Certificate of good standing for protected series

  1. Law
  2. Arkansas Code
  3. Business and Commercial Law
  4. Corporations and Associations
  5. Uniform Protected Series Act
  6. Establishing Protected Series
  7. Certificate of good standing for protected series

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  1. (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. (1) in the case of a protected series:

      1. (A) no statement of dissolution, termination, or relocation pertaining to the protected series has been filed; and

      2. (B) the company has delivered to the Secretary of State for filing the most recent annual report required by § 26-54-105 and the report includes the name of the protected series, unless:

        1. (i) when the company delivered the report for filing, the protected series designation pertaining to the protected series had not yet taken effect; or

        2. (ii) after the company delivered the report for filing, the company delivered to the Secretary of State for filing a statement of designation change changing the name of the protected series; or

    2. (2) in the case of a foreign protected series, it is registered to do business in this state.

  2. (b) A certificate issued under subsection (a) must state:

    1. (1) in the case of a protected series:

      1. (A) the name of the protected series of the series limited liability company and the name of the company;

      2. (B) that the requirements of subsection (a) are met;

      3. (C) the date the protected series designation pertaining to the protected series took effect; and

      4. (D) if a statement of designation change pertaining to the protected series has been filed, the effective date and contents of the statement;

    2. (2) in the case of a foreign protected series, that it is registered to do business in this state;

    3. (3) that the fees, taxes, interest, and penalties owed to this state by the protected series or foreign protected series and collected through the Secretary of State have been paid, if:

      1. (A) payment is reflected in the records of the Secretary of State; and

      2. (B) nonpayment affects the existence of the protected series; and

    4. (4) other facts reflected in the records of the Secretary of State pertaining to the protected series or foreign protected series which the person requesting the certificate reasonably requests.

  3. (c) Subject to any qualification stated by the Secretary of State in a certificate issued under subsection (a), the certificate may be relied on as conclusive evidence of the facts stated in the certificate.


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