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tions out of the limited partnership. Similar to the Arkansas corporate restrictions,50 these rules prohibit the limited partnership from making distributions which would render the limited partnership insolvent in either a bankruptcy or balance sheet sense.51 7. Judicial Expulsion of General Partner – In regard to dissociation of a general partner, the ULPA essentially adopts verbatim the UPA provisions.52 One resulting change from the prior RULPA53 is that a general partner can now be expelled as a result of judicial determination.54 Although such a remedy was probably already within the inherent judicial power of the court, the statute clarifies its availability. 8. Conversions and mergers – ULPA includes a detailed set of new provisions permitting limited partnerships to convert to or from, or to merge with, other organizations.55 The term “organization” includes general partnerships, LLPs, limited partnerships, LLLPs, LLCs, corporations, and business trusts, “whether or not organized for profit.”56
9. Voluntary Dissolution – The former RULPA permitted voluntary dissolution upon “the written consent of all partners.”57 The new ULPA reduces that requirement of unanimity by permitting voluntary dissolution upon “the consent of all general partners and of limited partners owning a majority of the rights to receive distributions . . . ,”58 which need not be in writing. 10. Creditor’s claims at dissolution – ULPA includes new procedures permitting a limited partnership to dispose of creditor’s claims at dissolution.59 These provisions, which are similar to the corporate statutes,60 specify particular procedures to notify creditors and bar claims against the dissolved limited partnership after designated periods of time. As this discussion indicates, the new Arkansas limited partnership act includes some interesting and significant changes. These changes not only de-link the limited partnership statute from that applicable to general partnerships, but acknowledge the narrower niche occupied by limited partnerships in the current business world. The new statute is therefore designed to meet the needs of the smaller pool of investors likely
to opt for the limited partnership format in the future. Endnotes: 1. The Unif. Limited Partnership Act (2001), adopted by 2007 Ark. Acts No. 15, codified at Ark. Code Ann. § 4-47-101 et seq. (Supp. 2007). 2. Unif. Limited Partnership Act (2001), 6A U.L.A. 325 (2008). 3. Although this is the generally effective date, some RULPA provisions continue to apply to previously formed limited partnerships. See Ark. Code Ann. § 4-47-1206 (Supp. 2007). 4. Revised Unif. Limited Partnership Act (1976) With The 1985 amendments, 6B U.L.A. 1(2008), adopted by 1991 Ark. Acts No. 1175 and codified at Ark. Code Ann. § 4-43-101 et seq. (Repl. 2001). 5. ULPA(2001), Prefatory Note, 6A U.L.A. 326 (2008). 6. Ark. Code Ann. § 4-47-201(a)(4) (Supp. 2007). 7. General partners in an LLLP are not personally liable for the obligations of the LLLP. See Ark. Code Ann. § 4-47-404(c) (Supp. 2007) and discussion of liability, infra. 8. Certificate of Limited Partnership (LP-01, Rev. 03/08) available at www.sos.arkansas.gov. 9. Certificate of Limited Liability Limited
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