Ark. Code Ann. § 4-38-902 — AR Code / Title 4 / Chapter 38 / Subchapter 9 / Section 4-38-902
Registration to do business in this state
Status: in_force

(a) A foreign limited liability company may not do business in this state until it registers with the Secretary of State under this subchapter. (b) A foreign limited liability company doing business in this state may not maintain an action or proceeding in this state unless it is registered to do business in this state. (c) The failure of a foreign limited liability company to register to do business in this state does not impair the validity of a contract or act of the company or preclude it from defending an action or proceeding in this state. (d) A limitation on the liability of a member or manager of a foreign limited liability company is not waived solely because the company does business in this state without registering to do business in this state. (e) Section 4-38-901(a) and (b) applies even if a foreign limited liability company fails to register under this subchapter. Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.

(a) A foreign limited liability company may not do business in this state until it registers with the Secretary of State under this subchapter.

(b) A foreign limited liability company doing business in this state may not maintain an action or proceeding in this state unless it is registered to do business in this state.

(c) The failure of a foreign limited liability company to register to do business in this state does not impair the validity of a contract or act of the company or preclude it from defending an action or proceeding in this state.

(d) A limitation on the liability of a member or manager of a foreign limited liability company is not waived solely because the company does business in this state without registering to do business in this state.

(e) Section 4-38-901(a) and (b) applies even if a foreign limited liability company fails to register under this subchapter.

Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Ark. Code Ann. § 4-33-301 — AR Code / Title 4 / Chapter 33 / Subchapter 3 / Section 4-33-301
Purposes
Status: in_force

(a) Every corporation incorporated under this chapter has the purpose of engaging in any lawful activity unless a more limited purpose is set forth in the articles of incorporation. (b) A corporation engaging in an activity that is subject to regulation under another statute of this state may incorporate under this chapter only if incorporation under this chapter is not prohibited by the other statute. The corporation shall be subject to all limitations of the other statute. Acts 1993, No. 1147, § 301.

(a) Every corporation incorporated under this chapter has the purpose of engaging in any lawful activity unless a more limited purpose is set forth in the articles of incorporation.

(b) A corporation engaging in an activity that is subject to regulation under another statute of this state may incorporate under this chapter only if incorporation under this chapter is not prohibited by the other statute. The corporation shall be subject to all limitations of the other statute.

Acts 1993, No. 1147, § 301.
Ark. Code Ann. § 4-76-106 — AR Code / Title 4 / Chapter 76 / Section 4-76-106
Code of conduct
Status: in_force

No performing rights society or any agent, employee, or representative thereof shall: (1) Engage in any coercive act or practice that is disruptive of a proprietor's business; or (2) Enter onto the premises of a proprietor's business for the purpose of discussing or inquiring about a contract for payment of royalties for the use of copyrighted works by that proprietor, without first identifying himself or herself to the proprietor or to the proprietor's management employees, including showing his or her photo identification card and disclosing that he or she is acting on behalf of the performing rights society and disclosing the purpose of the entry. Acts 1997, No. 648, § 6.

No performing rights society or any agent, employee, or representative thereof shall:

(1) Engage in any coercive act or practice that is disruptive of a proprietor's business; or

(2) Enter onto the premises of a proprietor's business for the purpose of discussing or inquiring about a contract for payment of royalties for the use of copyrighted works by that proprietor, without first identifying himself or herself to the proprietor or to the proprietor's management employees, including showing his or her photo identification card and disclosing that he or she is acting on behalf of the performing rights society and disclosing the purpose of the entry.

Acts 1997, No. 648, § 6.
Ark. Code Ann. § 4-28-222 — AR Code / Title 4 / Chapter 28 / Subchapter 2 / Section 4-28-222
Involuntary dissolution
Status: in_force

A corporation incorporated under the provisions of the Arkansas Nonprofit Corporation Act, §§ 4-28-201 - 4-28-206 and 4-28-209 - 4-28-224 , may be dissolved involuntarily by a decree of the Pulaski County Circuit Court in an action filed by the Attorney General or by a decree of the circuit court of the county in which that corporation is domiciled in an action filed by the prosecuting attorney when it is established that: (1) The corporation procured its articles of incorporation through fraud; (2) The corporation has continued to exceed or abuse the authority conferred upon it by law; (3) The corporation has failed for ninety (90) days to appoint and maintain a registered agent in this state; (4) The corporation has failed to keep proper accounting records as provided in the Arkansas Nonprofit Corporation Act, §§ 4-28-201 - 4-28-206 and 4-28-209 - 4-28-224 ; (5) The corporation constitutes a public nuisance; or (6) The corporation has violated the laws of this state or the rules of any state regulatory board or commission having jurisdiction of any activity of the corporation. Amended by Act 2019, No. 315,§ 111, eff. 7/24/2019. Acts 1963, No. 176, § 18; A.S.A. 1947, § 64-1918.

A corporation incorporated under the provisions of the Arkansas Nonprofit Corporation Act, §§ 4-28-201 - 4-28-206 and 4-28-209 - 4-28-224 , may be dissolved involuntarily by a decree of the Pulaski County Circuit Court in an action filed by the Attorney General or by a decree of the circuit court of the county in which that corporation is domiciled in an action filed by the prosecuting attorney when it is established that:

(1) The corporation procured its articles of incorporation through fraud;

(2) The corporation has continued to exceed or abuse the authority conferred upon it by law;

(3) The corporation has failed for ninety (90) days to appoint and maintain a registered agent in this state;

(4) The corporation has failed to keep proper accounting records as provided in the Arkansas Nonprofit Corporation Act, §§ 4-28-201 - 4-28-206 and 4-28-209 - 4-28-224 ;

(5) The corporation constitutes a public nuisance; or

(6) The corporation has violated the laws of this state or the rules of any state regulatory board or commission having jurisdiction of any activity of the corporation.

Amended by Act 2019, No. 315,§ 111, eff. 7/24/2019.

Acts 1963, No. 176, § 18; A.S.A. 1947, § 64-1918.
Ark. Code Ann. § 4-26-1109 — AR Code / Title 4 / Chapter 26 / Subchapter 11 / Section 4-26-1109
Deposit with Treasurer of State of amount due certain creditors or shareholders
Status: in_force

Upon the liquidation of a corporation, whether before or after dissolution, the portion of the assets distributable to a creditor or shareholder who is unknown or cannot be found or who is under disability, and there is no person legally competent to receive such distributive portion, shall be reduced to cash and deposited with the Treasurer of State and shall be paid over to the creditor or shareholder or to his or her legal representative upon proof satisfactory to the Treasurer of State of his or her right thereto. Acts 1965, No. 576, § 91; A.S.A. 1947, § 64-909.

Upon the liquidation of a corporation, whether before or after dissolution, the portion of the assets distributable to a creditor or shareholder who is unknown or cannot be found or who is under disability, and there is no person legally competent to receive such distributive portion, shall be reduced to cash and deposited with the Treasurer of State and shall be paid over to the creditor or shareholder or to his or her legal representative upon proof satisfactory to the Treasurer of State of his or her right thereto.

Acts 1965, No. 576, § 91; A.S.A. 1947, § 64-909.
Ark. Code Ann. § 4-88-202 — AR Code / Title 4 / Chapter 88 / Subchapter 2 / Section 4-88-202
Civil penalty - Disposition of funds
Status: in_force

(a) If any person is found to have violated any provision of this chapter, including unlawful practices related to charitable solicitations, and the violation is committed against an elder person or a person with a disability, in addition to any civil penalty otherwise set forth or imposed, the court may impose an additional civil penalty not to exceed ten thousand dollars ($10,000) for each violation. (b) The civil penalties imposed pursuant to subsection (a) of this section shall be deposited with the Treasurer of State and placed into the Elder Person and Person with a Disability Victims Fund, a special fund created in the State Treasury and administered by the Attorney General for the investigation and prosecution of deceptive acts against an elder person or a person with a disability and for consumer education initiatives. Amended by Act 2019, No. 1035,§ 2, eff. 7/24/2019. Acts 1993, No. 138, § 1.

(a) If any person is found to have violated any provision of this chapter, including unlawful practices related to charitable solicitations, and the violation is committed against an elder person or a person with a disability, in addition to any civil penalty otherwise set forth or imposed, the court may impose an additional civil penalty not to exceed ten thousand dollars ($10,000) for each violation.

(b) The civil penalties imposed pursuant to subsection (a) of this section shall be deposited with the Treasurer of State and placed into the Elder Person and Person with a Disability Victims Fund, a special fund created in the State Treasury and administered by the Attorney General for the investigation and prosecution of deceptive acts against an elder person or a person with a disability and for consumer education initiatives.

Amended by Act 2019, No. 1035,§ 2, eff. 7/24/2019.

Acts 1993, No. 138, § 1.
Ark. Code Ann. § 4-27-204 — AR Code / Title 4 / Chapter 27 / Subchapter 2 / Section 4-27-204
Liability for preincorporation transactions
Status: in_force

All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting. Acts 1987, No. 958, § 64-204.

All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting.

Acts 1987, No. 958, § 64-204.
Ark. Code Ann. § 4-47-1111 — AR Code / Title 4 / Chapter 47 / Subchapter 11 / Section 4-47-1111
Liability of general partner after conversion or merger
Status: in_force

(a) A conversion or merger under this chapter does not discharge any liability under §§ 4-47-404 and 4-47-607 of a person that was a general partner in or dissociated as a general partner from a converting or constituent limited partnership, but: (1) the provisions of this chapter pertaining to the collection or discharge of the liability continue to apply to the liability; (2) for the purposes of applying those provisions, the converted or surviving organization is deemed to be the converting or constituent limited partnership; and (3) if a person is required to pay any amount under this subsection: (A) the person has a right of contribution from each other person that was liable as a general partner under § 4-47-404 when the obligation was incurred and has not been released from the obligation under § 4-47-607 ; and (B) the contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those persons when the obligation was incurred. (b) In addition to any other liability provided by law: (1) a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership that was not a limited liability limited partnership is personally liable for each obligation of the converted or surviving organization arising from a transaction with a third party after the conversion or merger becomes effective, if, at the time the third party enters into the transaction, the third party: (A) does not have notice of the conversion or merger; and (B) reasonably believes that: (i) the converted or surviving business is the converting or constituent limited partnership; (ii) the converting or constituent limited partnership is not a limited liability limited partnership; and (iii) the person is a general partner in the converting or constituent limited partnership; and (2) a person that was dissociated as a general partner from a converting or constituent limited partnership before the conversion or merger became effective is personally liable for each obligation of the converted or surviving organization arising from a transaction with a third party after the conversion or merger becomes effective, if: (A) immediately before the conversion or merger became effective the converting or surviving limited partnership was not a limited liability limited partnership; and (B) at the time the third party enters into the transaction less than two years have passed since the person dissociated as a general partner and the third party: (i) does not have notice of the dissociation; (ii) does not have notice of the conversion or merger; and (iii) reasonably believes that the converted or surviving organization is the converting or constituent limited partnership, the converting or constituent limited partnership is not a limited liability limited partnership, and the person is a general partner in the converting or constituent limited partnership. Acts 2007, No. 15, § 1.

(a) A conversion or merger under this chapter does not discharge any liability under §§ 4-47-404 and 4-47-607 of a person that was a general partner in or dissociated as a general partner from a converting or constituent limited partnership, but: (1) the provisions of this chapter pertaining to the collection or discharge of the liability continue to apply to the liability; (2) for the purposes of applying those provisions, the converted or surviving organization is deemed to be the converting or constituent limited partnership; and (3) if a person is required to pay any amount under this subsection: (A) the person has a right of contribution from each other person that was liable as a general partner under § 4-47-404 when the obligation was incurred and has not been released from the obligation under § 4-47-607 ; and (B) the contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those persons when the obligation was incurred.

(1) the provisions of this chapter pertaining to the collection or discharge of the liability continue to apply to the liability;

(2) for the purposes of applying those provisions, the converted or surviving organization is deemed to be the converting or constituent limited partnership; and

(3) if a person is required to pay any amount under this subsection: (A) the person has a right of contribution from each other person that was liable as a general partner under § 4-47-404 when the obligation was incurred and has not been released from the obligation under § 4-47-607 ; and (B) the contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those persons when the obligation was incurred.

(A) the person has a right of contribution from each other person that was liable as a general partner under § 4-47-404 when the obligation was incurred and has not been released from the obligation under § 4-47-607 ; and

(B) the contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those persons when the obligation was incurred.

(b) In addition to any other liability provided by law: (1) a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership that was not a limited liability limited partnership is personally liable for each obligation of the converted or surviving organization arising from a transaction with a third party after the conversion or merger becomes effective, if, at the time the third party enters into the transaction, the third party: (A) does not have notice of the conversion or merger; and (B) reasonably believes that: (i) the converted or surviving business is the converting or constituent limited partnership; (ii) the converting or constituent limited partnership is not a limited liability limited partnership; and (iii) the person is a general partner in the converting or constituent limited partnership; and (2) a person that was dissociated as a general partner from a converting or constituent limited partnership before the conversion or merger became effective is personally liable for each obligation of the converted or surviving organization arising from a transaction with a third party after the conversion or merger becomes effective, if: (A) immediately before the conversion or merger became effective the converting or surviving limited partnership was not a limited liability limited partnership; and (B) at the time the third party enters into the transaction less than two years have passed since the person dissociated as a general partner and the third party: (i) does not have notice of the dissociation; (ii) does not have notice of the conversion or merger; and (iii) reasonably believes that the converted or surviving organization is the converting or constituent limited partnership, the converting or constituent limited partnership is not a limited liability limited partnership, and the person is a general partner in the converting or constituent limited partnership.

(1) a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership that was not a limited liability limited partnership is personally liable for each obligation of the converted or surviving organization arising from a transaction with a third party after the conversion or merger becomes effective, if, at the time the third party enters into the transaction, the third party: (A) does not have notice of the conversion or merger; and (B) reasonably believes that: (i) the converted or surviving business is the converting or constituent limited partnership; (ii) the converting or constituent limited partnership is not a limited liability limited partnership; and (iii) the person is a general partner in the converting or constituent limited partnership; and

(A) does not have notice of the conversion or merger; and

(B) reasonably believes that: (i) the converted or surviving business is the converting or constituent limited partnership; (ii) the converting or constituent limited partnership is not a limited liability limited partnership; and (iii) the person is a general partner in the converting or constituent limited partnership; and

(i) the converted or surviving business is the converting or constituent limited partnership;

(ii) the converting or constituent limited partnership is not a limited liability limited partnership; and

(iii) the person is a general partner in the converting or constituent limited partnership; and

(2) a person that was dissociated as a general partner from a converting or constituent limited partnership before the conversion or merger became effective is personally liable for each obligation of the converted or surviving organization arising from a transaction with a third party after the conversion or merger becomes effective, if: (A) immediately before the conversion or merger became effective the converting or surviving limited partnership was not a limited liability limited partnership; and (B) at the time the third party enters into the transaction less than two years have passed since the person dissociated as a general partner and the third party: (i) does not have notice of the dissociation; (ii) does not have notice of the conversion or merger; and (iii) reasonably believes that the converted or surviving organization is the converting or constituent limited partnership, the converting or constituent limited partnership is not a limited liability limited partnership, and the person is a general partner in the converting or constituent limited partnership.

(A) immediately before the conversion or merger became effective the converting or surviving limited partnership was not a limited liability limited partnership; and

(B) at the time the third party enters into the transaction less than two years have passed since the person dissociated as a general partner and the third party: (i) does not have notice of the dissociation; (ii) does not have notice of the conversion or merger; and (iii) reasonably believes that the converted or surviving organization is the converting or constituent limited partnership, the converting or constituent limited partnership is not a limited liability limited partnership, and the person is a general partner in the converting or constituent limited partnership.

(i) does not have notice of the dissociation;

(ii) does not have notice of the conversion or merger; and

(iii) reasonably believes that the converted or surviving organization is the converting or constituent limited partnership, the converting or constituent limited partnership is not a limited liability limited partnership, and the person is a general partner in the converting or constituent limited partnership.

Acts 2007, No. 15, § 1.
Ark. Code Ann. § 4-46-1003 — AR Code / Title 4 / Chapter 46 / Subchapter 10 / Section 4-46-1003
Annual report
Status: in_force

(a) A limited liability partnership, and a foreign limited liability partnership authorized to transact business in this State, shall file an annual report in the office of the Secretary of State which contains: (1) the name of the limited liability partnership and the state or other jurisdiction under whose laws the foreign limited liability partnership is formed; (2) the current street address of the partnership's chief executive office and, if different, the current street address of an office in this State, if any; and (3) if there is no current office in this State, the information required by § 4-20-105(a) . (b) An annual report must be filed by August 1 of each year following the calendar year in which a partnership files a statement of qualification or a foreign partnership becomes authorized to transact business in this State. (c) If on or before January 31 of each year, a limited liability partnership or foreign limited liability partnership has not filed an annual disclosure statement, the Secretary of State shall proclaim: (1) the corporate charter or authority of the limited liability partnership or foreign limited liability partnership as not current; and (2) that according to the Secretary of State's records, the limited liability partnership or foreign limited liability partnership is delinquent in the filing of the annual disclosure statement for the prior year. (d) (1) A limited liability partnership or foreign limited liability partnership whose charter or authority to do business in this state is declared not current under subdivision (c)(1) of this section shall be reinstated to all its rights, powers, and property after the limited liability partnership or foreign limited liability partnership files an annual disclosure statement for the previous four (4) years that were delinquent. (2) The annual disclosure statement shall be satisfactory to the Secretary of State. (3) Reinstatement of the limited liability partnership or foreign limited liability partnership under subdivision (d)(1) of this section shall be retroactive to the time that the limited liability partnership's or foreign limited liability partnership's authority to do business in this state was declared as not current. (e) (1) Reinstatement under subsection (d) of this section shall not be allowed after five (5) years from the date the charter or authority to do business in this state was declared not current under subdivision (c)(1) of this section. (2) After five (5) years, the limited liability partnership or foreign limited liability partnership shall be statutorily dissolved and the limited liability partnership or foreign limited liability partnership name shall become available immediately for use by another entity if deemed available by the Secretary of State. Amended by Act 2023, No. 715,§ 2, eff. 8/1/2023. Acts 1999, No. 1518, § 1003; 2007, No. 638, § 54.

(a) A limited liability partnership, and a foreign limited liability partnership authorized to transact business in this State, shall file an annual report in the office of the Secretary of State which contains: (1) the name of the limited liability partnership and the state or other jurisdiction under whose laws the foreign limited liability partnership is formed; (2) the current street address of the partnership's chief executive office and, if different, the current street address of an office in this State, if any; and (3) if there is no current office in this State, the information required by § 4-20-105(a) .

(1) the name of the limited liability partnership and the state or other jurisdiction under whose laws the foreign limited liability partnership is formed;

(2) the current street address of the partnership's chief executive office and, if different, the current street address of an office in this State, if any; and

(3) if there is no current office in this State, the information required by § 4-20-105(a) .

(b) An annual report must be filed by August 1 of each year following the calendar year in which a partnership files a statement of qualification or a foreign partnership becomes authorized to transact business in this State.

(c) If on or before January 31 of each year, a limited liability partnership or foreign limited liability partnership has not filed an annual disclosure statement, the Secretary of State shall proclaim: (1) the corporate charter or authority of the limited liability partnership or foreign limited liability partnership as not current; and (2) that according to the Secretary of State's records, the limited liability partnership or foreign limited liability partnership is delinquent in the filing of the annual disclosure statement for the prior year.

(1) the corporate charter or authority of the limited liability partnership or foreign limited liability partnership as not current; and

(2) that according to the Secretary of State's records, the limited liability partnership or foreign limited liability partnership is delinquent in the filing of the annual disclosure statement for the prior year.

(d) (1) A limited liability partnership or foreign limited liability partnership whose charter or authority to do business in this state is declared not current under subdivision (c)(1) of this section shall be reinstated to all its rights, powers, and property after the limited liability partnership or foreign limited liability partnership files an annual disclosure statement for the previous four (4) years that were delinquent. (2) The annual disclosure statement shall be satisfactory to the Secretary of State. (3) Reinstatement of the limited liability partnership or foreign limited liability partnership under subdivision (d)(1) of this section shall be retroactive to the time that the limited liability partnership's or foreign limited liability partnership's authority to do business in this state was declared as not current.

(1) A limited liability partnership or foreign limited liability partnership whose charter or authority to do business in this state is declared not current under subdivision (c)(1) of this section shall be reinstated to all its rights, powers, and property after the limited liability partnership or foreign limited liability partnership files an annual disclosure statement for the previous four (4) years that were delinquent.

(2) The annual disclosure statement shall be satisfactory to the Secretary of State.

(3) Reinstatement of the limited liability partnership or foreign limited liability partnership under subdivision (d)(1) of this section shall be retroactive to the time that the limited liability partnership's or foreign limited liability partnership's authority to do business in this state was declared as not current.

(e) (1) Reinstatement under subsection (d) of this section shall not be allowed after five (5) years from the date the charter or authority to do business in this state was declared not current under subdivision (c)(1) of this section. (2) After five (5) years, the limited liability partnership or foreign limited liability partnership shall be statutorily dissolved and the limited liability partnership or foreign limited liability partnership name shall become available immediately for use by another entity if deemed available by the Secretary of State.

(1) Reinstatement under subsection (d) of this section shall not be allowed after five (5) years from the date the charter or authority to do business in this state was declared not current under subdivision (c)(1) of this section.

(2) After five (5) years, the limited liability partnership or foreign limited liability partnership shall be statutorily dissolved and the limited liability partnership or foreign limited liability partnership name shall become available immediately for use by another entity if deemed available by the Secretary of State.

Amended by Act 2023, No. 715,§ 2, eff. 8/1/2023.

Acts 1999, No. 1518, § 1003; 2007, No. 638, § 54.
Ark. Code Ann. § 4-75-209 — AR Code / Title 4 / Chapter 75 / Subchapter 2 / Section 4-75-209
Sale at less than cost or with intent to injure competitors - Definitions
Status: in_force

(a) (1) It shall be unlawful for any person, partnership, firm, corporation, joint-stock company, or other association engaged in business within this state to: (A) Sell, offer for sale, or advertise for sale any article or product or service or output of a service trade at less than the cost thereof to the vendor; or (B) Give, offer to give, or advertise the intent to give away any article or product or service or output of a service trade for the purpose of injuring competitors and destroying competition. (2) Any person or entity so doing shall be guilty of a Class A misdemeanor. (b) (1) The term "cost" as applied to production is defined as including the cost of raw materials, labor, and all overhead expenses of the producer and as applied to the distribution, "cost" shall mean the invoice or replacement cost, whichever is lower, of the article or product to the distributor and vendor plus the cost of doing business by the distributor and vendor. (2) The "cost of doing business" or "overhead expense" is defined as all costs of doing business incurred in the conduct of the business and must include without limitation the following items of expense: labor, which includes salaries of executives and officers, rent, interest on borrowed capital, depreciation, selling cost, maintenance of equipment, delivery cost, credit losses, all types of licenses, taxes, insurance, and advertising. (c) In establishing the cost of a given article or product to the distributor and vendor, the invoice cost of the article or product purchased at a forced, bankrupt, closeout sale, or other sale outside of the ordinary channels of trade may not be used as a basis for justifying a price lower than one based upon the replacement cost as of the date of the sale of the article or product replaced through the ordinary channels of trade, unless: (1) The article or product is kept separate from goods purchased in the ordinary channels of trade; and (2) The article or product is advertised and sold as merchandise purchased at a forced, bankrupt, or closeout sale, or by means other than through the ordinary channels of trade, and the advertising states the conditions under which the goods were so purchased and the quantity of the merchandise to be sold or offered for sale. (d) In any injunction proceeding or in the prosecution of any person as officer, director, or agent, it shall be sufficient to allege and prove the unlawful intent of the person, firm, or corporation for whom or which he or she acts. (e) Where a particular trade or industry of which the person, firm, or corporation complained against is a member has an established cost survey for the locality and vicinity in which the offense is committed, the cost survey shall be deemed competent evidence to be used in proving the costs of the person, firm, or corporation complained against within the provisions of this subchapter. (f) The provisions of this section shall not apply to any sale made: (1) In closing out in good faith the owner's stock or any part thereof for the purpose of discontinuing his or her trade in the stock or commodity, and in the case of the sale of seasonal goods or to the bona fide sale of perishable goods, to prevent loss to the vendor by spoilage or depreciation, if notice is given to the public thereof; (2) When the goods are damaged or deteriorated in quality, and notice is given to the public thereof; (3) By an officer acting under the orders of any court; or (4) In an endeavor made in good faith to meet the legal prices of a competitor as herein defined selling the same article or product or service or output of a service trade, in the same locality or trade area. (g) Any person, firm, or corporation who performs work upon, renovates, alters, or improves any personal property belonging to another person, firm, or corporation shall be construed to be a vendor within the meaning of this subchapter. Acts 1937, No. 253, §§ 3-6; Pope's Dig., §§ 14313-14316; A.S.A. 1947, §§ 70-303 -- 70-306; Acts 2005, No. 1994, § 342.

(a) (1) It shall be unlawful for any person, partnership, firm, corporation, joint-stock company, or other association engaged in business within this state to: (A) Sell, offer for sale, or advertise for sale any article or product or service or output of a service trade at less than the cost thereof to the vendor; or (B) Give, offer to give, or advertise the intent to give away any article or product or service or output of a service trade for the purpose of injuring competitors and destroying competition. (2) Any person or entity so doing shall be guilty of a Class A misdemeanor.

(1) It shall be unlawful for any person, partnership, firm, corporation, joint-stock company, or other association engaged in business within this state to: (A) Sell, offer for sale, or advertise for sale any article or product or service or output of a service trade at less than the cost thereof to the vendor; or (B) Give, offer to give, or advertise the intent to give away any article or product or service or output of a service trade for the purpose of injuring competitors and destroying competition.

(A) Sell, offer for sale, or advertise for sale any article or product or service or output of a service trade at less than the cost thereof to the vendor; or

(B) Give, offer to give, or advertise the intent to give away any article or product or service or output of a service trade for the purpose of injuring competitors and destroying competition.

(2) Any person or entity so doing shall be guilty of a Class A misdemeanor.

(b) (1) The term "cost" as applied to production is defined as including the cost of raw materials, labor, and all overhead expenses of the producer and as applied to the distribution, "cost" shall mean the invoice or replacement cost, whichever is lower, of the article or product to the distributor and vendor plus the cost of doing business by the distributor and vendor. (2) The "cost of doing business" or "overhead expense" is defined as all costs of doing business incurred in the conduct of the business and must include without limitation the following items of expense: labor, which includes salaries of executives and officers, rent, interest on borrowed capital, depreciation, selling cost, maintenance of equipment, delivery cost, credit losses, all types of licenses, taxes, insurance, and advertising.

(1) The term "cost" as applied to production is defined as including the cost of raw materials, labor, and all overhead expenses of the producer and as applied to the distribution, "cost" shall mean the invoice or replacement cost, whichever is lower, of the article or product to the distributor and vendor plus the cost of doing business by the distributor and vendor.

(2) The "cost of doing business" or "overhead expense" is defined as all costs of doing business incurred in the conduct of the business and must include without limitation the following items of expense: labor, which includes salaries of executives and officers, rent, interest on borrowed capital, depreciation, selling cost, maintenance of equipment, delivery cost, credit losses, all types of licenses, taxes, insurance, and advertising.

(c) In establishing the cost of a given article or product to the distributor and vendor, the invoice cost of the article or product purchased at a forced, bankrupt, closeout sale, or other sale outside of the ordinary channels of trade may not be used as a basis for justifying a price lower than one based upon the replacement cost as of the date of the sale of the article or product replaced through the ordinary channels of trade, unless: (1) The article or product is kept separate from goods purchased in the ordinary channels of trade; and (2) The article or product is advertised and sold as merchandise purchased at a forced, bankrupt, or closeout sale, or by means other than through the ordinary channels of trade, and the advertising states the conditions under which the goods were so purchased and the quantity of the merchandise to be sold or offered for sale.

(1) The article or product is kept separate from goods purchased in the ordinary channels of trade; and

(2) The article or product is advertised and sold as merchandise purchased at a forced, bankrupt, or closeout sale, or by means other than through the ordinary channels of trade, and the advertising states the conditions under which the goods were so purchased and the quantity of the merchandise to be sold or offered for sale.

(d) In any injunction proceeding or in the prosecution of any person as officer, director, or agent, it shall be sufficient to allege and prove the unlawful intent of the person, firm, or corporation for whom or which he or she acts.

(e) Where a particular trade or industry of which the person, firm, or corporation complained against is a member has an established cost survey for the locality and vicinity in which the offense is committed, the cost survey shall be deemed competent evidence to be used in proving the costs of the person, firm, or corporation complained against within the provisions of this subchapter.

(f) The provisions of this section shall not apply to any sale made: (1) In closing out in good faith the owner's stock or any part thereof for the purpose of discontinuing his or her trade in the stock or commodity, and in the case of the sale of seasonal goods or to the bona fide sale of perishable goods, to prevent loss to the vendor by spoilage or depreciation, if notice is given to the public thereof; (2) When the goods are damaged or deteriorated in quality, and notice is given to the public thereof; (3) By an officer acting under the orders of any court; or (4) In an endeavor made in good faith to meet the legal prices of a competitor as herein defined selling the same article or product or service or output of a service trade, in the same locality or trade area.

(1) In closing out in good faith the owner's stock or any part thereof for the purpose of discontinuing his or her trade in the stock or commodity, and in the case of the sale of seasonal goods or to the bona fide sale of perishable goods, to prevent loss to the vendor by spoilage or depreciation, if notice is given to the public thereof;

(2) When the goods are damaged or deteriorated in quality, and notice is given to the public thereof;

(3) By an officer acting under the orders of any court; or

(4) In an endeavor made in good faith to meet the legal prices of a competitor as herein defined selling the same article or product or service or output of a service trade, in the same locality or trade area.

(g) Any person, firm, or corporation who performs work upon, renovates, alters, or improves any personal property belonging to another person, firm, or corporation shall be construed to be a vendor within the meaning of this subchapter.

Acts 1937, No. 253, §§ 3-6; Pope's Dig., §§ 14313-14316; A.S.A. 1947, §§ 70-303 -- 70-306; Acts 2005, No. 1994, § 342.
Ark. Code Ann. § 4-70-204 — AR Code / Title 4 / Chapter 70 / Subchapter 2 / Section 4-70-204
Certificate of withdrawal from or disposition of interest in business
Status: in_force

Wherever there is a change in ownership of any business operated under an assumed name, each person disposing of his or her interest in the business or withdrawing therefrom shall file a certificate with the county clerk of each county in which the business is being conducted. This certificate shall set forth the fact of the withdrawal from or disposition of interest in the business and shall be executed and duly acknowledged as directed in § 4-70-203 . Acts 1943, No. 11, § 2; A.S.A. 1947, § 70-402.

Wherever there is a change in ownership of any business operated under an assumed name, each person disposing of his or her interest in the business or withdrawing therefrom shall file a certificate with the county clerk of each county in which the business is being conducted. This certificate shall set forth the fact of the withdrawal from or disposition of interest in the business and shall be executed and duly acknowledged as directed in § 4-70-203 .

Acts 1943, No. 11, § 2; A.S.A. 1947, § 70-402.
Ark. Code Ann. § 4-75-1307 — AR Code / Title 4 / Chapter 75 / Subchapter 13 / Section 4-75-1307
Scope
Status: in_force

(a) This subchapter does not: (1) Require an institution of higher education, its supporting foundations, or its authorized entities to compensate a student-athlete for any use of the student-athlete's publicity rights stated in § 4-75-1110 ; (2) Require an institution of higher education or its supporting foundations or authorized entities, athletic association, conference, or other organization with authority over varsity intercollegiate athletics to identify, create, facilitate, negotiate, or otherwise enable opportunities for a student-athlete to earn compensation for the commercial use of the student-athlete's publicity rights; (3) Authorize a student-athlete to use the name, nicknames, trademarks, service marks, landmarks, facilities, trade dress, uniforms, songs, mascots, logos, images, symbols, or other intellectual property, whether registered or not, of an institution of higher education, athletic association, conference, or other organization with authority over varsity intercollegiate athletics; (4) Limit the right of an institution of higher education to establish and enforce: (A) Academic standards, requirements, regulations, or obligations for its students; (B) Team rules of conduct or other rules of conduct; (C) Standards or policies regarding the governance or operation of or participation in varsity intercollegiate athletics; or (D) Disciplinary rules generally applicable to all students of the institution of higher education; or (5) Render student-athletes employees of the institution of higher education based on participation in varsity intercollegiate athletic competition. (b) Notwithstanding any other provision of this subchapter, a student-athlete participating in varsity intercollegiate athletics is prohibited from earning compensation as a result of the commercial use of the student-athlete's publicity rights in connection with any person or entity related to or associated with the development, promotion, production, distribution, wholesaling, or retailing of: (1) Adult entertainment, sexually suggestive products, or sex-oriented products, services, conduct, imagery, or inferences; (2) Alcohol products; (3) A casino and gambling, including without limitation sports betting and betting in connection with a video game or online game, or on a mobile device; (4) Tobacco, marijuana, or electronic smoking products and devices; (5) Pharmaceuticals; (6) Any dangerous or controlled substance; (7) Drug paraphernalia; (8) Weapons, including without limitation firearms and ammunition; or (9) Any product, substance, or method that is prohibited in competition by an athletic association, athletic conference, or other organization governing varsity intercollegiate athletic competition. Amended by Act 2023, No. 589,§ 5, eff. 4/11/2023. Added by Act 2021, No. 810,§ 1, eff. 1/1/2022.

(a) This subchapter does not: (1) Require an institution of higher education, its supporting foundations, or its authorized entities to compensate a student-athlete for any use of the student-athlete's publicity rights stated in § 4-75-1110 ; (2) Require an institution of higher education or its supporting foundations or authorized entities, athletic association, conference, or other organization with authority over varsity intercollegiate athletics to identify, create, facilitate, negotiate, or otherwise enable opportunities for a student-athlete to earn compensation for the commercial use of the student-athlete's publicity rights; (3) Authorize a student-athlete to use the name, nicknames, trademarks, service marks, landmarks, facilities, trade dress, uniforms, songs, mascots, logos, images, symbols, or other intellectual property, whether registered or not, of an institution of higher education, athletic association, conference, or other organization with authority over varsity intercollegiate athletics; (4) Limit the right of an institution of higher education to establish and enforce: (A) Academic standards, requirements, regulations, or obligations for its students; (B) Team rules of conduct or other rules of conduct; (C) Standards or policies regarding the governance or operation of or participation in varsity intercollegiate athletics; or (D) Disciplinary rules generally applicable to all students of the institution of higher education; or (5) Render student-athletes employees of the institution of higher education based on participation in varsity intercollegiate athletic competition.

(1) Require an institution of higher education, its supporting foundations, or its authorized entities to compensate a student-athlete for any use of the student-athlete's publicity rights stated in § 4-75-1110 ;

(2) Require an institution of higher education or its supporting foundations or authorized entities, athletic association, conference, or other organization with authority over varsity intercollegiate athletics to identify, create, facilitate, negotiate, or otherwise enable opportunities for a student-athlete to earn compensation for the commercial use of the student-athlete's publicity rights;

(3) Authorize a student-athlete to use the name, nicknames, trademarks, service marks, landmarks, facilities, trade dress, uniforms, songs, mascots, logos, images, symbols, or other intellectual property, whether registered or not, of an institution of higher education, athletic association, conference, or other organization with authority over varsity intercollegiate athletics;

(4) Limit the right of an institution of higher education to establish and enforce: (A) Academic standards, requirements, regulations, or obligations for its students; (B) Team rules of conduct or other rules of conduct; (C) Standards or policies regarding the governance or operation of or participation in varsity intercollegiate athletics; or (D) Disciplinary rules generally applicable to all students of the institution of higher education; or

(A) Academic standards, requirements, regulations, or obligations for its students;

(B) Team rules of conduct or other rules of conduct;

(C) Standards or policies regarding the governance or operation of or participation in varsity intercollegiate athletics; or

(D) Disciplinary rules generally applicable to all students of the institution of higher education; or

(5) Render student-athletes employees of the institution of higher education based on participation in varsity intercollegiate athletic competition.

(b) Notwithstanding any other provision of this subchapter, a student-athlete participating in varsity intercollegiate athletics is prohibited from earning compensation as a result of the commercial use of the student-athlete's publicity rights in connection with any person or entity related to or associated with the development, promotion, production, distribution, wholesaling, or retailing of: (1) Adult entertainment, sexually suggestive products, or sex-oriented products, services, conduct, imagery, or inferences; (2) Alcohol products; (3) A casino and gambling, including without limitation sports betting and betting in connection with a video game or online game, or on a mobile device; (4) Tobacco, marijuana, or electronic smoking products and devices; (5) Pharmaceuticals; (6) Any dangerous or controlled substance; (7) Drug paraphernalia; (8) Weapons, including without limitation firearms and ammunition; or (9) Any product, substance, or method that is prohibited in competition by an athletic association, athletic conference, or other organization governing varsity intercollegiate athletic competition.

(1) Adult entertainment, sexually suggestive products, or sex-oriented products, services, conduct, imagery, or inferences;

(2) Alcohol products;

(3) A casino and gambling, including without limitation sports betting and betting in connection with a video game or online game, or on a mobile device;

(4) Tobacco, marijuana, or electronic smoking products and devices;

(5) Pharmaceuticals;

(6) Any dangerous or controlled substance;

(7) Drug paraphernalia;

(8) Weapons, including without limitation firearms and ammunition; or

(9) Any product, substance, or method that is prohibited in competition by an athletic association, athletic conference, or other organization governing varsity intercollegiate athletic competition.

Amended by Act 2023, No. 589,§ 5, eff. 4/11/2023.

Added by Act 2021, No. 810,§ 1, eff. 1/1/2022.
Ark. Code Ann. § 4-99-403 — AR Code / Title 4 / Chapter 99 / Subchapter 4 / Section 4-99-403
Definitions
Status: in_force

As used in this subchapter, unless the context requires otherwise: (1) "Affiliates" means a person or persons wholly owned and operated by a parent entity, which parent entity claims a prior or existing business relationship with a consumer or a parent company whose wholly owned subsidiary claims a prior existing business relationship with the consumer; (2) (A) "Charitable organization" means: (i) Any person who is or holds himself or herself out to be established for any benevolent, educational, philanthropic, humane, scientific, patriotic, social welfare or advocacy, public health, environmental conservation, civic, or other eleemosynary purpose or for the benefit of law enforcement personnel, firefighters, or other persons who protect the public safety; or (ii) Any person who in any manner employs a charitable appeal as the basis of any solicitation or an appeal which has a tendency to suggest there is a charitable purpose to any such solicitation. (B) However, "charitable organization" does not include those charitable organizations that are not required to register with the Attorney General's office pursuant to those statutes governing the solicitation of charitable contributions; (3) "Consumer" means any person to whom has been assigned in the State of Arkansas any residential telephone line and corresponding telephone number; (4) "Person" means any individual, group, unincorporated association, limited or general partnership, limited liability corporation, corporation, professional fund raiser, charitable organization, or other business entity; (5) (A) "Prior or existing business relationship" means a relationship in which some financial transaction has transpired between the consumer and the telephone solicitor or its affiliates within the thirty-six (36) months immediately preceding the contemplated telephone solicitation. (B) "Prior or existing business relationship" does not include the situation wherein the consumer has merely been subject to a telephone solicitation by or at the behest of the telephone solicitor within the thirty-six (36) months immediately preceding the contemplated telephone solicitation; and (6) (A) "Telephone solicitation" means the initiation of a telephone call or message for the purpose of encouraging the purchase or rental of or investment in property, goods, or services, or the initiation of a telephone call or message for the purpose of encouraging a charitable contribution by or on behalf of any charitable organization, which telephone call or message is transmitted to any consumer, but "telephone solicitation" does not include a call or message to any person made with that person's prior written express invitation or permission nor a call or message to any consumer with whom the telephone solicitor has a prior or existing business relationship. (B) Also, "telephone solicitation" does not include a telephone call by any person to a consumer who has placed upon his or her real property a "for sale" sign which lists a telephone number and invites inquiries regarding the property. (C) Also, "telephone solicitation" does not include a telephone call made solely in connection with an existing debt or contractual obligation, payment or performance of which has not been completed at the time of the call. Acts 1999, No. 1465, § 3.

As used in this subchapter, unless the context requires otherwise:

(1) "Affiliates" means a person or persons wholly owned and operated by a parent entity, which parent entity claims a prior or existing business relationship with a consumer or a parent company whose wholly owned subsidiary claims a prior existing business relationship with the consumer;

(2) (A) "Charitable organization" means: (i) Any person who is or holds himself or herself out to be established for any benevolent, educational, philanthropic, humane, scientific, patriotic, social welfare or advocacy, public health, environmental conservation, civic, or other eleemosynary purpose or for the benefit of law enforcement personnel, firefighters, or other persons who protect the public safety; or (ii) Any person who in any manner employs a charitable appeal as the basis of any solicitation or an appeal which has a tendency to suggest there is a charitable purpose to any such solicitation. (B) However, "charitable organization" does not include those charitable organizations that are not required to register with the Attorney General's office pursuant to those statutes governing the solicitation of charitable contributions;

(A) "Charitable organization" means: (i) Any person who is or holds himself or herself out to be established for any benevolent, educational, philanthropic, humane, scientific, patriotic, social welfare or advocacy, public health, environmental conservation, civic, or other eleemosynary purpose or for the benefit of law enforcement personnel, firefighters, or other persons who protect the public safety; or (ii) Any person who in any manner employs a charitable appeal as the basis of any solicitation or an appeal which has a tendency to suggest there is a charitable purpose to any such solicitation.

(i) Any person who is or holds himself or herself out to be established for any benevolent, educational, philanthropic, humane, scientific, patriotic, social welfare or advocacy, public health, environmental conservation, civic, or other eleemosynary purpose or for the benefit of law enforcement personnel, firefighters, or other persons who protect the public safety; or

(ii) Any person who in any manner employs a charitable appeal as the basis of any solicitation or an appeal which has a tendency to suggest there is a charitable purpose to any such solicitation.

(B) However, "charitable organization" does not include those charitable organizations that are not required to register with the Attorney General's office pursuant to those statutes governing the solicitation of charitable contributions;

(3) "Consumer" means any person to whom has been assigned in the State of Arkansas any residential telephone line and corresponding telephone number;

(4) "Person" means any individual, group, unincorporated association, limited or general partnership, limited liability corporation, corporation, professional fund raiser, charitable organization, or other business entity;

(5) (A) "Prior or existing business relationship" means a relationship in which some financial transaction has transpired between the consumer and the telephone solicitor or its affiliates within the thirty-six (36) months immediately preceding the contemplated telephone solicitation. (B) "Prior or existing business relationship" does not include the situation wherein the consumer has merely been subject to a telephone solicitation by or at the behest of the telephone solicitor within the thirty-six (36) months immediately preceding the contemplated telephone solicitation; and

(A) "Prior or existing business relationship" means a relationship in which some financial transaction has transpired between the consumer and the telephone solicitor or its affiliates within the thirty-six (36) months immediately preceding the contemplated telephone solicitation.

(B) "Prior or existing business relationship" does not include the situation wherein the consumer has merely been subject to a telephone solicitation by or at the behest of the telephone solicitor within the thirty-six (36) months immediately preceding the contemplated telephone solicitation; and

(6) (A) "Telephone solicitation" means the initiation of a telephone call or message for the purpose of encouraging the purchase or rental of or investment in property, goods, or services, or the initiation of a telephone call or message for the purpose of encouraging a charitable contribution by or on behalf of any charitable organization, which telephone call or message is transmitted to any consumer, but "telephone solicitation" does not include a call or message to any person made with that person's prior written express invitation or permission nor a call or message to any consumer with whom the telephone solicitor has a prior or existing business relationship. (B) Also, "telephone solicitation" does not include a telephone call by any person to a consumer who has placed upon his or her real property a "for sale" sign which lists a telephone number and invites inquiries regarding the property. (C) Also, "telephone solicitation" does not include a telephone call made solely in connection with an existing debt or contractual obligation, payment or performance of which has not been completed at the time of the call.

(A) "Telephone solicitation" means the initiation of a telephone call or message for the purpose of encouraging the purchase or rental of or investment in property, goods, or services, or the initiation of a telephone call or message for the purpose of encouraging a charitable contribution by or on behalf of any charitable organization, which telephone call or message is transmitted to any consumer, but "telephone solicitation" does not include a call or message to any person made with that person's prior written express invitation or permission nor a call or message to any consumer with whom the telephone solicitor has a prior or existing business relationship.

(B) Also, "telephone solicitation" does not include a telephone call by any person to a consumer who has placed upon his or her real property a "for sale" sign which lists a telephone number and invites inquiries regarding the property.

(C) Also, "telephone solicitation" does not include a telephone call made solely in connection with an existing debt or contractual obligation, payment or performance of which has not been completed at the time of the call.

Acts 1999, No. 1465, § 3.
Ark. Code Ann. § 4-28-407 — AR Code / Title 4 / Chapter 28 / Subchapter 4 / Section 4-28-407
Paid solicitors - Registration, fees, and bond - Filing of contracts - Solicitation notice - Contract requirements - Prohibited practices - Records - Deposit of funds
Status: in_force

(a) (1) A person shall not act as a paid solicitor unless he or she has first registered with the Secretary of State. (2) Applications for registration shall be submitted: (A) In writing; (B) In the form prescribed by the Secretary of State; and (C) Accompanied by a fee in the amount of two hundred dollars ($200) at the time of registration. (3) Each registration is valid for one (1) year and may be renewed for additional one-year periods. (b) (1) An applicant for registration as a paid solicitor at the time of making the application shall file with and have approved by the Secretary of State a bond in which the applicant shall be the principal obligor in the sum of ten thousand dollars ($10,000), with one (1) or more responsible sureties whose liability in the aggregate as the sureties shall be no less than that sum. (2) (A) The bond shall run to the Secretary of State and the Attorney General for the use of the state and to any person, including a charitable organization, that may have a cause of action against the paid solicitor for any liabilities resulting from the paid solicitor's conduct of any activities in violation of this subchapter or arising out of a violation of this subchapter or any rule adopted under this subchapter, including any actions arising under this subchapter that give rise to a violation of the Deceptive Trade Practices Act, § 4-88-101 et seq. (B) However, the aggregate liability of the surety to the state and to all other persons, including charitable organizations, shall not exceed the sum of the bond. (c) At least fifteen (15) days before the commencement of each solicitation campaign, a paid solicitor shall file with the Secretary of State a copy of the contract described in subsection (d) of this section. (d) A contract between a paid solicitor and a charitable organization shall: (1) Be in writing; (2) Clearly state the respective obligations of the paid solicitor and the charitable organization, including the compensation or remuneration to be paid by the charitable organization to the paid solicitor; and (3) Require delivery of the names and addresses of all persons making contributions and the amounts thereof to the charitable organization. (e) (1) A paid solicitor shall not represent that any part of the contributions received will be given or donated to any charitable organization unless the organization has consented in writing to the use of its name before the solicitation campaign. (2) The written consent shall be signed by an authorized officer, director, or trustee of the charitable organization. (f) (1) A paid solicitor shall not represent that tickets to an event are to be donated for use by another person unless the paid solicitor has first obtained a commitment in writing from a charitable organization stating that it will accept donated tickets and specifying the number of tickets that it will accept and provided no more contributions for donated tickets shall be solicited than the number of ticket commitments received from the charitable organization. (2) A charitable organization shall not commit to accept more donated tickets than it can reasonably expect to use. (3) Donated tickets shall be used according to the representations made to the consumer at the time of solicitation. (g) A paid solicitor shall require any person he or she employs, procures, or engages to solicit to comply with the provisions of subsections (e) and (f) of this section. (h) (1) A paid solicitor shall file a financial report for a solicitation campaign with the Secretary of State no more than ninety (90) days after a solicitation campaign has been completed and on the anniversary of the commencement of any solicitation campaign which lasts more than one (1) year. (2) The financial report shall include gross revenue and an itemization of all expenditures incurred and the amount of moneys ultimately remitted to the charitable organization absent payment of any fees or costs to the paid solicitor. (3) The report shall be completed on a form prescribed by the Secretary of State. (4) An authorized official of the paid solicitor and two (2) authorized officials of the charitable organization shall sign the report, and they shall certify, under oath, that the report is true and complete to the best of their knowledge. (i) A paid solicitor shall maintain during each solicitation campaign and for at least five (5) years after the completion of each solicitation campaign the following records, which shall be available to the Secretary of State and the Attorney General for inspection upon request: (1) The name and residence of each employee, agent, or other person involved in the solicitation campaign; (2) Records of all income received and expenses incurred in the course of the solicitation campaign; and (3) The names and addresses of all persons making contributions and the amounts thereof. (j) If a paid solicitor sells tickets to an event and represents that tickets will be donated for use by another, the paid solicitor shall maintain for at least five (5) years after the completion of the event the following record, which shall be available to the Secretary of State and the Attorney General for inspection upon request: (1) The name and address of all organizations receiving donated tickets for use by others; and (2) The number of tickets received by each organization. (k) Each contribution in the control or custody of the paid solicitor shall, in its entirety and within five (5) days of its receipt, be deposited, maintained, and administered in an account in a bank or other federally insured financial institution that shall be in the name of the charitable organization and over which that charitable organization has sole control over all withdrawals. (l) Any material change in any information filed with the Secretary of State pursuant to this section shall be reported in writing by the paid solicitor to the Secretary of State not more than thirty (30) days after the change occurs. (m) All records required under this section shall be open to inspection, examination, and copying during usual and customary business hours by the Secretary of State and the Attorney General or other authorized agencies. Amended by Act 2017, No. 727,§ 6, eff. 1/1/2018. Acts 1999, No. 1198, § 7.

(a) (1) A person shall not act as a paid solicitor unless he or she has first registered with the Secretary of State. (2) Applications for registration shall be submitted: (A) In writing; (B) In the form prescribed by the Secretary of State; and (C) Accompanied by a fee in the amount of two hundred dollars ($200) at the time of registration. (3) Each registration is valid for one (1) year and may be renewed for additional one-year periods.

(1) A person shall not act as a paid solicitor unless he or she has first registered with the Secretary of State.

(2) Applications for registration shall be submitted: (A) In writing; (B) In the form prescribed by the Secretary of State; and (C) Accompanied by a fee in the amount of two hundred dollars ($200) at the time of registration.

(A) In writing;

(B) In the form prescribed by the Secretary of State; and

(C) Accompanied by a fee in the amount of two hundred dollars ($200) at the time of registration.

(3) Each registration is valid for one (1) year and may be renewed for additional one-year periods.

(b) (1) An applicant for registration as a paid solicitor at the time of making the application shall file with and have approved by the Secretary of State a bond in which the applicant shall be the principal obligor in the sum of ten thousand dollars ($10,000), with one (1) or more responsible sureties whose liability in the aggregate as the sureties shall be no less than that sum. (2) (A) The bond shall run to the Secretary of State and the Attorney General for the use of the state and to any person, including a charitable organization, that may have a cause of action against the paid solicitor for any liabilities resulting from the paid solicitor's conduct of any activities in violation of this subchapter or arising out of a violation of this subchapter or any rule adopted under this subchapter, including any actions arising under this subchapter that give rise to a violation of the Deceptive Trade Practices Act, § 4-88-101 et seq. (B) However, the aggregate liability of the surety to the state and to all other persons, including charitable organizations, shall not exceed the sum of the bond.

(1) An applicant for registration as a paid solicitor at the time of making the application shall file with and have approved by the Secretary of State a bond in which the applicant shall be the principal obligor in the sum of ten thousand dollars ($10,000), with one (1) or more responsible sureties whose liability in the aggregate as the sureties shall be no less than that sum.

(2) (A) The bond shall run to the Secretary of State and the Attorney General for the use of the state and to any person, including a charitable organization, that may have a cause of action against the paid solicitor for any liabilities resulting from the paid solicitor's conduct of any activities in violation of this subchapter or arising out of a violation of this subchapter or any rule adopted under this subchapter, including any actions arising under this subchapter that give rise to a violation of the Deceptive Trade Practices Act, § 4-88-101 et seq. (B) However, the aggregate liability of the surety to the state and to all other persons, including charitable organizations, shall not exceed the sum of the bond.

(A) The bond shall run to the Secretary of State and the Attorney General for the use of the state and to any person, including a charitable organization, that may have a cause of action against the paid solicitor for any liabilities resulting from the paid solicitor's conduct of any activities in violation of this subchapter or arising out of a violation of this subchapter or any rule adopted under this subchapter, including any actions arising under this subchapter that give rise to a violation of the Deceptive Trade Practices Act, § 4-88-101 et seq.

(B) However, the aggregate liability of the surety to the state and to all other persons, including charitable organizations, shall not exceed the sum of the bond.

(c) At least fifteen (15) days before the commencement of each solicitation campaign, a paid solicitor shall file with the Secretary of State a copy of the contract described in subsection (d) of this section.

(d) A contract between a paid solicitor and a charitable organization shall: (1) Be in writing; (2) Clearly state the respective obligations of the paid solicitor and the charitable organization, including the compensation or remuneration to be paid by the charitable organization to the paid solicitor; and (3) Require delivery of the names and addresses of all persons making contributions and the amounts thereof to the charitable organization.

(1) Be in writing;

(2) Clearly state the respective obligations of the paid solicitor and the charitable organization, including the compensation or remuneration to be paid by the charitable organization to the paid solicitor; and

(3) Require delivery of the names and addresses of all persons making contributions and the amounts thereof to the charitable organization.

(e) (1) A paid solicitor shall not represent that any part of the contributions received will be given or donated to any charitable organization unless the organization has consented in writing to the use of its name before the solicitation campaign. (2) The written consent shall be signed by an authorized officer, director, or trustee of the charitable organization.

(1) A paid solicitor shall not represent that any part of the contributions received will be given or donated to any charitable organization unless the organization has consented in writing to the use of its name before the solicitation campaign.

(2) The written consent shall be signed by an authorized officer, director, or trustee of the charitable organization.

(f) (1) A paid solicitor shall not represent that tickets to an event are to be donated for use by another person unless the paid solicitor has first obtained a commitment in writing from a charitable organization stating that it will accept donated tickets and specifying the number of tickets that it will accept and provided no more contributions for donated tickets shall be solicited than the number of ticket commitments received from the charitable organization. (2) A charitable organization shall not commit to accept more donated tickets than it can reasonably expect to use. (3) Donated tickets shall be used according to the representations made to the consumer at the time of solicitation.

(1) A paid solicitor shall not represent that tickets to an event are to be donated for use by another person unless the paid solicitor has first obtained a commitment in writing from a charitable organization stating that it will accept donated tickets and specifying the number of tickets that it will accept and provided no more contributions for donated tickets shall be solicited than the number of ticket commitments received from the charitable organization.

(2) A charitable organization shall not commit to accept more donated tickets than it can reasonably expect to use.

(3) Donated tickets shall be used according to the representations made to the consumer at the time of solicitation.

(g) A paid solicitor shall require any person he or she employs, procures, or engages to solicit to comply with the provisions of subsections (e) and (f) of this section.

(h) (1) A paid solicitor shall file a financial report for a solicitation campaign with the Secretary of State no more than ninety (90) days after a solicitation campaign has been completed and on the anniversary of the commencement of any solicitation campaign which lasts more than one (1) year. (2) The financial report shall include gross revenue and an itemization of all expenditures incurred and the amount of moneys ultimately remitted to the charitable organization absent payment of any fees or costs to the paid solicitor. (3) The report shall be completed on a form prescribed by the Secretary of State. (4) An authorized official of the paid solicitor and two (2) authorized officials of the charitable organization shall sign the report, and they shall certify, under oath, that the report is true and complete to the best of their knowledge.

(1) A paid solicitor shall file a financial report for a solicitation campaign with the Secretary of State no more than ninety (90) days after a solicitation campaign has been completed and on the anniversary of the commencement of any solicitation campaign which lasts more than one (1) year.

(2) The financial report shall include gross revenue and an itemization of all expenditures incurred and the amount of moneys ultimately remitted to the charitable organization absent payment of any fees or costs to the paid solicitor.

(3) The report shall be completed on a form prescribed by the Secretary of State.

(4) An authorized official of the paid solicitor and two (2) authorized officials of the charitable organization shall sign the report, and they shall certify, under oath, that the report is true and complete to the best of their knowledge.

(i) A paid solicitor shall maintain during each solicitation campaign and for at least five (5) years after the completion of each solicitation campaign the following records, which shall be available to the Secretary of State and the Attorney General for inspection upon request: (1) The name and residence of each employee, agent, or other person involved in the solicitation campaign; (2) Records of all income received and expenses incurred in the course of the solicitation campaign; and (3) The names and addresses of all persons making contributions and the amounts thereof.

(1) The name and residence of each employee, agent, or other person involved in the solicitation campaign;

(2) Records of all income received and expenses incurred in the course of the solicitation campaign; and

(3) The names and addresses of all persons making contributions and the amounts thereof.

(j) If a paid solicitor sells tickets to an event and represents that tickets will be donated for use by another, the paid solicitor shall maintain for at least five (5) years after the completion of the event the following record, which shall be available to the Secretary of State and the Attorney General for inspection upon request: (1) The name and address of all organizations receiving donated tickets for use by others; and (2) The number of tickets received by each organization.

(1) The name and address of all organizations receiving donated tickets for use by others; and

(2) The number of tickets received by each organization.

(k) Each contribution in the control or custody of the paid solicitor shall, in its entirety and within five (5) days of its receipt, be deposited, maintained, and administered in an account in a bank or other federally insured financial institution that shall be in the name of the charitable organization and over which that charitable organization has sole control over all withdrawals.

(l) Any material change in any information filed with the Secretary of State pursuant to this section shall be reported in writing by the paid solicitor to the Secretary of State not more than thirty (30) days after the change occurs.

(m) All records required under this section shall be open to inspection, examination, and copying during usual and customary business hours by the Secretary of State and the Attorney General or other authorized agencies.

Amended by Act 2017, No. 727,§ 6, eff. 1/1/2018.

Acts 1999, No. 1198, § 7.
Ark. Code Ann. § 4-90-414 — AR Code / Title 4 / Chapter 90 / Subchapter 4 / Section 4-90-414
Informal proceeding as precedent
Status: in_force

(a) (1) Any manufacturer doing business in this state, entering into franchise agreements for the sale of its motor vehicles in this state, or offering express warranties on its motor vehicles sold or distributed for sale in this state, shall operate or participate in an informal dispute settlement proceeding located in the State of Arkansas which complies with the requirements of this section. (2) The provisions of § 4-90-406(b)(1) and (2) concerning refunds or replacement do not apply to a consumer who has not first used this informal proceeding before commencing a civil action, unless the manufacturer allows a consumer to commence an action without first using this informal proceeding, or unless the manufacturer has failed to make the disclosure required by § 4-90-404(b) . (3) (A) The consumer shall receive adequate written notice from the manufacturer of the existence of the proceeding. (B) Adequate written notice may include the incorporation of the informal dispute settlement proceeding into the terms of the written warranty to which the motor vehicle does not conform. (b) The informal dispute proceeding shall meet the following criteria: (1) The informal dispute proceeding must comply with the minimum requirements of the Federal Trade Commission for informal dispute settlement proceedings as set forth in 16 C.F.R. § 703.1 et seq., as in effect on the date of adoption of this subchapter, unless any provision of 16 C.F.R. § 703.1 et seq. is in conflict with this subchapter, in which case the provisions of this subchapter shall govern; (2) The informal dispute proceedings must prescribe a reasonable time, not to exceed thirty (30) days after the decision is accepted by the buyer, within which the manufacturer or its agent must fulfill the terms of its decisions; (3) (A) No documents shall be received by any informal dispute proceeding unless those documents have been provided to each of the parties in the dispute at or prior to the proceeding, with an opportunity for the parties to comment on the documents either in writing or orally. (B) If a consumer is present during the informal dispute proceeding, the consumer may request postponement of the proceeding meeting to allow sufficient time to review any documents presented at the time of the meeting, which had not been presented to the consumer prior to the time of the meeting; (4) (A) The informal dispute proceeding shall allow each party to appear and make an oral presentation within the State of Arkansas, unless the consumer agrees to submit the dispute for decision on the basis of documents alone or by telephone, or unless the party fails to appear for an oral presentation after reasonable prior written notice. (B) If the consumer agrees to submit the dispute for decision on the basis of documents alone, then the manufacturer or dealer representatives may not participate in the discussion of the dispute; (5) Consumers shall be given an adequate opportunity to contest a manufacturer's assertion that a nonconformity falls within intended specifications for the vehicle by having the basis of the manufacturer's claim appraised by a technical expert selected and paid for by the consumer prior to the informal dispute settlement hearing; (6) A consumer may not be charged with a fee to participate in an informal dispute proceeding; and (7) Any party to the dispute has the right to be represented by an attorney in an informal dispute proceeding. (c) (1) The informal dispute proceeding shall annually submit a pool of not fewer than six (6) members to the Consumer Protection Division. (2) Selected strictly by rotation, one (1) member shall hear disputes scheduled for a particular session unless the consumer requests a panel of three (3) members, in which case three (3) members, also selected by rotation, shall hear disputes scheduled for a particular three-member session. (3) If the informal dispute proceeding deems it appropriate to require the services of an independent investigator, the investigator shall be selected from a pool of not fewer than four (4) members who are submitted annually to the division and from which the particular investigator shall be selected strictly by rotation. Acts 1993, No. 285, § 16; 1993, No. 297, § 16; 2001, No. 1134, § 7.

(a) (1) Any manufacturer doing business in this state, entering into franchise agreements for the sale of its motor vehicles in this state, or offering express warranties on its motor vehicles sold or distributed for sale in this state, shall operate or participate in an informal dispute settlement proceeding located in the State of Arkansas which complies with the requirements of this section. (2) The provisions of § 4-90-406(b)(1) and (2) concerning refunds or replacement do not apply to a consumer who has not first used this informal proceeding before commencing a civil action, unless the manufacturer allows a consumer to commence an action without first using this informal proceeding, or unless the manufacturer has failed to make the disclosure required by § 4-90-404(b) . (3) (A) The consumer shall receive adequate written notice from the manufacturer of the existence of the proceeding. (B) Adequate written notice may include the incorporation of the informal dispute settlement proceeding into the terms of the written warranty to which the motor vehicle does not conform.

(1) Any manufacturer doing business in this state, entering into franchise agreements for the sale of its motor vehicles in this state, or offering express warranties on its motor vehicles sold or distributed for sale in this state, shall operate or participate in an informal dispute settlement proceeding located in the State of Arkansas which complies with the requirements of this section.

(2) The provisions of § 4-90-406(b)(1) and (2) concerning refunds or replacement do not apply to a consumer who has not first used this informal proceeding before commencing a civil action, unless the manufacturer allows a consumer to commence an action without first using this informal proceeding, or unless the manufacturer has failed to make the disclosure required by § 4-90-404(b) .

(3) (A) The consumer shall receive adequate written notice from the manufacturer of the existence of the proceeding. (B) Adequate written notice may include the incorporation of the informal dispute settlement proceeding into the terms of the written warranty to which the motor vehicle does not conform.

(A) The consumer shall receive adequate written notice from the manufacturer of the existence of the proceeding.

(B) Adequate written notice may include the incorporation of the informal dispute settlement proceeding into the terms of the written warranty to which the motor vehicle does not conform.

(b) The informal dispute proceeding shall meet the following criteria: (1) The informal dispute proceeding must comply with the minimum requirements of the Federal Trade Commission for informal dispute settlement proceedings as set forth in 16 C.F.R. § 703.1 et seq., as in effect on the date of adoption of this subchapter, unless any provision of 16 C.F.R. § 703.1 et seq. is in conflict with this subchapter, in which case the provisions of this subchapter shall govern; (2) The informal dispute proceedings must prescribe a reasonable time, not to exceed thirty (30) days after the decision is accepted by the buyer, within which the manufacturer or its agent must fulfill the terms of its decisions; (3) (A) No documents shall be received by any informal dispute proceeding unless those documents have been provided to each of the parties in the dispute at or prior to the proceeding, with an opportunity for the parties to comment on the documents either in writing or orally. (B) If a consumer is present during the informal dispute proceeding, the consumer may request postponement of the proceeding meeting to allow sufficient time to review any documents presented at the time of the meeting, which had not been presented to the consumer prior to the time of the meeting; (4) (A) The informal dispute proceeding shall allow each party to appear and make an oral presentation within the State of Arkansas, unless the consumer agrees to submit the dispute for decision on the basis of documents alone or by telephone, or unless the party fails to appear for an oral presentation after reasonable prior written notice. (B) If the consumer agrees to submit the dispute for decision on the basis of documents alone, then the manufacturer or dealer representatives may not participate in the discussion of the dispute; (5) Consumers shall be given an adequate opportunity to contest a manufacturer's assertion that a nonconformity falls within intended specifications for the vehicle by having the basis of the manufacturer's claim appraised by a technical expert selected and paid for by the consumer prior to the informal dispute settlement hearing; (6) A consumer may not be charged with a fee to participate in an informal dispute proceeding; and (7) Any party to the dispute has the right to be represented by an attorney in an informal dispute proceeding.

(1) The informal dispute proceeding must comply with the minimum requirements of the Federal Trade Commission for informal dispute settlement proceedings as set forth in 16 C.F.R. § 703.1 et seq., as in effect on the date of adoption of this subchapter, unless any provision of 16 C.F.R. § 703.1 et seq. is in conflict with this subchapter, in which case the provisions of this subchapter shall govern;

(2) The informal dispute proceedings must prescribe a reasonable time, not to exceed thirty (30) days after the decision is accepted by the buyer, within which the manufacturer or its agent must fulfill the terms of its decisions;

(3) (A) No documents shall be received by any informal dispute proceeding unless those documents have been provided to each of the parties in the dispute at or prior to the proceeding, with an opportunity for the parties to comment on the documents either in writing or orally. (B) If a consumer is present during the informal dispute proceeding, the consumer may request postponement of the proceeding meeting to allow sufficient time to review any documents presented at the time of the meeting, which had not been presented to the consumer prior to the time of the meeting;

(A) No documents shall be received by any informal dispute proceeding unless those documents have been provided to each of the parties in the dispute at or prior to the proceeding, with an opportunity for the parties to comment on the documents either in writing or orally.

(B) If a consumer is present during the informal dispute proceeding, the consumer may request postponement of the proceeding meeting to allow sufficient time to review any documents presented at the time of the meeting, which had not been presented to the consumer prior to the time of the meeting;

(4) (A) The informal dispute proceeding shall allow each party to appear and make an oral presentation within the State of Arkansas, unless the consumer agrees to submit the dispute for decision on the basis of documents alone or by telephone, or unless the party fails to appear for an oral presentation after reasonable prior written notice. (B) If the consumer agrees to submit the dispute for decision on the basis of documents alone, then the manufacturer or dealer representatives may not participate in the discussion of the dispute;

(A) The informal dispute proceeding shall allow each party to appear and make an oral presentation within the State of Arkansas, unless the consumer agrees to submit the dispute for decision on the basis of documents alone or by telephone, or unless the party fails to appear for an oral presentation after reasonable prior written notice.

(B) If the consumer agrees to submit the dispute for decision on the basis of documents alone, then the manufacturer or dealer representatives may not participate in the discussion of the dispute;

(5) Consumers shall be given an adequate opportunity to contest a manufacturer's assertion that a nonconformity falls within intended specifications for the vehicle by having the basis of the manufacturer's claim appraised by a technical expert selected and paid for by the consumer prior to the informal dispute settlement hearing;

(6) A consumer may not be charged with a fee to participate in an informal dispute proceeding; and

(7) Any party to the dispute has the right to be represented by an attorney in an informal dispute proceeding.

(c) (1) The informal dispute proceeding shall annually submit a pool of not fewer than six (6) members to the Consumer Protection Division. (2) Selected strictly by rotation, one (1) member shall hear disputes scheduled for a particular session unless the consumer requests a panel of three (3) members, in which case three (3) members, also selected by rotation, shall hear disputes scheduled for a particular three-member session. (3) If the informal dispute proceeding deems it appropriate to require the services of an independent investigator, the investigator shall be selected from a pool of not fewer than four (4) members who are submitted annually to the division and from which the particular investigator shall be selected strictly by rotation.

(1) The informal dispute proceeding shall annually submit a pool of not fewer than six (6) members to the Consumer Protection Division.

(2) Selected strictly by rotation, one (1) member shall hear disputes scheduled for a particular session unless the consumer requests a panel of three (3) members, in which case three (3) members, also selected by rotation, shall hear disputes scheduled for a particular three-member session.

(3) If the informal dispute proceeding deems it appropriate to require the services of an independent investigator, the investigator shall be selected from a pool of not fewer than four (4) members who are submitted annually to the division and from which the particular investigator shall be selected strictly by rotation.

Acts 1993, No. 285, § 16; 1993, No. 297, § 16; 2001, No. 1134, § 7.
Ark. Code Ann. § 4-5-118 — AR Code / Title 4 / Chapter 5 / Section 4-5-118
Security interest of issuer or nominated person
Status: in_force

(a) An issuer or nominated person has a security interest in a document presented under a letter of credit to the extent that the issuer or nominated person honors or gives value for the presentation. (b) So long as and to the extent that an issuer or nominated person has not been reimbursed or has not otherwise recovered the value given with respect to a security interest in a document under subsection (a), the security interest continues and is subject to Chapter 9, but: (1) a security agreement is not necessary to make the security interest enforceable under § 4-9-203(b)(3) ; (2) if the document is presented in a medium other than a written or other tangible medium, the security interest is perfected; and (3) if the document is presented in a written or other tangible medium and is not a certificated security, chattel paper, a document of title, an instrument, or a letter of credit, the security interest is perfected and has priority over a conflicting security interest in the document so long as the debtor does not have possession of the document. Acts 2001, No. 1439, § 14.

(a) An issuer or nominated person has a security interest in a document presented under a letter of credit to the extent that the issuer or nominated person honors or gives value for the presentation.

(b) So long as and to the extent that an issuer or nominated person has not been reimbursed or has not otherwise recovered the value given with respect to a security interest in a document under subsection (a), the security interest continues and is subject to Chapter 9, but: (1) a security agreement is not necessary to make the security interest enforceable under § 4-9-203(b)(3) ; (2) if the document is presented in a medium other than a written or other tangible medium, the security interest is perfected; and (3) if the document is presented in a written or other tangible medium and is not a certificated security, chattel paper, a document of title, an instrument, or a letter of credit, the security interest is perfected and has priority over a conflicting security interest in the document so long as the debtor does not have possession of the document.

(1) a security agreement is not necessary to make the security interest enforceable under § 4-9-203(b)(3) ;

(2) if the document is presented in a medium other than a written or other tangible medium, the security interest is perfected; and

(3) if the document is presented in a written or other tangible medium and is not a certificated security, chattel paper, a document of title, an instrument, or a letter of credit, the security interest is perfected and has priority over a conflicting security interest in the document so long as the debtor does not have possession of the document.

Acts 2001, No. 1439, § 14.
Ark. Code Ann. § 4-36-105 — AR Code / Title 4 / Chapter 36 / Subchapter 1 / Section 4-36-105
Election of status
Status: in_force

(a) An existing business corporation may become a benefit corporation under this chapter by amending its articles of incorporation so that they contain, in addition to the requirements of § 4-27-202 , a statement that the corporation is a benefit corporation. (b) To be effective, an amendment shall be adopted by at least the minimum status vote. (c) If an entity is not a benefit corporation but is a constituent corporation or organization in a merger or conversion with a benefit corporation, the merger or conversion shall be approved by at least the minimum status vote. Added by Act 2013, No. 1388,§ 1, eff. 8/16/2013.

(a) An existing business corporation may become a benefit corporation under this chapter by amending its articles of incorporation so that they contain, in addition to the requirements of § 4-27-202 , a statement that the corporation is a benefit corporation.

(b) To be effective, an amendment shall be adopted by at least the minimum status vote.

(c) If an entity is not a benefit corporation but is a constituent corporation or organization in a merger or conversion with a benefit corporation, the merger or conversion shall be approved by at least the minimum status vote.

Added by Act 2013, No. 1388,§ 1, eff. 8/16/2013.
Ark. Code Ann. § 4-87-102 — AR Code / Title 4 / Chapter 87 / Section 4-87-102
Statute of limitations
Status: in_force

Any action brought under the provisions of this chapter may be brought in any court of competent jurisdiction in this state during a period of one (1) year commencing on the date of occurrence of the violation. Acts 1975, No. 566, § 4; A.S.A. 1947, § 70-928.

Any action brought under the provisions of this chapter may be brought in any court of competent jurisdiction in this state during a period of one (1) year commencing on the date of occurrence of the violation.

Acts 1975, No. 566, § 4; A.S.A. 1947, § 70-928.
Ark. Code Ann. § 4-46-912 — AR Code / Title 4 / Chapter 46 / Subchapter 9 / Section 4-46-912
Power of partners and persons dissociated as partners to bind organization after conversion or merger
Status: in_force

(a) An act of a person that immediately before a conversion or merger became effective was a partner in a converting or constituent partnership binds the converted or surviving organization after the conversion or merger becomes effective if: (1) Before the conversion or merger became effective the act would have bound the converting or constituent partnership under § 4-46-301 ; and (2) At the time the third party enters into the transaction the third party: (A) Does not have notice of the conversion or merger; and (B) Reasonably believes that the converted or surviving business is the converting or constituent partnership and that the person is a partner in the converting or constituent partnership. (b) An act of a person that before a conversion or merger became effective was dissociated as a partner from a converting or constituent partnership binds the converted or surviving organization after the conversion or merger becomes effective if: (1) Before the conversion or merger became effective the act would have bound the converting or constituent partnership under § 4-46-301 if the person had been a partner; and (2) At the time the third party enters into the transaction, less than two (2) years have passed since the person dissociated as a general partner and the third party: (A) Does not have notice of the dissociation; (B) Does not have notice of the conversion or merger; and (C) Reasonably believes that the converted or surviving organization is the converting or constituent partnership and that the person is a partner in the converting or constituent partnership. (c) If a person with knowledge of the conversion or merger causes a converted or surviving organization to incur an obligation under subsection (a) or subsection (b) of this section the person is liable: (1) To the converted or surviving organization for any damage caused to the organization arising from the obligation; and (2) If another person is liable for the obligation, to the other person for any damage caused to the other person arising from the liability. Acts 2009, No. 408, § 6.

(a) An act of a person that immediately before a conversion or merger became effective was a partner in a converting or constituent partnership binds the converted or surviving organization after the conversion or merger becomes effective if: (1) Before the conversion or merger became effective the act would have bound the converting or constituent partnership under § 4-46-301 ; and (2) At the time the third party enters into the transaction the third party: (A) Does not have notice of the conversion or merger; and (B) Reasonably believes that the converted or surviving business is the converting or constituent partnership and that the person is a partner in the converting or constituent partnership.

(1) Before the conversion or merger became effective the act would have bound the converting or constituent partnership under § 4-46-301 ; and

(2) At the time the third party enters into the transaction the third party: (A) Does not have notice of the conversion or merger; and (B) Reasonably believes that the converted or surviving business is the converting or constituent partnership and that the person is a partner in the converting or constituent partnership.

(A) Does not have notice of the conversion or merger; and

(B) Reasonably believes that the converted or surviving business is the converting or constituent partnership and that the person is a partner in the converting or constituent partnership.

(b) An act of a person that before a conversion or merger became effective was dissociated as a partner from a converting or constituent partnership binds the converted or surviving organization after the conversion or merger becomes effective if: (1) Before the conversion or merger became effective the act would have bound the converting or constituent partnership under § 4-46-301 if the person had been a partner; and (2) At the time the third party enters into the transaction, less than two (2) years have passed since the person dissociated as a general partner and the third party: (A) Does not have notice of the dissociation; (B) Does not have notice of the conversion or merger; and (C) Reasonably believes that the converted or surviving organization is the converting or constituent partnership and that the person is a partner in the converting or constituent partnership.

(1) Before the conversion or merger became effective the act would have bound the converting or constituent partnership under § 4-46-301 if the person had been a partner; and

(2) At the time the third party enters into the transaction, less than two (2) years have passed since the person dissociated as a general partner and the third party: (A) Does not have notice of the dissociation; (B) Does not have notice of the conversion or merger; and (C) Reasonably believes that the converted or surviving organization is the converting or constituent partnership and that the person is a partner in the converting or constituent partnership.

(A) Does not have notice of the dissociation;

(B) Does not have notice of the conversion or merger; and

(C) Reasonably believes that the converted or surviving organization is the converting or constituent partnership and that the person is a partner in the converting or constituent partnership.

(c) If a person with knowledge of the conversion or merger causes a converted or surviving organization to incur an obligation under subsection (a) or subsection (b) of this section the person is liable: (1) To the converted or surviving organization for any damage caused to the organization arising from the obligation; and (2) If another person is liable for the obligation, to the other person for any damage caused to the other person arising from the liability.

(1) To the converted or surviving organization for any damage caused to the organization arising from the obligation; and

(2) If another person is liable for the obligation, to the other person for any damage caused to the other person arising from the liability.

Acts 2009, No. 408, § 6.
Ark. Code Ann. § 4-114-105 — AR Code / Title 4 / Chapter 114 / Section 4-114-105
Required disclosures - Reimbursement insurance policy
Status: in_force

(a) Reimbursement insurance policies insuring service contracts issued, sold, or offered for sale in this state shall state that the insurer that issued the reimbursement insurance policy shall: (1) Reimburse or pay on behalf of the provider any covered sums the provider is legally obligated to pay; or (2) In the event of the provider's nonperformance, shall provide the service that the provider is legally obligated to perform according to the provider's contractual obligations under the service contracts issued or sold by the provider. (b) In the event covered service is not provided by the provider within sixty (60) days of proof of loss by the service contract holder, the service contract holder is entitled to apply directly to the reimbursement insurance company. Acts 2007, No. 656, § 1.

(a) Reimbursement insurance policies insuring service contracts issued, sold, or offered for sale in this state shall state that the insurer that issued the reimbursement insurance policy shall: (1) Reimburse or pay on behalf of the provider any covered sums the provider is legally obligated to pay; or (2) In the event of the provider's nonperformance, shall provide the service that the provider is legally obligated to perform according to the provider's contractual obligations under the service contracts issued or sold by the provider.

(1) Reimburse or pay on behalf of the provider any covered sums the provider is legally obligated to pay; or

(2) In the event of the provider's nonperformance, shall provide the service that the provider is legally obligated to perform according to the provider's contractual obligations under the service contracts issued or sold by the provider.

(b) In the event covered service is not provided by the provider within sixty (60) days of proof of loss by the service contract holder, the service contract holder is entitled to apply directly to the reimbursement insurance company.

Acts 2007, No. 656, § 1.
Ark. Code Ann. § 4-26-404 — AR Code / Title 4 / Chapter 26 / Subchapter 4 / Section 4-26-404
Renewal of registered name
Status: in_force

Any foreign corporation which has in effect a registration of its corporate name may renew the registration from year to year by annually filing an application for renewal setting forth the facts required to be set forth in an original application for registration and a certificate of good standing as required for the original registration and by paying the fee prescribed by law. If the registration has expired, a new application for registration may be filed and granted under § 4-26-403 . Acts 1965, No. 576, § 10; A.S.A. 1947, § 64-110.

Any foreign corporation which has in effect a registration of its corporate name may renew the registration from year to year by annually filing an application for renewal setting forth the facts required to be set forth in an original application for registration and a certificate of good standing as required for the original registration and by paying the fee prescribed by law. If the registration has expired, a new application for registration may be filed and granted under § 4-26-403 .

Acts 1965, No. 576, § 10; A.S.A. 1947, § 64-110.
Ark. Code Ann. § 4-46-201 — AR Code / Title 4 / Chapter 46 / Subchapter 2 / Section 4-46-201
Partnership as entity
Status: in_force

(a) A partnership is an entity distinct from its partners. (b) A limited liability partnership continues to be the same entity that existed before the filing of a statement of qualification under § 4-46-1001 . Acts 1999, No. 1518, § 201.

(a) A partnership is an entity distinct from its partners.

(b) A limited liability partnership continues to be the same entity that existed before the filing of a statement of qualification under § 4-46-1001 .

Acts 1999, No. 1518, § 201.
Ark. Code Ann. § 4-75-707 — AR Code / Title 4 / Chapter 75 / Subchapter 7 / Section 4-75-707
Permit requirement
Status: in_force

(a) A person shall not engage in or conduct the business of purchasing for resale or selling cigarettes without having first obtained the appropriate permit for that purpose. (b) All permits for the purchasing for resale or the sale of cigarettes shall be issued by the Director of Arkansas Tobacco Control, who shall make rules respecting applications for and issuance of permits under this section. (c) A wholesaler or retailer who sells or intends to sell cigarettes at one (1) or more places of business shall be required to obtain a separate permit for each place of business. (d) A person permitted only as a wholesaler shall not operate as a retailer unless the appropriate permit is first secured, and a person permitted only as a retailer shall not operate as a wholesaler unless the appropriate permit is first secured. Amended by Act 2019, No. 1071,§ 2, eff. 7/24/2019. Acts 1951, No. 101, § 13; A.S.A. 1947, § 70-613; Acts 1999, No. 1237, § 3; 2009, No. 785, § 3.

(a) A person shall not engage in or conduct the business of purchasing for resale or selling cigarettes without having first obtained the appropriate permit for that purpose.

(b) All permits for the purchasing for resale or the sale of cigarettes shall be issued by the Director of Arkansas Tobacco Control, who shall make rules respecting applications for and issuance of permits under this section.

(c) A wholesaler or retailer who sells or intends to sell cigarettes at one (1) or more places of business shall be required to obtain a separate permit for each place of business.

(d) A person permitted only as a wholesaler shall not operate as a retailer unless the appropriate permit is first secured, and a person permitted only as a retailer shall not operate as a wholesaler unless the appropriate permit is first secured.

Amended by Act 2019, No. 1071,§ 2, eff. 7/24/2019.

Acts 1951, No. 101, § 13; A.S.A. 1947, § 70-613; Acts 1999, No. 1237, § 3; 2009, No. 785, § 3.
Ark. Code Ann. § 4-38-404 — AR Code / Title 4 / Chapter 38 / Subchapter 4 / Section 4-38-404
Sharing of and right to distributions before dissolution
Status: in_force

(a) Any distribution made by a limited liability company before its dissolution and winding up must be in equal shares among members and persons dissociated as members, except to the extent necessary to comply with a transfer effective under § 4-38-502 or charging order in effect under § 4-38-503 . (b) A person has a right to a distribution before the dissolution and winding up of a limited liability company only if the company decides to make an interim distribution. A person's dissociation does not entitle the person to a distribution. (c) A person does not have a right to demand or receive a distribution from a limited liability company in any form other than money. Except as otherwise provided in § 4-38-707(d) , a company may distribute an asset in kind only if each part of the asset is fungible with each other part and each person receives a percentage of the asset equal in value to the person's share of distributions. (d) If a member or transferee becomes entitled to receive a distribution, the member or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution. However, the company's obligation to make a distribution is subject to offset for any amount owed to the company by the member or a person dissociated as a member on whose account the distribution is made. Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.

(a) Any distribution made by a limited liability company before its dissolution and winding up must be in equal shares among members and persons dissociated as members, except to the extent necessary to comply with a transfer effective under § 4-38-502 or charging order in effect under § 4-38-503 .

(b) A person has a right to a distribution before the dissolution and winding up of a limited liability company only if the company decides to make an interim distribution. A person's dissociation does not entitle the person to a distribution.

(c) A person does not have a right to demand or receive a distribution from a limited liability company in any form other than money. Except as otherwise provided in § 4-38-707(d) , a company may distribute an asset in kind only if each part of the asset is fungible with each other part and each person receives a percentage of the asset equal in value to the person's share of distributions.

(d) If a member or transferee becomes entitled to receive a distribution, the member or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution. However, the company's obligation to make a distribution is subject to offset for any amount owed to the company by the member or a person dissociated as a member on whose account the distribution is made.

Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Ark. Code Ann. § 4-88-1102 — AR Code / Title 4 / Chapter 88 / Subchapter 11 / Section 4-88-1102
Definitions
Status: in_force

As used in this subchapter: (1) "Net-metering customer" has the same meaning as defined in the Arkansas Cost-Shifting Prevention Act of 2023, § 23-18-601 et seq.; and (2) "Net-metering facility" has the same meaning as defined in the Arkansas Cost-Shifting Prevention Act of 2023, § 23-18-601 et seq. Added by Act 2023, No. 278,§ 2, eff. 3/13/2023.

As used in this subchapter:

(1) "Net-metering customer" has the same meaning as defined in the Arkansas Cost-Shifting Prevention Act of 2023, § 23-18-601 et seq.; and

(2) "Net-metering facility" has the same meaning as defined in the Arkansas Cost-Shifting Prevention Act of 2023, § 23-18-601 et seq.

Added by Act 2023, No. 278,§ 2, eff. 3/13/2023.
Ark. Code Ann. § 4-56-105 — AR Code / Title 4 / Chapter 56 / Section 4-56-105
Cross-collateralization clauses - Definition
Status: in_force

(a) As used in this section, unless the context otherwise requires, "cross-collateralization clause" means a clause that by its terms grants a security interest established under a separate security agreement, instrument, mortgage, or deed of trust to secure debt or another obligation other than that for which it was specifically incurred, including without limitation a preexisting or subsequent debt or obligation. (b) A cross-collateralization clause that grants a security interest for a personal, family, household, or commercial purpose is valid and enforceable, whether or not the cross-collateralization clause is specific or general, lists or identifies existing debts or obligations, or secures debts incurred for the same purpose as the original debt. (c) A cross-collateralization clause is valid and enforceable if the cross-collateralization clause meets the requirements of this section. (d) A cross-collateralization clause in a security instrument that does not identify the preexisting debt, value, or obligation is not invalid if the cross-collateralization clause meets the requirements of this section. (e) (1) The failure to comply with this section shall render the cross-collateralization clause void. (2) A cross-collateralization clause that is void shall not affect or impair the validity of the security agreement, instrument, mortgage, or deed of trust. (f) This section applies to a security agreement, instrument, mortgage, or deed of trust executed on and after September 1, 2021. Added by Act 2021, No. 313,§ 1, eff. 7/28/2021.

(a) As used in this section, unless the context otherwise requires, "cross-collateralization clause" means a clause that by its terms grants a security interest established under a separate security agreement, instrument, mortgage, or deed of trust to secure debt or another obligation other than that for which it was specifically incurred, including without limitation a preexisting or subsequent debt or obligation.

(b) A cross-collateralization clause that grants a security interest for a personal, family, household, or commercial purpose is valid and enforceable, whether or not the cross-collateralization clause is specific or general, lists or identifies existing debts or obligations, or secures debts incurred for the same purpose as the original debt.

(c) A cross-collateralization clause is valid and enforceable if the cross-collateralization clause meets the requirements of this section.

(d) A cross-collateralization clause in a security instrument that does not identify the preexisting debt, value, or obligation is not invalid if the cross-collateralization clause meets the requirements of this section.

(e) (1) The failure to comply with this section shall render the cross-collateralization clause void. (2) A cross-collateralization clause that is void shall not affect or impair the validity of the security agreement, instrument, mortgage, or deed of trust.

(1) The failure to comply with this section shall render the cross-collateralization clause void.

(2) A cross-collateralization clause that is void shall not affect or impair the validity of the security agreement, instrument, mortgage, or deed of trust.

(f) This section applies to a security agreement, instrument, mortgage, or deed of trust executed on and after September 1, 2021.

Added by Act 2021, No. 313,§ 1, eff. 7/28/2021.
Ark. Code Ann. § 4-86-106 — AR Code / Title 4 / Chapter 86 / Section 4-86-106
Automatic renewal of professional home security contracts prohibited
Status: in_force

(a) Except as provided in subsection (c) of this section, no professional home security services contract that is entered into after August 1, 2003, shall state that the term of the professional home security services contract will automatically be renewed for any additional period beyond the initial term of the professional home security services contract. (b) Except as provided in subsection (c) of this section, no professional home security services contract under subsection (a) of this section shall be renewed for any additional period beyond the initial term of the professional home security services contract unless the person receiving the professional home security services affirmatively notifies the person offering the professional home security services that he or she wishes to renew the professional home security services contract. (c) (1) A provider of professional home security services and a person may enter into a professional home security services contract that has a fixed initial term and successive, automatic monthly renewal terms. (2) If the professional home security services contract contains a renewal clause as described in subdivision (c)(1) of this section, then: (A) The professional home security services contract shall conspicuously state that the person receiving the professional home security services has the right without additional cost or penalty to terminate the professional home security services contract at the end of the initial term or the then current renewal; and (B) The person shall provide the provider of the professional home security services with notice of his or her intent to terminate by written notice at least thirty (30) days before the expiration of the initial term or the then current renewal term. (d) This section does not affect the initial term of a professional home security services contract under subsection (a) of this section and does not prohibit any person from offering to renew a professional home security services contract under subsection (a) of this section. (e) If a professional home security services contract under this section is renewed in violation of this section, the person receiving the professional home security services may without additional cost or penalty immediately terminate the professional home security services contract by giving a written termination notice to the provider and shall not be obligated to perform under the professional home security services contract as renewed. Acts 2003, No. 1344, § 1; 2007, No. 439, § 1.

(a) Except as provided in subsection (c) of this section, no professional home security services contract that is entered into after August 1, 2003, shall state that the term of the professional home security services contract will automatically be renewed for any additional period beyond the initial term of the professional home security services contract.

(b) Except as provided in subsection (c) of this section, no professional home security services contract under subsection (a) of this section shall be renewed for any additional period beyond the initial term of the professional home security services contract unless the person receiving the professional home security services affirmatively notifies the person offering the professional home security services that he or she wishes to renew the professional home security services contract.

(c) (1) A provider of professional home security services and a person may enter into a professional home security services contract that has a fixed initial term and successive, automatic monthly renewal terms. (2) If the professional home security services contract contains a renewal clause as described in subdivision (c)(1) of this section, then: (A) The professional home security services contract shall conspicuously state that the person receiving the professional home security services has the right without additional cost or penalty to terminate the professional home security services contract at the end of the initial term or the then current renewal; and (B) The person shall provide the provider of the professional home security services with notice of his or her intent to terminate by written notice at least thirty (30) days before the expiration of the initial term or the then current renewal term.

(1) A provider of professional home security services and a person may enter into a professional home security services contract that has a fixed initial term and successive, automatic monthly renewal terms.

(2) If the professional home security services contract contains a renewal clause as described in subdivision (c)(1) of this section, then: (A) The professional home security services contract shall conspicuously state that the person receiving the professional home security services has the right without additional cost or penalty to terminate the professional home security services contract at the end of the initial term or the then current renewal; and (B) The person shall provide the provider of the professional home security services with notice of his or her intent to terminate by written notice at least thirty (30) days before the expiration of the initial term or the then current renewal term.

(A) The professional home security services contract shall conspicuously state that the person receiving the professional home security services has the right without additional cost or penalty to terminate the professional home security services contract at the end of the initial term or the then current renewal; and

(B) The person shall provide the provider of the professional home security services with notice of his or her intent to terminate by written notice at least thirty (30) days before the expiration of the initial term or the then current renewal term.

(d) This section does not affect the initial term of a professional home security services contract under subsection (a) of this section and does not prohibit any person from offering to renew a professional home security services contract under subsection (a) of this section.

(e) If a professional home security services contract under this section is renewed in violation of this section, the person receiving the professional home security services may without additional cost or penalty immediately terminate the professional home security services contract by giving a written termination notice to the provider and shall not be obligated to perform under the professional home security services contract as renewed.

Acts 2003, No. 1344, § 1; 2007, No. 439, § 1.
Ark. Code Ann. § 4-91-106 — AR Code / Title 4 / Chapter 91 / Subchapter 1 / Section 4-91-106
[Repealed]
Status: repealed

Repealed by Act 2017, No. 944,§ 7, eff. 8/1/2017. Acts 1987, No. 321, §§ 3, 4.

Repealed by Act 2017, No. 944,§ 7, eff. 8/1/2017.

Acts 1987, No. 321, §§ 3, 4.
Ark. Code Ann. § 4-37-102 — AR Code / Title 4 / Chapter 37 / Subchapter 1 / Section 4-37-102
Definitions
Status: in_force

In this chapter: (1) "Acquired entity" means the entity, all of one or more classes or series of interests of which are acquired in an interest exchange. (2) "Acquiring entity" means the entity that acquires all of one or more classes or series of interests of the acquired entity in an interest exchange. (3) "Asset" means property: (A) in which a series limited liability company or protected series has rights; or (B) as to which the company or protected series has the power to transfer rights. (4) "Associated asset" means an asset that meets the requirements of § 4-37-301 . (5) "Associated member" means a member that meets the requirements of § 4-37-302 . (6) "Converted entity" means the converting entity as it continues in existence after a conversion. (7) "Converting entity" means the domestic entity that approves a plan of conversion pursuant to § 4-37-601 et seq., or the foreign entity that approves a conversion pursuant to the law of its jurisdiction of formation. (8) "Foreign limited liability company" means an organization that is: (A) an unincorporated association; (B) organized under laws of a state other than the laws of this state, or under the laws of any foreign country; (C) organized under a statute pursuant to which an association may be formed that affords to each of its members limited liability with respect to the liabilities of the entity; and (D) not required to be registered or organized under any statute of this state other than the Uniform Limited Liability Company Act, § 4-38-101 et seq. (9) "Foreign protected series" means an arrangement, configuration, or other structure established by a foreign limited liability company which has attributes comparable to a protected series established under this chapter. The term applies whether or not the law under which the foreign company is organized refers to "protected series". (10) "Foreign series limited liability company" means a foreign limited liability company that has at least one foreign protected series. (11) "Jurisdiction of formation" means the jurisdiction whose law governs the internal affairs of an entity. (12) "Limited liability company" means an organization formed under the Uniform Limited Liability Company Act, § 4-38-101 et seq. (13) "Manager" or "managers" means, with respect to a limited liability company that has set forth in its operating agreement that it is to be managed by managers, the person or persons designated in accordance with § 4-38-407 . (14) "Member" or "members" means a person or persons who have been admitted to membership in a limited liability company as provided in § 4-38-401 and who have not ceased to be members as provided in § 4-38-602 . (15) "Non-associated asset" means: (A) an asset of a series limited liability company which is not an associated asset of the company; or (B) an asset of a protected series of the company which is not an associated asset of the protected series. (16) "Operating agreement" means the written agreement which shall be entered into among all of the members as to the conduct of the business and affairs of a limited liability company. (17) (A) "Person" means an individual, a general partnership, a limited partnership, a domestic or foreign limited liability company, a trust, an estate, an association, a corporation, a custodian, a nominee and other individual entity in its own or representative capacity, or any other legal entity. (B) "Person" includes a protected series. (18) "Property" means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein. (19) "Protected series", except in the phrase "foreign protected series", means a protected series established under § 4-37-201 . (20) "Protected-series manager" means a person under whose authority the powers of a protected series are exercised and under whose direction the activities and affairs of the protected series are managed under the operating agreement, this chapter, and the Uniform Limited Liability Company Act, § 4-38-101 et seq. (21) "Protected-series transferable interest" means a right to receive a distribution from a protected series. (22) "Protected-series transferee" means a person to which all or part of a protected series transferable interest of a protected series of a series limited liability company has been transferred, other than the company. The term includes a person that owns a protected-series transferable interest as a result of ceasing to be an associated member of a protected series. (23) "Record", used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. (24) "Series limited liability company", except in the phrase "foreign series limited liability company", means a limited liability company that has at least one protected series. (25) "Sign" means, with present intent to authenticate or adopt a record: (A) to execute or adopt a tangible symbol; or (B) to attach to or logically associate with the record an electronic symbol, sound, or process. (26) "State" means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico. (27) "Transfer" includes: (A) an assignment; (B) a conveyance; (C) a sale; (D) a lease; (E) an encumbrance, including a mortgage or security interest; (F) a gift; and (G) a transfer by operation of law. (28) "Transferable interest" means the right, as initially owned by a person in the person's capacity as a member, to receive distributions from a limited liability company, whether or not the person remains a member or continues to own any part of the right. The term applies to any fraction of the interest, by whomever owned. (29) "Transferee" means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a member. Amended by Act 2023, No. 108,§ 3, eff. 8/1/2023. Amended by Act 2021, No. 1041,§ 6, eff. 7/28/2021. Amended by Act 2021, No. 1041,§ 5, eff. 7/28/2021. Amended by Act 2021, No. 1041,§ 4, eff. 7/28/2021. Amended by Act 2021, No. 1041,§ 3, eff. 7/28/2021. Amended by Act 2021, No. 1041,§ 2, eff. 7/28/2021. Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.

In this chapter:

(1) "Acquired entity" means the entity, all of one or more classes or series of interests of which are acquired in an interest exchange.

(2) "Acquiring entity" means the entity that acquires all of one or more classes or series of interests of the acquired entity in an interest exchange.

(3) "Asset" means property: (A) in which a series limited liability company or protected series has rights; or (B) as to which the company or protected series has the power to transfer rights.

(A) in which a series limited liability company or protected series has rights; or

(B) as to which the company or protected series has the power to transfer rights.

(4) "Associated asset" means an asset that meets the requirements of § 4-37-301 .

(5) "Associated member" means a member that meets the requirements of § 4-37-302 .

(6) "Converted entity" means the converting entity as it continues in existence after a conversion.

(7) "Converting entity" means the domestic entity that approves a plan of conversion pursuant to § 4-37-601 et seq., or the foreign entity that approves a conversion pursuant to the law of its jurisdiction of formation.

(8) "Foreign limited liability company" means an organization that is: (A) an unincorporated association; (B) organized under laws of a state other than the laws of this state, or under the laws of any foreign country; (C) organized under a statute pursuant to which an association may be formed that affords to each of its members limited liability with respect to the liabilities of the entity; and (D) not required to be registered or organized under any statute of this state other than the Uniform Limited Liability Company Act, § 4-38-101 et seq.

(A) an unincorporated association;

(B) organized under laws of a state other than the laws of this state, or under the laws of any foreign country;

(C) organized under a statute pursuant to which an association may be formed that affords to each of its members limited liability with respect to the liabilities of the entity; and

(D) not required to be registered or organized under any statute of this state other than the Uniform Limited Liability Company Act, § 4-38-101 et seq.

(9) "Foreign protected series" means an arrangement, configuration, or other structure established by a foreign limited liability company which has attributes comparable to a protected series established under this chapter. The term applies whether or not the law under which the foreign company is organized refers to "protected series".

(10) "Foreign series limited liability company" means a foreign limited liability company that has at least one foreign protected series.

(11) "Jurisdiction of formation" means the jurisdiction whose law governs the internal affairs of an entity.

(12) "Limited liability company" means an organization formed under the Uniform Limited Liability Company Act, § 4-38-101 et seq.

(13) "Manager" or "managers" means, with respect to a limited liability company that has set forth in its operating agreement that it is to be managed by managers, the person or persons designated in accordance with § 4-38-407 .

(14) "Member" or "members" means a person or persons who have been admitted to membership in a limited liability company as provided in § 4-38-401 and who have not ceased to be members as provided in § 4-38-602 .

(15) "Non-associated asset" means: (A) an asset of a series limited liability company which is not an associated asset of the company; or (B) an asset of a protected series of the company which is not an associated asset of the protected series.

(A) an asset of a series limited liability company which is not an associated asset of the company; or

(B) an asset of a protected series of the company which is not an associated asset of the protected series.

(16) "Operating agreement" means the written agreement which shall be entered into among all of the members as to the conduct of the business and affairs of a limited liability company.

(17) (A) "Person" means an individual, a general partnership, a limited partnership, a domestic or foreign limited liability company, a trust, an estate, an association, a corporation, a custodian, a nominee and other individual entity in its own or representative capacity, or any other legal entity. (B) "Person" includes a protected series.

(A) "Person" means an individual, a general partnership, a limited partnership, a domestic or foreign limited liability company, a trust, an estate, an association, a corporation, a custodian, a nominee and other individual entity in its own or representative capacity, or any other legal entity.

(B) "Person" includes a protected series.

(18) "Property" means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein.

(19) "Protected series", except in the phrase "foreign protected series", means a protected series established under § 4-37-201 .

(20) "Protected-series manager" means a person under whose authority the powers of a protected series are exercised and under whose direction the activities and affairs of the protected series are managed under the operating agreement, this chapter, and the Uniform Limited Liability Company Act, § 4-38-101 et seq.

(21) "Protected-series transferable interest" means a right to receive a distribution from a protected series.

(22) "Protected-series transferee" means a person to which all or part of a protected series transferable interest of a protected series of a series limited liability company has been transferred, other than the company. The term includes a person that owns a protected-series transferable interest as a result of ceasing to be an associated member of a protected series.

(23) "Record", used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

(24) "Series limited liability company", except in the phrase "foreign series limited liability company", means a limited liability company that has at least one protected series.

(25) "Sign" means, with present intent to authenticate or adopt a record: (A) to execute or adopt a tangible symbol; or (B) to attach to or logically associate with the record an electronic symbol, sound, or process.

(A) to execute or adopt a tangible symbol; or

(B) to attach to or logically associate with the record an electronic symbol, sound, or process.

(26) "State" means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico.

(27) "Transfer" includes: (A) an assignment; (B) a conveyance; (C) a sale; (D) a lease; (E) an encumbrance, including a mortgage or security interest; (F) a gift; and (G) a transfer by operation of law.

(A) an assignment;

(B) a conveyance;

(C) a sale;

(D) a lease;

(E) an encumbrance, including a mortgage or security interest;

(F) a gift; and

(G) a transfer by operation of law.

(28) "Transferable interest" means the right, as initially owned by a person in the person's capacity as a member, to receive distributions from a limited liability company, whether or not the person remains a member or continues to own any part of the right. The term applies to any fraction of the interest, by whomever owned.

(29) "Transferee" means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a member.

Amended by Act 2023, No. 108,§ 3, eff. 8/1/2023.

Amended by Act 2021, No. 1041,§ 6, eff. 7/28/2021.

Amended by Act 2021, No. 1041,§ 5, eff. 7/28/2021.

Amended by Act 2021, No. 1041,§ 4, eff. 7/28/2021.

Amended by Act 2021, No. 1041,§ 3, eff. 7/28/2021.

Amended by Act 2021, No. 1041,§ 2, eff. 7/28/2021.

Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.
Ark. Code Ann. § 4-18-312 — AR Code / Title 4 / Chapter 18 / Subchapter 3 / Section 4-18-312
Powers and duties of the State Plant Board
Status: in_force

The State Plant Board shall: (a) Maintain traceability of the state standards to the national standards in the possession of the National Institute of Standards and Technology. (b) Enforce the provisions of this subchapter. (c) Issue reasonable rules for the enforcement of this subchapter, which rules shall have the force and effect of law. (d) Establish labeling requirements, establish requirements for the presentation of cost-per-unit information, establish standards of weight, measure, or count, and reasonable standards of fill for any packaged commodity; and may establish requirements for open dating information. (e) Grant any exemptions from the provisions of this subchapter or any rules promulgated pursuant thereto when appropriate to the maintenance of good commercial practices within the state. (f) Conduct investigations to ensure compliance with this subchapter. (g) Delegate to the Department of Agriculture any of these responsibilities for the proper administration of the board. (h) Test annually the standards for weights and measures used by any city or county within the state, and approve the same when found to be correct. (i) Have the authority to inspect and test commercial weights and measures kept, offered, or exposed for sale. (j) Inspect and test, to ascertain if they are correct, weights and measures commercially used: (1) in determining the weight, measure, or count of commodities or things sold, or offered or exposed for sale, on the basis of weight, measure, or count; or (2) in computing the basic charge or payment for services rendered on the basis of weight, measure, or count. (k) Test all weights and measures used in checking the receipt or disbursement of supplies in every institution, for the maintenance of which funds are appropriated by the General Assembly. (l) Approve for use, and may mark, such commercial weights and measures as are found to be correct, and shall reject and order to be corrected, replaced, or removed such commercial weights and measures as are found to be incorrect. Weights and measures that have been rejected may be seized if not corrected within the time specified or if used or disposed of in a manner not specifically authorized. The board shall remove from service and may seize the weights and measures found to be incorrect that are not capable of being made correct. (m) Weigh, measure, or inspect packaged commodities kept, offered, or exposed for sale, sold, or in the process of delivery, to determine whether they contain the amounts represented and whether they are kept, offered, or exposed for sale in accordance with this subchapter or regulations promulgated pursuant thereto. In carrying out the provisions of this subsection, the board shall employ recognized sampling procedures, such as are adopted by the National Conference on Weights and Measures and are published in the National Institute of Standards and Technology Handbook 133, "Checking the Net Contents of Packaged Goods". (n) Prescribe, by rule, the appropriate term or unit of weight or measure to be used, whenever the board determines that an existing practice of declaring the quantity of a commodity or setting charges for a service by weight, measure, numerical count, time, or combination thereof, does not facilitate value comparisons by consumers, or offers an opportunity for consumer confusion. (o) Allow reasonable variations from the stated quantity of contents, which shall include those caused by loss or gain of moisture during the course of good distribution practice or by unavoidable deviations in good manufacturing practice only after the commodity has entered intrastate commerce. (p) Provide for the training of weights and measures personnel, and may also establish minimum training and performance requirements which shall then be met by all weights and measures personnel, whether county, municipal, or state. The State Plant Board may adopt the training standards of the National Conference on Weights and Measures' Professional Certification Program. (q) Verify advertised prices, price representations, and point-of-sale systems, as deemed necessary, to determine: (1) the accuracy of prices and computations and the correct use of the equipment, and (2) if such system utilizes scanning or coding means in lieu of manual entry, the accuracy of prices printed or recalled from a database. In carrying out the provisions of this section, the board shall (i) employ recognized procedures, such as are designated in National Institute of Standards and Technology Handbook 130, Uniform Laws and Regulations, "Examination Procedures for Price Verification," (ii) issue necessary rules and regulations regarding the accuracy of advertised prices and automated systems for retail price charging (referred to as "point-of-sale systems") for the enforcement of this section, which rules shall have the force and effect of law; and (iii) conduct investigations to ensure compliance. Amended by Act 2019, No. 910,§ 35, eff. 7/1/2019. Amended by Act 2019, No. 910,§ 34, eff. 7/1/2019. Acts 2001, No. 587, § 12.

The State Plant Board shall:

(a) Maintain traceability of the state standards to the national standards in the possession of the National Institute of Standards and Technology.

(b) Enforce the provisions of this subchapter.

(c) Issue reasonable rules for the enforcement of this subchapter, which rules shall have the force and effect of law.

(d) Establish labeling requirements, establish requirements for the presentation of cost-per-unit information, establish standards of weight, measure, or count, and reasonable standards of fill for any packaged commodity; and may establish requirements for open dating information.

(e) Grant any exemptions from the provisions of this subchapter or any rules promulgated pursuant thereto when appropriate to the maintenance of good commercial practices within the state.

(f) Conduct investigations to ensure compliance with this subchapter.

(g) Delegate to the Department of Agriculture any of these responsibilities for the proper administration of the board.

(h) Test annually the standards for weights and measures used by any city or county within the state, and approve the same when found to be correct.

(i) Have the authority to inspect and test commercial weights and measures kept, offered, or exposed for sale.

(j) Inspect and test, to ascertain if they are correct, weights and measures commercially used: (1) in determining the weight, measure, or count of commodities or things sold, or offered or exposed for sale, on the basis of weight, measure, or count; or (2) in computing the basic charge or payment for services rendered on the basis of weight, measure, or count.

(1) in determining the weight, measure, or count of commodities or things sold, or offered or exposed for sale, on the basis of weight, measure, or count; or

(2) in computing the basic charge or payment for services rendered on the basis of weight, measure, or count.

(k) Test all weights and measures used in checking the receipt or disbursement of supplies in every institution, for the maintenance of which funds are appropriated by the General Assembly.

(l) Approve for use, and may mark, such commercial weights and measures as are found to be correct, and shall reject and order to be corrected, replaced, or removed such commercial weights and measures as are found to be incorrect. Weights and measures that have been rejected may be seized if not corrected within the time specified or if used or disposed of in a manner not specifically authorized. The board shall remove from service and may seize the weights and measures found to be incorrect that are not capable of being made correct.

(m) Weigh, measure, or inspect packaged commodities kept, offered, or exposed for sale, sold, or in the process of delivery, to determine whether they contain the amounts represented and whether they are kept, offered, or exposed for sale in accordance with this subchapter or regulations promulgated pursuant thereto. In carrying out the provisions of this subsection, the board shall employ recognized sampling procedures, such as are adopted by the National Conference on Weights and Measures and are published in the National Institute of Standards and Technology Handbook 133, "Checking the Net Contents of Packaged Goods".

(n) Prescribe, by rule, the appropriate term or unit of weight or measure to be used, whenever the board determines that an existing practice of declaring the quantity of a commodity or setting charges for a service by weight, measure, numerical count, time, or combination thereof, does not facilitate value comparisons by consumers, or offers an opportunity for consumer confusion.

(o) Allow reasonable variations from the stated quantity of contents, which shall include those caused by loss or gain of moisture during the course of good distribution practice or by unavoidable deviations in good manufacturing practice only after the commodity has entered intrastate commerce.

(p) Provide for the training of weights and measures personnel, and may also establish minimum training and performance requirements which shall then be met by all weights and measures personnel, whether county, municipal, or state. The State Plant Board may adopt the training standards of the National Conference on Weights and Measures' Professional Certification Program.

(q) Verify advertised prices, price representations, and point-of-sale systems, as deemed necessary, to determine: (1) the accuracy of prices and computations and the correct use of the equipment, and (2) if such system utilizes scanning or coding means in lieu of manual entry, the accuracy of prices printed or recalled from a database. In carrying out the provisions of this section, the board shall (i) employ recognized procedures, such as are designated in National Institute of Standards and Technology Handbook 130, Uniform Laws and Regulations, "Examination Procedures for Price Verification," (ii) issue necessary rules and regulations regarding the accuracy of advertised prices and automated systems for retail price charging (referred to as "point-of-sale systems") for the enforcement of this section, which rules shall have the force and effect of law; and (iii) conduct investigations to ensure compliance.

(1) the accuracy of prices and computations and the correct use of the equipment, and

(2) if such system utilizes scanning or coding means in lieu of manual entry, the accuracy of prices printed or recalled from a database. In carrying out the provisions of this section, the board shall (i) employ recognized procedures, such as are designated in National Institute of Standards and Technology Handbook 130, Uniform Laws and Regulations, "Examination Procedures for Price Verification," (ii) issue necessary rules and regulations regarding the accuracy of advertised prices and automated systems for retail price charging (referred to as "point-of-sale systems") for the enforcement of this section, which rules shall have the force and effect of law; and (iii) conduct investigations to ensure compliance.

Amended by Act 2019, No. 910,§ 35, eff. 7/1/2019.

Amended by Act 2019, No. 910,§ 34, eff. 7/1/2019.

Acts 2001, No. 587, § 12.
Ark. Code Ann. § 4-27-302 — AR Code / Title 4 / Chapter 27 / Subchapter 3 / Section 4-27-302
General powers
Status: in_force

Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including without limitation, power: (1) to sue and be sued, complain and defend in its corporate name; (2) to have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it; (3) to make and amend bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for managing the business and regulating the affairs of the corporation; (4) to purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located; (5) to sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property; (6) to purchase, receive, subscribe for, or otherwise acquire; own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of; and deal in and with shares or other interests in, or obligations of, any other entity; (7) to make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds, and other obligations (which may be convertible into or include the option to purchase other securities of the corporation), and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income; (8) to lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment; (9) to be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity; (10) to conduct its business, locate offices, and exercise the powers granted by this chapter within or without this state; (11) to elect directors and appoint officers, employees, and agents of the corporation, define their duties, fix their compensation, and lend them money and credit; (12) to pay pensions and establish pension plans, pension trusts, profit sharing plans, share bonus plans, share option plans, and benefit or incentive plans for any or all of its current or former directors, officers, employees, and agents; (13) to make donations for the public welfare or for charitable, scientific, or educational purposes; (14) to transact any lawful business that will aid governmental policy; (15) to make payments or donations, or do any other act, not inconsistent with law, that furthers the business and affairs of the corporation. Acts 1987, No. 958, § 64-302.

Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including without limitation, power:

(1) to sue and be sued, complain and defend in its corporate name;

(2) to have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it;

(3) to make and amend bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for managing the business and regulating the affairs of the corporation;

(4) to purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located;

(5) to sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property;

(6) to purchase, receive, subscribe for, or otherwise acquire; own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of; and deal in and with shares or other interests in, or obligations of, any other entity;

(7) to make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds, and other obligations (which may be convertible into or include the option to purchase other securities of the corporation), and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income;

(8) to lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment;

(9) to be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity;

(10) to conduct its business, locate offices, and exercise the powers granted by this chapter within or without this state;

(11) to elect directors and appoint officers, employees, and agents of the corporation, define their duties, fix their compensation, and lend them money and credit;

(12) to pay pensions and establish pension plans, pension trusts, profit sharing plans, share bonus plans, share option plans, and benefit or incentive plans for any or all of its current or former directors, officers, employees, and agents;

(13) to make donations for the public welfare or for charitable, scientific, or educational purposes;

(14) to transact any lawful business that will aid governmental policy;

(15) to make payments or donations, or do any other act, not inconsistent with law, that furthers the business and affairs of the corporation.

Acts 1987, No. 958, § 64-302.
Ark. Code Ann. § 4-26-302 — AR Code / Title 4 / Chapter 26 / Subchapter 3 / Section 4-26-302
Procedure
Status: in_force

(a) Amendments to the articles of incorporation shall be made in the following manner: (1) The board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of shareholders, which may be either an annual or a special meeting; (2) Written or printed notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each shareholder of record entitled to vote thereon within the time and in the manner provided in this chapter for the giving of notice of meetings of shareholders. If the meeting is an annual meeting, the proposed amendment or a summary shall be included in the notice of the annual meeting; (3) At this meeting a vote of the shareholders entitled to vote thereon shall be taken on the proposed amendment; (4) The proposed amendment shall be adopted upon receiving the affirmative vote of the holders of at least two-thirds (2/3) of the shares entitled to vote thereon unless any class of shares is entitled to vote as a class, in which event the proposed amendment shall be adopted upon receiving the affirmative vote of the holders of at least two-thirds (2/3) of the shares of each class of shares entitled to vote as a class and of the total shares entitled to vote thereon. (b) Any number of amendments may be submitted to the shareholders and voted upon by them at one (1) meeting. Acts 1965, No. 576, § 60; A.S.A. 1947, § 64-507.

(a) Amendments to the articles of incorporation shall be made in the following manner: (1) The board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of shareholders, which may be either an annual or a special meeting; (2) Written or printed notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each shareholder of record entitled to vote thereon within the time and in the manner provided in this chapter for the giving of notice of meetings of shareholders. If the meeting is an annual meeting, the proposed amendment or a summary shall be included in the notice of the annual meeting; (3) At this meeting a vote of the shareholders entitled to vote thereon shall be taken on the proposed amendment; (4) The proposed amendment shall be adopted upon receiving the affirmative vote of the holders of at least two-thirds (2/3) of the shares entitled to vote thereon unless any class of shares is entitled to vote as a class, in which event the proposed amendment shall be adopted upon receiving the affirmative vote of the holders of at least two-thirds (2/3) of the shares of each class of shares entitled to vote as a class and of the total shares entitled to vote thereon.

(1) The board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of shareholders, which may be either an annual or a special meeting;

(2) Written or printed notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each shareholder of record entitled to vote thereon within the time and in the manner provided in this chapter for the giving of notice of meetings of shareholders. If the meeting is an annual meeting, the proposed amendment or a summary shall be included in the notice of the annual meeting;

(3) At this meeting a vote of the shareholders entitled to vote thereon shall be taken on the proposed amendment;

(4) The proposed amendment shall be adopted upon receiving the affirmative vote of the holders of at least two-thirds (2/3) of the shares entitled to vote thereon unless any class of shares is entitled to vote as a class, in which event the proposed amendment shall be adopted upon receiving the affirmative vote of the holders of at least two-thirds (2/3) of the shares of each class of shares entitled to vote as a class and of the total shares entitled to vote thereon.

(b) Any number of amendments may be submitted to the shareholders and voted upon by them at one (1) meeting.

Acts 1965, No. 576, § 60; A.S.A. 1947, § 64-507.
Ark. Code Ann. § 4-31-405 — AR Code / Title 4 / Chapter 31 / Subchapter 4 / Section 4-31-405
Merger or consolidation
Status: in_force

(a) (1) Pursuant to an agreement of merger or consolidation, a foreign business trust may merge or consolidate with or into one (1) or more foreign business trusts or other business entities formed or organized or existing under the laws of the state or any other state or the United States or any foreign country or other foreign jurisdiction, with the foreign business trust or other business entity, as the agreement shall provide, being the surviving or resulting business trust or other business entity unless otherwise provided in the governing instrument of a foreign business trust. (2) A merger or consolidation shall be approved by each business trust which is to merge or consolidate by all of the trustees and the beneficial owners of the business trust. (b) (1) If a business trust is merging or consolidating under this section, the business trust or other business entity surviving or resulting in or from the merger or consolidation shall file a certificate of merger or consolidation in the office of the Secretary of State. (2) The certificate of merger or consolidation shall state: (A) The name and jurisdiction of formation or organization of each of the business trusts or other business entities which are to merge or consolidate; (B) That an agreement of merger or consolidation has been approved and executed by each of the business trusts or other business entities which are to merge or consolidate; (C) The name of the surviving or resulting business trust or other business entity; (D) (i) The future effective date or time, which shall be a date or time certain, of the merger or consolidation if it is not to be effective upon the certificate of merger or consolidation. (ii) The effective date can be no later than ninety (90) days after the filing of the original documents; (E) That the executed agreement of merger or consolidation is on file at the principal place of business of the surviving or resulting business trust or other business entity and shall state the address thereof; (F) That a copy of the agreement of merger or consolidation will be furnished by the surviving or resulting business trust or other business entity on request and without cost to any beneficial owner of any business trust or any person holding an interest in any other business entity which is to merge or consolidate; and (G) If the surviving or resulting entity is not a business trust or other business entity formed or organized or existing under the laws of the State of Arkansas, that the surviving or resulting entity has filed a statement appointing an agent for service of process under § 4-20-112 and may be served with process under § 4-20-113 if the surviving or resulting entity fails to appoint or maintain a registered agent for service of process. (c) Unless a future effective date or time is provided in a certificate of merger or consolidation, in which event a merger or consolidation shall be effective at any such future effective date or time, a merger or consolidation shall be effective upon the filing in the office of the Secretary of State of a certificate of merger or consolidation. (d) A certificate of merger or consolidation shall act as a certificate of cancellation for a foreign business trust which is not the surviving or resulting entity in the merger or consolidation. (e) When any merger or consolidation shall have become effective under this section, for all purposes of the laws of the state, all of the rights, privileges, and powers of each of the business trusts and other business entities that have merged or consolidated, and all property, real, personal, and mixed, and all debts due to any business trusts and other business entities, as well as all other things and causes of action belonging to each of the business trusts and other business entities, shall be vested in the surviving or resulting business trust or other business entity, and shall thereafter be the property of the surviving or resulting business trust or other business entity as they were of each of the business trusts and other business entities that have merged or consolidated, and the title to any real property vested by deed or otherwise, under the laws of the state, in any of the business trusts and other business entities, shall not revert or be in any way impaired by reason of this chapter, but all rights of creditors and all liens upon any property of any of the business trusts and other business entities shall be preserved unimpaired, and all debts, liabilities, and duties of each of the business trusts and other business entities that have merged or consolidated shall thenceforth attach to the surviving or resulting business trust or other business entity and may be enforced against it to the same extent as if debts, liabilities, and duties had been incurred or contracted by it. Acts 1999, No. 1366, § 5; 2009, No. 814, § 4.

(a) (1) Pursuant to an agreement of merger or consolidation, a foreign business trust may merge or consolidate with or into one (1) or more foreign business trusts or other business entities formed or organized or existing under the laws of the state or any other state or the United States or any foreign country or other foreign jurisdiction, with the foreign business trust or other business entity, as the agreement shall provide, being the surviving or resulting business trust or other business entity unless otherwise provided in the governing instrument of a foreign business trust. (2) A merger or consolidation shall be approved by each business trust which is to merge or consolidate by all of the trustees and the beneficial owners of the business trust.

(1) Pursuant to an agreement of merger or consolidation, a foreign business trust may merge or consolidate with or into one (1) or more foreign business trusts or other business entities formed or organized or existing under the laws of the state or any other state or the United States or any foreign country or other foreign jurisdiction, with the foreign business trust or other business entity, as the agreement shall provide, being the surviving or resulting business trust or other business entity unless otherwise provided in the governing instrument of a foreign business trust.

(2) A merger or consolidation shall be approved by each business trust which is to merge or consolidate by all of the trustees and the beneficial owners of the business trust.

(b) (1) If a business trust is merging or consolidating under this section, the business trust or other business entity surviving or resulting in or from the merger or consolidation shall file a certificate of merger or consolidation in the office of the Secretary of State. (2) The certificate of merger or consolidation shall state: (A) The name and jurisdiction of formation or organization of each of the business trusts or other business entities which are to merge or consolidate; (B) That an agreement of merger or consolidation has been approved and executed by each of the business trusts or other business entities which are to merge or consolidate; (C) The name of the surviving or resulting business trust or other business entity; (D) (i) The future effective date or time, which shall be a date or time certain, of the merger or consolidation if it is not to be effective upon the certificate of merger or consolidation. (ii) The effective date can be no later than ninety (90) days after the filing of the original documents; (E) That the executed agreement of merger or consolidation is on file at the principal place of business of the surviving or resulting business trust or other business entity and shall state the address thereof; (F) That a copy of the agreement of merger or consolidation will be furnished by the surviving or resulting business trust or other business entity on request and without cost to any beneficial owner of any business trust or any person holding an interest in any other business entity which is to merge or consolidate; and (G) If the surviving or resulting entity is not a business trust or other business entity formed or organized or existing under the laws of the State of Arkansas, that the surviving or resulting entity has filed a statement appointing an agent for service of process under § 4-20-112 and may be served with process under § 4-20-113 if the surviving or resulting entity fails to appoint or maintain a registered agent for service of process.

(1) If a business trust is merging or consolidating under this section, the business trust or other business entity surviving or resulting in or from the merger or consolidation shall file a certificate of merger or consolidation in the office of the Secretary of State.

(2) The certificate of merger or consolidation shall state: (A) The name and jurisdiction of formation or organization of each of the business trusts or other business entities which are to merge or consolidate; (B) That an agreement of merger or consolidation has been approved and executed by each of the business trusts or other business entities which are to merge or consolidate; (C) The name of the surviving or resulting business trust or other business entity; (D) (i) The future effective date or time, which shall be a date or time certain, of the merger or consolidation if it is not to be effective upon the certificate of merger or consolidation. (ii) The effective date can be no later than ninety (90) days after the filing of the original documents; (E) That the executed agreement of merger or consolidation is on file at the principal place of business of the surviving or resulting business trust or other business entity and shall state the address thereof; (F) That a copy of the agreement of merger or consolidation will be furnished by the surviving or resulting business trust or other business entity on request and without cost to any beneficial owner of any business trust or any person holding an interest in any other business entity which is to merge or consolidate; and (G) If the surviving or resulting entity is not a business trust or other business entity formed or organized or existing under the laws of the State of Arkansas, that the surviving or resulting entity has filed a statement appointing an agent for service of process under § 4-20-112 and may be served with process under § 4-20-113 if the surviving or resulting entity fails to appoint or maintain a registered agent for service of process.

(A) The name and jurisdiction of formation or organization of each of the business trusts or other business entities which are to merge or consolidate;

(B) That an agreement of merger or consolidation has been approved and executed by each of the business trusts or other business entities which are to merge or consolidate;

(C) The name of the surviving or resulting business trust or other business entity;

(D) (i) The future effective date or time, which shall be a date or time certain, of the merger or consolidation if it is not to be effective upon the certificate of merger or consolidation. (ii) The effective date can be no later than ninety (90) days after the filing of the original documents;

(i) The future effective date or time, which shall be a date or time certain, of the merger or consolidation if it is not to be effective upon the certificate of merger or consolidation.

(ii) The effective date can be no later than ninety (90) days after the filing of the original documents;

(E) That the executed agreement of merger or consolidation is on file at the principal place of business of the surviving or resulting business trust or other business entity and shall state the address thereof;

(F) That a copy of the agreement of merger or consolidation will be furnished by the surviving or resulting business trust or other business entity on request and without cost to any beneficial owner of any business trust or any person holding an interest in any other business entity which is to merge or consolidate; and

(G) If the surviving or resulting entity is not a business trust or other business entity formed or organized or existing under the laws of the State of Arkansas, that the surviving or resulting entity has filed a statement appointing an agent for service of process under § 4-20-112 and may be served with process under § 4-20-113 if the surviving or resulting entity fails to appoint or maintain a registered agent for service of process.

(c) Unless a future effective date or time is provided in a certificate of merger or consolidation, in which event a merger or consolidation shall be effective at any such future effective date or time, a merger or consolidation shall be effective upon the filing in the office of the Secretary of State of a certificate of merger or consolidation.

(d) A certificate of merger or consolidation shall act as a certificate of cancellation for a foreign business trust which is not the surviving or resulting entity in the merger or consolidation.

(e) When any merger or consolidation shall have become effective under this section, for all purposes of the laws of the state, all of the rights, privileges, and powers of each of the business trusts and other business entities that have merged or consolidated, and all property, real, personal, and mixed, and all debts due to any business trusts and other business entities, as well as all other things and causes of action belonging to each of the business trusts and other business entities, shall be vested in the surviving or resulting business trust or other business entity, and shall thereafter be the property of the surviving or resulting business trust or other business entity as they were of each of the business trusts and other business entities that have merged or consolidated, and the title to any real property vested by deed or otherwise, under the laws of the state, in any of the business trusts and other business entities, shall not revert or be in any way impaired by reason of this chapter, but all rights of creditors and all liens upon any property of any of the business trusts and other business entities shall be preserved unimpaired, and all debts, liabilities, and duties of each of the business trusts and other business entities that have merged or consolidated shall thenceforth attach to the surviving or resulting business trust or other business entity and may be enforced against it to the same extent as if debts, liabilities, and duties had been incurred or contracted by it.

Acts 1999, No. 1366, § 5; 2009, No. 814, § 4.
Ark. Code Ann. § 4-29-304 — AR Code / Title 4 / Chapter 29 / Subchapter 3 / Section 4-29-304
Physician-patient relationship unaltered
Status: in_force

This subchapter does not alter any law applicable to the relationship between a physician furnishing medical service and a person receiving the service, including liability arising out of the service. Acts 1961, No. 179, § 15; A.S.A. 1947, § 64-1715.

This subchapter does not alter any law applicable to the relationship between a physician furnishing medical service and a person receiving the service, including liability arising out of the service.

Acts 1961, No. 179, § 15; A.S.A. 1947, § 64-1715.
Ark. Code Ann. § 4-29-310 — AR Code / Title 4 / Chapter 29 / Subchapter 3 / Section 4-29-310
Certificate of registration - Suspension or revocation
Status: in_force

(a) The Arkansas State Medical Board may suspend or revoke any certificate of registration for any of the following reasons: (1) The revocation or suspension of the license to practice medicine of any officer, director, shareholder, or employee not promptly removed or discharged by the corporation; (2) Unethical professional conduct on the part of any officer, director, shareholder, or employee not promptly removed or discharged by the corporation; (3) The death of the last remaining shareholder; or (4) Upon finding that the holder of a certificate has failed to comply with the provisions of this subchapter or the rules prescribed by the board. (b) (1) Before any certificate of registration is suspended or revoked, the holder shall be given written notice of the proposed action and the reasons therefor and shall be given a public hearing by the board with the right to produce testimony concerning the charges made. (2) The notice shall also state the place and date of the hearing which shall be at least five (5) days after service of the notice. Amended by Act 2019, No. 315,§ 119, eff. 7/24/2019. Acts 1961, No. 179, §§ 10, 11; A.S.A. 1947, §§ 64-1710, 64-1711.

(a) The Arkansas State Medical Board may suspend or revoke any certificate of registration for any of the following reasons: (1) The revocation or suspension of the license to practice medicine of any officer, director, shareholder, or employee not promptly removed or discharged by the corporation; (2) Unethical professional conduct on the part of any officer, director, shareholder, or employee not promptly removed or discharged by the corporation; (3) The death of the last remaining shareholder; or (4) Upon finding that the holder of a certificate has failed to comply with the provisions of this subchapter or the rules prescribed by the board.

(1) The revocation or suspension of the license to practice medicine of any officer, director, shareholder, or employee not promptly removed or discharged by the corporation;

(2) Unethical professional conduct on the part of any officer, director, shareholder, or employee not promptly removed or discharged by the corporation;

(3) The death of the last remaining shareholder; or

(4) Upon finding that the holder of a certificate has failed to comply with the provisions of this subchapter or the rules prescribed by the board.

(b) (1) Before any certificate of registration is suspended or revoked, the holder shall be given written notice of the proposed action and the reasons therefor and shall be given a public hearing by the board with the right to produce testimony concerning the charges made. (2) The notice shall also state the place and date of the hearing which shall be at least five (5) days after service of the notice.

(1) Before any certificate of registration is suspended or revoked, the holder shall be given written notice of the proposed action and the reasons therefor and shall be given a public hearing by the board with the right to produce testimony concerning the charges made.

(2) The notice shall also state the place and date of the hearing which shall be at least five (5) days after service of the notice.

Amended by Act 2019, No. 315,§ 119, eff. 7/24/2019.

Acts 1961, No. 179, §§ 10, 11; A.S.A. 1947, §§ 64-1710, 64-1711.
Ark. Code Ann. § 4-38-1201 — AR Code / Title 4 / Chapter 38 / Subchapter 12 / Section 4-38-1201
[Renumbered as 4-38-1202] Applicability - Definition
Status: repealed

(a) As used in this subchapter, "professional service" means a service that may be legally performed under a license or other legally mandated personal authorization, including without limitation services rendered by certified public accountants, architects, engineers, dentists, physicians, and attorneys at law. (b) This subchapter applies only to a limited liability company that provides a professional service. Added by Act 2021EX2, No. 12,§ 3, eff. 12/9/2021. Added by Act 2021EX2, No. 7,§ 3, eff. 12/9/2021. Renumbered as Ark. Code § 4-38-1202 by Act 2021EX2, No. 7,§ 3, eff. 12/9/2021. Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.

(a) As used in this subchapter, "professional service" means a service that may be legally performed under a license or other legally mandated personal authorization, including without limitation services rendered by certified public accountants, architects, engineers, dentists, physicians, and attorneys at law.

(b) This subchapter applies only to a limited liability company that provides a professional service.

Added by Act 2021EX2, No. 12,§ 3, eff. 12/9/2021.

Added by Act 2021EX2, No. 7,§ 3, eff. 12/9/2021.

Renumbered as Ark. Code § 4-38-1202 by Act 2021EX2, No. 7,§ 3, eff. 12/9/2021.

Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Ark. Code Ann. § 4-47-808 — AR Code / Title 4 / Chapter 47 / Subchapter 8 / Section 4-47-808
Liability of general partner and person dissociated as general partner when claim against limited partnership barred
Status: in_force

If a claim against a dissolved limited partnership is barred under § 4-47-806 or § 4-47-807 , any corresponding claim under § 4-47-404 is also barred. Acts 2007, No. 15, § 1.

If a claim against a dissolved limited partnership is barred under § 4-47-806 or § 4-47-807 , any corresponding claim under § 4-47-404 is also barred.

Acts 2007, No. 15, § 1.
Ark. Code Ann. § 4-29-401 — AR Code / Title 4 / Chapter 29 / Subchapter 4 / Section 4-29-401
Title and definitions
Status: in_force

(a) This subchapter may be cited as the "Dental Corporation Act". (b) As used in this subchapter, unless the context otherwise requires: (1) "Beneficial owner" means an individual who is the grantor and sole trustee of a revocable living trust wherein the individual reserves the unrestricted right to revoke the trust; (2) "Professional service" means any type of professional service which may be legally performed only pursuant to license or other legal personal authorization, for example: the personal service rendered by certified public accountants, architects, engineers, dentists, doctors, and attorneys at law; and (3) "Shareholder" means either the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares of a revocable living trust where the shares are registered in the records of the corporation in the name of the revocable living trust. Acts 1961, No. 471, § 1; A.S.A. 1947, § 64-1801; Acts 1997, No. 306, § 3.

(a) This subchapter may be cited as the "Dental Corporation Act".

(b) As used in this subchapter, unless the context otherwise requires: (1) "Beneficial owner" means an individual who is the grantor and sole trustee of a revocable living trust wherein the individual reserves the unrestricted right to revoke the trust; (2) "Professional service" means any type of professional service which may be legally performed only pursuant to license or other legal personal authorization, for example: the personal service rendered by certified public accountants, architects, engineers, dentists, doctors, and attorneys at law; and (3) "Shareholder" means either the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares of a revocable living trust where the shares are registered in the records of the corporation in the name of the revocable living trust.

(1) "Beneficial owner" means an individual who is the grantor and sole trustee of a revocable living trust wherein the individual reserves the unrestricted right to revoke the trust;

(2) "Professional service" means any type of professional service which may be legally performed only pursuant to license or other legal personal authorization, for example: the personal service rendered by certified public accountants, architects, engineers, dentists, doctors, and attorneys at law; and

(3) "Shareholder" means either the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares of a revocable living trust where the shares are registered in the records of the corporation in the name of the revocable living trust.

Acts 1961, No. 471, § 1; A.S.A. 1947, § 64-1801; Acts 1997, No. 306, § 3.
Ark. Code Ann. § 4-26-711 — AR Code / Title 4 / Chapter 26 / Subchapter 7 / Section 4-26-711
Preemptive rights
Status: in_force

(a) The term "preemptive rights", as used in this chapter, shall refer to the right, exercisable under the circumstances hereinafter set out, to purchase the shares or securities of a corporation. (b) The term "voting rights", as used in this section, shall mean the right, not dependent on the happening of an event specified in the articles of incorporation which would affect the voting rights of any class of stock, to vote for the election of one (1) or more directors. (c) (1) Unless otherwise provided in the articles of incorporation, the holders of the shares of any class, other than shares which are limited as to dividends and liquidation rights, in this section referred to as "such holders," shall have the right, during a reasonable time and on reasonable terms to be fixed by the directors, to purchase the shares or securities so offered in proportion to their then-respective holdings at a lawful price substantially no less favorable than the price at which such shares or securities are to be offered to others; upon the offering for sale for cash of: (A) Any shares that are either treasury shares or shares authorized to be issued of the same class as those held by such holders; or (B) Any shares that are either treasury shares or shares authorized to be issued, whether or not of the same class as those held by such holders, having voting rights or dividend rights which would adversely affect the voting rights or dividend rights of such holders; or (C) Any shares that are either treasury shares or shares authorized to be issued, notes, debentures, bonds, or other securities convertible into, or carrying options or warrants to purchase, shares coming within the description set out in subdivision (c)(1)(A) or (c)(1)(B) of this section. (2) However, unless otherwise provided in the articles of incorporation, there shall be no preemptive right to purchase: (A) Shares or other securities which are part of the shares or securities of the corporation authorized in the original articles of incorporation and are issued, sold, or optioned within two (2) years from the date of filing of the articles of incorporation; or (B) Shares or other securities to be issued for considerations other than money; or (C) Shares issued or to be issued to satisfy conversion rights or option rights theretofore lawfully granted by the corporation. (d) (1) The board of directors shall cause to be mailed by first class mail, which need not be registered or certified, to each shareholder of record entitled to purchase shares or securities in accordance with this section, a notice directed to him or her at his or her address as shown on the books of the corporation, setting forth the time within which and the terms and conditions under which the shareholder may purchase the shares or securities and also the apportionment made of the right to purchase among the shareholders entitled to preemptive rights. (2) The notice shall be mailed at least ten (10) days, or such longer period as may be prescribed by the board, prior to the expiration of the period during which the shareholder shall have the right to purchase. (3) All shareholders entitled to preemptive rights to whom notice shall have been mailed as aforesaid shall be deemed conclusively to have been given a reasonable time in which to exercise their preemptive rights; and upon the expiration of the time specified in the notice, the preemptive rights if not exercised shall expire. (e) Shares or securities subject to preemptive rights may be released from the preemptive rights on the vote or written consent of the holders of two-thirds (2/3) of the shares to which such rights attach. However, if shares or securities so released are not sold in one (1) year from the date of the release, the preemptive rights shall be reinstated. Acts 1965, No. 576, § 27; A.S.A. 1947, § 64-212.

(a) The term "preemptive rights", as used in this chapter, shall refer to the right, exercisable under the circumstances hereinafter set out, to purchase the shares or securities of a corporation.

(b) The term "voting rights", as used in this section, shall mean the right, not dependent on the happening of an event specified in the articles of incorporation which would affect the voting rights of any class of stock, to vote for the election of one (1) or more directors.

(c) (1) Unless otherwise provided in the articles of incorporation, the holders of the shares of any class, other than shares which are limited as to dividends and liquidation rights, in this section referred to as "such holders," shall have the right, during a reasonable time and on reasonable terms to be fixed by the directors, to purchase the shares or securities so offered in proportion to their then-respective holdings at a lawful price substantially no less favorable than the price at which such shares or securities are to be offered to others; upon the offering for sale for cash of: (A) Any shares that are either treasury shares or shares authorized to be issued of the same class as those held by such holders; or (B) Any shares that are either treasury shares or shares authorized to be issued, whether or not of the same class as those held by such holders, having voting rights or dividend rights which would adversely affect the voting rights or dividend rights of such holders; or (C) Any shares that are either treasury shares or shares authorized to be issued, notes, debentures, bonds, or other securities convertible into, or carrying options or warrants to purchase, shares coming within the description set out in subdivision (c)(1)(A) or (c)(1)(B) of this section. (2) However, unless otherwise provided in the articles of incorporation, there shall be no preemptive right to purchase: (A) Shares or other securities which are part of the shares or securities of the corporation authorized in the original articles of incorporation and are issued, sold, or optioned within two (2) years from the date of filing of the articles of incorporation; or (B) Shares or other securities to be issued for considerations other than money; or (C) Shares issued or to be issued to satisfy conversion rights or option rights theretofore lawfully granted by the corporation.

(1) Unless otherwise provided in the articles of incorporation, the holders of the shares of any class, other than shares which are limited as to dividends and liquidation rights, in this section referred to as "such holders," shall have the right, during a reasonable time and on reasonable terms to be fixed by the directors, to purchase the shares or securities so offered in proportion to their then-respective holdings at a lawful price substantially no less favorable than the price at which such shares or securities are to be offered to others; upon the offering for sale for cash of: (A) Any shares that are either treasury shares or shares authorized to be issued of the same class as those held by such holders; or (B) Any shares that are either treasury shares or shares authorized to be issued, whether or not of the same class as those held by such holders, having voting rights or dividend rights which would adversely affect the voting rights or dividend rights of such holders; or (C) Any shares that are either treasury shares or shares authorized to be issued, notes, debentures, bonds, or other securities convertible into, or carrying options or warrants to purchase, shares coming within the description set out in subdivision (c)(1)(A) or (c)(1)(B) of this section.

(A) Any shares that are either treasury shares or shares authorized to be issued of the same class as those held by such holders; or

(B) Any shares that are either treasury shares or shares authorized to be issued, whether or not of the same class as those held by such holders, having voting rights or dividend rights which would adversely affect the voting rights or dividend rights of such holders; or

(C) Any shares that are either treasury shares or shares authorized to be issued, notes, debentures, bonds, or other securities convertible into, or carrying options or warrants to purchase, shares coming within the description set out in subdivision (c)(1)(A) or (c)(1)(B) of this section.

(2) However, unless otherwise provided in the articles of incorporation, there shall be no preemptive right to purchase: (A) Shares or other securities which are part of the shares or securities of the corporation authorized in the original articles of incorporation and are issued, sold, or optioned within two (2) years from the date of filing of the articles of incorporation; or (B) Shares or other securities to be issued for considerations other than money; or (C) Shares issued or to be issued to satisfy conversion rights or option rights theretofore lawfully granted by the corporation.

(A) Shares or other securities which are part of the shares or securities of the corporation authorized in the original articles of incorporation and are issued, sold, or optioned within two (2) years from the date of filing of the articles of incorporation; or

(B) Shares or other securities to be issued for considerations other than money; or

(C) Shares issued or to be issued to satisfy conversion rights or option rights theretofore lawfully granted by the corporation.

(d) (1) The board of directors shall cause to be mailed by first class mail, which need not be registered or certified, to each shareholder of record entitled to purchase shares or securities in accordance with this section, a notice directed to him or her at his or her address as shown on the books of the corporation, setting forth the time within which and the terms and conditions under which the shareholder may purchase the shares or securities and also the apportionment made of the right to purchase among the shareholders entitled to preemptive rights. (2) The notice shall be mailed at least ten (10) days, or such longer period as may be prescribed by the board, prior to the expiration of the period during which the shareholder shall have the right to purchase. (3) All shareholders entitled to preemptive rights to whom notice shall have been mailed as aforesaid shall be deemed conclusively to have been given a reasonable time in which to exercise their preemptive rights; and upon the expiration of the time specified in the notice, the preemptive rights if not exercised shall expire.

(1) The board of directors shall cause to be mailed by first class mail, which need not be registered or certified, to each shareholder of record entitled to purchase shares or securities in accordance with this section, a notice directed to him or her at his or her address as shown on the books of the corporation, setting forth the time within which and the terms and conditions under which the shareholder may purchase the shares or securities and also the apportionment made of the right to purchase among the shareholders entitled to preemptive rights.

(2) The notice shall be mailed at least ten (10) days, or such longer period as may be prescribed by the board, prior to the expiration of the period during which the shareholder shall have the right to purchase.

(3) All shareholders entitled to preemptive rights to whom notice shall have been mailed as aforesaid shall be deemed conclusively to have been given a reasonable time in which to exercise their preemptive rights; and upon the expiration of the time specified in the notice, the preemptive rights if not exercised shall expire.

(e) Shares or securities subject to preemptive rights may be released from the preemptive rights on the vote or written consent of the holders of two-thirds (2/3) of the shares to which such rights attach. However, if shares or securities so released are not sold in one (1) year from the date of the release, the preemptive rights shall be reinstated.

Acts 1965, No. 576, § 27; A.S.A. 1947, § 64-212.