§ 15-4-1216 - Bonds and notes of the company. - Arkansas Statutes

15-4-1216. Bonds and notes of the company.

(a) (1) From time to time as the conduct of its business requires, any company organized under the provisions of this subchapter may issue and sell at such price and on such terms as the board of directors or the management committee shall determine its bonds and notes not to exceed in a total aggregate amount outstanding at any one (1) time ten (10) times the total amount of its fully paid common stock or units of interest, its fully paid issued and outstanding preferred stock, if any, and the amount of its earned surplus in excess of a reserve set aside therefrom equal in amount to five percent (5%) of the aggregate total amount of loans of the company outstanding at any one (1) time.

(2) However, the validity of the bonds and notes of the company valued at the time of issuance and delivery shall not thereafter be affected if in excess of such ratio.

(b) (1) The bonds and notes of the company shall:

(A) Be in such form and denominations;

(B) Have such dates and maturities;

(C) Bear interest payable at such times and places within or without the state; and

(D) Contain such provisions as to registration of ownership if registration is deemed desirable, all as the directors of a corporation or the management committee of a limited liability company shall determine in conformity with the provisions of this subchapter.

(2) (A) The bonds and notes of the company shall be executed by the chief executive officer and chief financial officer of the company and be sealed with the company seal.

(B) In the event any of the officers whose signatures appear on any obligation shall cease to be officers before the delivery of those obligations, those signatures, nevertheless, shall be valid and sufficient for all purposes, the same as if they had remained in office until the delivery.

(c) All bonds and notes of a company issued under the provisions of this subchapter, unless otherwise limited by the express provisions thereof and irrespective of the date of issue, shall be on a parity as to security and shall be secured by a lien on the entire assets of the company. The lien shall be a first lien and superior to all other debts and to all other encumbrances of whatsoever nature on all of the assets of the company.

(d) In the discretion of the directors of the corporation, the earned surplus of a corporation, in whole or in part, may be invested as provided in the bylaws of the corporation and retained in reserve to meet losses and contingencies of the corporation.

(e) The undistributed earnings of a limited liability company, in whole or in part, in the discretion of the management committee of a limited liability company, may be invested as provided in the operating agreement of the limited liability company and retained in reserves to meet losses and contingencies of the limited liability company.