Qualifications to Do Business: LLC

The law of the jurisdiction of formation of a foreign limited liability company governs: the internal affairs of the company; the liability of a member as member and a manager as manager for a debt, obligation, or other liability of the company; and the liability of a series of the company. A foreign limited liability company is not precluded from registering to do business in Arkansas because of any difference between the law of its jurisdiction of formation and the law of the state. Registration of a foreign limited liability company to do business in the state does not authorize the foreign company to engage in any activities and affairs or exercise any power that a limited liability company may not engage in or exercise in the state. (A.C.A. § 4-38-901)

To register to do business in this state, a foreign limited liability company must deliver a foreign registration statement to the Secretary of State for filing. The statement must state: the name of the company and, if the name does not comply state law, an alternate name adopted; that the company is a foreign limited liability company; the company's jurisdiction of formation; the street and mailing addresses of the company's principal office and, if the law of the company's jurisdiction of formation requires the company to maintain an office in that jurisdiction, the street and mailing addresses of the required office; and the name and street and mailing addresses of the company's registered agent in the state. (A.C.A. § 4-38-903)

A foreign limited liability company whose name does not comply with state law may not register to do business in this state until it adopts, for the purpose of doing business in this state, an alternate name. After registering to do business in this state with an alternate name, a company shall do business in the state under the alternate name; the company's name, with the addition of its jurisdiction of formation; or a name the company is authorized to use under state law. (A.C.A. § 4-38-906) The name of a limited liability company must contain the phrase “limited liability company” or “limited company” or the abbreviation “L.L.C.”, “LLC”, “L.C.”, or “LC”. “Limited” may be abbreviated as “Ltd.”, and “company” may be abbreviated as “Co.” The name of a limited liability company, and the name under which a foreign limited liability company may register to do business in this state, must be distinguishable on the records of the Secretary of State from any: name of an existing person whose formation required the filing of a record by the Secretary of State and which is not at the time administratively dissolved; name of a limited liability partnership whose statement of qualification is in effect; name under which a person is registered to do business in this state by the filing of a record by the Secretary of State; name reserved under state law providing for the reservation of a name by the filing of a record by the Secretary of State; name registered under state law providing for the registration of a name by the filing of a record by the Secretary of State. (A.C.A. § 4-38-112)

A foreign limited liability company transacting business in this state shall not maintain an action, suit, or proceeding in a court of the state until it has registered in the state. The failure of a foreign limited liability company to register in this state does not impair the validity of any contract or act of the foreign limited liability company; affect the right of any other party to the contract to maintain any action, suit, or proceeding on the contract; or prevent the foreign limited liability company from defending any action, suit, or proceeding in any court of the state. A foreign limited liability company transacting business in this state without registration may be served with process if the foreign limited liability company: fails to appoint an agent for service of process; no longer has an agent for service of process; or has an agent for service of process that cannot with reasonable diligence be served. A foreign limited liability company which transacts business in the state without registration shall be liable to the state for the years or parts thereof during which it transacted business in the state without registration in an amount equal to all fees which would have been imposed by this chapter upon that foreign limited liability company had it duly registered and all penalties. A foreign limited liability company which transacts business in the state without registration shall be subject to a civil penalty, payable to the state, not to exceed five thousand dollars for each twelve-month period or part thereof, beginning with the date it began transacting business in the state and ending on the date it becomes registered. The civil penalty may be recovered in an action brought within a court by the Attorney General. A member or manager of a foreign limited liability company is not liable for the debts and obligations of the limited liability company solely because the limited liability company transacted business in the state without registration. (A.C.A. § 4-38-913)