Protected and Registered Series LLC Formation Requirements in Arkansas
At a glance
| Governing act and covered entity | Ark. Code §§ 4-37-101 et seq. Uniform Protected Series Act and 4-38-101 et seq. ordinary LLC act. |
|---|---|
| Domestic series route | Domestic LLC may establish protected series by all-member vote/consent and filed designation (§ 4-37-201(a)-(c)). |
| Parent LLC authorization and notice | Parent LLC formed under § 4-38-201; protected-series designation is the separate public record (§ 4-37-201(b)); operating agreement governs series affairs (§ 4-37-106). |
| Who creates a series and when | All members approve; company signs designation; series established when designation takes effect under § 4-38-207 (§ 4-37-201). |
| Series-level public filing | Designation filed with Secretary of State, states parent and series names, signed by authorized person (§ 4-37-201(b),(e)); effective under § 4-38-207. |
| Series name | Name begins with full parent name and contains “Protected Series,” “P.S.,” or “PS”; also follows LLC name standard (§ 4-37-202). |
| Records and associated assets | Series asset records identify asset, acquisition, and interseries consideration; titled associated assets may not sit in parent/other-series name (§ 4-37-301). |
| Statutory asset segregation | Parent and series debts allocated separately (§ 4-37-401(b)); creditor can reach nonassociated assets under § 4-37-404. |
| Changes and termination | Name changes by company-signed designation change (§ 4-37-201(d)); dissolution events and optional dissolution/cancellation records (§§ 4-37-501 to -502). |
| Outside scope and effect limits | § 4-37-404 permits reach to nonassociated assets in stated cases; foreign recognition, tax, bankruptcy, contracts, and actual recovery require separate analysis. |
Requirements one by one
Approval, designation, and effective time
All members must vote or consent affirmatively to establish a protected series. The company files a signed designation stating the parent and series names, and a company record must be signed by an authorized person. The series exists when the designation takes effect under § 4-38-207. Ark. Code § 4-37-201(a)-(c),(e).
Series name
The series name begins with the parent LLC name and includes “Protected Series,” “P.S.,” or “PS.” Ark. Code § 4-37-202(b).
Asset records and liability allocation
Series records must identify an associated asset, when and from whom it was acquired, and any consideration for a transfer from the parent or another series. The series cannot hold an associated asset in the name of the parent or another series. Ark. Code § 4-37-301(b),(e).
Parent debts and protected-series debts are separately assigned, subject to the creditor rule in § 4-37-404. Ark. Code § 4-37-401(b). That rule allows a parent judgment to reach a series asset that was nonassociated when the liability arose or when enforcement began. Ark. Code § 4-37-404(b)(1).
Change and termination filings
A company-signed designation change updates the parent or series name. Dissolution follows parent dissolution, an agreement event, unanimous member consent, or one of the specified court orders. The parent may file a dissolution statement and, after winding up, a designation cancellation. Ark. Code §§ 4-37-201(d), -501 to -502.
What trips people up
The 2019 enacting act labeled the series chapter 4-41; the current citation is Chapter 37. The 2021 amendment expressly names §§ 4-37-201 and -202 and replaces the designation's effectiveness cross-reference with § 4-38-207. 2019 Ark. Act 665, § 1; 2021 Ark. Act 1041, §§ 10-12.
Common questions
Does each series need a separate registered agent? The parent's Arkansas registered agent serves each protected series. Ark. Code § 4-37-203(a).
Who proves that an asset was associated with a series? The party asserting association bears that burden in a proceeding under § 4-37-404(d).
Statutes and sources
- Ark. Code § 4-37-101 (2019 Act 665 § 1): “This chapter may be cited as the "Uniform Protected Series Act".” https://www.arkleg.state.ar.us/Home/FTPDocument?path=%2FACTS%2F2019R%2FPublic%2FACT665.pdf (accessed 2026-09-27).
- Ark. Code § 4-38-201(a) (2021 Act 1041): “One or more persons may act as organizers to form a limited liability company by delivering to the Secretary of State for filing a certificate of organization.” https://www.arkleg.state.ar.us/Home/FTPDocument?path=%2FACTS%2F2021R%2FPublic%2FACT1041.pdf (accessed 2026-09-27).
- Ark. Code § 4-37-106(a) (2019 Act 665 § 1): “the operating agreement of a series limited liability company governs:” https://www.arkleg.state.ar.us/Home/FTPDocument?path=%2FACTS%2F2019R%2FPublic%2FACT665.pdf (accessed 2026-09-27).
- Ark. Code § 4-37-201(a)-(b) (2019 Act 665 § 1): “With the affirmative vote or consent of all members of a limited liability company, the company may establish a protected series.” https://www.arkleg.state.ar.us/Home/FTPDocument?path=%2FACTS%2F2019R%2FPublic%2FACT665.pdf (accessed 2026-09-27).
- Ark. Code § 4-37-201(b) (2019 Act 665 § 1): “To establish a protected series, a limited liability company shall deliver to the Secretary of State for filing a protected series designation, signed by the company, stating the name of the company and the name of the protected series to be established.” https://www.arkleg.state.ar.us/Home/FTPDocument?path=%2FACTS%2F2019R%2FPublic%2FACT665.pdf (accessed 2026-09-27).
- Ark. Code § 4-37-201(c) (2021 Act 1041 § 10): “A protected series is established when the protected series designation takes effect under § 4-32-206 § 4-38-207.” https://www.arkleg.state.ar.us/Home/FTPDocument?path=%2FACTS%2F2021R%2FPublic%2FACT1041.pdf (accessed 2026-09-27).
- Ark. Code § 4-37-201(d) (2019 Act 665 § 1): “To amend a protected series designation, a series limited liability company shall deliver to the Secretary of State for filing a statement of designation change, signed by the company, that changes the name of the company, the name of the protected series to which the designation applies, or both.” https://www.arkleg.state.ar.us/Home/FTPDocument?path=%2FACTS%2F2019R%2FPublic%2FACT665.pdf (accessed 2026-09-27).
- Ark. Code § 4-37-201(e) (2019 Act 665 § 1): “A record signed by a limited liability company must be signed by a person authorized by the company.” https://www.arkleg.state.ar.us/Home/FTPDocument?path=%2FACTS%2F2019R%2FPublic%2FACT665.pdf (accessed 2026-09-27).
- Ark. Code § 4-37-202(b) (2021 Act 1041 § 12): “The name of a protected series of a series limited liability company must:” https://www.arkleg.state.ar.us/Home/FTPDocument?path=%2FACTS%2F2021R%2FPublic%2FACT1041.pdf (accessed 2026-09-27).
- Ark. Code § 4-37-202(b)(1)-(2) (2021 Act 1041 § 12): “begin with the name of the company, including any word or abbreviation required by § 4-32-103 § 4-38-112; and” https://www.arkleg.state.ar.us/Home/FTPDocument?path=%2FACTS%2F2021R%2FPublic%2FACT1041.pdf (accessed 2026-09-27).
- Ark. Code § 4-37-202(b)(2) (2021 Act 1041 § 12): “contain the phrase “Protected Series” or “protected series” or the abbreviation “P.S.” or “PS”.” https://www.arkleg.state.ar.us/Home/FTPDocument?path=%2FACTS%2F2021R%2FPublic%2FACT1041.pdf (accessed 2026-09-27).
- Ark. Code § 4-37-203(a)-(b) (2019 Act 665 § 1): “The registered agent in this state for a series limited liability company is the registered agent in this state for each protected series of the company.” https://www.arkleg.state.ar.us/Home/FTPDocument?path=%2FACTS%2F2019R%2FPublic%2FACT665.pdf (accessed 2026-09-27).
- Ark. Code § 4-37-301(b) (2019 Act 665 § 1): “An asset of a protected series of a series limited liability company is an associated asset of the protected series only if the protected series creates and maintains records that state the name of the protected series and describe the asset with sufficient specificity to permit a disinterested, reasonable individual to:” https://www.arkleg.state.ar.us/Home/FTPDocument?path=%2FACTS%2F2019R%2FPublic%2FACT665.pdf (accessed 2026-09-27).
- Ark. Code § 4-37-301(b)(1)-(3) (2019 Act 665 § 1): “identify the asset and distinguish it from any other asset of the protected series, any asset of the company, and any asset of any other protected series of the company;” https://www.arkleg.state.ar.us/Home/FTPDocument?path=%2FACTS%2F2019R%2FPublic%2FACT665.pdf (accessed 2026-09-27).
- Ark. Code § 4-37-301(b)(2) (2019 Act 665 § 1): “determine when and from what person the protected series acquired the asset” https://www.arkleg.state.ar.us/Home/FTPDocument?path=%2FACTS%2F2019R%2FPublic%2FACT665.pdf (accessed 2026-09-27).
- Ark. Code § 4-37-301(b)(3) (2019 Act 665 § 1): “if the protected series acquired the asset from the company or another protected series of the company, determine any consideration paid, the payor, and the payee.” https://www.arkleg.state.ar.us/Home/FTPDocument?path=%2FACTS%2F2019R%2FPublic%2FACT665.pdf (accessed 2026-09-27).
- Ark. Code § 4-37-301(e) (2019 Act 665 § 1): “a protected series may not hold an associated asset in the name of the company or another protected series of the company; and” https://www.arkleg.state.ar.us/Home/FTPDocument?path=%2FACTS%2F2019R%2FPublic%2FACT665.pdf (accessed 2026-09-27).
- Ark. Code § 4-37-401(b)(1)-(2) (2019 Act 665 § 1): “A debt, obligation, or other liability of a series limited liability company is solely the debt, obligation, or liability of the company.” https://www.arkleg.state.ar.us/Home/FTPDocument?path=%2FACTS%2F2019R%2FPublic%2FACT665.pdf (accessed 2026-09-27).
- Ark. Code § 4-37-401(b)(2) (2019 Act 665 § 1): “A debt, obligation, or other liability of a protected series is solely the debt, obligation, or liability of the protected series.” https://www.arkleg.state.ar.us/Home/FTPDocument?path=%2FACTS%2F2019R%2FPublic%2FACT665.pdf (accessed 2026-09-27).
- Ark. Code § 4-37-404(b)(1) (2019 Act 665 § 1): “A judgment against the company may be enforced against an asset of a protected series of the company if the asset:” https://www.arkleg.state.ar.us/Home/FTPDocument?path=%2FACTS%2F2019R%2FPublic%2FACT665.pdf (accessed 2026-09-27).
- Ark. Code § 4-37-404(b)(1)(A)-(B) (2019 Act 665 § 1): “was a non-associated asset of the protected series on the incurrence date; or” https://www.arkleg.state.ar.us/Home/FTPDocument?path=%2FACTS%2F2019R%2FPublic%2FACT665.pdf (accessed 2026-09-27).
- Ark. Code § 4-37-404(b)(1)(B) (2019 Act 665 § 1): “is a non-associated asset of the protected series on the enforcement date.” https://www.arkleg.state.ar.us/Home/FTPDocument?path=%2FACTS%2F2019R%2FPublic%2FACT665.pdf (accessed 2026-09-27).
- Ark. Code § 4-37-404(d) (2019 Act 665 § 1): “In a proceeding under this section, the party asserting that an asset is or was an associated asset of a series limited liability company or a protected series of the company has the burden of proof on the issue.” https://www.arkleg.state.ar.us/Home/FTPDocument?path=%2FACTS%2F2019R%2FPublic%2FACT665.pdf (accessed 2026-09-27).
- Ark. Code § 4-37-501(1)-(3) (2019 Act 665 § 1): “and its activities and affairs must be wound up, only on the:” https://www.arkleg.state.ar.us/Home/FTPDocument?path=%2FACTS%2F2019R%2FPublic%2FACT665.pdf (accessed 2026-09-27).
- Ark. Code § 4-37-501(1)-(3) (2019 Act 665 § 1): “dissolution of the company;” https://www.arkleg.state.ar.us/Home/FTPDocument?path=%2FACTS%2F2019R%2FPublic%2FACT665.pdf (accessed 2026-09-27).
- Ark. Code § 4-37-501(2) (2019 Act 665 § 1): “occurrence of an event or circumstance the operating agreement states causes dissolution of the protected series;” https://www.arkleg.state.ar.us/Home/FTPDocument?path=%2FACTS%2F2019R%2FPublic%2FACT665.pdf (accessed 2026-09-27).
- Ark. Code § 4-37-501(3) (2019 Act 665 § 1): “affirmative vote or consent of all members; or” https://www.arkleg.state.ar.us/Home/FTPDocument?path=%2FACTS%2F2019R%2FPublic%2FACT665.pdf (accessed 2026-09-27).
- Ark. Code § 4-37-502(b) (2021 Act 1041 § 18): “When a protected series of a series limited liability company dissolves, the company may deliver to the Secretary of State for filing a statement of protected series dissolution stating the name of the company and the protected series and that the protected series is dissolved.” https://www.arkleg.state.ar.us/Home/FTPDocument?path=%2FACTS%2F2021R%2FPublic%2FACT1041.pdf (accessed 2026-09-27).
- Ark. Code § 4-37-502(c) (2021 Act 1041 § 18): “When a protected series of a series limited liability company has completed winding up, the company may deliver to the Secretary of State for filing a statement of designation cancellation stating the name of the company and the protected series and that the protected series is terminated.” https://www.arkleg.state.ar.us/Home/FTPDocument?path=%2FACTS%2F2021R%2FPublic%2FACT1041.pdf (accessed 2026-09-27).
- 2021 Ark. Act 7 (Second Extraordinary Session), § 5: “Under the Uniform Protected Series Act, § 4-37-101 et seq.;” https://www.arkleg.state.ar.us/Home/FTPDocument?path=%2FACTS%2F2021S2%2FPublic%2FACT7.pdf (accessed 2026-09-27).
Source links
Every statute quoted above, linked, with the date we checked it.
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