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4-47-605. Effect of dissociation as general partner.
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. A text match is a research starting point; applicability is not established.
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Record provenance
Stable record: arkansas_code:legal_authorities:4-47-605
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 9cfc25c003d3b9e0f19ffa63cc969a3fb473dbdb0ca6163cd892dea0f59652de
Source location: content.xml paragraph 27911
Stored source content
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.
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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.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-47-704. Power of estate of deceased partner.
If a partner dies, the deceased partner's personal representative or other legal representative may exercise the rights of a transferee as provided in § 4-47-702 and, for the purposes of settling the estate, may exercise the rights of a current limited partner under § 4-47-304.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-47-704
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 4-47-704. This identifies an authority to review, not proof of applicability.