{"data":{"id":"us-ar/ark.-code-ann.-4-37-701","jurisdiction":"us-ar","citation":"Ark. Code Ann. § 4-37-701","heading":"Governing law","body":"The law of the jurisdiction of formation of a foreign series limited liability company governs: (1) the internal affairs of a foreign protected series of the company, including: (A) relations among any associated members of the foreign protected series; (B) relations between the foreign 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: (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 foreign 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) relations between the foreign protected series and: (A) the company; (B) another foreign protected series of the company; (C) a member of the company which is not an associated member of the foreign protected series; (D) a foreign protected-series manager that is not a protected-series manager of the protected series; (E) a foreign protected-series transferee that is not a foreign protected-series transferee of the protected series; and (F) a transferee of a transferable interest of the company; (3) except as otherwise provided in § 4-37-402 and § 4-37-404 , the liability of a person for a debt, obligation, or other liability of a foreign protected series of a foreign 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 foreign protected series; (B) a member of the company which is not an associated member of the foreign protected series; (C) a protected-series manager of another foreign protected series of the company; (D) a protected-series transferee of another foreign protected series of the company; (E) a manager of the company; or (F) a transferee of a transferable interest of the company; and (4) except as otherwise provided in § 4-37-402 and § 4-37-404 : (A) the liability of the foreign series limited liability company for a debt, obligation, or other liability of a foreign protected series of the company if the debt, obligation, or liability is asserted solely by reason of the foreign protected series being a foreign protected series of the company or the company: (i) being or acting as a foreign protected-series manager of the foreign protected series; (ii) having the foreign protected series manage the company; or (iii) owning a protected-series transferable interest of the foreign protected series; and (B) the liability of a foreign protected series for a debt, obligation, or other liability of the company or another foreign protected series of the company if the debt, obligation, or liability is asserted solely by reason of the foreign protected series: (i) being a foreign protected series of the company or having the company or another foreign protected series of the company be or act as foreign protected-series manager of the foreign protected series; or (ii) managing the company or being or acting as a foreign protected-series manager of another foreign protected series of the company. Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.\n\nThe law of the jurisdiction of formation of a foreign series limited liability company governs:\noreign protected series of the company be or act as foreign protected-series manager of the foreign protected series; or (ii) managing the company or being or acting as a foreign protected-series manager of another foreign protected series of the company. Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.\n\nThe law of the jurisdiction of formation of a foreign series limited liability company governs:\n\n(1) the internal affairs of a foreign protected series of the company, including: (A) relations among any associated members of the foreign protected series; (B) relations between the foreign 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: (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 foreign 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 foreign protected series;\n\n(B) relations between the foreign 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: (ii) any protected-series transferee;\n\n(i) the protected-series manager:\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 foreign 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) relations between the foreign protected series and: (A) the company; (B) another foreign protected series of the company; (C) a member of the company which is not an associated member of the foreign protected series; (D) a foreign protected-series manager that is not a protected-series manager of the protected series; (E) a foreign protected-series transferee that is not a foreign protected-series transferee of the protected series; and (F) a transferee of a transferable interest of the company;\n\n(A) the company;\n\n(B) another foreign protected series of the company;\n\n(C) a member of the company which is not an associated member of the foreign protected series;\n\n(D) a foreign protected-series manager that is not a protected-series manager of the protected series;\n\n(E) a foreign protected-series transferee that is not a foreign protected-series transferee of the protected series; and\n\n(F) a transferee of a transferable interest of the company;\ns of the company;\n\n(C) a member of the company which is not an associated member of the foreign protected series;\n\n(D) a foreign protected-series manager that is not a protected-series manager of the protected series;\n\n(E) a foreign protected-series transferee that is not a foreign protected-series transferee of the protected series; and\n\n(F) a transferee of a transferable interest of the company;\n\n(3) except as otherwise provided in § 4-37-402 and § 4-37-404 , the liability of a person for a debt, obligation, or other liability of a foreign protected series of a foreign 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 foreign protected series; (B) a member of the company which is not an associated member of the foreign protected series; (C) a protected-series manager of another foreign protected series of the company; (D) a protected-series transferee of another foreign protected series of the company; (E) a manager of the company; or (F) a transferee of a transferable interest of the company; and\n\n(A) an associated member, protected-series transferee, or protected-series manager of the foreign protected series;\n\n(B) a member of the company which is not an associated member of the foreign protected series;\n\n(C) a protected-series manager of another foreign protected series of the company;\n\n(D) a protected-series transferee of another foreign protected series of the company;\n\n(E) a manager of the company; or\n\n(F) a transferee of a transferable interest of the company; and\n\n(4) except as otherwise provided in § 4-37-402 and § 4-37-404 : (A) the liability of the foreign series limited liability company for a debt, obligation, or other liability of a foreign protected series of the company if the debt, obligation, or liability is asserted solely by reason of the foreign protected series being a foreign protected series of the company or the company: (i) being or acting as a foreign protected-series manager of the foreign protected series; (ii) having the foreign protected series manage the company; or (iii) owning a protected-series transferable interest of the foreign protected series; and (B) the liability of a foreign protected series for a debt, obligation, or other liability of the company or another foreign protected series of the company if the debt, obligation, or liability is asserted solely by reason of the foreign protected series: (i) being a foreign protected series of the company or having the company or another foreign protected series of the company be or act as foreign protected-series manager of the foreign protected series; or (ii) managing the company or being or acting as a foreign protected-series manager of another foreign protected series of the company.\n\n(A) the liability of the foreign series limited liability company for a debt, obligation, or other liability of a foreign protected series of the company if the debt, obligation, or liability is asserted solely by reason of the foreign protected series being a foreign protected series of the company or the company: (i) being or acting as a foreign protected-series manager of the foreign protected series; (ii) having the foreign protected series manage the company; or (iii) owning a protected-series transferable interest of the foreign protected series; and\nebt, obligation, or liability is asserted solely by reason of the foreign protected series being a foreign protected series of the company or the company: (i) being or acting as a foreign protected-series manager of the foreign protected series; (ii) having the foreign protected series manage the company; or (iii) owning a protected-series transferable interest of the foreign protected series; and\n\n(i) being or acting as a foreign protected-series manager of the foreign protected series;\n\n(ii) having the foreign protected series manage the company; or\n\n(iii) owning a protected-series transferable interest of the foreign protected series; and\n\n(B) the liability of a foreign protected series for a debt, obligation, or other liability of the company or another foreign protected series of the company if the debt, obligation, or liability is asserted solely by reason of the foreign protected series: (i) being a foreign protected series of the company or having the company or another foreign protected series of the company be or act as foreign protected-series manager of the foreign protected series; or (ii) managing the company or being or acting as a foreign protected-series manager of another foreign protected series of the company.\n\n(i) being a foreign protected series of the company or having the company or another foreign protected series of the company be or act as foreign protected-series manager of the foreign protected series; or\n\n(ii) managing the company or being or acting as a foreign protected-series manager of another foreign protected series of the company.","path":["AR Code","Title 4","Chapter 37","Subchapter 7"],"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":"716d6f0e936c76de2330c27c47e26f26edb56c0bad8753bc9acc8dee1d3bb884","source_id":"us-ar","stale":false,"prev":"us-ar/ark.-code-ann.-4-37-608","next":"us-ar/ark.-code-ann.-4-37-702"},"notice":"GroundRules: Original legal text. Not legal advice."}