Ark. Code Ann. » Title 4 Chapter 47
Arkansas Code Annotated

Ark. Code Ann. § 4-47-406 (2026)

Management rights of general partner

✓ current as of May 2026
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  1. Each general partner has equal rights in the management and conduct of the limited partnership's activities. Except as expressly provided in this chapter, any matter relating to the activities of the limited partnership may be exclusively decided by the general partner or, if there is more than one general partner, by a majority of the general partners.
  2. The consent of each partner is necessary to:
    1. amend the partnership agreement;
    2. amend the certificate of limited partnership to add or, subject to § 4-47-1110, delete a statement that the limited partnership is a limited liability limited partnership; and
    3. sell, lease, exchange, or otherwise dispose of all, or substantially all, of the limited partnership's property, with or without the good will, other than in the usual and regular course of the limited partnership's activities.
  3. A limited partnership shall reimburse a general partner for payments made and indemnify a general partner for liabilities incurred by the general partner in the ordinary course of the activities of the partnership or for the preservation of its activities or property.
  4. A limited partnership shall reimburse a general partner for an advance to the limited partnership beyond the amount of capital the general partner agreed to contribute.
  5. A payment or advance made by a general partner which gives rise to an obligation of the limited partnership under subsection (c) or (d) constitutes a loan to the limited partnership which accrues interest from the date of the payment or advance.
  6. A general partner is not entitled to remuneration for services performed for the partnership.

History. Acts 2007, No. 15, § 1.

Case Notes

General Partner Had Control Over Activities.

Under settlement proposed by trustee, which was not approved, bankruptcy trustee would not only be conveying 49 percent of stock but also giving up a potential cause of action for fraudulent conveyance for the other 51 percent under both bankruptcy law and Arkansas law. Court noted that company was sole general partner of a limited partnership and thus, had 100 percent control over the activities of that partnership under Arkansas law; therefore, if trustee recovered the stock, he would control the entity that conducted most of the farming business of debtor and her family and related entities. In re Caubble, 505 B.R. 857 (Bankr. E.D. Ark. 2014).

Notes of Decisions
Cited in 2 cases, 2014–2017 · leading case: Squire Court Partners Ltd. v. Centerline Credit Enhanced Partners LP (In re Squire Court Partners Ltd.), 574 B.R. 701 (E.D. Ark. 2017).
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Squire Court Partners Ltd. v. Centerline Credit Enhanced Partners LP (In re Squire Court Partners Ltd.), 574 B.R. 701 (E.D. Ark. 2017). · cites it 2× “Ark. Code Ann. § 4-47-406 (b)(3). Courts and commentators have applied similar statutory provisions to voluntary bankruptcy filings.”
In re Caubble, 505 B.R. 857 (Bankr. E.D. Ark. 2014). · cites it 2× “) See also Ark.Code Ann. § 4-47-406(a) (Michie 2011) (with limited exceptions, the general partner may exclusively decide any matter relating to the partnership activities).”
Ark. Code Ann. § 4-47-406(a): 1 case
In re Caubble, 505 B.R. 857 (Bankr. E.D. Ark. 2014). “) See also Ark.Code Ann. § 4-47-406(a) (Michie 2011) (with limited exceptions, the general partner may exclusively decide any matter relating to the partnership activities).”
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