{"data":{"id":"us-ar/ark.-code-ann.-4-37-105","jurisdiction":"us-ar","citation":"Ark. Code Ann. § 4-37-105","heading":"Governing law","body":"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 protected-series manager; or (iii) any protected-series transferee; (C) relations between any associated member and: (i) the protected-series manager: or (ii) any protected-series transferee; (D) the rights and duties of a protected-series manager; (E) governance decisions affecting the activities and affairs of the protected series and the conduct of those activities and affairs; and (F) procedures and conditions for becoming an associated member or protected-series transferee; (2) the relations between a protected series of a series limited liability company and each of the following: (A) the company; (B) another protected series of the company; (C) a member of the company which is not an associated member of the protected series; (D) a protected-series manager that is not a protected-series manager of the protected series; and (E) a protected-series transferee that is not a protected-series transferee of the protected series; (3) the liability of a person for a debt, obligation, or other liability of a protected series of a series limited liability company if the debt, obligation, or liability is asserted solely by reason of the person being or acting as: (A) an associated member, protected-series transferee, or protected-series manager of the protected series; (B) a member of the company which is not an associated member of the protected series; (C) a protected-series manager that is not a protected-series manager of the protected series; (D) a protected-series transferee that is not a protected-series transferee of the protected series; (E) a manager of the company; or (F) a transferee of a transferable interest of the company; (4) the liability of a series limited liability company for a debt, obligation, or other liability of a protected series of the company if the debt, obligation, or liability is asserted solely by reason of the company: (A) having delivered to the Secretary of State for filing under § 4-37-201(b) a protected series designation pertaining to the protected series or under § 4-37-201(d) or § 4-37-202(c) a statement of designation change pertaining to the protected series; (B) being or acting as a protected-series manager of the protected series; (C) having the protected series be or act as a manager of the company; or (D) owning a protected-series transferable interest of the protected series; and (5) the liability of a protected series of a series limited liability company for a debt, obligation, or other liability of the company or of another protected series of the company if the debt, obligation, or liability is asserted solely by reason of: (A) the protected series: (i) being a protected series of the company or having as a protected-series manager the company or another protected series of the company; or (ii) being or acting as a protected-series manager of another protected series of the company or a manager of the company; or (B) the company owning a protected-series transferable interest of the protected series. Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.\n\nThe law of this state governs:\nompany or having as a protected-series manager the company or another protected series of the company; or (ii) being or acting as a protected-series manager of another protected series of the company or a manager of the company; or (B) the company owning a protected-series transferable interest of the protected series. Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.\n\nThe law of this state governs:\n\n(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 protected-series manager; or (iii) any protected-series transferee; (C) relations between any associated member and: (i) the protected-series manager: or (ii) any protected-series transferee; (D) the rights and duties of a protected-series manager; (E) governance decisions affecting the activities and affairs of the protected series and the conduct of those activities and affairs; and (F) procedures and conditions for becoming an associated member or protected-series transferee;\n\n(A) relations among any associated members of the protected series;\n\n(B) relations among the protected series and: (i) any associated member; (ii) the protected-series manager; or (iii) any protected-series transferee;\n\n(i) any associated member;\n\n(ii) the protected-series manager; or\n\n(iii) any protected-series transferee;\n\n(C) relations between any associated member and: (i) the protected-series manager: or (ii) any protected-series transferee;\n\n(i) the protected-series manager: or\n\n(ii) any protected-series transferee;\n\n(D) the rights and duties of a protected-series manager;\n\n(E) governance decisions affecting the activities and affairs of the protected series and the conduct of those activities and affairs; and\n\n(F) procedures and conditions for becoming an associated member or protected-series transferee;\n\n(2) the relations between a protected series of a series limited liability company and each of the following: (A) the company; (B) another protected series of the company; (C) a member of the company which is not an associated member of the protected series; (D) a protected-series manager that is not a protected-series manager of the protected series; and (E) a protected-series transferee that is not a protected-series transferee of the protected series;\n\n(A) the company;\n\n(B) another protected series of the company;\n\n(C) a member of the company which is not an associated member of the protected series;\n\n(D) a protected-series manager that is not a protected-series manager of the protected series; and\n\n(E) a protected-series transferee that is not a protected-series transferee of the protected series;\n\n(3) the liability of a person for a debt, obligation, or other liability of a protected series of a series limited liability company if the debt, obligation, or liability is asserted solely by reason of the person being or acting as: (A) an associated member, protected-series transferee, or protected-series manager of the protected series; (B) a member of the company which is not an associated member of the protected series; (C) a protected-series manager that is not a protected-series manager of the protected series; (D) a protected-series transferee that is not a protected-series transferee of the protected series; (E) a manager of the company; or (F) a transferee of a transferable interest of the company;\n\n(A) an associated member, protected-series transferee, or protected-series manager of the protected series;\n\n(B) a member of the company which is not an associated member of the protected series;\n\n(C) a protected-series manager that is not a protected-series manager of the protected series;\n\n(D) a protected-series transferee that is not a protected-series transferee of the protected series;\n\n(E) a manager of the company; or\n\n(F) a transferee of a transferable interest of the company;\ne protected series;\n\n(B) a member of the company which is not an associated member of the protected series;\n\n(C) a protected-series manager that is not a protected-series manager of the protected series;\n\n(D) a protected-series transferee that is not a protected-series transferee of the protected series;\n\n(E) a manager of the company; or\n\n(F) a transferee of a transferable interest of the company;\n\n(4) the liability of a series limited liability company for a debt, obligation, or other liability of a protected series of the company if the debt, obligation, or liability is asserted solely by reason of the company: (A) having delivered to the Secretary of State for filing under § 4-37-201(b) a protected series designation pertaining to the protected series or under § 4-37-201(d) or § 4-37-202(c) a statement of designation change pertaining to the protected series; (B) being or acting as a protected-series manager of the protected series; (C) having the protected series be or act as a manager of the company; or (D) owning a protected-series transferable interest of the protected series; and\n\n(A) having delivered to the Secretary of State for filing under § 4-37-201(b) a protected series designation pertaining to the protected series or under § 4-37-201(d) or § 4-37-202(c) a statement of designation change pertaining to the protected series;\n\n(B) being or acting as a protected-series manager of the protected series;\n\n(C) having the protected series be or act as a manager of the company; or\n\n(D) owning a protected-series transferable interest of the protected series; and\n\n(5) the liability of a protected series of a series limited liability company for a debt, obligation, or other liability of the company or of another protected series of the company if the debt, obligation, or liability is asserted solely by reason of: (A) the protected series: (i) being a protected series of the company or having as a protected-series manager the company or another protected series of the company; or (ii) being or acting as a protected-series manager of another protected series of the company or a manager of the company; or (B) the company owning a protected-series transferable interest of the protected series.\n\n(A) the protected series: (i) being a protected series of the company or having as a protected-series manager the company or another protected series of the company; or (ii) being or acting as a protected-series manager of another protected series of the company or a manager of the company; or\n\n(i) being a protected series of the company or having as a protected-series manager the company or another protected series of the company; or\n\n(ii) being or acting as a protected-series manager of another protected series of the company or a manager of the company; or\n\n(B) the company owning a protected-series transferable interest of the protected series.","path":["AR Code","Title 4","Chapter 37","Subchapter 1"],"source_url":"https://oss-data-us.vaquill.ai/v2026.08/us_ar_statutes.parquet","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:41Z","sha256":"37cdbe0b07d989dd0d96e146972aa801566a9b20f2ea6e99fafa0dfe5f02bfc2","source_id":"us-ar","stale":false,"prev":"us-ar/ark.-code-ann.-4-37-104","next":"us-ar/ark.-code-ann.-4-37-106"},"notice":"GroundRules: Original legal text. Not legal advice."}