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4-47-604. Person's power to dissociate as general partner — Wrongful dissociation.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-47-604. Person's power to dissociate as general partner — Wrongful dissociation.
(a) A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by express will pursuant to § 4-47-603(1).
(b) A person's dissociation as a general partner is wrongful only if:
(1) it is in breach of an express provision of the partnership agreement; or
(2) it occurs before the termination of the limited partnership, and:
(A) the person withdraws as a general partner by express will;
(B) the person is expelled as a general partner by judicial determination under § 4-47-603(5);
(C) the person is dissociated as a general partner by becoming a debtor in bankruptcy; or
(D) in the case of a person that is not an individual, trust other than a business trust, or estate, the person is expelled or otherwise dissociated as a general partner because it willfully dissolved or terminated.
(c) A person that wrongfully dissociates as a general partner is liable to the limited partnership and, subject to § 4-47-1001, to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the general partner to the limited partnership or to the other partners.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-47-604
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:4-47-604
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: e7477bc905ed0760b6d0690ff3d4fb30b85b221a937ce674970ff9a56abbffa5
Source location: content.xml paragraph 27898
Stored source content
4-47-604. Person's power to dissociate as general partner — Wrongful dissociation.
(a) A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by express will pursuant to § 4-47-603(1).
(b) A person's dissociation as a general partner is wrongful only if:
(1) it is in breach of an express provision of the partnership agreement; or
(2) it occurs before the termination of the limited partnership, and:
(A) the person withdraws as a general partner by express will;
(B) the person is expelled as a general partner by judicial determination under § 4-47-603(5);
(C) the person is dissociated as a general partner by becoming a debtor in bankruptcy; or
(D) in the case of a person that is not an individual, trust other than a business trust, or estate, the person is expelled or otherwise dissociated as a general partner because it willfully dissolved or terminated.
(c) A person that wrongfully dissociates as a general partner is liable to the limited partnership and, subject to § 4-47-1001, to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the general partner to the limited partnership or to the other partners.
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Arkansas Code — all titles (historical 2020) · legal_authorities
4-47-1001. Direct action by partner.
(a) Subject to subsection (b), a partner may maintain a direct action against the limited partnership or another partner for legal or equitable relief, with or without an accounting as to the partnership's activities, to enforce the rights and otherwise protect the interests of the partner, including rights and interests under the partnership agreement or this chapter or arising independently of the partnership relationship.
(b) A partner commencing a direct action under this section is required to plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited partnership.
(c) The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-47-1001
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 4-47-1001. This identifies an authority to review, not proof of applicability.
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. The source passage cites 4-47-603. This identifies an authority to review, not proof of applicability.