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4-47-202. Amendment or restatement of certificate.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-47-202. Amendment or restatement of certificate.
(a) In order to amend its certificate of limited partnership, a limited partnership must deliver to the Secretary of State for filing an amendment or, pursuant to subchapter 11, articles of merger stating:
(1) the name of the limited partnership;
(2) the date of filing of its initial certificate; and
(3) the changes the amendment makes to the certificate as most recently amended or restated.
(b) A limited partnership shall promptly deliver to the Secretary of State for filing an amendment to a certificate of limited partnership to reflect:
(1) the admission of a new general partner;
(2) the dissociation of a person as a general partner; or
(3) the appointment of a person to wind up the limited partnership's activities under § 4-47-803(c) or (d).
(c) A general partner that knows that any information in a filed certificate of limited partnership was false when the certificate was filed or has become false due to changed circumstances shall promptly:
(1) cause the certificate to be amended; or
(2) if appropriate, deliver to the Secretary of State for filing a statement of correction pursuant to § 4-47-207 or § 4-20-108.
(d) A certificate of limited partnership may be amended at any time for any other proper purpose as determined by the limited partnership.
(e) A restated certificate of limited partnership may be delivered to the Secretary of State for filing in the same manner as an amendment.
(f) Subject to § 4-47-206(c), an amendment or restated certificate is effective when filed by the Secretary of State.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-47-202
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:4-47-202
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 2e3a1fe50c104cdec9a880e23bd74cf4e805017d5a21c0b59d38581ea7bf157a
Source location: content.xml paragraph 27423
Stored source content
4-47-202. Amendment or restatement of certificate.
(a) In order to amend its certificate of limited partnership, a limited partnership must deliver to the Secretary of State for filing an amendment or, pursuant to subchapter 11, articles of merger stating:
(1) the name of the limited partnership;
(2) the date of filing of its initial certificate; and
(3) the changes the amendment makes to the certificate as most recently amended or restated.
(b) A limited partnership shall promptly deliver to the Secretary of State for filing an amendment to a certificate of limited partnership to reflect:
(1) the admission of a new general partner;
(2) the dissociation of a person as a general partner; or
(3) the appointment of a person to wind up the limited partnership's activities under § 4-47-803(c) or (d).
(c) A general partner that knows that any information in a filed certificate of limited partnership was false when the certificate was filed or has become false due to changed circumstances shall promptly:
(1) cause the certificate to be amended; or
(2) if appropriate, deliver to the Secretary of State for filing a statement of correction pursuant to § 4-47-207 or § 4-20-108.
(d) A certificate of limited partnership may be amended at any time for any other proper purpose as determined by the limited partnership.
(e) A restated certificate of limited partnership may be delivered to the Secretary of State for filing in the same manner as an amendment.
(f) Subject to § 4-47-206(c), an amendment or restated certificate is effective when filed by the Secretary of State.
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Arkansas Code — all titles (historical 2020) · legal_authorities
4-20-108. Change of registered agent by entity.
(a) A represented entity may change the information currently on file under § 4-20-105(a) by filing with the Secretary of State a statement of change signed on behalf of the entity which states:
(1) the name of the entity; and
(2) the information that is to be in effect as a result of the filing of the statement of change.
(b) The interest holders or governors of a domestic entity need not approve the filing of:
(1) a statement of change under this section; or
(2) a similar filing changing the registered agent or registered office of the entity in any other jurisdiction.
(c) The appointment of a registered agent pursuant to subsection (a) is an affirmation by the represented entity that the agent has consented to serve as such.
(d) A statement of change filed under this section takes effect on filing.
(e) Instead of using the procedures in this section, a represented entity may change the information currently on file under § 4-20-105(a) by amending its most recent registered agent filing in the manner provided by the laws of this state other than this chapter for amending that filing.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-20-108
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 4-20-108. 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.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-47-207. Correcting filed record.
(a) A limited partnership or foreign limited partnership may deliver to the Secretary of State for filing a statement of correction to correct a record previously delivered by the limited partnership or foreign limited partnership to the Secretary of State and filed by the Secretary of State, if at the time of filing the record contained false or erroneous information or was defectively signed.
(b) A statement of correction may not state a delayed effective date and must:
(1) describe the record to be corrected, including its filing date, or attach a copy of the record as filed;
(2) specify the incorrect information and the reason it is incorrect or the manner in which the signing was defective; and
(3) correct the incorrect information or defective signature.
(c) When filed by the Secretary of State, a statement of correction is effective retroactively as of the effective date of the record the statement corrects, but the statement is effective when filed:
(1) for the purposes of § 4-47-103(c) and (d); and
(2) as to persons relying on the uncorrected record and adversely affected by the correction.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-47-207
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 4-47-207. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-47-803. Winding up.
(a) A limited partnership continues after dissolution only for the purpose of winding up its activities.
(b) In winding up its activities, the limited partnership:
(1) may amend its certificate of limited partnership to state that the limited partnership is dissolved, preserve the limited partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, transfer the limited partnership's property, settle disputes by mediation or arbitration, file a statement of termination as provided in § 4-47-203, and perform other necessary acts; and
(2) shall discharge the limited partnership's liabilities, settle and close the limited partnership's activities, and marshal and distribute the assets of the partnership.
(c) If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved limited partnership's activities may be appointed by the consent of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective. A person appointed under this subsection:
(1) has the powers of a general partner under § 4-47-804; and
(2) shall promptly amend the certificate of limited partnership to state:
(A) that the limited partnership does not have a general partner;
(B) the name of the person that has been appointed to wind up the limited partnership; and
(C) the street and mailing address of the person.
(d) On the application of any partner, the circuit court may order judicial supervision of the winding up, including the appointment of a person to wind up the dissolved limited partnership's activities, if:
(1) a limited partnership does not
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-47-803
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 4-47-803. This identifies an authority to review, not proof of applicability.