Title 4, Business and Commercial Law

(a) Bonds shall be executed by the manual or facsimile signature of the president of the water authority and by the manual or facsimile signature of the secretary of the water authority. (b) In case an officer whose signature appears on the bonds shall cease to be an officer befo…

(a) The principal of and interest on bonds may be secured by a pledge of the revenues of a water authority of that project financed by the water authority through its issuance of bonds or from any other source that the water authority may deem necessary and appropriate and may be…

(a) The principal of and interest on bonds issued under the authority of this subchapter shall be exempt from all state, county, and municipal taxes. (b) This exemption shall include income, inheritance, and estate taxes.

(a) The proceeds derived from all of the bonds other than refunding bonds may be used only to pay the costs of acquiring, constructing, improving, enlarging, and equipping the project with respect to which they were issued, as may be specified in the proceedings in which the bond…

(a) A water authority, at any time and from time to time, may issue refunding bonds for the purpose of refunding the principal of and interest on any bonds of the water authority theretofore issued under this subchapter or bonds originally issued by the qualified corporation and …

This chapter shall be known and may be cited as the “Arkansas Benefit Corporation Act”.

(a) This chapter shall apply to all benefit corporations. (b) This chapter does not imply that a contrary statute or rule of law applies to a business corporation that is not a benefit corporation. (c) (1) Except as otherwise provided in this chapter, the Arkansas Business Corpor…

(a) As used in this chapter:(1) “Benefit corporation” means a business corporation that is subject to this chapter;(2) “Benefit director” means the director designated as the benefit director of a benefit corporation under § 4-36-302;(3) “Benefit enforcement proceeding” means a c…

(a) A benefit corporation shall be formed under the Arkansas Business Corporation Act of 1987, § 4-27-101 et seq., and its articles of incorporation shall state that it is a benefit corporation. (b) The Secretary of State shall collect filing fees, service fees, and fees for copy…

(a) An existing business corporation may become a benefit corporation under this chapter by amending its articles of incorporation so that they contain, in addition to the requirements of § 4-27-202, a statement that the corporation is a benefit corporation. (b) To be effective, …

(a) A benefit corporation may end its benefit corporation status and not be subject to this chapter by amending its articles of incorporation to delete the statement in the articles of incorporation required by § 4-36-104 or § 4-36-105 to be stated in the articles of incorporatio…

(a) A benefit corporation shall have a purpose of creating a general public benefit and it is in addition to its purpose under § 4-36-103(a)(5). (b) (1) The articles of incorporation of a benefit corporation may identify one (1) or more specific public benefits that it is the pur…

(a) In discharging the duties of their respective positions and in considering the best interests of the benefit corporation, the board of directors, committees of the board, and individual directors of a benefit corporation:(1) Shall consider the effects of an action or inaction…

(a) The board of directors of a benefit corporation may include a director who:(1) Is designated the benefit director; and(2) Has the powers, duties, rights, and immunities provided in this subchapter in addition to the powers, duties, rights, and immunities of the other director…

(a) An officer of a benefit corporation shall consider the interests and factors described in § 4-36-301 if:(1) The officer has discretion to act with respect to a matter; and(2) It reasonably appears to the officer that the matter may have a material effect on the creation by th…

(a) A benefit corporation may have an officer designated as the benefit officer. (b) A benefit officer shall have:(1) The powers and duties relating to the purpose of the corporation to pursue a general public benefit or a specific public benefit provided:(A) By the bylaws; or(B)…

(a) Except in a benefit enforcement proceeding, a person may not bring an action or assert a claim against a benefit corporation or its directors or officers with respect to:(1) Failure to pursue or create a general public benefit or a specific public benefit stated in its articl…

(a) (1) A benefit corporation shall prepare an annual benefit report and an annual franchise tax report under § 26-54-104.(2) An annual benefit report shall include:(A) A narrative description of:(i) The ways in which the benefit corporation pursued the general public benefit dur…

This chapter may be cited as the “Uniform Protected Series Act”.

(1) In this chapter:(1) “Acquired entity” means the entity, all of one or more classes or series of interests of which are acquired in an interest exchange.(2) “Acquiring entity” means the entity that acquires all of one or more classes or series of interests of the acquired enti…

(1) A protected series of a series limited liability company is a person distinct from:(1) the company, subject to § 4-37-104(c), § 4-37-501(1), and § 4-37-502(d);(2) another protected series of the company;(3) a member of the company, whether or not the member is an associated m…

(a) A protected series of a series limited liability company has the capacity to sue and be sued in its own name. (b) Except as otherwise provided in subsections (c) and (d), a protected series of a series limited liability company has the same powers and purposes as the company.…

(1) The law of this state governs:(1) the internal affairs of a protected series of a series limited liability company, including:(A) relations among any associated members of the protected series;(B) relations among the protected series and:(i) any associated member;(ii) the pro…

(a) Except as otherwise provided in this section and subject to § 4-37-107 and § 4-37-108, the operating agreement of a series limited liability company governs:(1) the internal affairs of a protected series, including:(A) relations among any associated members of the protected s…

(a) An operating agreement may not vary the effect of:(1) this section;(2) section 4-37-103;(3) section 4-37-104(a);(4) section 4-37-104(b) to provide a protected series a power beyond the powers the Uniform Limited Liability Company Act, § 4-38-101 et seq., provides a limited li…

(a) Except as otherwise provided in subsection (b) and § 4-37-107, the following rules apply in applying § 4-37-106, § 4-37-304(c) and § 4-37-304(f), § 4-37-501(4)(A), § 4-37-502(a), and § 4-37-503(2):(1) a protected series of a series limited liability company is deemed to be a …

(a) With the affirmative vote or consent of all members of a limited liability company, the company may establish a protected series. (b) To establish a protected series, a limited liability company shall deliver to the Secretary of State for filing a protected series designation…

(a) Except as otherwise provided in subsection (b), the name of a protected series must comply with § 4-38-112. (b) The name of a protected series of a series limited liability company must:(1) begin with the name of the company, including any word or abbreviation required by § 4…

(a) The registered agent in this state for a series limited liability company is the registered agent in this state for each protected series of the company. (b) Before delivering a protected series designation to the Secretary of State for filing, a limited liability company sha…

(a) A protected series of a series limited liability company may be served with a process, notice, demand, or other record required or permitted by law by:(1) serving the company;(2) serving the registered agent of the protected series; or(3) other means authorized by law of this…

(a) On request of any person, the Secretary of State shall issue a certificate of good standing for a protected series of a series limited liability company or a certificate of registration for a foreign protected series if:(1) in the case of a protected series:(A) no statement o…

(a) In the annual report required by § 26-54-105, a series limited liability company shall include the name of each protected series of the company:(1) for which the company has previously delivered to the Secretary of State for filing a protected series designation; and(2) which…

(a) Only an asset of a protected series may be an associated asset of the protected series. Only an asset of a series limited liability company may be an associated asset of the company. (b) An asset of a protected series of a series limited liability company is an associated ass…

(a) Only a member of a series limited liability company may be an associated member of a protected series of the company. (b) A member of a series limited liability company becomes an associated member of a protected series of the company if the operating agreement or a procedure…

(a) A protected-series transferable interest of a protected series of a series limited liability company must be owned initially by an associated member of the protected series or the company. (b) If a protected series of a series limited liability company has no associated membe…

(a) A protected series may have more than one protected-series manager. (b) If a protected series has no associated members, the series limited liability company is the protected-series manager. (c) Section 4-37-108 applies to determine any duties of a protected-series manager of…

(a) A member of a series limited liability company which is not an associated member of a protected series of the company has a right to information concerning the protected series to the same extent, in the same manner, and under the same conditions that a member that is not a m…

(a) A person is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of:(1) a protected series of a series limited liability company solely by reason of being or acting as:(A) an associated member, series manager, or …

(a) Except as otherwise provided in subsection (b), a claim seeking to disregard a limitation in § 4-37-401 is governed by the principles of law and equity, including a principle providing a right to a creditor or holding a person liable for a debt, obligation, or other liability…

(1) Section 4-38-503 applies to a judgment creditor of:(1) an associated member or protected-series transferee of a protected series; or(2) a series limited liability company, to the extent the company owns a protected-series transferable interest of a protected series. (1) an as…

(a) In this section:(1) “Enforcement date” means 12:01 a.m. on the date on which a claimant first serves process on a series limited liability company or protected series in an action seeking to enforce under this section a claim against an asset of the company or protected serie…

(1) A protected series of a series limited liability company is dissolved, and its activities and affairs must be wound up, only on the:(1) dissolution of the company;(2) occurrence of an event or circumstance the operating agreement states causes dissolution of the protected ser…

(a) Subject to subsections (b) and (c) and in accordance with § 4-37-108:(1) a dissolved protected series shall wind up its activities and affairs in the same manner that a limited liability company winds up its activities and affairs under § 4-38-702, subject to the same require…

(1) If a series limited liability company that has been administratively dissolved is reinstated, or a series limited liability company that voluntarily dissolved rescinds its dissolution:(1) each protected series of the company ceases winding up; and(2) section 4-38-202 applies …

(1) In this subchapter:(1) “After a merger” or “after the merger” means when a merger under § 4-37-604 becomes effective and afterwards.(2) “Before a merger” or “before the merger” means before a merger under § 4-37-604 becomes effective.(3) “Continuing protected series” means a …

(1) A protected series may not:(1) be an acquiring, acquired, converting, converted, merging, or surviving entity;(2) participate in a domestication; or(3) be a party to or be formed, organized, established, or created in a transaction substantially like a merger, interest exchan…