Arkansas LLC Operating Agreement

Use the builder above to fill in the Arkansas form online. You can also download the PDF, Word, or OpenDocument file, complete it by hand, and sign it.

Arkansas LLC Laws and Definition

Arkansas law provides for an operating agreement to govern a company’s internal affairs.^[1.1] The statute adds two more rules. It fills the gaps the agreement leaves, and it names one thing the agreement cannot change. The three rules are listed below.

• The agreement governs the members’ relations. Under Ark. Code Ann. 4-38-105(a), the operating agreement governs relations among the members as members and between the members and the company.^[1.1]
• The statute fills the gaps. Under Ark. Code Ann. 4-38-105(d), if the agreement does not provide for one of those matters, the LLC chapter governs it.^[1.2]
• The agreement has a limit. Under Ark. Code Ann. 4-38-105(e), an operating agreement may not vary the law applicable under Section 4-38-104.^[1.3]

The statute’s own words for the gap rule are quoted below.

To the extent the operating agreement does not provide for a matter described in subsection (a), this chapter governs the matter.

Arkansas law also shields the owners. Under Ark. Code Ann. 4-38-304, a debt, obligation or other liability of an LLC is solely the company’s own, and a member or manager is not personally liable for it just because of being or acting as a member or manager.^[1.4]

Under Ark. Code Ann. 4-38-109, an Arkansas LLC can sue and be sued in its own name and has the power to do all things necessary or convenient to carry on its activities and affairs, which covers holding property such as real estate and vehicles.^[1.5]

Who Is Bound by an Arkansas Operating Agreement

A person who becomes a member of an Arkansas LLC is deemed to assent to the operating agreement. The company is bound by the agreement too. It may enforce the agreement even if it has not itself manifested assent to it.^[2]

Read the agreement before you join the company, because joining means the statute treats you as agreeing to its terms.^[2]

One-Member and Multi-Member Agreements in Arkansas

The statute covers both kinds of company. One person who intends to become the initial member may assent to terms that become the operating agreement when the company is formed. Two or more people who intend to become the initial members may make an agreement that becomes the operating agreement on formation.^[2]

Our free form is the one-member type. If your LLC will have two or more members, use our multi-member form instead.

What Our Arkansas Form Covers

Our free Arkansas form has 15 pages and is made for an LLC with one member and one or more managers. It has 31 numbered sections and three schedules. The list below shows what the main sections cover, so you can see what the document does before you fill it in.

• Company details: the name, the principal business office, and the registered agent (Sections 1 to 3).
• The Member and the purpose of the company (Sections 4 and 6).
• Management structure: a Board of one or more Managers, plus optional Officers (Sections 8 and 9).
• Money: capital contributions, profits and losses allocated to the Member, and distributions (Sections 11 to 14).
• Fiscal year, books, and records (Section 15).
• Limited liability, exculpation, and indemnification (Sections 10 and 17).
• Resignation, admission of additional members, and dissolution (Sections 19 to 21).
• Amendments, effectiveness, and disregarded entity status for federal tax (Sections 27, 30, and 31).

How to Fill Out Our Arkansas Operating Agreement Form

Our Arkansas form is the single-member type of operating agreement for a manager-managed LLC. Fill it in with the builder above, or download the PDF and complete it with the PDF editor or by hand. Work through the parts below in the order they appear on the form. Each step names the part of the form and says what goes in it.

1. Preamble. Enter the company name, the state, and the date. Then add the Member’s name, the date the Articles of Organization were filed, and the LLC statute reference where each bracketed prompt asks. The form prints the year 2021 in the date line, so check it.
2. Sections 1 to 3. Repeat the company name in Section 1. Write the principal business office address in Section 2. Enter the registered agent’s name and address in Section 3.
3. Section 6, Purposes. Select one box. Either describe the company’s business in the blank or select All matters permitted by applicable law.
4. Section 8, Managers. Enter the initial number of Managers in Section 8(a). The Managers’ names go on Schedule B.
5. Section 8(g), Compensation of Managers. Select one box. Managers may be paid expenses for attending meetings, or there is no compensation or expense reimbursement. The choices run onto page 4.
6. Section 9, Officers. Select whether the Company has no Officers or has Officers. If you choose Officers, write each Officer’s role where the form asks.
7. Section 15, Fiscal Year. Enter the date the fiscal year starts and the date it ends.
8. Section 30, Effectiveness. Enter the day the entity was formed, which is when the Articles of Organization were filed.
9. Signature block. Sign on the By line as the Member, then print the name and title below it. Sign only after every blank above is filled in. The form has no notary or witness lines.
10. Schedule A, Definitions. Enter the date the entity was formed in the Articles of Organization definition. Leave the other definitions as printed.
11. Schedule B, Member, Managers and Officers. Enter the Member’s name and address, for example Anna Baker. Then list the initial Managers and, if Section 9 has Officers, the initial Officers.
12. Schedule C, Initial capital contribution. Describe what the Member contributed to the company on the Insert Description line.

The LLC operating agreement template page lists forms for other states.

Under Ark. Code Ann. 4-38-201, an Arkansas LLC is formed by filing a certificate of organization with the Secretary of State that states the LLC’s name, the street and mailing addresses of its principal office, and its registered agent information. That certificate is the filing the form calls the Articles of Organization, so enter its filing date where the form asks.^[1.6]

Under Ark. Code Ann. 4-38-112, the company name must contain "limited liability company" or "limited company" or an abbreviation such as L.L.C., LLC, L.C. or LC, and it must be distinguishable on the records of the Secretary of State from other names.^[1.7]

Under Ark. Code Ann. 4-38-115, the registered agent you name in Section 3 must have a place of business in Arkansas, and it may be an individual or a registered agent company. The agent’s role under the LLC chapter is to receive service of process for the company.^[1.8]

Frequently Asked Questions

These answers come from Arkansas’s LLC statute and cite the section behind each rule. They describe what the statute provides, not what your own company must do. For advice about your company, ask an Arkansas attorney.

Does Arkansas require an operating agreement for LLC?

Arkansas’s LLC statute provides for an operating agreement to govern the company’s internal affairs.^[1.1] A company with only one member may still have one, and two or more initial members may make an agreement that becomes the operating agreement on formation. A person who becomes a member is deemed to assent to it, and the company is bound by it and may enforce it.^[2]

Can an operating agreement override Arkansas LLC law?

Not entirely. An operating agreement may not vary the law applicable under Section 4-38-104 of the Ark. Code Ann.^[1.3] If the agreement does not provide for a matter it governs, the LLC chapter governs that matter.^[1.2]

Other Arkansas Forms
We provide a range of important Arkansas templates to anybody looking for ease when handling various papers in the state.

Arkansas Last Will Arkansas Small Estate Affidavit Arkansas Bill of Sale Arkansas Power of Attorney Arkansas Eviction Notice Arkansas Non-compete Agreement Arkansas Prenuptial Agreement

General information, not legal or tax advice.

Sources

1. Arkansas Code, section 4-38-105.
   • 1.1 Ark. Code Ann. 4-38-105(a)
   • 1.2 Ark. Code Ann. 4-38-105(d)
   • 1.3 Ark. Code Ann. 4-38-105(e)
   • 1.4 Ark. Code Ann. 4-38-304
   • 1.5 Ark. Code Ann. 4-38-109
   • 1.6 Ark. Code Ann. 4-38-201
   • 1.7 Ark. Code Ann. 4-38-112
   • 1.8 Ark. Code Ann. 4-38-115
2. Ark. Code Ann. § 4-38-106.

Jennifer M. Settles

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