Uniform Protected Series Act
Arkansas · Business and Commercial Law · §§ 4-37-101 to 4-37-805 · 43 sections
Overview
The Uniform Protected Series Act governs series limited liability companies — LLCs that can establish one or more "protected series" within the same company, each capable of holding its own assets, admitting its own members, and being managed separately from the company and from other series. Its central mechanism is a liability shield: assets associated with a particular protected series are generally insulated from claims against the company or its other series, subject to rules on when that limitation can be disregarded and how a judgment creditor may reach a member's interest. The act also supplies the surrounding administrative and transactional machinery — formation by designation, naming and registered-agent requirements, service of process, annual reporting, information rights, dissolution and winding up, restrictions on entity transactions and mergers, and registration of foreign protected series.
Editorial summary generated from the text of this act. It is not part of the statute — read the sections below for the operative language.
Sections covered
- Ark. Code Ann. § 4-37-101Short title
- Ark. Code Ann. § 4-37-102Definitions
- Ark. Code Ann. § 4-37-103Nature of protected series
- Ark. Code Ann. § 4-37-104Powers and duration of protected series
- Ark. Code Ann. § 4-37-105Governing law
- Ark. Code Ann. § 4-37-106Relation of operating agreement, this chapter, and the Small Business Entity Tax Pass Through Act
- Ark. Code Ann. § 4-37-107Additional limitations on operating agreement
- Ark. Code Ann. § 4-37-108Rules for applying Small Business Entity Tax Pass Through Act to specified provisions of chapter
- Ark. Code Ann. § 4-37-201Protected series designation — Amendment
- Ark. Code Ann. § 4-37-202Name
- Ark. Code Ann. § 4-37-203Registered agent
- Ark. Code Ann. § 4-37-204Service of process, notice, demand, or other record
- Ark. Code Ann. § 4-37-205Certificate of good standing for protected series
- Ark. Code Ann. § 4-37-206Information required in annual report — Effect of failure to provide
- Ark. Code Ann. § 4-37-301Associated asset
- Ark. Code Ann. § 4-37-302Associated member
- Ark. Code Ann. § 4-37-303Protected-Series transferable interest
- Ark. Code Ann. § 4-37-304Management
- Ark. Code Ann. § 4-37-305Right of person not associated member of protected series to information concerning protected series
- Ark. Code Ann. § 4-37-401Limitations on liability
- Ark. Code Ann. § 4-37-402Claim seeking to disregard limitation of liability
- Ark. Code Ann. § 4-37-403Remedies of judgment creditor of associated member of protected-series transferee
- Ark. Code Ann. § 4-37-404Enforcement against non-associated asset
- Ark. Code Ann. § 4-37-501Events causing dissolution of protected series
- Ark. Code Ann. § 4-37-502Winding up dissolved protected series
- Ark. Code Ann. § 4-37-503Effect of reinstatement of series limited liability company or revocation of voluntary dissolution
- Ark. Code Ann. § 4-37-601Definitions
- Ark. Code Ann. § 4-37-602Protected series may not be party to entity transaction
- Ark. Code Ann. § 4-37-603Restriction on entity transaction involving protected series
- Ark. Code Ann. § 4-37-604Merger authorized — Parties restricted
- Ark. Code Ann. § 4-37-605Plan of merger
- Ark. Code Ann. § 4-37-606Statement of merger
- Ark. Code Ann. § 4-37-607Effect of merger
- Ark. Code Ann. § 4-37-608Application of § 4-37-404 after merger
- Ark. Code Ann. § 4-37-701Governing law
- Ark. Code Ann. § 4-37-702No attribution of activities constituting doing business or for establishing jurisdiction
- Ark. Code Ann. § 4-37-703Registration of foreign protected series
- Ark. Code Ann. § 4-37-704Disclosure required when foreign series limited liability company or foreign protected series party to proceeding
- Ark. Code Ann. § 4-37-801Uniformity of application and construction
- Ark. Code Ann. § 4-37-802Relation to Electronic Signatures in Global and National Commerce Act
- Ark. Code Ann. § 4-37-803Transitional provisions
- Ark. Code Ann. § 4-37-804Savings clause
- Ark. Code Ann. § 4-37-805Effective date
Enacted in other states
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