement:
(1) section 4-47-104(c) does not apply and the limited partnership has whatever duration it had under the law applicable immediately before the limited partnership became subject to this chapter;
(2) the limited partnership is not required to amend its certificate of limited partnership to comply with § 4-47-201(a)(4);
(3) sections 4-47-601 and 4-47-602 do not apply and a limited partner has the same right and power to dissociate from the limited partnership, with the same consequences, as existed immediately before the limited partnership became subject to this chapter;
(4) section 4-47-603(4) does not apply;
(5) section 4-47-603(5) does not apply and a court has the same power to expel a general partner as the court had immediately before the limited partnership became subject to this chapter; and
(6) section 4-47-801(3) does not apply and the connection between a person's dissociation as a general partner and the dissolution of the limited partnership is the same as existed immediately before the limited partnership became subject to this chapter.
(c) If subsection (a) causes a limited partnership that was a limited liability limited partnership under § 4-43-1110 [repealed] to become subject to this chapter:
(1) if immediately before it became subject to this chapter its name complied with § 4-43-1110 [repealed], the affecte
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-47-1206
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:4-47-1206
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: ed824766fd44412b4bba25b060f1fb6c0c3e21e02bc9494749feb3e6a6153ead
Source location: content.xml paragraph 28553
Stored source content
4-47-1206. Application to existing relationships.
(a) Except as otherwise provided in subsection (b), on and after September 1, 2007, this chapter governs all limited partnerships.
(b) With respect to a limited partnership formed before this chapter takes effect, the following rules apply except as the partners otherwise elect in the manner provided in the partnership agreement or by law for amending the partnership agreement:
(1) section 4-47-104(c) does not apply and the limited partnership has whatever duration it had under the law applicable immediately before the limited partnership became subject to this chapter;
(2) the limited partnership is not required to amend its certificate of limited partnership to comply with § 4-47-201(a)(4);
(3) sections 4-47-601 and 4-47-602 do not apply and a limited partner has the same right and power to dissociate from the limited partnership, with the same consequences, as existed immediately before the limited partnership became subject to this chapter;
(4) section 4-47-603(4) does not apply;
(5) section 4-47-603(5) does not apply and a court has the same power to expel a general partner as the court had immediately before the limited partnership became subject to this chapter; and
(6) section 4-47-801(3) does not apply and the connection between a person's dissociation as a general partner and the dissolution of the limited partnership is the same as existed immediately before the limited partnership became subject to this chapter.
(c) If subsection (a) causes a limited partnership that was a limited liability limited partnership under § 4-43-1110 [repealed] to become subject to this chapter:
(1) if immediately before it became subject to this chapter its name complied with § 4-43-1110 [repealed], the affected limited partnership may maintain its name even if the name does not comply with § 4-47-108(c); and
(2) the application to register the limited partnership that was a limited liability limited partnership under § 4-43-1110 [repealed] on file with the Secretary of State pursuant to § 4-43-1110 [repealed] is deemed to amend the limited partnership's certificate of limited partnership to state that the limited partnership is a limited liability limited partnership.
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Arkansas Code — all titles (historical 2020) · legal_authorities
4-47-104. Nature, purpose, and duration of entity.
(a) A limited partnership is an entity distinct from its partners. A limited partnership is the same entity regardless of whether its certificate states that the limited partnership is a limited liability limited partnership.
(b) A limited partnership may be organized under this chapter for any lawful purpose.
(c) A limited partnership has a perpetual duration.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-47-104
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 4-47-104. 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.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-47-601. Dissociation as limited partner.
(a) A person does not have a right to dissociate as a limited partner before the termination of the limited partnership.
(b) A person is dissociated from a limited partnership as a limited partner upon the occurrence of any of the following events:
(1) the limited partnership's having notice of the person's express will to withdraw as a limited partner or on a later date specified by the person;
(2) an event agreed to in the partnership agreement as causing the person's dissociation as a limited partner;
(3) the person's expulsion as a limited partner pursuant to the partnership agreement;
(4) the person's expulsion as a limited partner by the unanimous consent of the other partners if:
(A) it is unlawful to carry on the limited partnership's activities with the person as a limited partner;
(B) there has been a transfer of all of the person's transferable interest in the limited partnership, other than a transfer for security purposes, or a court order charging the person's interest, which has not been foreclosed;
(C) the person is a corporation and, within 90 days after the limited partnership notifies the person that it will be expelled as a limited partner because it has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the certificate of dissolution or no reinstatement of its charter or its right to conduct business; or
(D) the person is a limited liability company or partnership that has been dissolved and whose business is being wound up;
(5) on application by the limited partnership, the person's expulsion as a limited partner by judicial order bec
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-47-601
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 4-47-601. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-47-602. Effect of dissociation as limited partner.
(a) Upon a person's dissociation as a limited partner:
(1) subject to § 4-47-704, the person does not have further rights as a limited partner;
(2) the person's obligation of good faith and fair dealing as a limited partner under § 4-47-305(b) continues only as to matters arising and events occurring before the dissociation; and
(3) subject to § 4-47-704 and subchapter 11, any transferable interest owned by the person in the person's capacity as a limited partner immediately before dissociation is owned by the person as a mere transferee.
(b) A person's dissociation as a limited partner does not of itself discharge the person from any obligation to the limited partnership or the other partners which the person incurred while a limited partner.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-47-602
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 4-47-602. This identifies an authority to review, not proof of applicability.