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4-47-204. Signing of records.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-47-204. Signing of records.
(a) Each record delivered to the Secretary of State for filing pursuant to this chapter must be signed in the following manner:
(1) An initial certificate of limited partnership must be signed by all general partners listed in the certificate.
(2) An amendment adding or deleting a statement that the limited partnership is a limited liability limited partnership must be signed by all general partners listed in the certificate.
(3) An amendment designating as general partner a person admitted under § 4-47-801(3)(B) following the dissociation of a limited partnership's last general partner must be signed by that person.
(4) An amendment required by § 4-47-803(c) following the appointment of a person to wind up the dissolved limited partnership's activities must be signed by that person.
(5) Any other amendment must be signed by:
(A) at least one general partner listed in the certificate;
(B) each other person designated in the amendment as a new general partner; and
(C) each person that the amendment indicates has dissociated as a general partner, unless:
(i) the person is deceased or a guardian or general conservator has been appointed for the person and the amendment so states; or
(ii) the person has previously delivered to the Secretary of State for filing a statement of dissociation.
(6) A restated certificate of limited partnership must be signed by at least one general partner listed in the certificate, and, to the extent the restated certificate effects a change under any other paragraph of this subsection, the certificate must be signed in a manner that satisfies that paragraph.
(7) A statement of termination must be signed by all general partners listed in the certificate or, if the certificate of a dissolved
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-47-204
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:4-47-204
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 22ae310dfd370f1d02467dfbb354df11ac67f2da4187909628e028503d984709
Source location: content.xml paragraph 27453
Stored source content
4-47-204. Signing of records.
(a) Each record delivered to the Secretary of State for filing pursuant to this chapter must be signed in the following manner:
(1) An initial certificate of limited partnership must be signed by all general partners listed in the certificate.
(2) An amendment adding or deleting a statement that the limited partnership is a limited liability limited partnership must be signed by all general partners listed in the certificate.
(3) An amendment designating as general partner a person admitted under § 4-47-801(3)(B) following the dissociation of a limited partnership's last general partner must be signed by that person.
(4) An amendment required by § 4-47-803(c) following the appointment of a person to wind up the dissolved limited partnership's activities must be signed by that person.
(5) Any other amendment must be signed by:
(A) at least one general partner listed in the certificate;
(B) each other person designated in the amendment as a new general partner; and
(C) each person that the amendment indicates has dissociated as a general partner, unless:
(i) the person is deceased or a guardian or general conservator has been appointed for the person and the amendment so states; or
(ii) the person has previously delivered to the Secretary of State for filing a statement of dissociation.
(6) A restated certificate of limited partnership must be signed by at least one general partner listed in the certificate, and, to the extent the restated certificate effects a change under any other paragraph of this subsection, the certificate must be signed in a manner that satisfies that paragraph.
(7) A statement of termination must be signed by all general partners listed in the certificate or, if the certificate of a dissolved limited partnership lists no general partners, by the person appointed pursuant to § 4-47-803(c) or (d) to wind up the dissolved limited partnership's activities.
(8) Articles of conversion must be signed by each general partner listed in the certificate of limited partnership.
(9) Articles of merger must be signed as provided in § 4-47-1108(a).
(10) Any other record delivered on behalf of a limited partnership to the Secretary of State for filing must be signed by at least one general partner listed in the certificate.
(11) A statement by a person pursuant to § 4-47-605(a)(4) stating that the person has dissociated as a general partner must be signed by that person.
(12) A statement of withdrawal by a person pursuant to § 4-47-306 must be signed by that person.
(13) A record delivered on behalf of a foreign limited partnership to the Secretary of State for filing must be signed by at least one general partner of the foreign limited partnership.
(14) Any other record delivered on behalf of any person to the Secretary of State for filing must be signed by that person.
(b) Any person may sign by an attorney in fact any record to be filed pursuant to this chapter.
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Arkansas Code — all titles (historical 2020) · legal_authorities
4-47-1108. Filings required for merger — Effective date.
(a) After each constituent organization has approved a merger, articles of merger must be signed on behalf of:
(1) each preexisting constituent limited partnership, by each general partner listed in the certificate of limited partnership; and
(2) each other preexisting constituent organization, by an authorized representative.
(b) The articles of merger must include:
(1) the name and form of each constituent organization and the jurisdiction of its governing statute;
(2) the name and form of the surviving organization, the jurisdiction of its governing statute, and, if the surviving organization is created by the merger, a statement to that effect;
(3) the date the merger is effective under the governing statute of the surviving organization;
(4) if the surviving organization is to be created by the merger:
(A) if it will be a limited partnership, the limited partnership's certificate of limited partnership; or
(B) if it will be an organization other than a limited partnership, the organizational document that creates the organization;
(5) if the surviving organization preexists the merger, any amendments provided for in the plan of merger for the organizational document that created the organization;
(6) a statement as to each constituent organization that the merger was approved as required by the organization's governing statute;
(7) a statement confirming that the surviving organization has filed a statement appointing an agent for service of process under § 4-20-112 if the surviving organization is a foreign organization not authorized to transact business in this State; and
(8) any additional information required by the governing statute of any constituent organization.
(c) Each
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-47-1108
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 4-47-1108. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-47-605. Effect of dissociation as general partner.
(a) Upon a person's dissociation as a general partner:
(1) the person's right to participate as a general partner in the management and conduct of the partnership's activities terminates;
(2) the person's duty of loyalty as a general partner under § 4-47-408(b)(3) terminates;
(3) the person's duty of loyalty as a general partner under § 4-47-408(b)(1) and (2) and duty of care under § 4-47-408(c) continue only with regard to matters arising and events occurring before the person's dissociation as a general partner;
(4) the person may sign and deliver to the Secretary of State for filing a statement of dissociation pertaining to the person and, at the request of the limited partnership, shall sign an amendment to the certificate of limited partnership which states that the person has dissociated; and
(5) subject to § 4-47-704 and subchapter 11, any transferable interest owned by the person immediately before dissociation in the person's capacity as a general partner is owned by the person as a mere transferee.
(b) A person's dissociation as a general 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 general partner.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-47-605
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 4-47-605. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-47-801. Nonjudicial dissolution.
Except as otherwise provided in § 4-47-802, a limited partnership is dissolved, and its activities must be wound up, only upon the occurrence of any of the following:
(1) the happening of an event specified in the partnership agreement;
(2) the consent of all general partners and of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective;
(3) after the dissociation of a person as a general partner:
(A) if the limited partnership has at least one remaining general partner, the consent to dissolve the limited partnership given within 90 days after the dissociation by partners owning a majority of the rights to receive distributions as partners at the time the consent is to be effective; or
(B) if the limited partnership does not have a remaining general partner, the passage of 90 days after the dissociation, unless before the end of the period:
(i) consent to continue the activities of the limited partnership and admit at least one general partner is given by limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective; and
(ii) at least one person is admitted as a general partner in accordance with the consent;
(4) the passage of 90 days after the dissociation of the limited partnership's last limited partner, unless before the end of the period the limited partnership admits at least one limited partner; or
(5) the signing and filing of a declaration of dissolution by the Secretary of State under § 4-47-809(c).
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-47-801
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 4-47-801. 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.