Arkansas Partnership Agreement

Arkansas partnership agreements present, in detail, the operations and structure of a partnership. Additionally, the signature partners are specifically defined through their roles, status, contributions, and the terms and conditions of their participation.

Last updated December 12th, 2024

Arkansas partnership agreements present, in detail, the operations and structure of a partnership. Additionally, the signature partners are specifically defined through their roles, status, contributions, and the terms and conditions of their participation.

12 Downloads
  1. Home »
  2. Partnership Agreements »
  3. Arkansas

Arkansas Partnership Types (4)

Partnership Type State Filing Requirement
General Partnership (GP) While not explicitly required, a Statement of Partnership Authority may be registered with the Arkansas Secretary of State ($50.00).
Limited Partnership (LP) Certificate of Limited Partnership or LLLP ($50.00)
Application for Certificate of Authority of Foreign Limited Partnership ($300.00)
Limited Liability Partnership (LLP) Statement of Qualification of Limited Liability Partnership (LLP) (Fee: $50.00)
Statement of Qualification of Foreign LLP ($300.00)
Limited Liability Limited Partnership (LLLP) Certificate of Limited Partnership or LLLP ($50.00)
Application for Certificate of Authority of Foreign Limited Liability Limited Partnership ($300.00)

Fiduciary Duty

  • General Partners Duty of Care
    • General partners do not engage in “grossly negligent or reckless conduct” with their partnership’s operations, such as management, contract negotiations, and general health.[1]
    • Regardless of the nature of the partnership, general partners complete their partnership duties with “good faith and fair dealing.” [2]
  • General Partners Duty Of Loyalty
    • General partners in any partnership (i.e., GP, LP, LLP, etc.) must “refrain from competing” with the partnership or acting counterproductively to its health.[3]
  • Limited Partners
    • Limited partners generally hold no fiduciary duties, nor can they manage or bind the LP “solely by reason of being a limited partner.”[4][5]

Liability

  • General Partner Liability
    • A general partner that causes “loss or injury” to a person while engaging in any partnership business or operations activity may cause the limited partnership (of any kind) to be held liable.[6]
  • Limited Partners
    • No obligations, contractual or otherwise, held by a type of limited partnership are “the obligation of limited partners.”[7]
  • Partnerships
    • A general or limited partnership is at risk of liability for money or property received by a general partner on behalf of the partnership but has been ‘misapplied.[8]

State Definitions (3)

General partner means “a person” who is a partner with the authority and responsibility of directly managing the business, is in a limited partnership as such, and can be explicitly identified as a general partner in a limited partnership under § 4-47-401 or § 4-47-1206(a).[9]

Limited partner means a person in a limited partnership because of a predetermined contribution (i.e., monetary, equity), little to no involvement, and preset benefits “as provided in the partnership agreement.”[10][11]

General partnership means when “two (2) or more persons” act as the co-owners of a business for profit.[12]

Limited partnership means a formal partnership that is composed of “one or more” general as well as limited partners and formed in Arkansas by submitting its Certificate of Limited Partnership or LLLP successfully.[13]

Limited liability partnership is a formal partnership that has filed a “statement of qualification under § 4-46-1001” specifically with and in the State of Arkansas.[14]

Limited liability limited partnership is a limited partnership that has filed a certificate of limited partnership specifically declaring its limited liability limited partnership status.[15]