Uniform Partnership Act
Arkansas · Business and Commercial Law · §§ 4-46-1001 to 4-46-913 · 71 sections
Overview
The act governs the formation, internal operation, and eventual dissolution of general partnerships, treating the partnership as an entity that can own and transfer property, sue and be sued, and act through its partners as agents. It supplies default rules for the relationship among partners — fiduciary duties, access to books and records, distributions, and what a partner owns and may transfer — while setting the terms on which the partnership and its individual partners become liable to outsiders, including creditors who reach a partner's transferable interest by court order. It also establishes filing mechanisms through which authority, its denial, a partner's departure, and dissolution can be made a matter of public record, and it defines when a partner's dissociation triggers a buyout rather than the end of the business, along with the process for winding up and settling accounts when the partnership does terminate.
Editorial summary generated from the text of this act. It is not part of the statute — read the sections below for the operative language.
In the courts
Sections of this act have been cited in 17 court decisions.
Most-cited authority: 352 Ark. 65 - Chavers v. Epsco, Inc.
Sections covered
- Ark. Code Ann. § 4-46-1001Statement of qualification
- Ark. Code Ann. § 4-46-1002Name
- Ark. Code Ann. § 4-46-1003Annual report
- Ark. Code Ann. § 4-46-101Definitions2 cites
- Ark. Code Ann. § 4-46-102Knowledge and notice1 cite
- Ark. Code Ann. § 4-46-103Effect of partnership agreement — Nonwaivable provisions
- Ark. Code Ann. § 4-46-104Supplemental principles of law
- Ark. Code Ann. § 4-46-105Execution, filing, and recording of statements
- Ark. Code Ann. § 4-46-106Governing law
- Ark. Code Ann. § 4-46-107Partnership subject to amendment or repeal of chapter
- Ark. Code Ann. § 4-46-1101Law governing foreign limited liability partnership
- Ark. Code Ann. § 4-46-1102Statement of foreign qualification
- Ark. Code Ann. § 4-46-1103Effect of failure to qualify
- Ark. Code Ann. § 4-46-1104Activities not constituting transacting business
- Ark. Code Ann. § 4-46-1105Action by Attorney General
- Ark. Code Ann. § 4-46-1201Uniformity of application and construction
- Ark. Code Ann. § 4-46-1202Short title
- Ark. Code Ann. § 4-46-1203Effective date
- Ark. Code Ann. § 4-46-1204, 4-46-1205. [Reserved.]
- Ark. Code Ann. § 4-46-1206Savings clause
- Ark. Code Ann. § 4-46-1207Fees
- Ark. Code Ann. § 4-46-201Partnership as entity
- Ark. Code Ann. § 4-46-202Formation of partnership2 cites
- Ark. Code Ann. § 4-46-203Partnership property
- Ark. Code Ann. § 4-46-204When property is partnership property1 cite
- Ark. Code Ann. § 4-46-301Partner agent of partnership1 cite
- Ark. Code Ann. § 4-46-302Transfer of partnership property
- Ark. Code Ann. § 4-46-303Statement of partnership authority
- Ark. Code Ann. § 4-46-304Statement of denial
- Ark. Code Ann. § 4-46-305Partnership liable for partner's actionable conduct
- Ark. Code Ann. § 4-46-306Partner's liability2 cites
- Ark. Code Ann. § 4-46-307Actions by and against partnership and partners
- Ark. Code Ann. § 4-46-308Liability of purported partner1 cite
- Ark. Code Ann. § 4-46-401Partner's rights and duties
- Ark. Code Ann. § 4-46-402Distributions in kind
- Ark. Code Ann. § 4-46-403Partner's rights and duties with respect to information
- Ark. Code Ann. § 4-46-404General standards of partner's conduct1 cite
- Ark. Code Ann. § 4-46-405Actions by partnership and partners
- Ark. Code Ann. § 4-46-406Continuation of partnership beyond definite term or particular undertaking
- Ark. Code Ann. § 4-46-501Partner not co-owner of partnership property
- Ark. Code Ann. § 4-46-502Partner's transferable interest in partnership1 cite
- Ark. Code Ann. § 4-46-503Transfer of partner's transferable interest
- Ark. Code Ann. § 4-46-504Partner's transferable interest subject to charging order2 cites
- Ark. Code Ann. § 4-46-601Events causing partner's dissociation
- Ark. Code Ann. § 4-46-602Partner's power to dissociate — Wrongful dissociation
- Ark. Code Ann. § 4-46-603Effect of partner's dissociation
- Ark. Code Ann. § 4-46-701Purchase of dissociated partner's interest
- Ark. Code Ann. § 4-46-702Dissociated partner's power to bind and liability to partnership
- Ark. Code Ann. § 4-46-703Dissociated partner's liability to other persons1 cite
- Ark. Code Ann. § 4-46-704Statement of dissociation
- Ark. Code Ann. § 4-46-705Continued use of partnership name
- Ark. Code Ann. § 4-46-801Events causing dissolution and winding up of partnership business
- Ark. Code Ann. § 4-46-802Partnership continues after dissolution
- Ark. Code Ann. § 4-46-803Right to wind up partnership business1 cite
- Ark. Code Ann. § 4-46-804Partner's power to bind partnership after dissolution1 cite
- Ark. Code Ann. § 4-46-805Statement of dissolution
- Ark. Code Ann. § 4-46-806Partner's liability to other partners after dissolution
- Ark. Code Ann. § 4-46-807Settlement of accounts and contributions among partners
- Ark. Code Ann. § 4-46-901Definitions
- Ark. Code Ann. § 4-46-902Conversion
- Ark. Code Ann. § 4-46-903Action on plan of conversion by converting partnership
- Ark. Code Ann. § 4-46-904Filings required for conversion — Effective date
- Ark. Code Ann. § 4-46-905Effect of conversion
- Ark. Code Ann. § 4-46-906Merger
- Ark. Code Ann. § 4-46-907Action on plan of merger by constituent partnership
- Ark. Code Ann. § 4-46-908Filings required for merger — Effective date
- Ark. Code Ann. § 4-46-909Effect of merger
- Ark. Code Ann. § 4-46-910Restrictions on approval of conversions and mergers and on relinquishing limited liability partnership status
- Ark. Code Ann. § 4-46-911Liability of partner after conversion or merger
- Ark. Code Ann. § 4-46-912Power of partners and persons dissociated as partners to bind organization after conversion or merger
- Ark. Code Ann. § 4-46-913Chapter not exclusive
Enacted in other states
Alaska, California, Colorado, Connecticut, District of Columbia, Iowa, Idaho, Illinois, Indiana, Kentucky, Minnesota, Montana, North Carolina, New Hampshire, New Jersey, New Mexico, Ohio, Pennsylvania, South Carolina, South Dakota, Tennessee, Utah, Virginia, West Virginia, Wyoming
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