Browse Arkansas Code titles and sections
4-47-603. Dissociation as general partner.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-47-603. Dissociation as general partner.
A person is dissociated from a limited partnership as a general 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 general 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 general partner;
(3) the person's expulsion as a general partner pursuant to the partnership agreement;
(4) the person's expulsion as a general 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 general partner;
(B) there has been a transfer of all or substantially 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be expelled as a general partner because it has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the certificate of dissolution or no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 general partner by judicial determination because:
(A) the person engaged in wrongful conduct that adversely and materially affected the limit
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-47-603
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.
Issuing source page ↗
Authority boundary: historical statutory source snapshot not current law.
Open the recorded source website ↗
Record provenance
Stable record: arkansas_code:legal_authorities:4-47-603
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 4ddf889bc108619ac741a37177785f0fa7b157e5cffc34403359b4ba172a67d2
Source location: content.xml paragraph 27866
Stored source content
4-47-603. Dissociation as general partner.
A person is dissociated from a limited partnership as a general 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 general 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 general partner;
(3) the person's expulsion as a general partner pursuant to the partnership agreement;
(4) the person's expulsion as a general 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 general partner;
(B) there has been a transfer of all or substantially 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 general 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 general partner by judicial determination because:
(A) the person engaged in wrongful conduct that adversely and materially affected the limited partnership activities;
(B) the person willfully or persistently committed a material breach of the partnership agreement or of a duty owed to the partnership or the other partners under § 4-47-408; or
(C) the person engaged in conduct relating to the limited partnership's activities which makes it not reasonably practicable to carry on the activities of the limited partnership with the person as a general partner;
(6) the person's:
(A) becoming a debtor in bankruptcy;
(B) execution of an assignment for the benefit of creditors;
(C) seeking, consenting to, or acquiescing in the appointment of a trustee, receiver, or liquidator of the person or of all or substantially all of the person's property; or
(D) failure, within 90 days after the appointment, to have vacated or stayed the appointment of a trustee, receiver, or liquidator of the general partner or of all or substantially all of the person's property obtained without the person's consent or acquiescence, or failing within 90 days after the expiration of a stay to have the appointment vacated;
(7) in the case of a person who is an individual:
(A) the person's death;
(B) the appointment of a guardian or general conservator for the person; or
(C) a judicial determination that the person has otherwise become incapable of performing the person's duties as a general partner under the partnership agreement;
(8) in the case of a person that is a trust or is acting as a general partner by virtue of being a trustee of a trust, distribution of the trust's entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor trustee;
(9) in the case of a person that is an estate or is acting as a general partner by virtue of being a personal representative of an estate, distribution of the estate's entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor personal representative;
(10) termination of a general partner that is not an individual, partnership, limited liability company, corporation, trust, or estate; or
(11) the limited partnership's participation in a conversion or merger under subchapter 11, if the limited partnership:
(A) is not the converted or surviving entity; or
(B) is the converted or surviving entity but, as a result of the conversion or merger, the person ceases to be a general partner.
Cross-references
Connections may be documented source relationships, shared citations or nearby passages. Each explains its basis; a connection alone does not establish applicability to your situation.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-47-408. General standards of general partner's conduct.
(a) The only fiduciary duties that a general partner has to the limited partnership and the other partners are the duties of loyalty and care under subsections (b) and (c).
(b) A general partner's duty of loyalty to the limited partnership and the other partners is limited to the following:
(1) to account to the limited partnership and hold as trustee for it any property, profit, or benefit derived by the general partner in the conduct and winding up of the limited partnership's activities or derived from a use by the general partner of limited partnership property, including the appropriation of a limited partnership opportunity;
(2) to refrain from dealing with the limited partnership in the conduct or winding up of the limited partnership's activities as or on behalf of a party having an interest adverse to the limited partnership; and
(3) to refrain from competing with the limited partnership in the conduct or winding up of the limited partnership's activities.
(c) A general partner's duty of care to the limited partnership and the other partners in the conduct and winding up of the limited partnership's activities is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.
(d) A general partner shall discharge the duties to the partnership and the other partners under this chapter or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing.
(e) A general partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the general partner's conduct furthers the general partner's own interests.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-47-408
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 4-47-408. This identifies an authority to review, not proof of applicability.