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4-47-201. Formation of limited partnership — Certificate of limited partnership.
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. A text match is a research starting point; applicability is not established.
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Stable record: arkansas_code:legal_authorities:4-47-201
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: d1c8f85c002183efa5f7e91234621ad1922c090fe275b6b35d52b9252e4a09d9
Source location: content.xml paragraph 27403
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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.
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Arkansas Code — all titles (historical 2020) · legal_authorities
4-20-105. Appointment of registered agent.
(a) A registered agent filing must state:
(1) the name of the represented entity's commercial registered agent; or
(2) if the entity does not have a commercial registered agent, the name and address of the entity's noncommercial registered agent:
(A) the name and address of the entity's registered agent; or
(B) the title of an office or other position with the entity if service of process is to be sent to the person holding that office or position, and the address of the business office of that person.
(b) The appointment of a registered agent pursuant to subsection (a)(1) or (2) is an affirmation by the represented entity that the agent has consented to serve as such.
(c) The Secretary of State shall make available in a record as soon as practicable a daily list of filings that contain the name of a registered agent. The list must:
(1) be kept available for at least 14 calendar days;
(2) list in alphabetical order the names of the registered agents; and
(3) state the type of filing and name of the represented entity making the filing.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-20-105
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 4-20-105. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-47-108. Name.
(a) The name of a limited partnership may contain the name of any partner.
(b) The name of a limited partnership that is not a limited liability limited partnership must contain the phrase “limited partnership” or the abbreviation “L.P.” or “LP” and may not contain the phrase “limited liability limited partnership” or the abbreviation “LLLP” or “L.L.L.P.”.
(c) The name of a limited liability limited partnership must contain the phrase “limited liability limited partnership” or the abbreviation “LLLP” or “L.L.L.P.” and must not contain the abbreviation “L.P.” or “LP.”
(d) Unless authorized by subsection (e), the name of a limited partnership must be distinguishable in the records of the Secretary of State from:
(1) the name of each person other than an individual incorporated, organized, or authorized to transact business in this State; and
(2) each name reserved under § 4-47-109 or other state laws allowing the reservation or registration of business names, including fictitious name statutes.
(e) A limited partnership may apply to the Secretary of State for authorization to use a name that does not comply with subsection (d). The Secretary of State shall authorize use of the name applied for if, as to each conflicting name:
(1) the present user, registrant, or owner of the conflicting name consents in a signed record to the use and submits an undertaking in a form satisfactory to the Secretary of State to change the conflicting name to a name that complies with subsection (d) and is distinguishable in the records of the Secretary of State from the name applied for;
(2) the applicant delivers to the Secretary of State a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use in
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-47-108
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 4-47-108. This identifies an authority to review, not proof of applicability.
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. The source passage cites 4-47-110. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-47-206. Delivery to and filing of records by Secretary of State — Effective time and date.
(a) A record authorized or required to be delivered to the Secretary of State for filing under this chapter must be captioned to describe the record's purpose, be in a medium permitted by the Secretary of State, and be delivered to the Secretary of State. Unless the Secretary of State determines that a record does not comply with the filing requirements of this chapter, and if all filing fees have been paid, the Secretary of State shall file the record and:
(1) for a statement of dissociation, send:
(A) a copy of the filed statement and a receipt for the fees to the person which the statement indicates has dissociated as a general partner; and
(B) a copy of the filed statement and receipt to the limited partnership;
(2) for a statement of withdrawal, send:
(A) a copy of the filed statement and a receipt for the fees to the person on whose behalf the record was filed; and
(B) if the statement refers to an existing limited partnership, a copy of the filed statement and receipt to the limited partnership; and
(3) for all other records, send a copy of the filed record and a receipt for the fees to the person on whose behalf the record was filed.
(b) Upon request and payment of a fee, the Secretary of State shall send to the requester a certified copy of the requested record.
(c) Except as otherwise provided in § 4-47-207, a record delivered to the Secretary of State for filing under this chapter may specify an effective time and a delayed effective date. Except as otherwise provided in this chapter, a record filed by the Secretary of State is effective:
(1) if the record does not specify an effective time and does not specify a delayed effective date, on the da
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-47-206
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 4-47-206. This identifies an authority to review, not proof of applicability.