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4-47-801. Nonjudicial dissolution.
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. A text match is a research starting point; applicability is not established.
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Record provenance
Stable record: arkansas_code:legal_authorities:4-47-801
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: b5bd89a1ff85bf8ef0d7e4d6eeebf5b7137604813fdccdf2b5c124dd3697f160
Source location: content.xml paragraph 28003
Stored source content
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).
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Arkansas Code — all titles (historical 2020) · legal_authorities
4-47-802. Judicial dissolution.
On application by a partner the circuit court may order dissolution of a limited partnership if it is not reasonably practicable to carry on the activities of the limited partnership in conformity with the partnership agreement.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-47-802
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 4-47-802. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-47-809. Administrative dissolution.
(a) The Secretary of State may dissolve a limited partnership administratively if the limited partnership does not, within 60 days after the due date:
(1) pay any fee, tax, or penalty due to the Secretary of State under this chapter or other law; or
(2) deliver its annual report to the Secretary of State.
(b) If the Secretary of State determines that a ground exists for administratively dissolving a limited partnership, the Secretary of State shall file a record of the determination and serve the limited partnership with a copy of the filed record.
(c) If within 60 days after service of the copy the limited partnership does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist, the Secretary of State shall administratively dissolve the limited partnership by preparing, signing and filing a declaration of dissolution that states the grounds for dissolution. The Secretary of State shall serve the limited partnership with a copy of the filed declaration.
(d) A limited partnership administratively dissolved continues its existence but may carry on only activities necessary to wind up its activities and liquidate its assets under §§ 4-47-803 and 4-47-812 and to notify claimants under §§ 4-47-806 and 4-47-807.
(e) The administrative dissolution of a limited partnership does not terminate the authority of its agent for service of process.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-47-809
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 4-47-809. This identifies an authority to review, not proof of applicability.