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2017 Arkansas Code
Title 4 - Business and Commercial Law
Subtitle 3 - Corporations and Associations
Chapter 32 - Small Business Entity Tax Pass Through Act
Subchapter 12 - Conversion and Merger
§ 4-32-1201. Definitions
Universal Citation: AR Code § 4-32-1201 (2017)
- In this subchapter:
- (1) "Constituent limited liability company" means a constituent organization that is a limited liability company;
- (2) "Constituent organization" means an organization that is party to a merger;
- (3) "Converted organization" means the organization into which a converting organization converts under §§ 4-32-1202 -- 4-32-1205;
- (4) "Converting limited liability company" means a converting organization that is a limited liability company;
- (5) "Converting organization" means an organization that converts into another organization under § 4-32-1202;
- (6) "Governing statute" of an organization means the statute that governs the organization's internal affairs;
- (7) "In a record" means maintained or kept on file by the organization at an office of the organization or with the Secretary of State;
- (8) (A) "Organization" means:
- (i) A partnership, including a limited liability partnership;
- (ii) A limited partnership, including a limited liability limited partnership;
- (iii) A limited liability company;
- (iv) A business trust;
- (v) A corporation; or
- (vi) Any other entity that has a governing statute.
- (B) "Organization" includes a domestic or foreign organization whether or not the organization is organized for profit;
- (9) "Organizational documents" means:
- (A) For a domestic or foreign general partnership, its partnership agreement and if applicable statement of qualification;
- (B) For a domestic or foreign limited partnership, its certificate of limited partnership and partnership agreement;
- (C) For a domestic or foreign limited liability company, its articles of organization and operating agreement or the comparable records provided for in its governing statute;
- (D) For a business trust, its agreement of trust and declaration of trust;
- (E) For a domestic or foreign corporation for profit, its articles of incorporation, bylaws, and other agreements among its shareholders which are authorized by its governing statute or the comparable records provided for in its governing statute; and
- (F) For any other organization, the records that:
- (i) Create the organization;
- (ii) Determine the internal governance of the organization; and
- (iii) Determine the relations among the organization's owners, members, and interested parties; and
- (10) "Surviving organization" means an organization into which one or more other organizations are merged.
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