Ark. Code Ann. § 4-38-209 — AR Code / Title 4 / Chapter 38 / Subchapter 2 / Section 4-38-209
Correcting filed record
Status: in_force

(a) A person on whose behalf a filed record was delivered to the Secretary of State for filing may correct the record if: (1) the record at the time of filing was inaccurate; (2) the record was defectively signed; or (3) the electronic transmission of the record to the Secretary of State was defective. (b) To correct a filed record, a person on whose behalf the record was delivered to the Secretary of State must deliver to the Secretary of State for filing a statement of correction. (c) A statement of correction: (1) may not state a delayed effective date; (2) must be signed by the person correcting the filed record; (3) must identify the filed record to be corrected; (4) must specify the inaccuracy or defect to be corrected; (5) must correct the inaccuracy or defect; and (6) may not correct original certificate of organization. (d) A statement of correction is effective as of the effective date of the filed record that it corrects except for purposes of § 4-38-103(d) and as to persons relying on the uncorrected filed record and adversely affected by the correction. For those purposes and as to those persons, the statement of correction is effective when filed. Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.

(a) A person on whose behalf a filed record was delivered to the Secretary of State for filing may correct the record if: (1) the record at the time of filing was inaccurate; (2) the record was defectively signed; or (3) the electronic transmission of the record to the Secretary of State was defective.

(1) the record at the time of filing was inaccurate;

(2) the record was defectively signed; or

(3) the electronic transmission of the record to the Secretary of State was defective.

(b) To correct a filed record, a person on whose behalf the record was delivered to the Secretary of State must deliver to the Secretary of State for filing a statement of correction.

(c) A statement of correction: (1) may not state a delayed effective date; (2) must be signed by the person correcting the filed record; (3) must identify the filed record to be corrected; (4) must specify the inaccuracy or defect to be corrected; (5) must correct the inaccuracy or defect; and (6) may not correct original certificate of organization.

(1) may not state a delayed effective date;

(2) must be signed by the person correcting the filed record;

(3) must identify the filed record to be corrected;

(4) must specify the inaccuracy or defect to be corrected;

(5) must correct the inaccuracy or defect; and

(6) may not correct original certificate of organization.

(d) A statement of correction is effective as of the effective date of the filed record that it corrects except for purposes of § 4-38-103(d) and as to persons relying on the uncorrected filed record and adversely affected by the correction. For those purposes and as to those persons, the statement of correction is effective when filed.

Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Ark. Code Ann. § 4-73-207 — AR Code / Title 4 / Chapter 73 / Subchapter 2 / Section 4-73-207
Delivery of work of fine art for exhibition or sale - Effects - Liability of dealer for damage or loss
Status: in_force

Notwithstanding any custom, practice, or usage of the trade or any provision of law to the contrary: (1) Whenever an artist delivers or causes to be delivered a work of fine art of his or her own creation to an art dealer for the purpose of exhibition or sale on a commission, fee, or other basis of compensation, the delivery to, and acceptance thereof by, the art dealer is deemed to place the work on consignment; and: (A) The art dealer shall thereafter, with respect to the work, be deemed to be the agent of such artist; (B) The work is trust property in the hands of the consignee for the benefit of the consignor; and (C) Any proceeds from the sale of the work are trust funds in the hands of the consignee for the benefit of the consignor; (2) Notwithstanding the subsequent purchase of a work of fine art by the consignee directly or indirectly for his or her own account, the work initially received on consignment shall be deemed to remain trust property until the price is paid in full to the consignor. If the work is thereafter resold to a bona fide third party before the consignor has been paid in full, the proceeds of the resale are trust funds in the hands of the consignee for the benefit of the consignor to the extent necessary to pay any balance still due to the consignor, and the trusteeship shall continue until the fiduciary obligation of the consignee with respect to the transaction is discharged in full; (3) Notwithstanding any law to the contrary, no such trust property or trust funds shall be subject to or subordinate to any claims, liens, or security interests of the consignee's creditors; and (4) (A) An art dealer is liable for negligent acts causing the loss of or damage to a work of fine art while it is in his or her possession. (B) The value of the work of fine art is, for the purposes of this subdivision (4), the value established in a written agreement between the artist and the art dealer prior to the loss or damage of the work or, if no written agreement regarding the value of the work exists, the fair market value of the work less the art dealer's commission or fee. Acts 1983, No. 820, § 4; A.S.A. 1947, § 68-1809.

Notwithstanding any custom, practice, or usage of the trade or any provision of law to the contrary:

(1) Whenever an artist delivers or causes to be delivered a work of fine art of his or her own creation to an art dealer for the purpose of exhibition or sale on a commission, fee, or other basis of compensation, the delivery to, and acceptance thereof by, the art dealer is deemed to place the work on consignment; and: (A) The art dealer shall thereafter, with respect to the work, be deemed to be the agent of such artist; (B) The work is trust property in the hands of the consignee for the benefit of the consignor; and (C) Any proceeds from the sale of the work are trust funds in the hands of the consignee for the benefit of the consignor;

(A) The art dealer shall thereafter, with respect to the work, be deemed to be the agent of such artist;

(B) The work is trust property in the hands of the consignee for the benefit of the consignor; and

(C) Any proceeds from the sale of the work are trust funds in the hands of the consignee for the benefit of the consignor;

(2) Notwithstanding the subsequent purchase of a work of fine art by the consignee directly or indirectly for his or her own account, the work initially received on consignment shall be deemed to remain trust property until the price is paid in full to the consignor. If the work is thereafter resold to a bona fide third party before the consignor has been paid in full, the proceeds of the resale are trust funds in the hands of the consignee for the benefit of the consignor to the extent necessary to pay any balance still due to the consignor, and the trusteeship shall continue until the fiduciary obligation of the consignee with respect to the transaction is discharged in full;

(3) Notwithstanding any law to the contrary, no such trust property or trust funds shall be subject to or subordinate to any claims, liens, or security interests of the consignee's creditors; and

(4) (A) An art dealer is liable for negligent acts causing the loss of or damage to a work of fine art while it is in his or her possession. (B) The value of the work of fine art is, for the purposes of this subdivision (4), the value established in a written agreement between the artist and the art dealer prior to the loss or damage of the work or, if no written agreement regarding the value of the work exists, the fair market value of the work less the art dealer's commission or fee.

(A) An art dealer is liable for negligent acts causing the loss of or damage to a work of fine art while it is in his or her possession.

(B) The value of the work of fine art is, for the purposes of this subdivision (4), the value established in a written agreement between the artist and the art dealer prior to the loss or damage of the work or, if no written agreement regarding the value of the work exists, the fair market value of the work less the art dealer's commission or fee.

Acts 1983, No. 820, § 4; A.S.A. 1947, § 68-1809.
Ark. Code Ann. § 4-88-1303 — AR Code / Title 4 / Chapter 88 / Subchapter 13 / Section 4-88-1303
Definitions
Status: in_force

As used in this subchapter: (1) (A) "Commercial entity" means a corporation, limited liability company, partnership, limited partnership, sole proprietorship, or other legally recognized entity. (B) "Commercial entity" includes a third-party vendor; (2) "Digitized identification card" means a data file available on a mobile device that has connectivity to the internet through a state-approved application that allows the mobile device to download the data file from the Office of Driver Services that contains all of the data elements visible on the face and back of a license or identification card and displays the current status of the license or identification card, including valid, expired, cancelled, suspended, revoked, active, or inactive; (3) "Distribute" means to issue, sell, give, provide, deliver, transfer, transmute, circulate, or disseminate by any means; (4) "Internet" means the international computer network of both federal and nonfederal interoperable packet switched data networks; (5) "Material harmful to minors" means: (A) Any material that the average person, applying contemporary community standards, would find, taking the material as a whole and with respect to minors, is designed to appeal to, or is designed to pander to, prurient interest; (B) Any of the following material that exploits, is devoted to, or principally consists of descriptions of actual, simulated, or animated displays or depictions of any of the following, in a manner patently offensive with respect to minors: (i) Nipple of the female breast, pubic hair, anus, vulva, or genitals; (ii) Touching, caressing, or fondling of nipples, breasts, buttocks, the anus, or genitals; or (iii) Sexual intercourse, masturbation, sodomy, bestiality, oral copulation, flagellation, excretory functions, exhibitions of a sexual act, and any other sexual act; and (C) The material taken as a whole lacks serious literary, artistic, political, and scientific value for minors; (6) "Minor" means an individual under eighteen (18) years of age; (7) "News-gathering organization" means: (A) An employee of a newspaper, news publication, or news source, printed or published on an online or mobile platform, of current news and public interest, while operating as an employee of a news-gathering organization, who can provide documentation of the employment with the newspaper, news publication, or news source; or (B) An employee of a radio broadcast station, television broadcast station, cable television operator, or wire service while operating as an employee of a news-gathering organization, who can provide documentation of the employment; (8) "Publish" means to communicate or make information available to another person or entity on a publicly available website; (9) "Reasonable age verification" means to confirm that a person seeking to access published material that may have a substantial portion of material that is harmful to minors is at least eighteen (18) years of age; (10) "Substantial portion" means more than thirty-three and thirty-three hundredths percent (33.33%) of total material on a website which meets the definition of material that is harmful to minors as defined by this section; and (11) (A) "Transactional data" means a sequence of information that documents an exchange, agreement, or transfer between an individual, commercial entity, or a third party used for the purpose of satisfying a request or event. (B) "Transactional data" includes without limitation records from mortgage, education, and employment entities. Added by Act 2023, No. 612,§ 1, eff. 8/1/2023.

As used in this subchapter:

(1) (A) "Commercial entity" means a corporation, limited liability company, partnership, limited partnership, sole proprietorship, or other legally recognized entity. (B) "Commercial entity" includes a third-party vendor;

(A) "Commercial entity" means a corporation, limited liability company, partnership, limited partnership, sole proprietorship, or other legally recognized entity.

(B) "Commercial entity" includes a third-party vendor;

(2) "Digitized identification card" means a data file available on a mobile device that has connectivity to the internet through a state-approved application that allows the mobile device to download the data file from the Office of Driver Services that contains all of the data elements visible on the face and back of a license or identification card and displays the current status of the license or identification card, including valid, expired, cancelled, suspended, revoked, active, or inactive;

(3) "Distribute" means to issue, sell, give, provide, deliver, transfer, transmute, circulate, or disseminate by any means;

(4) "Internet" means the international computer network of both federal and nonfederal interoperable packet switched data networks;

(5) "Material harmful to minors" means: (A) Any material that the average person, applying contemporary community standards, would find, taking the material as a whole and with respect to minors, is designed to appeal to, or is designed to pander to, prurient interest; (B) Any of the following material that exploits, is devoted to, or principally consists of descriptions of actual, simulated, or animated displays or depictions of any of the following, in a manner patently offensive with respect to minors: (i) Nipple of the female breast, pubic hair, anus, vulva, or genitals; (ii) Touching, caressing, or fondling of nipples, breasts, buttocks, the anus, or genitals; or (iii) Sexual intercourse, masturbation, sodomy, bestiality, oral copulation, flagellation, excretory functions, exhibitions of a sexual act, and any other sexual act; and (C) The material taken as a whole lacks serious literary, artistic, political, and scientific value for minors;

(A) Any material that the average person, applying contemporary community standards, would find, taking the material as a whole and with respect to minors, is designed to appeal to, or is designed to pander to, prurient interest;

(B) Any of the following material that exploits, is devoted to, or principally consists of descriptions of actual, simulated, or animated displays or depictions of any of the following, in a manner patently offensive with respect to minors: (i) Nipple of the female breast, pubic hair, anus, vulva, or genitals; (ii) Touching, caressing, or fondling of nipples, breasts, buttocks, the anus, or genitals; or (iii) Sexual intercourse, masturbation, sodomy, bestiality, oral copulation, flagellation, excretory functions, exhibitions of a sexual act, and any other sexual act; and

(i) Nipple of the female breast, pubic hair, anus, vulva, or genitals;

(ii) Touching, caressing, or fondling of nipples, breasts, buttocks, the anus, or genitals; or

(iii) Sexual intercourse, masturbation, sodomy, bestiality, oral copulation, flagellation, excretory functions, exhibitions of a sexual act, and any other sexual act; and

(C) The material taken as a whole lacks serious literary, artistic, political, and scientific value for minors;

(6) "Minor" means an individual under eighteen (18) years of age;

(7) "News-gathering organization" means: (A) An employee of a newspaper, news publication, or news source, printed or published on an online or mobile platform, of current news and public interest, while operating as an employee of a news-gathering organization, who can provide documentation of the employment with the newspaper, news publication, or news source; or (B) An employee of a radio broadcast station, television broadcast station, cable television operator, or wire service while operating as an employee of a news-gathering organization, who can provide documentation of the employment;

(A) An employee of a newspaper, news publication, or news source, printed or published on an online or mobile platform, of current news and public interest, while operating as an employee of a news-gathering organization, who can provide documentation of the employment with the newspaper, news publication, or news source; or

(B) An employee of a radio broadcast station, television broadcast station, cable television operator, or wire service while operating as an employee of a news-gathering organization, who can provide documentation of the employment;

(8) "Publish" means to communicate or make information available to another person or entity on a publicly available website;

(9) "Reasonable age verification" means to confirm that a person seeking to access published material that may have a substantial portion of material that is harmful to minors is at least eighteen (18) years of age;

(10) "Substantial portion" means more than thirty-three and thirty-three hundredths percent (33.33%) of total material on a website which meets the definition of material that is harmful to minors as defined by this section; and

(11) (A) "Transactional data" means a sequence of information that documents an exchange, agreement, or transfer between an individual, commercial entity, or a third party used for the purpose of satisfying a request or event. (B) "Transactional data" includes without limitation records from mortgage, education, and employment entities.

(A) "Transactional data" means a sequence of information that documents an exchange, agreement, or transfer between an individual, commercial entity, or a third party used for the purpose of satisfying a request or event.

(B) "Transactional data" includes without limitation records from mortgage, education, and employment entities.

Added by Act 2023, No. 612,§ 1, eff. 8/1/2023.
Ark. Code Ann. § 4-25-107 — AR Code / Title 4 / Chapter 25 / Section 4-25-107
Effect of certain contract provision upon determination of agency
Status: in_force

A person who requires by contract that another person comply with any state or federal law, regulation, or rule, including but not limited to, one relating to wages, benefits, or safety conditions, shall not be deemed to subject that person to his or her control for purposes of determining agency. Acts 1989, No. 946, § 1.

A person who requires by contract that another person comply with any state or federal law, regulation, or rule, including but not limited to, one relating to wages, benefits, or safety conditions, shall not be deemed to subject that person to his or her control for purposes of determining agency.

Acts 1989, No. 946, § 1.
Ark. Code Ann. § 4-26-204 — AR Code / Title 4 / Chapter 26 / Subchapter 2 / Section 4-26-204
General powers
Status: in_force

(a) Each corporation, by virtue of its existence as such, shall have power: (1) To have perpetual succession by its corporate name unless a limited period of duration is stated in its articles of incorporation; (2) To sue and be sued, in its corporate name; (3) To have a corporate seal which may be altered at will and to use the seal by causing it or a facsimile to be impressed or affixed or in any other manner reproduced; but the use of a seal by the corporation will be optional and not mandatory; (4) To elect or appoint officers and agents of the corporation and define their duties and fix their compensation; (5) To make, alter, and repeal bylaws not inconsistent with its articles of incorporation or with the laws of this state for the administration and regulation of the affairs of the corporation; (6) Subject to any restrictions in its articles of incorporation, to make contributions or gifts to corporations, trusts, community chests, funds, foundations, or associations organized and operated exclusively for religious, charitable, literary, scientific, or educational purposes or for the prevention of cruelty to children or animals, no part of the net earnings of which inures to the benefit of any private stockholder or individual, and may make contributions or gifts to governmental units and agencies to be used for any lawful purpose when these contributions or gifts are authorized or approved by its board of directors; (7) In time of war or engagement of the United States Armed Forces in hostile military operations, to transact any lawful business in aid of the United States in connection therewith; (8) Subject to any restrictions in its articles of incorporation, to invest its funds as it sees fit, including specifically and without limiting the generality of the foregoing, the power to acquire controlling interests in, or the entire ownership of, other corporations whether engaged in the same or different kinds of business; (9) To cease its corporate activities and surrender its corporate franchise. (b) To effectuate the purposes stated in its articles of incorporation, and subject to any limitation prescribed by this chapter or by its articles of incorporation, every corporation shall also have power: (1) To acquire, by purchase, lease, gift, will, or otherwise, and to own, hold, improve, use, and otherwise deal in and with real and personal property, or any interest therein, wherever situated; (2) To sell, convey, lease, exchange, transfer, and otherwise dispose of all or any part of its property and assets; (3) To enter into contracts of guaranty or suretyship or make other financial arrangements for its customers, suppliers, subsidiaries, and others with whom it transacts business; also, where in the opinion of the directors action should be taken to promote good employer-employee relationships, it may make undertakings of such character for the benefit of any of its employees. The term "employees" is not to include any officer or director or any person holding as much as ten percent (10%) of the shares entitled to vote for the election of directors; (4) To procure for its benefit insurance on the life of any employee or officer whose death might cause financial loss to the corporation, and to this end, the corporation is deemed to have an insurable interest in its employees and officers; (5) To acquire, by purchase, subscription, gift, will, or otherwise, and to own, hold, vote, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with any or all of the shares or other interests in, or obligations of, other domestic or foreign corporations or the obligations of any associations, partnerships, or individuals or any direct or indirect obligations of the United States or of any government, state, territory, governmental district, or municipality or of any instrumentality thereof; (6) To enter into general partnership agreements with another corporation or corporations whether organized under the laws of this state or otherwise or with any individual, individuals, or partnerships but only on condition that the action is authorized by the articles of incorporation or, in the absence of such charter authorization, by the holders of at least a majority of the outstanding shares of each class entitled at that time to vote at an election of directors; and, even though no charter authority therefor exists, a corporation, without prior stockholders' approval and merely on the authorization of its board of directors, may: (A) Become a limited partner; or (B) Enter into a joint adventure arrangement with any domestic or foreign corporation or corporations or any individual, individuals, or partnership, provided the joint adventure contemplates: (i) The joint prosecution of a single undertaking; or (ii) The prosecution of successive joint undertakings or business activities over a period not exceeding five (5) years; the joint activities after the expiration of this period to be restricted to acts of liquidation, including the completion of any projects commenced during the five-year period; and the joint arrangement not to be extended except under stockholders' authority as above provided; (7) To make contracts and incur liabilities, borrow money, issue its notes, debentures, bonds, and other obligations, and secure any of its obligations by mortgage, pledge, security interest, or other form of encumbrance upon all or any of its property including after-acquired property, franchises, and income; (8) To lend money for its corporate purposes, including the power to lend money to its employees where such action tends to promote good employer-employee relationship; to invest its funds from time to time in such manner as may be approved by the board; (9) To pay pensions and establish pension plans, pension trusts, profit-sharing plans, stock bonus plans, stock option plans, and other incentive plans for any or all of its directors, officers, and employees; (10) To conduct its business, carry on its operations, and have offices and exercise the powers granted by this chapter anywhere in the world; (11) To have and exercise all additional powers necessary or convenient to effect any or all of the purposes for which the corporation is organized. (c) It shall not be necessary to set forth in the articles of incorporation any of the powers enumerated in this section, but the powers shall exist and may be exercised by the corporation, whether or not set forth in the articles. Acts 1965, No. 576, § 4; 1968 (1st Ex. Sess.), No. 48, § 1; A.S.A. 1947, § 64-104.

(a) Each corporation, by virtue of its existence as such, shall have power: (1) To have perpetual succession by its corporate name unless a limited period of duration is stated in its articles of incorporation; (2) To sue and be sued, in its corporate name; (3) To have a corporate seal which may be altered at will and to use the seal by causing it or a facsimile to be impressed or affixed or in any other manner reproduced; but the use of a seal by the corporation will be optional and not mandatory; (4) To elect or appoint officers and agents of the corporation and define their duties and fix their compensation; (5) To make, alter, and repeal bylaws not inconsistent with its articles of incorporation or with the laws of this state for the administration and regulation of the affairs of the corporation; (6) Subject to any restrictions in its articles of incorporation, to make contributions or gifts to corporations, trusts, community chests, funds, foundations, or associations organized and operated exclusively for religious, charitable, literary, scientific, or educational purposes or for the prevention of cruelty to children or animals, no part of the net earnings of which inures to the benefit of any private stockholder or individual, and may make contributions or gifts to governmental units and agencies to be used for any lawful purpose when these contributions or gifts are authorized or approved by its board of directors; (7) In time of war or engagement of the United States Armed Forces in hostile military operations, to transact any lawful business in aid of the United States in connection therewith; (8) Subject to any restrictions in its articles of incorporation, to invest its funds as it sees fit, including specifically and without limiting the generality of the foregoing, the power to acquire controlling interests in, or the entire ownership of, other corporations whether engaged in the same or different kinds of business; (9) To cease its corporate activities and surrender its corporate franchise.

(1) To have perpetual succession by its corporate name unless a limited period of duration is stated in its articles of incorporation;

(2) To sue and be sued, in its corporate name;

(3) To have a corporate seal which may be altered at will and to use the seal by causing it or a facsimile to be impressed or affixed or in any other manner reproduced; but the use of a seal by the corporation will be optional and not mandatory;

(4) To elect or appoint officers and agents of the corporation and define their duties and fix their compensation;

(5) To make, alter, and repeal bylaws not inconsistent with its articles of incorporation or with the laws of this state for the administration and regulation of the affairs of the corporation;

(6) Subject to any restrictions in its articles of incorporation, to make contributions or gifts to corporations, trusts, community chests, funds, foundations, or associations organized and operated exclusively for religious, charitable, literary, scientific, or educational purposes or for the prevention of cruelty to children or animals, no part of the net earnings of which inures to the benefit of any private stockholder or individual, and may make contributions or gifts to governmental units and agencies to be used for any lawful purpose when these contributions or gifts are authorized or approved by its board of directors;

(7) In time of war or engagement of the United States Armed Forces in hostile military operations, to transact any lawful business in aid of the United States in connection therewith;

(8) Subject to any restrictions in its articles of incorporation, to invest its funds as it sees fit, including specifically and without limiting the generality of the foregoing, the power to acquire controlling interests in, or the entire ownership of, other corporations whether engaged in the same or different kinds of business;

(9) To cease its corporate activities and surrender its corporate franchise.

(b) To effectuate the purposes stated in its articles of incorporation, and subject to any limitation prescribed by this chapter or by its articles of incorporation, every corporation shall also have power: (1) To acquire, by purchase, lease, gift, will, or otherwise, and to own, hold, improve, use, and otherwise deal in and with real and personal property, or any interest therein, wherever situated; (2) To sell, convey, lease, exchange, transfer, and otherwise dispose of all or any part of its property and assets; (3) To enter into contracts of guaranty or suretyship or make other financial arrangements for its customers, suppliers, subsidiaries, and others with whom it transacts business; also, where in the opinion of the directors action should be taken to promote good employer-employee relationships, it may make undertakings of such character for the benefit of any of its employees. The term "employees" is not to include any officer or director or any person holding as much as ten percent (10%) of the shares entitled to vote for the election of directors; (4) To procure for its benefit insurance on the life of any employee or officer whose death might cause financial loss to the corporation, and to this end, the corporation is deemed to have an insurable interest in its employees and officers; (5) To acquire, by purchase, subscription, gift, will, or otherwise, and to own, hold, vote, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with any or all of the shares or other interests in, or obligations of, other domestic or foreign corporations or the obligations of any associations, partnerships, or individuals or any direct or indirect obligations of the United States or of any government, state, territory, governmental district, or municipality or of any instrumentality thereof; (6) To enter into general partnership agreements with another corporation or corporations whether organized under the laws of this state or otherwise or with any individual, individuals, or partnerships but only on condition that the action is authorized by the articles of incorporation or, in the absence of such charter authorization, by the holders of at least a majority of the outstanding shares of each class entitled at that time to vote at an election of directors; and, even though no charter authority therefor exists, a corporation, without prior stockholders' approval and merely on the authorization of its board of directors, may: (A) Become a limited partner; or (B) Enter into a joint adventure arrangement with any domestic or foreign corporation or corporations or any individual, individuals, or partnership, provided the joint adventure contemplates: (i) The joint prosecution of a single undertaking; or (ii) The prosecution of successive joint undertakings or business activities over a period not exceeding five (5) years; the joint activities after the expiration of this period to be restricted to acts of liquidation, including the completion of any projects commenced during the five-year period; and the joint arrangement not to be extended except under stockholders' authority as above provided; (7) To make contracts and incur liabilities, borrow money, issue its notes, debentures, bonds, and other obligations, and secure any of its obligations by mortgage, pledge, security interest, or other form of encumbrance upon all or any of its property including after-acquired property, franchises, and income; (8) To lend money for its corporate purposes, including the power to lend money to its employees where such action tends to promote good employer-employee relationship; to invest its funds from time to time in such manner as may be approved by the board; (9) To pay pensions and establish pension plans, pension trusts, profit-sharing plans, stock bonus plans, stock option plans, and other incentive plans for any or all of its directors, officers, and employees; (10) To conduct its business, carry on its operations, and have offices and exercise the powers granted by this chapter anywhere in the world; (11) To have and exercise all additional powers necessary or convenient to effect any or all of the purposes for which the corporation is organized.

(1) To acquire, by purchase, lease, gift, will, or otherwise, and to own, hold, improve, use, and otherwise deal in and with real and personal property, or any interest therein, wherever situated;

(2) To sell, convey, lease, exchange, transfer, and otherwise dispose of all or any part of its property and assets;

(3) To enter into contracts of guaranty or suretyship or make other financial arrangements for its customers, suppliers, subsidiaries, and others with whom it transacts business; also, where in the opinion of the directors action should be taken to promote good employer-employee relationships, it may make undertakings of such character for the benefit of any of its employees. The term "employees" is not to include any officer or director or any person holding as much as ten percent (10%) of the shares entitled to vote for the election of directors;

(4) To procure for its benefit insurance on the life of any employee or officer whose death might cause financial loss to the corporation, and to this end, the corporation is deemed to have an insurable interest in its employees and officers;

(5) To acquire, by purchase, subscription, gift, will, or otherwise, and to own, hold, vote, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with any or all of the shares or other interests in, or obligations of, other domestic or foreign corporations or the obligations of any associations, partnerships, or individuals or any direct or indirect obligations of the United States or of any government, state, territory, governmental district, or municipality or of any instrumentality thereof;

(6) To enter into general partnership agreements with another corporation or corporations whether organized under the laws of this state or otherwise or with any individual, individuals, or partnerships but only on condition that the action is authorized by the articles of incorporation or, in the absence of such charter authorization, by the holders of at least a majority of the outstanding shares of each class entitled at that time to vote at an election of directors; and, even though no charter authority therefor exists, a corporation, without prior stockholders' approval and merely on the authorization of its board of directors, may: (A) Become a limited partner; or (B) Enter into a joint adventure arrangement with any domestic or foreign corporation or corporations or any individual, individuals, or partnership, provided the joint adventure contemplates: (i) The joint prosecution of a single undertaking; or (ii) The prosecution of successive joint undertakings or business activities over a period not exceeding five (5) years; the joint activities after the expiration of this period to be restricted to acts of liquidation, including the completion of any projects commenced during the five-year period; and the joint arrangement not to be extended except under stockholders' authority as above provided;

(A) Become a limited partner; or

(B) Enter into a joint adventure arrangement with any domestic or foreign corporation or corporations or any individual, individuals, or partnership, provided the joint adventure contemplates: (i) The joint prosecution of a single undertaking; or (ii) The prosecution of successive joint undertakings or business activities over a period not exceeding five (5) years; the joint activities after the expiration of this period to be restricted to acts of liquidation, including the completion of any projects commenced during the five-year period; and the joint arrangement not to be extended except under stockholders' authority as above provided;

(i) The joint prosecution of a single undertaking; or

(ii) The prosecution of successive joint undertakings or business activities over a period not exceeding five (5) years; the joint activities after the expiration of this period to be restricted to acts of liquidation, including the completion of any projects commenced during the five-year period; and the joint arrangement not to be extended except under stockholders' authority as above provided;

(7) To make contracts and incur liabilities, borrow money, issue its notes, debentures, bonds, and other obligations, and secure any of its obligations by mortgage, pledge, security interest, or other form of encumbrance upon all or any of its property including after-acquired property, franchises, and income;

(8) To lend money for its corporate purposes, including the power to lend money to its employees where such action tends to promote good employer-employee relationship; to invest its funds from time to time in such manner as may be approved by the board;

(9) To pay pensions and establish pension plans, pension trusts, profit-sharing plans, stock bonus plans, stock option plans, and other incentive plans for any or all of its directors, officers, and employees;

(10) To conduct its business, carry on its operations, and have offices and exercise the powers granted by this chapter anywhere in the world;

(11) To have and exercise all additional powers necessary or convenient to effect any or all of the purposes for which the corporation is organized.

(c) It shall not be necessary to set forth in the articles of incorporation any of the powers enumerated in this section, but the powers shall exist and may be exercised by the corporation, whether or not set forth in the articles.

Acts 1965, No. 576, § 4; 1968 (1st Ex. Sess.), No. 48, § 1; A.S.A. 1947, § 64-104.
Ark. Code Ann. § 4-36-303 — AR Code / Title 4 / Chapter 36 / Subchapter 3 / Section 4-36-303
Standard of conduct for officers
Status: in_force

(a) An officer of a benefit corporation shall consider the interests and factors described in § 4-36-301 if: (1) The officer has discretion to act with respect to a matter; and (2) It reasonably appears to the officer that the matter may have a material effect on the creation by the benefit corporation of a general public benefit or a specific public benefit identified in the articles of incorporation of the benefit corporation. (b) The consideration of interests and factors described in subsection (a) of this section shall not constitute a violation of § 4-27-841 . (c) An officer is not personally liable for monetary damages for: (1) An action or omission as an officer if the officer performed the duties of the position in compliance with § 4-27-841 and this section; or (2) Failure of the benefit corporation to pursue a general public benefit or a specific public benefit. (d) An officer does not have a duty to a person that is a beneficiary of a general public benefit purpose or a specific public benefit purpose of a benefit corporation arising from the status of the person as a beneficiary. Added by Act 2013, No. 1388,§ 1, eff. 8/16/2013.

(a) An officer of a benefit corporation shall consider the interests and factors described in § 4-36-301 if: (1) The officer has discretion to act with respect to a matter; and (2) It reasonably appears to the officer that the matter may have a material effect on the creation by the benefit corporation of a general public benefit or a specific public benefit identified in the articles of incorporation of the benefit corporation.

(1) The officer has discretion to act with respect to a matter; and

(2) It reasonably appears to the officer that the matter may have a material effect on the creation by the benefit corporation of a general public benefit or a specific public benefit identified in the articles of incorporation of the benefit corporation.

(b) The consideration of interests and factors described in subsection (a) of this section shall not constitute a violation of § 4-27-841 .

(c) An officer is not personally liable for monetary damages for: (1) An action or omission as an officer if the officer performed the duties of the position in compliance with § 4-27-841 and this section; or (2) Failure of the benefit corporation to pursue a general public benefit or a specific public benefit.

(1) An action or omission as an officer if the officer performed the duties of the position in compliance with § 4-27-841 and this section; or

(2) Failure of the benefit corporation to pursue a general public benefit or a specific public benefit.

(d) An officer does not have a duty to a person that is a beneficiary of a general public benefit purpose or a specific public benefit purpose of a benefit corporation arising from the status of the person as a beneficiary.

Added by Act 2013, No. 1388,§ 1, eff. 8/16/2013.
Ark. Code Ann. § 4-75-217 — AR Code / Title 4 / Chapter 75 / Subchapter 2 / Section 4-75-217
Statute of limitations
Status: in_force

(a) Any action brought by the Attorney General pursuant to this subchapter is barred if it is not commenced within five (5) years after the cause of action accrues. (b) The statute of limitations described in subsection (a) of this section shall be tolled during any period when the defendant in any action fraudulently concealed the events upon which the cause of action is based. (c) This section is not intended to allow for the commencement of any action by the Attorney General under the provisions of this subchapter for events occurring prior to the enactment of this section of which the Attorney General had actual knowledge. Acts 2003, No. 1172, § 1.

(a) Any action brought by the Attorney General pursuant to this subchapter is barred if it is not commenced within five (5) years after the cause of action accrues.

(b) The statute of limitations described in subsection (a) of this section shall be tolled during any period when the defendant in any action fraudulently concealed the events upon which the cause of action is based.

(c) This section is not intended to allow for the commencement of any action by the Attorney General under the provisions of this subchapter for events occurring prior to the enactment of this section of which the Attorney General had actual knowledge.

Acts 2003, No. 1172, § 1.
Ark. Code Ann. § 4-47-1201 — AR Code / Title 4 / Chapter 47 / Subchapter 12 / Section 4-47-1201
Uniformity of application and construction
Status: in_force

In applying and construing this Uniform Act, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among States that enact it. Acts 2007, No. 15, § 1.

In applying and construing this Uniform Act, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among States that enact it.

Acts 2007, No. 15, § 1.
Ark. Code Ann. § 4-35-303 — AR Code / Title 4 / Chapter 35 / Subchapter 3 / Section 4-35-303
Security for bonds
Status: in_force

(a) The principal of and interest on bonds may be secured by a pledge of the revenues of a water authority of that project financed by the water authority through its issuance of bonds or from any other source that the water authority may deem necessary and appropriate and may be secured by the creation of a forecloseable mortgage and security interest encumbering the real property of the water authority or security interest in all personal property and revenues of the water authority as set forth in the indenture. (b) The trustee under any indenture may be a trust company or bank having trust powers, whether located within or without the state. (c) The bond resolution of the water authority authorizing the bonds or indenture may contain, all as the board of directors shall deem advisable and as shall not be in conflict with the provisions of this subchapter, any agreements and provisions customarily contained in instruments securing evidences of indebtedness, including, without limiting the generality of the foregoing: (1) Provisions respecting the nature and extent of the security; (2) The collection, segregation, and application of the revenues generated from the operation of any project covered by the bonds, the resolution, or the indenture; (3) Covenants to always operate the project as a revenue-producing undertaking and to charge and collect, including the obligation to increase from time to time, sufficient revenue to maintain income at required levels; (4) The maintenance and insurance of the project; (5) The creation and maintenance of reserve and other special funds; and (6) The rights and remedies available in the event of default to the holders of the bonds or the trustees under the indenture, bond, or resolution. (d) If there is any default by a water authority in payment of the principal of or the interest on the bonds or in any of the agreements on the part of the water authority that may properly be included in any indenture, bond, or resolution securing the bonds, the bondholders or the trustee under any bond, resolution, or indenture, as authorized in the bond, resolution, or indenture may either in law or in equity, by suit, action, mandamus, or other proceeding enforce payment of the principal or interest and compel performance of all duties of the board and officers of the water authority and shall be entitled as a matter of right and regardless of the sufficiency of any such security to the appointment of a receiver in equity with all the powers of the receiver for the operation and maintenance of the project covered by the indenture, bond, or resolution and the collection, segregation, and applications of income and revenues therefrom. (e) The indenture, bond, or resolution may contain provisions regarding the rights and remedies of any trustee thereunder and the holders of the bonds and the coupons and restricting the individual rights of action of the holders of the bonds and coupons. (f) (1) In the event of a default in the payment of the principal of or interest on any bonds issued under the provisions of this chapter, any court having jurisdiction may appoint a receiver to take charge of the facilities upon or in which there is a mortgage lien or security interest securing the bonds in default. (2) The receiver shall have the power and authority to operate and maintain the facilities in receivership, to charge and collect payments, fees, rents, and charges sufficient to provide for the payment of any costs of receivership and operating expenses of the project in receivership, and to apply the revenues derived from the facilities in receivership in conformity with this chapter and the resolution or trust indenture securing the bonds in default. (3) When the default has been cured, the receivership shall be ended and the facilities returned to the water authority. (g) The relief provided in this section shall be construed to be in addition and supplemental to the other remedies provided in this chapter and the remedies that may be provided in the resolution or trust indenture authorizing or securing the bonds and shall be so granted and administered as to accord full recognition to priority rights of bondholders as to the pledge of revenues from and mortgage lien on or security interest in facilities as specified in and fixed by the resolution or trust indenture authorizing or securing successive issues of bonds. Acts 2003, No. 1330, § 3.

(a) The principal of and interest on bonds may be secured by a pledge of the revenues of a water authority of that project financed by the water authority through its issuance of bonds or from any other source that the water authority may deem necessary and appropriate and may be secured by the creation of a forecloseable mortgage and security interest encumbering the real property of the water authority or security interest in all personal property and revenues of the water authority as set forth in the indenture.

(b) The trustee under any indenture may be a trust company or bank having trust powers, whether located within or without the state.

(c) The bond resolution of the water authority authorizing the bonds or indenture may contain, all as the board of directors shall deem advisable and as shall not be in conflict with the provisions of this subchapter, any agreements and provisions customarily contained in instruments securing evidences of indebtedness, including, without limiting the generality of the foregoing: (1) Provisions respecting the nature and extent of the security; (2) The collection, segregation, and application of the revenues generated from the operation of any project covered by the bonds, the resolution, or the indenture; (3) Covenants to always operate the project as a revenue-producing undertaking and to charge and collect, including the obligation to increase from time to time, sufficient revenue to maintain income at required levels; (4) The maintenance and insurance of the project; (5) The creation and maintenance of reserve and other special funds; and (6) The rights and remedies available in the event of default to the holders of the bonds or the trustees under the indenture, bond, or resolution.

(1) Provisions respecting the nature and extent of the security;

(2) The collection, segregation, and application of the revenues generated from the operation of any project covered by the bonds, the resolution, or the indenture;

(3) Covenants to always operate the project as a revenue-producing undertaking and to charge and collect, including the obligation to increase from time to time, sufficient revenue to maintain income at required levels;

(4) The maintenance and insurance of the project;

(5) The creation and maintenance of reserve and other special funds; and

(6) The rights and remedies available in the event of default to the holders of the bonds or the trustees under the indenture, bond, or resolution.

(d) If there is any default by a water authority in payment of the principal of or the interest on the bonds or in any of the agreements on the part of the water authority that may properly be included in any indenture, bond, or resolution securing the bonds, the bondholders or the trustee under any bond, resolution, or indenture, as authorized in the bond, resolution, or indenture may either in law or in equity, by suit, action, mandamus, or other proceeding enforce payment of the principal or interest and compel performance of all duties of the board and officers of the water authority and shall be entitled as a matter of right and regardless of the sufficiency of any such security to the appointment of a receiver in equity with all the powers of the receiver for the operation and maintenance of the project covered by the indenture, bond, or resolution and the collection, segregation, and applications of income and revenues therefrom.

(e) The indenture, bond, or resolution may contain provisions regarding the rights and remedies of any trustee thereunder and the holders of the bonds and the coupons and restricting the individual rights of action of the holders of the bonds and coupons.

(f) (1) In the event of a default in the payment of the principal of or interest on any bonds issued under the provisions of this chapter, any court having jurisdiction may appoint a receiver to take charge of the facilities upon or in which there is a mortgage lien or security interest securing the bonds in default. (2) The receiver shall have the power and authority to operate and maintain the facilities in receivership, to charge and collect payments, fees, rents, and charges sufficient to provide for the payment of any costs of receivership and operating expenses of the project in receivership, and to apply the revenues derived from the facilities in receivership in conformity with this chapter and the resolution or trust indenture securing the bonds in default. (3) When the default has been cured, the receivership shall be ended and the facilities returned to the water authority.

(1) In the event of a default in the payment of the principal of or interest on any bonds issued under the provisions of this chapter, any court having jurisdiction may appoint a receiver to take charge of the facilities upon or in which there is a mortgage lien or security interest securing the bonds in default.

(2) The receiver shall have the power and authority to operate and maintain the facilities in receivership, to charge and collect payments, fees, rents, and charges sufficient to provide for the payment of any costs of receivership and operating expenses of the project in receivership, and to apply the revenues derived from the facilities in receivership in conformity with this chapter and the resolution or trust indenture securing the bonds in default.

(3) When the default has been cured, the receivership shall be ended and the facilities returned to the water authority.

(g) The relief provided in this section shall be construed to be in addition and supplemental to the other remedies provided in this chapter and the remedies that may be provided in the resolution or trust indenture authorizing or securing the bonds and shall be so granted and administered as to accord full recognition to priority rights of bondholders as to the pledge of revenues from and mortgage lien on or security interest in facilities as specified in and fixed by the resolution or trust indenture authorizing or securing successive issues of bonds.

Acts 2003, No. 1330, § 3.
Ark. Code Ann. § 4-31-406 — AR Code / Title 4 / Chapter 31 / Subchapter 4 / Section 4-31-406
Filing fees
Status: in_force

(a) The Secretary of State shall collect the following fees when the documents described in this subsection are delivered to him or her for filing: DOCUMENT FEE (1) Articles of business trust ................................................................................ $300.00 (2) Amendment of articles of business trust ............................................................ 300.00 (3) Articles of merger ......................................................................................... 100.00 (4) Articles of dissolution .................................................................................... 300.00 (5) Application for amended certificate of authority .................................................. 300.00 (6) Application for certificate of withdrawal............................................................. 300.00 (7) Any other document required or permitted to be filed by this subchapter.................. 25.00 (b) (1) The Secretary of State shall collect a fee of twenty-five dollars ($25.00) each time process is served on him or her under this subchapter. (2) The party to a proceeding causing service of process is entitled to recover the process fee as costs if the party prevails in the proceeding. (c) The Secretary of State shall collect the following fees for copying and certifying the copy of any filed document relating to a domestic or foreign business trust: (1) Fifty cents (50¢) a page for copying; and (2) Five dollars ($5.00) for the certificate. Acts 1999, No. 1366, § 6; 2007, No. 638, § 29; 2007, No. 646, § 4.

(a) The Secretary of State shall collect the following fees when the documents described in this subsection are delivered to him or her for filing: DOCUMENT FEE (1) Articles of business trust ................................................................................ $300.00 (2) Amendment of articles of business trust ............................................................ 300.00 (3) Articles of merger ......................................................................................... 100.00 (4) Articles of dissolution .................................................................................... 300.00 (5) Application for amended certificate of authority .................................................. 300.00 (6) Application for certificate of withdrawal............................................................. 300.00 (7) Any other document required or permitted to be filed by this subchapter.................. 25.00

DOCUMENT FEE (1) Articles of business trust ................................................................................ $300.00 (2) Amendment of articles of business trust ............................................................ 300.00 (3) Articles of merger ......................................................................................... 100.00 (4) Articles of dissolution .................................................................................... 300.00 (5) Application for amended certificate of authority .................................................. 300.00 (6) Application for certificate of withdrawal............................................................. 300.00 (7) Any other document required or permitted to be filed by this subchapter.................. 25.00

DOCUMENT

FEE

(1) Articles of business trust ................................................................................

$300.00

(2) Amendment of articles of business trust ............................................................

300.00

(3) Articles of merger .........................................................................................

100.00

(4) Articles of dissolution ....................................................................................

300.00

(5) Application for amended certificate of authority ..................................................

300.00

(6) Application for certificate of withdrawal.............................................................

300.00

(7) Any other document required or permitted to be filed by this subchapter..................

25.00

(b) (1) The Secretary of State shall collect a fee of twenty-five dollars ($25.00) each time process is served on him or her under this subchapter. (2) The party to a proceeding causing service of process is entitled to recover the process fee as costs if the party prevails in the proceeding.

(1) The Secretary of State shall collect a fee of twenty-five dollars ($25.00) each time process is served on him or her under this subchapter.

(2) The party to a proceeding causing service of process is entitled to recover the process fee as costs if the party prevails in the proceeding.

(c) The Secretary of State shall collect the following fees for copying and certifying the copy of any filed document relating to a domestic or foreign business trust: (1) Fifty cents (50¢) a page for copying; and (2) Five dollars ($5.00) for the certificate.

(1) Fifty cents (50¢) a page for copying; and

(2) Five dollars ($5.00) for the certificate.

Acts 1999, No. 1366, § 6; 2007, No. 638, § 29; 2007, No. 646, § 4.
Ark. Code Ann. § 4-71-201 — AR Code / Title 4 / Chapter 71 / Subchapter 2 / Section 4-71-201
Definitions
Status: in_force

As used in this subchapter: (1) A mark shall be deemed to be "abandoned" when either of the following occurs: (A) (i) (a) When its use has been discontinued with intent not to resume such use. (b) Intent not to resume may be inferred from circumstances. (ii) Nonuse for two (2) consecutive years shall constitute prima facie evidence of abandonment; or (B) When any course of conduct of the owner, including acts of omission as well as commission, causes the mark to lose its significance as a mark; (2) "Applicant" means the person filing an application for registration of a mark under this subchapter and the legal representatives, successors, or assigns of such person; (3) "Dilution" means the lessening of the capacity of a famous mark to identify and distinguish goods or services, regardless of the presence or absence of: (A) Competition between the owner of the famous mark and other parties; or (B) A likelihood of confusion, mistake, or deception; (4) "Mark" includes any trademark or service mark entitled to registration under this subchapter whether registered or not; (5) (A) "Person" and any other word or term used to designate the applicant or other party entitled to a benefit or privilege or rendered liable under the provisions of this subchapter includes a juristic person as well as a natural person. (B) The term "juristic person" includes a firm, partnership, corporation, union, association, or other organization capable of suing and being sued in a court of law; (6) "Registrant" means the person to whom the registration of a mark under this subchapter is issued and the legal representatives, successors, or assigns of such person; (7) "Secretary" means the Secretary of State or the designee of the Secretary of State charged with the administration of this subchapter; (8) (A) "Service mark" means any word, name, symbol, or device or any combination thereof used by a person to identify and distinguish the services of one (1) person, including a unique service, from the services of others, and to indicate the source of the services, even if that source is unknown. (B) Titles, character names used by a person, and other distinctive features of radio or television programs may be registered as service marks notwithstanding that they, or the programs, may advertise the goods of the sponsor; (9) "Trade name" means any name used by a person to identify a business or vocation of such person; (10) "Trademark" means any word, name, symbol, or device or any combination thereof used by a person to identify and distinguish the goods of such person, including a unique product, from those manufactured or sold by others, and to indicate the source of the goods, even if that source is unknown; and (11) (A) "Use" means the bona fide use of a mark in the ordinary course of trade and not made merely to reserve a right in a mark. (B) For the purposes of this subchapter, a mark shall be deemed to be in use: (i) On goods when it is placed in any manner on the goods or other containers or the displays associated therewith or on the tags or labels affixed thereto, or if the nature of the goods makes such placement impracticable, then on documents associated with the goods or their sale and the goods are sold or transported in commerce in this state; and (ii) On services when it is used or displayed in the sale or advertising of services and the services are rendered in this state. Acts 1997, No. 1109, § 1.

As used in this subchapter:

(1) A mark shall be deemed to be "abandoned" when either of the following occurs: (A) (i) (a) When its use has been discontinued with intent not to resume such use. (b) Intent not to resume may be inferred from circumstances. (ii) Nonuse for two (2) consecutive years shall constitute prima facie evidence of abandonment; or (B) When any course of conduct of the owner, including acts of omission as well as commission, causes the mark to lose its significance as a mark;

(A) (i) (a) When its use has been discontinued with intent not to resume such use. (b) Intent not to resume may be inferred from circumstances. (ii) Nonuse for two (2) consecutive years shall constitute prima facie evidence of abandonment; or

(i) (a) When its use has been discontinued with intent not to resume such use. (b) Intent not to resume may be inferred from circumstances.

(a) When its use has been discontinued with intent not to resume such use.

(b) Intent not to resume may be inferred from circumstances.

(ii) Nonuse for two (2) consecutive years shall constitute prima facie evidence of abandonment; or

(B) When any course of conduct of the owner, including acts of omission as well as commission, causes the mark to lose its significance as a mark;

(2) "Applicant" means the person filing an application for registration of a mark under this subchapter and the legal representatives, successors, or assigns of such person;

(3) "Dilution" means the lessening of the capacity of a famous mark to identify and distinguish goods or services, regardless of the presence or absence of: (A) Competition between the owner of the famous mark and other parties; or (B) A likelihood of confusion, mistake, or deception;

(A) Competition between the owner of the famous mark and other parties; or

(B) A likelihood of confusion, mistake, or deception;

(4) "Mark" includes any trademark or service mark entitled to registration under this subchapter whether registered or not;

(5) (A) "Person" and any other word or term used to designate the applicant or other party entitled to a benefit or privilege or rendered liable under the provisions of this subchapter includes a juristic person as well as a natural person. (B) The term "juristic person" includes a firm, partnership, corporation, union, association, or other organization capable of suing and being sued in a court of law;

(A) "Person" and any other word or term used to designate the applicant or other party entitled to a benefit or privilege or rendered liable under the provisions of this subchapter includes a juristic person as well as a natural person.

(B) The term "juristic person" includes a firm, partnership, corporation, union, association, or other organization capable of suing and being sued in a court of law;

(6) "Registrant" means the person to whom the registration of a mark under this subchapter is issued and the legal representatives, successors, or assigns of such person;

(7) "Secretary" means the Secretary of State or the designee of the Secretary of State charged with the administration of this subchapter;

(8) (A) "Service mark" means any word, name, symbol, or device or any combination thereof used by a person to identify and distinguish the services of one (1) person, including a unique service, from the services of others, and to indicate the source of the services, even if that source is unknown. (B) Titles, character names used by a person, and other distinctive features of radio or television programs may be registered as service marks notwithstanding that they, or the programs, may advertise the goods of the sponsor;

(A) "Service mark" means any word, name, symbol, or device or any combination thereof used by a person to identify and distinguish the services of one (1) person, including a unique service, from the services of others, and to indicate the source of the services, even if that source is unknown.

(B) Titles, character names used by a person, and other distinctive features of radio or television programs may be registered as service marks notwithstanding that they, or the programs, may advertise the goods of the sponsor;

(9) "Trade name" means any name used by a person to identify a business or vocation of such person;

(10) "Trademark" means any word, name, symbol, or device or any combination thereof used by a person to identify and distinguish the goods of such person, including a unique product, from those manufactured or sold by others, and to indicate the source of the goods, even if that source is unknown; and

(11) (A) "Use" means the bona fide use of a mark in the ordinary course of trade and not made merely to reserve a right in a mark. (B) For the purposes of this subchapter, a mark shall be deemed to be in use: (i) On goods when it is placed in any manner on the goods or other containers or the displays associated therewith or on the tags or labels affixed thereto, or if the nature of the goods makes such placement impracticable, then on documents associated with the goods or their sale and the goods are sold or transported in commerce in this state; and (ii) On services when it is used or displayed in the sale or advertising of services and the services are rendered in this state.

(A) "Use" means the bona fide use of a mark in the ordinary course of trade and not made merely to reserve a right in a mark.

(B) For the purposes of this subchapter, a mark shall be deemed to be in use: (i) On goods when it is placed in any manner on the goods or other containers or the displays associated therewith or on the tags or labels affixed thereto, or if the nature of the goods makes such placement impracticable, then on documents associated with the goods or their sale and the goods are sold or transported in commerce in this state; and (ii) On services when it is used or displayed in the sale or advertising of services and the services are rendered in this state.

(i) On goods when it is placed in any manner on the goods or other containers or the displays associated therewith or on the tags or labels affixed thereto, or if the nature of the goods makes such placement impracticable, then on documents associated with the goods or their sale and the goods are sold or transported in commerce in this state; and

(ii) On services when it is used or displayed in the sale or advertising of services and the services are rendered in this state.

Acts 1997, No. 1109, § 1.
Ark. Code Ann. § 4-88-1402 — AR Code / Title 4 / Chapter 88 / Subchapter 14 / Section 4-88-1402
Social media platforms - Reasonable age verification methods - Parental consent required
Status: in_force

(a) A social media company shall not permit an Arkansas user who is a minor to be an account holder on the social media company's social media platform unless the minor has the express consent of a parent or legal guardian. (b) (1) A social media company shall verify the age of an account holder. (2) If an account holder is a minor, the social media company shall confirm that a minor has consent under subsection (a) of this section to become a new account holder, at the time an Arkansas user opens the account. (c) (1) A social media company shall use a third-party vendor to perform reasonable age verification before allowing access to the social media company's social media platform. (2) Reasonable age verification methods under subdivision (c)(1) of this section include providing: (A) A digitized identification card, including a digital copy of a driver's license under § 27-16-601 et seq.; (B) Government-issued identification; or (C) Any commercially reasonable age verification method. Added by Act 2023, No. 689,§ 1, eff. 9/1/2023.

(a) A social media company shall not permit an Arkansas user who is a minor to be an account holder on the social media company's social media platform unless the minor has the express consent of a parent or legal guardian.

(b) (1) A social media company shall verify the age of an account holder. (2) If an account holder is a minor, the social media company shall confirm that a minor has consent under subsection (a) of this section to become a new account holder, at the time an Arkansas user opens the account.

(1) A social media company shall verify the age of an account holder.

(2) If an account holder is a minor, the social media company shall confirm that a minor has consent under subsection (a) of this section to become a new account holder, at the time an Arkansas user opens the account.

(c) (1) A social media company shall use a third-party vendor to perform reasonable age verification before allowing access to the social media company's social media platform. (2) Reasonable age verification methods under subdivision (c)(1) of this section include providing: (A) A digitized identification card, including a digital copy of a driver's license under § 27-16-601 et seq.; (B) Government-issued identification; or (C) Any commercially reasonable age verification method.

(1) A social media company shall use a third-party vendor to perform reasonable age verification before allowing access to the social media company's social media platform.

(2) Reasonable age verification methods under subdivision (c)(1) of this section include providing: (A) A digitized identification card, including a digital copy of a driver's license under § 27-16-601 et seq.; (B) Government-issued identification; or (C) Any commercially reasonable age verification method.

(A) A digitized identification card, including a digital copy of a driver's license under § 27-16-601 et seq.;

(B) Government-issued identification; or

(C) Any commercially reasonable age verification method.

Added by Act 2023, No. 689,§ 1, eff. 9/1/2023.
Ark. Code Ann. § 4-46-102 — AR Code / Title 4 / Chapter 46 / Subchapter 1 / Section 4-46-102
Knowledge and notice
Status: in_force

(a) A person knows a fact if the person has actual knowledge of it. (b) A person has notice of a fact if the person: (1) knows of it; (2) has received a notification of it; or (3) has reason to know it exists from all of the facts known to the person at the time in question. (c) A person notifies or gives a notification to another by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person learns of it. (d) A person receives a notification when the notification: (1) comes to the person's attention; or (2) is duly delivered at the person's place of business or at any other place held out by the person as a place for receiving communications. (e) Except as otherwise provided in subsection (f) of this section, a person other than an individual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to the individual's attention if the person had exercised reasonable diligence. The person exercises reasonable diligence if it maintains reasonable routines for communicating significant information to the individual conducting the transaction and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information. (f) A partner's knowledge, notice, or receipt of a notification of a fact relating to the partnership is effective immediately as knowledge by, notice to, or receipt of a notification by the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner. Acts 1999, No. 1518, § 102.

(a) A person knows a fact if the person has actual knowledge of it.

(b) A person has notice of a fact if the person: (1) knows of it; (2) has received a notification of it; or (3) has reason to know it exists from all of the facts known to the person at the time in question.

(1) knows of it;

(2) has received a notification of it; or

(3) has reason to know it exists from all of the facts known to the person at the time in question.

(c) A person notifies or gives a notification to another by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person learns of it.

(d) A person receives a notification when the notification: (1) comes to the person's attention; or (2) is duly delivered at the person's place of business or at any other place held out by the person as a place for receiving communications.

(1) comes to the person's attention; or

(2) is duly delivered at the person's place of business or at any other place held out by the person as a place for receiving communications.

(e) Except as otherwise provided in subsection (f) of this section, a person other than an individual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to the individual's attention if the person had exercised reasonable diligence. The person exercises reasonable diligence if it maintains reasonable routines for communicating significant information to the individual conducting the transaction and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.

(f) A partner's knowledge, notice, or receipt of a notification of a fact relating to the partnership is effective immediately as knowledge by, notice to, or receipt of a notification by the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.

Acts 1999, No. 1518, § 102.
Ark. Code Ann. § 4-36-401 — AR Code / Title 4 / Chapter 36 / Subchapter 4 / Section 4-36-401
Annual reports
Status: in_force

(a) (1) A benefit corporation shall prepare an annual benefit report and an annual franchise tax report under § 26-54-104 . (2) An annual benefit report shall include: (A) A narrative description of: (i) The ways in which the benefit corporation pursued the general public benefit during the year and the extent to which the general public benefit was pursued; (ii) Both: (a) The ways in which the benefit corporation pursued a specific public benefit that the articles of incorporation state is the purpose of the benefit corporation to pursue; and (b) The extent to which that specific public benefit was pursued; (iii) Circumstances that have hindered the creation by the benefit corporation of a general public benefit or a specific public benefit; and (iv) The process and rationale for selecting or changing the third-party standard used to prepare the benefit report; (B) (i) An assessment of the overall social and environmental performance of the benefit corporation against a third-party standard: (a) Applied consistently with an application of that standard in earlier benefit reports; or (b) Accompanied by an explanation of the reasons for an inconsistent application. (ii) The assessment does not need to be performed, audited, or certified by a third-party standards provider; (C) The name of the benefit director and the benefit officer and the address to which correspondence to each of them may be directed; (D) The compensation paid by the benefit corporation during the year to each director for serving in the capacity of a director; (E) The statement of the benefit director described in § 4-36-302 ; and (F) A statement of the connection between the organization that established the third-party standard or its directors, officers, or a holder of five percent (5%) or more of the governance interests in the organization, and the benefit corporation or its directors, officers, or a holder of five percent (5%) or more of the outstanding shares of the benefit corporation, including a financial or governance relationship that may materially affect the credibility of the use of the third-party standard. (b) A benefit corporation shall send a benefit report to each shareholder annually: (1) Before the stated due date of an annual franchise tax under § 26-54-104 ; or (2) When the benefit corporation delivers an annual financial report to its shareholders. (c) (1) A benefit corporation shall post all of its benefit reports on the public part of its Internet website. (2) The compensation paid to a director and a financial or proprietary informationist included in the benefit reports may be omitted from the benefit reports as posted. (d) (1) If a benefit corporation does not have a website, the benefit corporation shall provide a copy of its most recent benefit report, without charge, to a person who requests a copy. (2) The compensation paid to directors and the financial or proprietary informationist included in the benefit report may be omitted from the copy of the benefit report provided. (e) (1) Concurrently with the delivery of the benefit report to shareholders under subsection (b) of this section, the benefit corporation shall deliver a copy of the benefit report to the Secretary of State for filing. (2) The compensation paid to directors and the financial or proprietary informationist included in the benefit report may be omitted from the benefit report as delivered to the Secretary of State. (3) The Secretary of State shall charge a fee of seventy dollars ($70.00) for filing a benefit report. Added by Act 2013, No. 1388,§ 1, eff. 8/16/2013.

(a) (1) A benefit corporation shall prepare an annual benefit report and an annual franchise tax report under § 26-54-104 . (2) An annual benefit report shall include: (A) A narrative description of: (i) The ways in which the benefit corporation pursued the general public benefit during the year and the extent to which the general public benefit was pursued; (ii) Both: (a) The ways in which the benefit corporation pursued a specific public benefit that the articles of incorporation state is the purpose of the benefit corporation to pursue; and (b) The extent to which that specific public benefit was pursued; (iii) Circumstances that have hindered the creation by the benefit corporation of a general public benefit or a specific public benefit; and (iv) The process and rationale for selecting or changing the third-party standard used to prepare the benefit report; (B) (i) An assessment of the overall social and environmental performance of the benefit corporation against a third-party standard: (a) Applied consistently with an application of that standard in earlier benefit reports; or (b) Accompanied by an explanation of the reasons for an inconsistent application. (ii) The assessment does not need to be performed, audited, or certified by a third-party standards provider; (C) The name of the benefit director and the benefit officer and the address to which correspondence to each of them may be directed; (D) The compensation paid by the benefit corporation during the year to each director for serving in the capacity of a director; (E) The statement of the benefit director described in § 4-36-302 ; and (F) A statement of the connection between the organization that established the third-party standard or its directors, officers, or a holder of five percent (5%) or more of the governance interests in the organization, and the benefit corporation or its directors, officers, or a holder of five percent (5%) or more of the outstanding shares of the benefit corporation, including a financial or governance relationship that may materially affect the credibility of the use of the third-party standard.

(1) A benefit corporation shall prepare an annual benefit report and an annual franchise tax report under § 26-54-104 .

(2) An annual benefit report shall include: (A) A narrative description of: (i) The ways in which the benefit corporation pursued the general public benefit during the year and the extent to which the general public benefit was pursued; (ii) Both: (a) The ways in which the benefit corporation pursued a specific public benefit that the articles of incorporation state is the purpose of the benefit corporation to pursue; and (b) The extent to which that specific public benefit was pursued; (iii) Circumstances that have hindered the creation by the benefit corporation of a general public benefit or a specific public benefit; and (iv) The process and rationale for selecting or changing the third-party standard used to prepare the benefit report; (B) (i) An assessment of the overall social and environmental performance of the benefit corporation against a third-party standard: (a) Applied consistently with an application of that standard in earlier benefit reports; or (b) Accompanied by an explanation of the reasons for an inconsistent application. (ii) The assessment does not need to be performed, audited, or certified by a third-party standards provider; (C) The name of the benefit director and the benefit officer and the address to which correspondence to each of them may be directed; (D) The compensation paid by the benefit corporation during the year to each director for serving in the capacity of a director; (E) The statement of the benefit director described in § 4-36-302 ; and (F) A statement of the connection between the organization that established the third-party standard or its directors, officers, or a holder of five percent (5%) or more of the governance interests in the organization, and the benefit corporation or its directors, officers, or a holder of five percent (5%) or more of the outstanding shares of the benefit corporation, including a financial or governance relationship that may materially affect the credibility of the use of the third-party standard.

(A) A narrative description of: (i) The ways in which the benefit corporation pursued the general public benefit during the year and the extent to which the general public benefit was pursued; (ii) Both: (a) The ways in which the benefit corporation pursued a specific public benefit that the articles of incorporation state is the purpose of the benefit corporation to pursue; and (b) The extent to which that specific public benefit was pursued; (iii) Circumstances that have hindered the creation by the benefit corporation of a general public benefit or a specific public benefit; and (iv) The process and rationale for selecting or changing the third-party standard used to prepare the benefit report;

(i) The ways in which the benefit corporation pursued the general public benefit during the year and the extent to which the general public benefit was pursued;

(ii) Both: (a) The ways in which the benefit corporation pursued a specific public benefit that the articles of incorporation state is the purpose of the benefit corporation to pursue; and (b) The extent to which that specific public benefit was pursued;

(a) The ways in which the benefit corporation pursued a specific public benefit that the articles of incorporation state is the purpose of the benefit corporation to pursue; and

(b) The extent to which that specific public benefit was pursued;

(iii) Circumstances that have hindered the creation by the benefit corporation of a general public benefit or a specific public benefit; and

(iv) The process and rationale for selecting or changing the third-party standard used to prepare the benefit report;

(B) (i) An assessment of the overall social and environmental performance of the benefit corporation against a third-party standard: (a) Applied consistently with an application of that standard in earlier benefit reports; or (b) Accompanied by an explanation of the reasons for an inconsistent application. (ii) The assessment does not need to be performed, audited, or certified by a third-party standards provider;

(i) An assessment of the overall social and environmental performance of the benefit corporation against a third-party standard: (a) Applied consistently with an application of that standard in earlier benefit reports; or (b) Accompanied by an explanation of the reasons for an inconsistent application.

(a) Applied consistently with an application of that standard in earlier benefit reports; or

(b) Accompanied by an explanation of the reasons for an inconsistent application.

(ii) The assessment does not need to be performed, audited, or certified by a third-party standards provider;

(C) The name of the benefit director and the benefit officer and the address to which correspondence to each of them may be directed;

(D) The compensation paid by the benefit corporation during the year to each director for serving in the capacity of a director;

(E) The statement of the benefit director described in § 4-36-302 ; and

(F) A statement of the connection between the organization that established the third-party standard or its directors, officers, or a holder of five percent (5%) or more of the governance interests in the organization, and the benefit corporation or its directors, officers, or a holder of five percent (5%) or more of the outstanding shares of the benefit corporation, including a financial or governance relationship that may materially affect the credibility of the use of the third-party standard.

(b) A benefit corporation shall send a benefit report to each shareholder annually: (1) Before the stated due date of an annual franchise tax under § 26-54-104 ; or (2) When the benefit corporation delivers an annual financial report to its shareholders.

(1) Before the stated due date of an annual franchise tax under § 26-54-104 ; or

(2) When the benefit corporation delivers an annual financial report to its shareholders.

(c) (1) A benefit corporation shall post all of its benefit reports on the public part of its Internet website. (2) The compensation paid to a director and a financial or proprietary informationist included in the benefit reports may be omitted from the benefit reports as posted.

(1) A benefit corporation shall post all of its benefit reports on the public part of its Internet website.

(2) The compensation paid to a director and a financial or proprietary informationist included in the benefit reports may be omitted from the benefit reports as posted.

(d) (1) If a benefit corporation does not have a website, the benefit corporation shall provide a copy of its most recent benefit report, without charge, to a person who requests a copy. (2) The compensation paid to directors and the financial or proprietary informationist included in the benefit report may be omitted from the copy of the benefit report provided.

(1) If a benefit corporation does not have a website, the benefit corporation shall provide a copy of its most recent benefit report, without charge, to a person who requests a copy.

(2) The compensation paid to directors and the financial or proprietary informationist included in the benefit report may be omitted from the copy of the benefit report provided.

(e) (1) Concurrently with the delivery of the benefit report to shareholders under subsection (b) of this section, the benefit corporation shall deliver a copy of the benefit report to the Secretary of State for filing. (2) The compensation paid to directors and the financial or proprietary informationist included in the benefit report may be omitted from the benefit report as delivered to the Secretary of State. (3) The Secretary of State shall charge a fee of seventy dollars ($70.00) for filing a benefit report.

(1) Concurrently with the delivery of the benefit report to shareholders under subsection (b) of this section, the benefit corporation shall deliver a copy of the benefit report to the Secretary of State for filing.

(2) The compensation paid to directors and the financial or proprietary informationist included in the benefit report may be omitted from the benefit report as delivered to the Secretary of State.

(3) The Secretary of State shall charge a fee of seventy dollars ($70.00) for filing a benefit report.

Added by Act 2013, No. 1388,§ 1, eff. 8/16/2013.
Ark. Code Ann. § 4-115-103 — AR Code / Title 4 / Chapter 115 / Section 4-115-103
Applicability and exclusions
Status: in_force

(a) Nothing contained in this chapter shall: (1) Affect the jurisdiction of state or federal bank regulators over the regulation of credit card processing services provided by state or national banks; or (2) Limit the rights or remedies that are otherwise available to a person or an entity that has contracted with a credit card processing service. (b) This chapter does not apply to: (1) A contract entered into before August 1, 2007; (2) A state bank, a national bank, or a savings association, each as defined in 12 U.S.C. § 1813 , as it existed on January 1, 2009; or (3) The parent, affiliate, or subsidiary of a state bank, a national bank, or a savings association, each as defined in 12 U.S.C. § 1813 , as it existed on January 1, 2009. (c) The obligations under this chapter are cumulative and do not limit the obligations imposed under any other state or federal law. Acts 2007, No. 911, § 1; 2009, No. 624, § 2.

(a) Nothing contained in this chapter shall: (1) Affect the jurisdiction of state or federal bank regulators over the regulation of credit card processing services provided by state or national banks; or (2) Limit the rights or remedies that are otherwise available to a person or an entity that has contracted with a credit card processing service.

(1) Affect the jurisdiction of state or federal bank regulators over the regulation of credit card processing services provided by state or national banks; or

(2) Limit the rights or remedies that are otherwise available to a person or an entity that has contracted with a credit card processing service.

(b) This chapter does not apply to: (1) A contract entered into before August 1, 2007; (2) A state bank, a national bank, or a savings association, each as defined in 12 U.S.C. § 1813 , as it existed on January 1, 2009; or (3) The parent, affiliate, or subsidiary of a state bank, a national bank, or a savings association, each as defined in 12 U.S.C. § 1813 , as it existed on January 1, 2009.

(1) A contract entered into before August 1, 2007;

(2) A state bank, a national bank, or a savings association, each as defined in 12 U.S.C. § 1813 , as it existed on January 1, 2009; or

(3) The parent, affiliate, or subsidiary of a state bank, a national bank, or a savings association, each as defined in 12 U.S.C. § 1813 , as it existed on January 1, 2009.

(c) The obligations under this chapter are cumulative and do not limit the obligations imposed under any other state or federal law.

Acts 2007, No. 911, § 1; 2009, No. 624, § 2.
Ark. Code Ann. § 4-46-701 — AR Code / Title 4 / Chapter 46 / Subchapter 7 / Section 4-46-701
Purchase of dissociated partner's interest
Status: in_force

(a) If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under § 4-46-801 , the partnership shall cause the dissociated partner's interest in the partnership to be purchased for a buyout price determined pursuant to subsection (b) of this section. (b) The buyout price of a dissociated partner's interest is the amount that would have been distributable to the dissociating partner under § 4-46-807(b) if, on the date of dissociation, the assets of the partnership were sold at a price equal to the greater of the liquidation value or the value based on a sale of the entire business as a going concern without the dissociated partner and the partnership were wound up as of that date. Interest must be paid from the date of dissociation to the date of payment. (c) Damages for wrongful dissociation under § 4-46-602(b) , and all other amounts owing, whether or not presently due, from the dissociated partner to the partnership, must be offset against the buyout price. Interest must be paid from the date the amount owed becomes due to the date of payment. (d) A partnership shall indemnify a dissociated partner whose interest is being purchased against all partnership liabilities, whether incurred before or after the dissociation, except liabilities incurred by an act of the dissociated partner under § 4-46-702 . (e) If no agreement for the purchase of a dissociated partner's interest is reached within 120 days after a written demand for payment, the partnership shall pay, or cause to be paid, in cash to the dissociated partner the amount the partnership estimates to be the buyout price and accrued interest, reduced by any offsets and accrued interest under subsection (c) of this section. (f) If a deferred payment is authorized under subsection (h) of this section, the partnership may tender a written offer to pay the amount it estimates to be the buyout price and accrued interest, reduced by any offsets under subsection (c) of this section, stating the time of payment, the amount and type of security for payment, and the other terms and conditions of the obligation. (g) The payment or tender required by subsection (e) or (f) of this section must be accompanied by the following: (1) a statement of partnership assets and liabilities as of the date of dissociation; (2) the latest available partnership balance sheet and income statement, if any; (3) an explanation of how the estimated amount of the payment was calculated; and (4) written notice that the payment is in full satisfaction of the obligation to purchase unless, within 120 days after the written notice, the dissociated partner commences an action to determine the buyout price, any offsets under subsection (c) of this section, or other terms of the obligation to purchase. (h) A partner who wrongfully dissociates before the expiration of a definite term or the completion of a particular undertaking is not entitled to payment of any portion of the buyout price until the expiration of the term or completion of the undertaking, unless the partner establishes to the satisfaction of the court that earlier payment will not cause undue hardship to the business of the partnership. A deferred payment must be adequately secured and bear interest. (i) A dissociated partner may maintain an action against the partnership, pursuant to § 4-46-405(b)(2)(ii) , to determine the buyout price of that partner's interest, any offsets under subsection (c) of this section, or other terms of the obligation to purchase. The action must be commenced within 120 days after the partnership has tendered payment or an offer to pay or within one (1) year after written demand for payment if no payment or offer to pay is tendered. The court shall determine the buyout price of the dissociated partner's interest, any offset due under subsection (c) of this section, and accrued interest, and enter judgment for any additional payment or refund. If deferred payment is authorized under subsection (h) of this section, the court shall also determine the security for payment and other terms of the obligation to purchase. The court may assess reasonable attorney's fees and the fees and expenses of appraisers or other experts for a party to the action, in amounts the court finds equitable, against a party that the court finds acted arbitrarily, vexatiously, or not in good faith. The finding may be based on the partnership's failure to tender payment or an offer to pay or to comply with subsection (g) of this section. Acts 1999, No. 1518, § 701.

(a) If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under § 4-46-801 , the partnership shall cause the dissociated partner's interest in the partnership to be purchased for a buyout price determined pursuant to subsection (b) of this section.

(b) The buyout price of a dissociated partner's interest is the amount that would have been distributable to the dissociating partner under § 4-46-807(b) if, on the date of dissociation, the assets of the partnership were sold at a price equal to the greater of the liquidation value or the value based on a sale of the entire business as a going concern without the dissociated partner and the partnership were wound up as of that date. Interest must be paid from the date of dissociation to the date of payment.

(c) Damages for wrongful dissociation under § 4-46-602(b) , and all other amounts owing, whether or not presently due, from the dissociated partner to the partnership, must be offset against the buyout price. Interest must be paid from the date the amount owed becomes due to the date of payment.

(d) A partnership shall indemnify a dissociated partner whose interest is being purchased against all partnership liabilities, whether incurred before or after the dissociation, except liabilities incurred by an act of the dissociated partner under § 4-46-702 .

(e) If no agreement for the purchase of a dissociated partner's interest is reached within 120 days after a written demand for payment, the partnership shall pay, or cause to be paid, in cash to the dissociated partner the amount the partnership estimates to be the buyout price and accrued interest, reduced by any offsets and accrued interest under subsection (c) of this section.

(f) If a deferred payment is authorized under subsection (h) of this section, the partnership may tender a written offer to pay the amount it estimates to be the buyout price and accrued interest, reduced by any offsets under subsection (c) of this section, stating the time of payment, the amount and type of security for payment, and the other terms and conditions of the obligation.

(g) The payment or tender required by subsection (e) or (f) of this section must be accompanied by the following: (1) a statement of partnership assets and liabilities as of the date of dissociation; (2) the latest available partnership balance sheet and income statement, if any; (3) an explanation of how the estimated amount of the payment was calculated; and (4) written notice that the payment is in full satisfaction of the obligation to purchase unless, within 120 days after the written notice, the dissociated partner commences an action to determine the buyout price, any offsets under subsection (c) of this section, or other terms of the obligation to purchase.

(1) a statement of partnership assets and liabilities as of the date of dissociation;

(2) the latest available partnership balance sheet and income statement, if any;

(3) an explanation of how the estimated amount of the payment was calculated; and

(4) written notice that the payment is in full satisfaction of the obligation to purchase unless, within 120 days after the written notice, the dissociated partner commences an action to determine the buyout price, any offsets under subsection (c) of this section, or other terms of the obligation to purchase.

(h) A partner who wrongfully dissociates before the expiration of a definite term or the completion of a particular undertaking is not entitled to payment of any portion of the buyout price until the expiration of the term or completion of the undertaking, unless the partner establishes to the satisfaction of the court that earlier payment will not cause undue hardship to the business of the partnership. A deferred payment must be adequately secured and bear interest.

(i) A dissociated partner may maintain an action against the partnership, pursuant to § 4-46-405(b)(2)(ii) , to determine the buyout price of that partner's interest, any offsets under subsection (c) of this section, or other terms of the obligation to purchase. The action must be commenced within 120 days after the partnership has tendered payment or an offer to pay or within one (1) year after written demand for payment if no payment or offer to pay is tendered. The court shall determine the buyout price of the dissociated partner's interest, any offset due under subsection (c) of this section, and accrued interest, and enter judgment for any additional payment or refund. If deferred payment is authorized under subsection (h) of this section, the court shall also determine the security for payment and other terms of the obligation to purchase. The court may assess reasonable attorney's fees and the fees and expenses of appraisers or other experts for a party to the action, in amounts the court finds equitable, against a party that the court finds acted arbitrarily, vexatiously, or not in good faith. The finding may be based on the partnership's failure to tender payment or an offer to pay or to comply with subsection (g) of this section.

Acts 1999, No. 1518, § 701.
Ark. Code Ann. § 4-26-1204 — AR Code / Title 4 / Chapter 26 / Subchapter 12 / Section 4-26-1204
Fees of mutual corporations
Status: in_force

Excepting insurance companies, all mutual corporations, foreign or domestic, having no capital stock, seeking to do business in this state, shall pay to the Treasurer of State for the filing of its articles of incorporation a fee of five hundred dollars ($500). However, nothing in this section shall apply to fraternal orders that write insurance or to any mutual corporation created for religious, literary, benevolent, or scientific purposes or any such mutual corporation formed for the advancement or betterment of agricultural purposes. Acts 1911, No. 87, § 10; C. & M. Dig., § 1811; A.S.A. 1947, § 64-1003.

Excepting insurance companies, all mutual corporations, foreign or domestic, having no capital stock, seeking to do business in this state, shall pay to the Treasurer of State for the filing of its articles of incorporation a fee of five hundred dollars ($500). However, nothing in this section shall apply to fraternal orders that write insurance or to any mutual corporation created for religious, literary, benevolent, or scientific purposes or any such mutual corporation formed for the advancement or betterment of agricultural purposes.

Acts 1911, No. 87, § 10; C. & M. Dig., § 1811; A.S.A. 1947, § 64-1003.
Ark. Code Ann. § 4-90-807 — AR Code / Title 4 / Chapter 90 / Subchapter 8 / Section 4-90-807
Commercial transactions - Exemptions
Status: in_force

Section 4-90-803(c) , § 4-90-805 , and § 4-90-808 shall not apply to a guaranteed asset protection waiver offered in a commercial transaction involving a lease or retail installment sale. Added by Act 2019, No. 787,§ 1, eff. 7/24/2019.

Section 4-90-803(c) , § 4-90-805 , and § 4-90-808 shall not apply to a guaranteed asset protection waiver offered in a commercial transaction involving a lease or retail installment sale.

Added by Act 2019, No. 787,§ 1, eff. 7/24/2019.
Ark. Code Ann. § 4-75-303 — AR Code / Title 4 / Chapter 75 / Subchapter 3 / Section 4-75-303
Lawful commerce excepted
Status: in_force

The purchase, sale, delivery, or disposition of any article of commerce in a lawful manner within this state shall not be deemed an act done in pursuance of, or for the purpose of carrying into effect, any conspiracy prohibited by this subchapter. Acts 1905, No. 1, § 4, p. 1; 1913, No. 161, § 1; C. & M. Dig., § 7372; Pope's Dig., § 9411; A.S.A. 1947, § 70-104.

The purchase, sale, delivery, or disposition of any article of commerce in a lawful manner within this state shall not be deemed an act done in pursuance of, or for the purpose of carrying into effect, any conspiracy prohibited by this subchapter.

Acts 1905, No. 1, § 4, p. 1; 1913, No. 161, § 1; C. & M. Dig., § 7372; Pope's Dig., § 9411; A.S.A. 1947, § 70-104.
Ark. Code Ann. § 4-37-401 — AR Code / Title 4 / Chapter 37 / Subchapter 4 / Section 4-37-401
Limitations on liability
Status: in_force

(a) A person is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of: (1) a protected series of a series limited liability company solely by reason of being or acting as: (A) an associated member, series manager, or protected-series transferee of the protected series; or (B) a member, manager, or a transferee of the company; or (2) a series limited liability company solely by reason of being or acting as an associated member, protected-series manager, or protected-series transferee of a protected series of the company. (b) Subject to § 4-37-404 , the following rules apply: (1) A debt, obligation, or other liability of a series limited liability company is solely the debt, obligation, or liability of the company. (2) A debt, obligation, or other liability of a protected series is solely the debt, obligation, or liability of the protected series. (3) A series limited liability company is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of a protected series of the company solely by reason of the protected series being a protected series of the company or the company: (A) being or acting as a protected-series manager of the protected series; (B) having the protected series manage the company; or (C) owning a protected-series transferable interest of the protected series. (4) A protected series of a series limited liability company is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the company or another protected series of the company solely by reason of: (A) being a protected series of the company; (B) being or acting as a manager of the company or a protected-series manager of another protected series of the company; or (C) having the company or another protected series of the company be or act as a protected-series manager of the protected series. Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.

(a) A person is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of: (1) a protected series of a series limited liability company solely by reason of being or acting as: (A) an associated member, series manager, or protected-series transferee of the protected series; or (B) a member, manager, or a transferee of the company; or (2) a series limited liability company solely by reason of being or acting as an associated member, protected-series manager, or protected-series transferee of a protected series of the company.

(1) a protected series of a series limited liability company solely by reason of being or acting as: (A) an associated member, series manager, or protected-series transferee of the protected series; or (B) a member, manager, or a transferee of the company; or

(A) an associated member, series manager, or protected-series transferee of the protected series; or

(B) a member, manager, or a transferee of the company; or

(2) a series limited liability company solely by reason of being or acting as an associated member, protected-series manager, or protected-series transferee of a protected series of the company.

(b) Subject to § 4-37-404 , the following rules apply: (1) A debt, obligation, or other liability of a series limited liability company is solely the debt, obligation, or liability of the company. (2) A debt, obligation, or other liability of a protected series is solely the debt, obligation, or liability of the protected series. (3) A series limited liability company is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of a protected series of the company solely by reason of the protected series being a protected series of the company or the company: (A) being or acting as a protected-series manager of the protected series; (B) having the protected series manage the company; or (C) owning a protected-series transferable interest of the protected series. (4) A protected series of a series limited liability company is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the company or another protected series of the company solely by reason of: (A) being a protected series of the company; (B) being or acting as a manager of the company or a protected-series manager of another protected series of the company; or (C) having the company or another protected series of the company be or act as a protected-series manager of the protected series.

(1) A debt, obligation, or other liability of a series limited liability company is solely the debt, obligation, or liability of the company.

(2) A debt, obligation, or other liability of a protected series is solely the debt, obligation, or liability of the protected series.

(3) A series limited liability company is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of a protected series of the company solely by reason of the protected series being a protected series of the company or the company: (A) being or acting as a protected-series manager of the protected series; (B) having the protected series manage the company; or (C) owning a protected-series transferable interest of the protected series.

(A) being or acting as a protected-series manager of the protected series;

(B) having the protected series manage the company; or

(C) owning a protected-series transferable interest of the protected series.

(4) A protected series of a series limited liability company is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the company or another protected series of the company solely by reason of: (A) being a protected series of the company; (B) being or acting as a manager of the company or a protected-series manager of another protected series of the company; or (C) having the company or another protected series of the company be or act as a protected-series manager of the protected series.

(A) being a protected series of the company;

(B) being or acting as a manager of the company or a protected-series manager of another protected series of the company; or

(C) having the company or another protected series of the company be or act as a protected-series manager of the protected series.

Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.
Ark. Code Ann. § 4-18-338 — AR Code / Title 4 / Chapter 18 / Subchapter 3 / Section 4-18-338
Rules - Correct and incorrect apparatus
Status: in_force

(a) The Arkansas Bureau of Standards shall issue from time to time reasonable rules for the enforcement of this subchapter. (b) These rules may include: (1) A system of determining the qualifications for registration of and issuing permits to sales and service personnel who for compensation place weighing and measuring devices into commercial use in this state; (2) Standards of net weight, measure, or count and reasonable standards of fill for any commodity in package form; (3) Rules governing the technical and reporting procedures to be followed and the report and record forms and marks of approval and rejection to be used by investigators of weights and measures in the discharge of their official duties; (4) Rules governing the technical and reporting procedures to be followed and the report and record forms and marks of approval to be used by registered agents of weights and measures in the discharge of their official duties; and (5) Exemptions from the sealing or marking requirements of § 4-18-341 with respect to weights and measures of character or size that sealing or marking would be inappropriate, impracticable, or damaging to the apparatus in question. (c) The rules shall include specifications, tolerances, and regulations for weights and measures specified in § 4-18-341 designed to eliminate from use without prejudice to apparatus that conform as closely as practicable to the official standards apparatus that: (1) Are not accurate and correct; (2) Are constructed so that they are not reasonably permanent in their adjustment or will not repeat their indications correctly; or (3) Facilitate the perpetration of fraud. (d) As used in this subchapter, an apparatus shall be deemed to be correct when it conforms to all applicable requirements promulgated as specified in this section. Acts 2005, No. 914, § 5.

(a) The Arkansas Bureau of Standards shall issue from time to time reasonable rules for the enforcement of this subchapter.

(b) These rules may include: (1) A system of determining the qualifications for registration of and issuing permits to sales and service personnel who for compensation place weighing and measuring devices into commercial use in this state; (2) Standards of net weight, measure, or count and reasonable standards of fill for any commodity in package form; (3) Rules governing the technical and reporting procedures to be followed and the report and record forms and marks of approval and rejection to be used by investigators of weights and measures in the discharge of their official duties; (4) Rules governing the technical and reporting procedures to be followed and the report and record forms and marks of approval to be used by registered agents of weights and measures in the discharge of their official duties; and (5) Exemptions from the sealing or marking requirements of § 4-18-341 with respect to weights and measures of character or size that sealing or marking would be inappropriate, impracticable, or damaging to the apparatus in question.

(1) A system of determining the qualifications for registration of and issuing permits to sales and service personnel who for compensation place weighing and measuring devices into commercial use in this state;

(2) Standards of net weight, measure, or count and reasonable standards of fill for any commodity in package form;

(3) Rules governing the technical and reporting procedures to be followed and the report and record forms and marks of approval and rejection to be used by investigators of weights and measures in the discharge of their official duties;

(4) Rules governing the technical and reporting procedures to be followed and the report and record forms and marks of approval to be used by registered agents of weights and measures in the discharge of their official duties; and

(5) Exemptions from the sealing or marking requirements of § 4-18-341 with respect to weights and measures of character or size that sealing or marking would be inappropriate, impracticable, or damaging to the apparatus in question.

(c) The rules shall include specifications, tolerances, and regulations for weights and measures specified in § 4-18-341 designed to eliminate from use without prejudice to apparatus that conform as closely as practicable to the official standards apparatus that: (1) Are not accurate and correct; (2) Are constructed so that they are not reasonably permanent in their adjustment or will not repeat their indications correctly; or (3) Facilitate the perpetration of fraud.

(1) Are not accurate and correct;

(2) Are constructed so that they are not reasonably permanent in their adjustment or will not repeat their indications correctly; or

(3) Facilitate the perpetration of fraud.

(d) As used in this subchapter, an apparatus shall be deemed to be correct when it conforms to all applicable requirements promulgated as specified in this section.

Acts 2005, No. 914, § 5.
Ark. Code Ann. § 4-75-1203 — AR Code / Title 4 / Chapter 75 / Subchapter 12 / Section 4-75-1203
Definitions
Status: in_force

As used in this subchapter: (1) "Asphalt roof shingles" means a roof-covering material or product that is installed on a roof of a single-family dwelling; (2) "Homeowner" means the initial owner and any subsequent owner of a single-family dwelling; (3) "Manufacturer" means an entity that is engaged in the manufacturing of asphalt roof shingles; and (4) "Single-family dwelling" means a dwelling constructed for habitation by one to four (1-4) families. Added by Act 2017, No. 487,§ 1, eff. 8/1/2017.

As used in this subchapter:

(1) "Asphalt roof shingles" means a roof-covering material or product that is installed on a roof of a single-family dwelling;

(2) "Homeowner" means the initial owner and any subsequent owner of a single-family dwelling;

(3) "Manufacturer" means an entity that is engaged in the manufacturing of asphalt roof shingles; and

(4) "Single-family dwelling" means a dwelling constructed for habitation by one to four (1-4) families.

Added by Act 2017, No. 487,§ 1, eff. 8/1/2017.
Ark. Code Ann. § 4-72-402 — AR Code / Title 4 / Chapter 72 / Subchapter 4 / Section 4-72-402
Franchise - Cancellation or termination
Status: in_force

(a) A petroleum products supplier shall not cancel, or otherwise terminate, a franchise with a petroleum products distributor, except for such specific reasons as shall be prescribed in the franchise. (b) (1) If a petroleum products supplier proposes to cancel, fail to renew, or otherwise terminate a franchise with any distributor, he or she shall so notify the distributor by certified mail at least six (6) months prior to the date on which he or she proposes to cancel, fail to renew, or terminate the franchise. (2) The notice shall include a statement of the grounds upon which the supplier bases his or her right to cancel or terminate the franchise. (c) Only the following matters shall be included in the franchise as grounds for a petroleum products supplier to cancel or terminate the franchise of a petroleum products distributor: (1) Criminal misconduct or willful violation of law relating to the business or premises of the supplier; (2) Fraud; (3) Failure of the distributor to pay taxes and to obtain and maintain all licenses, permits, and other authority necessary to conduct business as a distributor; (4) Abandonment or unattendance of the business or premises of the supplier for such a period of time as may be specified in the franchise; (5) Bankruptcy or insolvency of the distributor; (6) The failure by the distributor to pay the supplier for petroleum products purchased or received on consignment from the supplier within the time and in the manner prescribed in the franchise; (7) Nonpayment of rent or the loss by the refiner of its legal right to grant a distributor possession of the leased premises at which the business is located, if applicable, in which case, the supplier may terminate a distributor's marketing agreement upon a thirty-day notice of intent to terminate the agreement; (8) Death or incapacity of the distributor or the termination or dissolution of a partnership or corporation; (9) Adulteration or misrepresentation of products, provided that adulteration or misrepresentation which results from accident or circumstance beyond the control of the distributor shall not be grounds for termination; (10) Force majeure, condemnation, or other public taking; or (11) Failure of the distributor to substantially comply with any reasonable provisions of any lease agreement on bulk plant property between the supplier as lessor and the distributor as lessee. (d) However, if a distributor violates subdivisions (c)(1), (2), or (4)-(6) of this section, the supplier having the right to terminate the marketing agreement may immediately terminate the agreement. Acts 1975, No. 470, § 2; A.S.A. 1947, § 53-1002.

(a) A petroleum products supplier shall not cancel, or otherwise terminate, a franchise with a petroleum products distributor, except for such specific reasons as shall be prescribed in the franchise.

(b) (1) If a petroleum products supplier proposes to cancel, fail to renew, or otherwise terminate a franchise with any distributor, he or she shall so notify the distributor by certified mail at least six (6) months prior to the date on which he or she proposes to cancel, fail to renew, or terminate the franchise. (2) The notice shall include a statement of the grounds upon which the supplier bases his or her right to cancel or terminate the franchise.

(1) If a petroleum products supplier proposes to cancel, fail to renew, or otherwise terminate a franchise with any distributor, he or she shall so notify the distributor by certified mail at least six (6) months prior to the date on which he or she proposes to cancel, fail to renew, or terminate the franchise.

(2) The notice shall include a statement of the grounds upon which the supplier bases his or her right to cancel or terminate the franchise.

(c) Only the following matters shall be included in the franchise as grounds for a petroleum products supplier to cancel or terminate the franchise of a petroleum products distributor: (1) Criminal misconduct or willful violation of law relating to the business or premises of the supplier; (2) Fraud; (3) Failure of the distributor to pay taxes and to obtain and maintain all licenses, permits, and other authority necessary to conduct business as a distributor; (4) Abandonment or unattendance of the business or premises of the supplier for such a period of time as may be specified in the franchise; (5) Bankruptcy or insolvency of the distributor; (6) The failure by the distributor to pay the supplier for petroleum products purchased or received on consignment from the supplier within the time and in the manner prescribed in the franchise; (7) Nonpayment of rent or the loss by the refiner of its legal right to grant a distributor possession of the leased premises at which the business is located, if applicable, in which case, the supplier may terminate a distributor's marketing agreement upon a thirty-day notice of intent to terminate the agreement; (8) Death or incapacity of the distributor or the termination or dissolution of a partnership or corporation; (9) Adulteration or misrepresentation of products, provided that adulteration or misrepresentation which results from accident or circumstance beyond the control of the distributor shall not be grounds for termination; (10) Force majeure, condemnation, or other public taking; or (11) Failure of the distributor to substantially comply with any reasonable provisions of any lease agreement on bulk plant property between the supplier as lessor and the distributor as lessee.

(1) Criminal misconduct or willful violation of law relating to the business or premises of the supplier;

(2) Fraud;

(3) Failure of the distributor to pay taxes and to obtain and maintain all licenses, permits, and other authority necessary to conduct business as a distributor;

(4) Abandonment or unattendance of the business or premises of the supplier for such a period of time as may be specified in the franchise;

(5) Bankruptcy or insolvency of the distributor;

(6) The failure by the distributor to pay the supplier for petroleum products purchased or received on consignment from the supplier within the time and in the manner prescribed in the franchise;

(7) Nonpayment of rent or the loss by the refiner of its legal right to grant a distributor possession of the leased premises at which the business is located, if applicable, in which case, the supplier may terminate a distributor's marketing agreement upon a thirty-day notice of intent to terminate the agreement;

(8) Death or incapacity of the distributor or the termination or dissolution of a partnership or corporation;

(9) Adulteration or misrepresentation of products, provided that adulteration or misrepresentation which results from accident or circumstance beyond the control of the distributor shall not be grounds for termination;

(10) Force majeure, condemnation, or other public taking; or

(11) Failure of the distributor to substantially comply with any reasonable provisions of any lease agreement on bulk plant property between the supplier as lessor and the distributor as lessee.

(d) However, if a distributor violates subdivisions (c)(1), (2), or (4)-(6) of this section, the supplier having the right to terminate the marketing agreement may immediately terminate the agreement.

Acts 1975, No. 470, § 2; A.S.A. 1947, § 53-1002.
Ark. Code Ann. § 4-32-1401 — AR Code / Title 4 / Chapter 32 / Subchapter 14 / Section 4-32-1401
[Repealed]
Status: repealed

Repealed by Act 2021, No. 1041,§ 1, eff. 7/28/2021. Acts 1997, No. 338, § 1.

Repealed by Act 2021, No. 1041,§ 1, eff. 7/28/2021.

Acts 1997, No. 338, § 1.
Ark. Code Ann. § 4-25-109 — AR Code / Title 4 / Chapter 25 / Section 4-25-109
Corporation permitted to change its state of incorporation
Status: in_force

(a) (1) Any business corporation may change its state of incorporation from this state to any other jurisdiction which authorizes this change. (2) Any foreign corporation may change its jurisdiction of incorporation to this state from any other jurisdiction which authorizes this change. (b) (1) This change may be made by a business corporation: (A) Only pursuant to authorization by a majority of the voting power present, or by a larger vote as the articles may require; (B) At an annual or special meeting of shareholders; and (C) If the notice sets forth the consideration of this action as the purpose of the meeting. (2) (A) There shall be filed with the Secretary of State a certificate as to the authorization by the shareholders, signed by the president or vice president and the secretary and acknowledged by the president or vice president. (B) The certificate may be delivered to the Secretary of State for filing as of any specified date within thirty (30) days after the date of delivery. (3) When all taxes, fees, and charges have been paid as required by law, the Secretary of State shall record the certificate in the office of the Secretary of State and issue to the corporation a certificate reciting that it has taken all action required under the laws of this state to change its state of incorporation to the other jurisdiction. (4) The corporation shall, upon complying with the laws of the new jurisdiction, no longer be under the laws of this state. (5) Certified copies of the certificate of incorporation or other official certificate evidencing the corporation's incorporation under the laws of the other jurisdiction shall be filed with the Secretary of State within thirty (30) days of receipt by the business corporation. (c) (1) The change may be made by a foreign corporation by filing with the Secretary of State: (A) A certified copy of its original or restated articles and all amendments subsequent to the latest restatement, which were filed in the other jurisdiction; (B) The original of a certificate of good standing from the state of original jurisdiction, dated not more than thirty (30) days earlier than the date of filing in this state; (C) An application for incorporation under this section, signed for the corporation by its president or vice president and its secretary or assistant secretary, and acknowledged by one (1) of the signing officers, setting forth the requirements of § 4-27-202 ; (D) A franchise tax contact sheet provided by the Secretary of State; and (E) A certificate by the Secretary of State or other proper officer of the jurisdiction in which the corporation is incorporated, reciting that the corporation has taken all action required under the laws of the jurisdiction to become a corporation incorporated under the laws of this state. (2) (A) These documents may be delivered to the Secretary of State for filing as of any specified date within thirty (30) days after the date of delivery. (B) When all fees and charges have been paid as required by law, the Secretary of State shall record the documents in the office of the Secretary of State and issue a certificate of incorporation of the corporation under the laws of this state. (3) The certificate of incorporation shall be conclusive evidence of the fact that the corporation has been duly incorporated under the laws of this state. (4) Effective as of the time of filing the documents with the Secretary of State, the corporation shall be incorporated solely under the laws of this state and no longer under the laws of the other jurisdiction. Amended by Act 2021, No. 523,§ 2, eff. 4/1/2021. Amended by Act 2019, No. 819,§ 3, eff. 5/1/2021. Acts 2001, No. 454, § 1.

(a) (1) Any business corporation may change its state of incorporation from this state to any other jurisdiction which authorizes this change. (2) Any foreign corporation may change its jurisdiction of incorporation to this state from any other jurisdiction which authorizes this change.

(1) Any business corporation may change its state of incorporation from this state to any other jurisdiction which authorizes this change.

(2) Any foreign corporation may change its jurisdiction of incorporation to this state from any other jurisdiction which authorizes this change.

(b) (1) This change may be made by a business corporation: (A) Only pursuant to authorization by a majority of the voting power present, or by a larger vote as the articles may require; (B) At an annual or special meeting of shareholders; and (C) If the notice sets forth the consideration of this action as the purpose of the meeting. (2) (A) There shall be filed with the Secretary of State a certificate as to the authorization by the shareholders, signed by the president or vice president and the secretary and acknowledged by the president or vice president. (B) The certificate may be delivered to the Secretary of State for filing as of any specified date within thirty (30) days after the date of delivery. (3) When all taxes, fees, and charges have been paid as required by law, the Secretary of State shall record the certificate in the office of the Secretary of State and issue to the corporation a certificate reciting that it has taken all action required under the laws of this state to change its state of incorporation to the other jurisdiction. (4) The corporation shall, upon complying with the laws of the new jurisdiction, no longer be under the laws of this state. (5) Certified copies of the certificate of incorporation or other official certificate evidencing the corporation's incorporation under the laws of the other jurisdiction shall be filed with the Secretary of State within thirty (30) days of receipt by the business corporation.

(1) This change may be made by a business corporation: (A) Only pursuant to authorization by a majority of the voting power present, or by a larger vote as the articles may require; (B) At an annual or special meeting of shareholders; and (C) If the notice sets forth the consideration of this action as the purpose of the meeting.

(A) Only pursuant to authorization by a majority of the voting power present, or by a larger vote as the articles may require;

(B) At an annual or special meeting of shareholders; and

(C) If the notice sets forth the consideration of this action as the purpose of the meeting.

(2) (A) There shall be filed with the Secretary of State a certificate as to the authorization by the shareholders, signed by the president or vice president and the secretary and acknowledged by the president or vice president. (B) The certificate may be delivered to the Secretary of State for filing as of any specified date within thirty (30) days after the date of delivery.

(A) There shall be filed with the Secretary of State a certificate as to the authorization by the shareholders, signed by the president or vice president and the secretary and acknowledged by the president or vice president.

(B) The certificate may be delivered to the Secretary of State for filing as of any specified date within thirty (30) days after the date of delivery.

(3) When all taxes, fees, and charges have been paid as required by law, the Secretary of State shall record the certificate in the office of the Secretary of State and issue to the corporation a certificate reciting that it has taken all action required under the laws of this state to change its state of incorporation to the other jurisdiction.

(4) The corporation shall, upon complying with the laws of the new jurisdiction, no longer be under the laws of this state.

(5) Certified copies of the certificate of incorporation or other official certificate evidencing the corporation's incorporation under the laws of the other jurisdiction shall be filed with the Secretary of State within thirty (30) days of receipt by the business corporation.

(c) (1) The change may be made by a foreign corporation by filing with the Secretary of State: (A) A certified copy of its original or restated articles and all amendments subsequent to the latest restatement, which were filed in the other jurisdiction; (B) The original of a certificate of good standing from the state of original jurisdiction, dated not more than thirty (30) days earlier than the date of filing in this state; (C) An application for incorporation under this section, signed for the corporation by its president or vice president and its secretary or assistant secretary, and acknowledged by one (1) of the signing officers, setting forth the requirements of § 4-27-202 ; (D) A franchise tax contact sheet provided by the Secretary of State; and (E) A certificate by the Secretary of State or other proper officer of the jurisdiction in which the corporation is incorporated, reciting that the corporation has taken all action required under the laws of the jurisdiction to become a corporation incorporated under the laws of this state. (2) (A) These documents may be delivered to the Secretary of State for filing as of any specified date within thirty (30) days after the date of delivery. (B) When all fees and charges have been paid as required by law, the Secretary of State shall record the documents in the office of the Secretary of State and issue a certificate of incorporation of the corporation under the laws of this state. (3) The certificate of incorporation shall be conclusive evidence of the fact that the corporation has been duly incorporated under the laws of this state. (4) Effective as of the time of filing the documents with the Secretary of State, the corporation shall be incorporated solely under the laws of this state and no longer under the laws of the other jurisdiction.

(1) The change may be made by a foreign corporation by filing with the Secretary of State: (A) A certified copy of its original or restated articles and all amendments subsequent to the latest restatement, which were filed in the other jurisdiction; (B) The original of a certificate of good standing from the state of original jurisdiction, dated not more than thirty (30) days earlier than the date of filing in this state; (C) An application for incorporation under this section, signed for the corporation by its president or vice president and its secretary or assistant secretary, and acknowledged by one (1) of the signing officers, setting forth the requirements of § 4-27-202 ; (D) A franchise tax contact sheet provided by the Secretary of State; and (E) A certificate by the Secretary of State or other proper officer of the jurisdiction in which the corporation is incorporated, reciting that the corporation has taken all action required under the laws of the jurisdiction to become a corporation incorporated under the laws of this state.

(A) A certified copy of its original or restated articles and all amendments subsequent to the latest restatement, which were filed in the other jurisdiction;

(B) The original of a certificate of good standing from the state of original jurisdiction, dated not more than thirty (30) days earlier than the date of filing in this state;

(C) An application for incorporation under this section, signed for the corporation by its president or vice president and its secretary or assistant secretary, and acknowledged by one (1) of the signing officers, setting forth the requirements of § 4-27-202 ;

(D) A franchise tax contact sheet provided by the Secretary of State; and

(E) A certificate by the Secretary of State or other proper officer of the jurisdiction in which the corporation is incorporated, reciting that the corporation has taken all action required under the laws of the jurisdiction to become a corporation incorporated under the laws of this state.

(2) (A) These documents may be delivered to the Secretary of State for filing as of any specified date within thirty (30) days after the date of delivery. (B) When all fees and charges have been paid as required by law, the Secretary of State shall record the documents in the office of the Secretary of State and issue a certificate of incorporation of the corporation under the laws of this state.

(A) These documents may be delivered to the Secretary of State for filing as of any specified date within thirty (30) days after the date of delivery.

(B) When all fees and charges have been paid as required by law, the Secretary of State shall record the documents in the office of the Secretary of State and issue a certificate of incorporation of the corporation under the laws of this state.

(3) The certificate of incorporation shall be conclusive evidence of the fact that the corporation has been duly incorporated under the laws of this state.

(4) Effective as of the time of filing the documents with the Secretary of State, the corporation shall be incorporated solely under the laws of this state and no longer under the laws of the other jurisdiction.

Amended by Act 2021, No. 523,§ 2, eff. 4/1/2021.

Amended by Act 2019, No. 819,§ 3, eff. 5/1/2021.

Acts 2001, No. 454, § 1.
Ark. Code Ann. § 4-5-111 — AR Code / Title 4 / Chapter 5 / Section 4-5-111
Remedies
Status: in_force

(a) If an issuer wrongfully dishonors or repudiates its obligation to pay money under a letter of credit before presentation, the beneficiary, successor, or nominated person presenting on its own behalf may recover from the issuer the amount that is the subject of the dishonor or repudiation. If the issuer's obligation under the letter of credit is not for the payment of money, the claimant may obtain specific performance or, at the claimant's election, recover an amount equal to the value of performance from the issuer. In either case, the claimant may also recover incidental but not consequential damages. The claimant is not obligated to take action to avoid damages that might be due from the issuer under this subsection. If, although not obligated to do so, the claimant avoids damages, the claimant's recovery from the issuer must be reduced by the amount of damages avoided. The issuer has the burden of proving the amount of damages avoided. In the case of repudiation the claimant need not present any document. (b) If an issuer wrongfully dishonors a draft or demand presented under a letter of credit or honors a draft or demand in breach of its obligation to the applicant, the applicant may recover damages resulting from the breach, including incidental but not consequential damages, less any amount saved as a result of the breach. (c) If an adviser or nominated person other than a confirmer breaches an obligation under this chapter or an issuer breaches an obligation not covered in subsection (a) or (b) of this section, a person to whom the obligation is owed may recover damages resulting from the breach, including incidental but not consequential damages, less any amount saved as a result of the breach. To the extent of the confirmation, a confirmer has the liability of an issuer specified in this subsection and subsections (a) and (b) of this section. (d) An issuer, nominated person, or adviser who is found liable under subsection (a), (b), or (c) of this section shall pay interest on the amount owed thereunder from the date of wrongful dishonor or other appropriate date. (e) Reasonable attorney's fees and other expenses of litigation must be awarded to the prevailing party in an action in which a remedy is sought under this chapter. (f) Damages that would otherwise be payable by a party for breach of an obligation under this chapter may be liquidated by agreement or undertaking, but only in an amount or by a formula that is reasonable in light of the harm anticipated. Acts 1997, No. 1070, § 1.

(a) If an issuer wrongfully dishonors or repudiates its obligation to pay money under a letter of credit before presentation, the beneficiary, successor, or nominated person presenting on its own behalf may recover from the issuer the amount that is the subject of the dishonor or repudiation. If the issuer's obligation under the letter of credit is not for the payment of money, the claimant may obtain specific performance or, at the claimant's election, recover an amount equal to the value of performance from the issuer. In either case, the claimant may also recover incidental but not consequential damages. The claimant is not obligated to take action to avoid damages that might be due from the issuer under this subsection. If, although not obligated to do so, the claimant avoids damages, the claimant's recovery from the issuer must be reduced by the amount of damages avoided. The issuer has the burden of proving the amount of damages avoided. In the case of repudiation the claimant need not present any document.

(b) If an issuer wrongfully dishonors a draft or demand presented under a letter of credit or honors a draft or demand in breach of its obligation to the applicant, the applicant may recover damages resulting from the breach, including incidental but not consequential damages, less any amount saved as a result of the breach.

(c) If an adviser or nominated person other than a confirmer breaches an obligation under this chapter or an issuer breaches an obligation not covered in subsection (a) or (b) of this section, a person to whom the obligation is owed may recover damages resulting from the breach, including incidental but not consequential damages, less any amount saved as a result of the breach. To the extent of the confirmation, a confirmer has the liability of an issuer specified in this subsection and subsections (a) and (b) of this section.

(d) An issuer, nominated person, or adviser who is found liable under subsection (a), (b), or (c) of this section shall pay interest on the amount owed thereunder from the date of wrongful dishonor or other appropriate date.

(e) Reasonable attorney's fees and other expenses of litigation must be awarded to the prevailing party in an action in which a remedy is sought under this chapter.

(f) Damages that would otherwise be payable by a party for breach of an obligation under this chapter may be liquidated by agreement or undertaking, but only in an amount or by a formula that is reasonable in light of the harm anticipated.

Acts 1997, No. 1070, § 1.
Ark. Code Ann. § 4-88-702 — AR Code / Title 4 / Chapter 88 / Subchapter 7 / Section 4-88-702
Definitions
Status: in_force

As used in this subchapter: (1) "Debit card" means any card issued by a financial institution to a consumer for use in initiating an electronic fund transfer from the account of the consumer at the financial institution for the purpose of transferring money between accounts or obtaining money, property, labor, or services; (2) "Dormancy fee" or "inactivity charge or fee" means a fee, a charge, or a penalty for nonuse or inactivity of a gift certificate, a store gift card, or a prepaid general use card; (3) "Financial institution" means a state or national bank, a state or federal savings and loan association, a mutual savings bank, a state or federal credit union, or any other person that, directly or indirectly, holds a transaction account belonging to a consumer; (4) (A) "General use prepaid card" means a card or other electronic payment device issued by a bank or financial institution that is: (i) Usable at multiple, unaffiliated merchants or service providers or at automated teller machines; (ii) Issued in a requested amount whether or not that amount may be, at the option of the issuer, increased in value or reloaded if requested by the holder; (iii) Purchased or loaded on a prepaid basis; and (iv) Honored, upon presentation, by merchants for goods or services or at automated teller machines. (B) "General use prepaid card" does not include: (i) A debit card that is linked to a demand deposit account or a share draft account; and (ii) A written promise, plastic card, or other electronic device that is: (a) Used solely for telephone services; or (b) Associated with a demand deposit account, checking account, savings account, or similar account in the name of the individual at a bank or financial institution that provides payment solely by debiting the account; (5) (A) "Gift certificate" means a written promise that is: (i) Usable at a single merchant or an affiliated group of merchants that share the same name, mark, or logo; (ii) Issued in a specific amount and cannot be increased; (iii) Purchased on a prepaid basis in exchange for payment; and (iv) Honored upon presentation by the single merchant or affiliated group of merchants for goods or services. (B) "Gift certificate" does not include a written promise, plastic card, or other electronic device that is: (i) Used solely for telephone services; or (ii) Associated with a demand deposit account, checking account, savings account, or similar account in the name of the individual at a bank or financial institution that provides payment solely by debiting the account; (6) "Service fee" means a periodic fee, a charge, or a penalty for holding or use of a gift certificate, a store card, or a prepaid general use card; (7) (A) "Store gift card" means a plastic card or other electronic payment device that is: (i) Usable at a single merchant or an affiliated group of merchants that share the same name, mark, or logo; (ii) Issued in a specified amount and may or may not be increased in value or reloaded; (iii) Purchased on a prepaid basis in exchange for payment; and (iv) Honored upon presentation by the single merchant or affiliated group of merchants for goods or services. (B) "Store gift card" does not include a written promise, plastic card, or other electronic device that is: (i) Used solely for telephone services; or (ii) Associated with a demand deposit account, checking account, savings account, or similar account in the name of the individual at a bank or financial institution that provides payment solely by debiting the account; and (8) (A) "Transaction account" means a deposit or an account on which the depositor or account holder is permitted to make withdrawals by negotiable or transferable instrument, a payment order of withdrawal, telephone transfer, or other similar method for the purpose of making payments or transfers to third persons or others. (B) "Transaction account" includes demand deposits, negotiable order of withdrawal accounts, savings deposits subject to automatic transfers, and share draft accounts. Acts 2007, No. 304, § 1.

As used in this subchapter:

(1) "Debit card" means any card issued by a financial institution to a consumer for use in initiating an electronic fund transfer from the account of the consumer at the financial institution for the purpose of transferring money between accounts or obtaining money, property, labor, or services;

(2) "Dormancy fee" or "inactivity charge or fee" means a fee, a charge, or a penalty for nonuse or inactivity of a gift certificate, a store gift card, or a prepaid general use card;

(3) "Financial institution" means a state or national bank, a state or federal savings and loan association, a mutual savings bank, a state or federal credit union, or any other person that, directly or indirectly, holds a transaction account belonging to a consumer;

(4) (A) "General use prepaid card" means a card or other electronic payment device issued by a bank or financial institution that is: (i) Usable at multiple, unaffiliated merchants or service providers or at automated teller machines; (ii) Issued in a requested amount whether or not that amount may be, at the option of the issuer, increased in value or reloaded if requested by the holder; (iii) Purchased or loaded on a prepaid basis; and (iv) Honored, upon presentation, by merchants for goods or services or at automated teller machines. (B) "General use prepaid card" does not include: (i) A debit card that is linked to a demand deposit account or a share draft account; and (ii) A written promise, plastic card, or other electronic device that is: (a) Used solely for telephone services; or (b) Associated with a demand deposit account, checking account, savings account, or similar account in the name of the individual at a bank or financial institution that provides payment solely by debiting the account;

(A) "General use prepaid card" means a card or other electronic payment device issued by a bank or financial institution that is: (i) Usable at multiple, unaffiliated merchants or service providers or at automated teller machines; (ii) Issued in a requested amount whether or not that amount may be, at the option of the issuer, increased in value or reloaded if requested by the holder; (iii) Purchased or loaded on a prepaid basis; and (iv) Honored, upon presentation, by merchants for goods or services or at automated teller machines.

(i) Usable at multiple, unaffiliated merchants or service providers or at automated teller machines;

(ii) Issued in a requested amount whether or not that amount may be, at the option of the issuer, increased in value or reloaded if requested by the holder;

(iii) Purchased or loaded on a prepaid basis; and

(iv) Honored, upon presentation, by merchants for goods or services or at automated teller machines.

(B) "General use prepaid card" does not include: (i) A debit card that is linked to a demand deposit account or a share draft account; and (ii) A written promise, plastic card, or other electronic device that is: (a) Used solely for telephone services; or (b) Associated with a demand deposit account, checking account, savings account, or similar account in the name of the individual at a bank or financial institution that provides payment solely by debiting the account;

(i) A debit card that is linked to a demand deposit account or a share draft account; and

(ii) A written promise, plastic card, or other electronic device that is: (a) Used solely for telephone services; or (b) Associated with a demand deposit account, checking account, savings account, or similar account in the name of the individual at a bank or financial institution that provides payment solely by debiting the account;

(a) Used solely for telephone services; or

(b) Associated with a demand deposit account, checking account, savings account, or similar account in the name of the individual at a bank or financial institution that provides payment solely by debiting the account;

(5) (A) "Gift certificate" means a written promise that is: (i) Usable at a single merchant or an affiliated group of merchants that share the same name, mark, or logo; (ii) Issued in a specific amount and cannot be increased; (iii) Purchased on a prepaid basis in exchange for payment; and (iv) Honored upon presentation by the single merchant or affiliated group of merchants for goods or services. (B) "Gift certificate" does not include a written promise, plastic card, or other electronic device that is: (i) Used solely for telephone services; or (ii) Associated with a demand deposit account, checking account, savings account, or similar account in the name of the individual at a bank or financial institution that provides payment solely by debiting the account;

(A) "Gift certificate" means a written promise that is: (i) Usable at a single merchant or an affiliated group of merchants that share the same name, mark, or logo; (ii) Issued in a specific amount and cannot be increased; (iii) Purchased on a prepaid basis in exchange for payment; and (iv) Honored upon presentation by the single merchant or affiliated group of merchants for goods or services.

(i) Usable at a single merchant or an affiliated group of merchants that share the same name, mark, or logo;

(ii) Issued in a specific amount and cannot be increased;

(iii) Purchased on a prepaid basis in exchange for payment; and

(iv) Honored upon presentation by the single merchant or affiliated group of merchants for goods or services.

(B) "Gift certificate" does not include a written promise, plastic card, or other electronic device that is: (i) Used solely for telephone services; or (ii) Associated with a demand deposit account, checking account, savings account, or similar account in the name of the individual at a bank or financial institution that provides payment solely by debiting the account;

(i) Used solely for telephone services; or

(ii) Associated with a demand deposit account, checking account, savings account, or similar account in the name of the individual at a bank or financial institution that provides payment solely by debiting the account;

(6) "Service fee" means a periodic fee, a charge, or a penalty for holding or use of a gift certificate, a store card, or a prepaid general use card;

(7) (A) "Store gift card" means a plastic card or other electronic payment device that is: (i) Usable at a single merchant or an affiliated group of merchants that share the same name, mark, or logo; (ii) Issued in a specified amount and may or may not be increased in value or reloaded; (iii) Purchased on a prepaid basis in exchange for payment; and (iv) Honored upon presentation by the single merchant or affiliated group of merchants for goods or services. (B) "Store gift card" does not include a written promise, plastic card, or other electronic device that is: (i) Used solely for telephone services; or (ii) Associated with a demand deposit account, checking account, savings account, or similar account in the name of the individual at a bank or financial institution that provides payment solely by debiting the account; and

(A) "Store gift card" means a plastic card or other electronic payment device that is: (i) Usable at a single merchant or an affiliated group of merchants that share the same name, mark, or logo; (ii) Issued in a specified amount and may or may not be increased in value or reloaded; (iii) Purchased on a prepaid basis in exchange for payment; and (iv) Honored upon presentation by the single merchant or affiliated group of merchants for goods or services.

(i) Usable at a single merchant or an affiliated group of merchants that share the same name, mark, or logo;

(ii) Issued in a specified amount and may or may not be increased in value or reloaded;

(iii) Purchased on a prepaid basis in exchange for payment; and

(iv) Honored upon presentation by the single merchant or affiliated group of merchants for goods or services.

(B) "Store gift card" does not include a written promise, plastic card, or other electronic device that is: (i) Used solely for telephone services; or (ii) Associated with a demand deposit account, checking account, savings account, or similar account in the name of the individual at a bank or financial institution that provides payment solely by debiting the account; and

(i) Used solely for telephone services; or

(ii) Associated with a demand deposit account, checking account, savings account, or similar account in the name of the individual at a bank or financial institution that provides payment solely by debiting the account; and

(8) (A) "Transaction account" means a deposit or an account on which the depositor or account holder is permitted to make withdrawals by negotiable or transferable instrument, a payment order of withdrawal, telephone transfer, or other similar method for the purpose of making payments or transfers to third persons or others. (B) "Transaction account" includes demand deposits, negotiable order of withdrawal accounts, savings deposits subject to automatic transfers, and share draft accounts.

(A) "Transaction account" means a deposit or an account on which the depositor or account holder is permitted to make withdrawals by negotiable or transferable instrument, a payment order of withdrawal, telephone transfer, or other similar method for the purpose of making payments or transfers to third persons or others.

(B) "Transaction account" includes demand deposits, negotiable order of withdrawal accounts, savings deposits subject to automatic transfers, and share draft accounts.

Acts 2007, No. 304, § 1.
Ark. Code Ann. § 4-112-108 — AR Code / Title 4 / Chapter 112 / Section 4-112-108
Permissible fees - Exception
Status: in_force

(a) Except as provided in subsection (b) of this section, a consumer reporting agency may charge a consumer a fee of no more than five dollars ($5.00) for the: (1) Initial placement of a security freeze; (2) Removal of a security freeze; or (3) Temporary lifting of a security freeze for a period of time. (b) A consumer reporting agency shall not charge a fee for the initial placement of a security freeze if requested by a consumer who is: (1) At least sixty-five (65) years of age; or (2) A victim of identity theft. Acts 2007, No. 391, § 1; 2009, No. 223, § 1.

(a) Except as provided in subsection (b) of this section, a consumer reporting agency may charge a consumer a fee of no more than five dollars ($5.00) for the: (1) Initial placement of a security freeze; (2) Removal of a security freeze; or (3) Temporary lifting of a security freeze for a period of time.

(1) Initial placement of a security freeze;

(2) Removal of a security freeze; or

(3) Temporary lifting of a security freeze for a period of time.

(b) A consumer reporting agency shall not charge a fee for the initial placement of a security freeze if requested by a consumer who is: (1) At least sixty-five (65) years of age; or (2) A victim of identity theft.

(1) At least sixty-five (65) years of age; or

(2) A victim of identity theft.

Acts 2007, No. 391, § 1; 2009, No. 223, § 1.
Ark. Code Ann. § 4-88-1304 — AR Code / Title 4 / Chapter 88 / Subchapter 13 / Section 4-88-1304
Reasonable age verification methods
Status: in_force

(a) A commercial entity shall use a reasonable age verification method before allowing access to a website that contains a substantial portion of material that is harmful to minors. (b) Reasonable age verification methods under subsection (a) of this section include providing: (1) A digitized identification card, including a digital copy of a driver's license under § 27-16-601 et seq.; (2) Government-issued identification; or (3) Any commercially reasonable age verification method that holds an Identity Assurance Level 2 (IAL2). Added by Act 2023, No. 612,§ 1, eff. 8/1/2023.

(a) A commercial entity shall use a reasonable age verification method before allowing access to a website that contains a substantial portion of material that is harmful to minors.

(b) Reasonable age verification methods under subsection (a) of this section include providing: (1) A digitized identification card, including a digital copy of a driver's license under § 27-16-601 et seq.; (2) Government-issued identification; or (3) Any commercially reasonable age verification method that holds an Identity Assurance Level 2 (IAL2).

(1) A digitized identification card, including a digital copy of a driver's license under § 27-16-601 et seq.;

(2) Government-issued identification; or

(3) Any commercially reasonable age verification method that holds an Identity Assurance Level 2 (IAL2).

Added by Act 2023, No. 612,§ 1, eff. 8/1/2023.
Ark. Code Ann. § 4-72-301 — AR Code / Title 4 / Chapter 72 / Subchapter 3 / Section 4-72-301
Definitions
Status: in_force

As used in this subchapter, unless the context otherwise requires: (1) "Current model" means a model listed in the wholesaler's, manufacturer's, or distributor's current sales manual or any supplements thereto; (2) "Current net price" means the price listed in the wholesaler's, manufacturer's, or distributor's price list or catalogue in effect at the time the contract is canceled or discontinued, less any applicable trade and cash discounts; (3) "Dealership agreement" means an oral or written agreement of definite or indefinite duration between a farm implements, machinery, utility and industrial equipment and attachments manufacturer, and a dealer which provides for the rights and obligations of the parties with respect to the purchase or sale of that equipment; (4) "Inventory" means farm implements, machinery, utility and industrial equipment, lawn and garden outdoor powered machinery and equipment, attachments, and repair parts; (5) "Manufacturer, wholesaler, or distributor" means a person, partnership, corporation, association, or other form of business enterprise engaged in the manufacturing, assembly, or wholesale distribution of farm implements, machinery, utility and industrial equipment, lawn and garden outdoor powered machinery and equipment, and attachments. The term also includes any successor in interest of the farm implements, machinery, utility and industrial equipment, lawn and garden outdoor powered machinery and equipment, and attachments manufacturer, including any purchaser of assets or stock, any surviving corporation resulting from merger or liquidation, any receiver or assignee, or any trustee of the original farm implements, machinery, utility and industrial equipment and attachments manufacturer; (6) "Net cost" means the price the retailer paid for the merchandise to the wholesaler, manufacturer, or distributor, less all applicable discounts allowed; and (7) "Retailer" means any person, firm, or corporation engaged in the business of selling and retailing farm implements, machinery, utility and industrial equipment, lawn and garden outdoor powered machinery and equipment, attachments, or repair parts but shall not include retailers of petroleum and motor vehicle and related automobile care and replacement products normally sold by those retailers. Acts 1979, No. 810, § 1; A.S.A. 1947, § 70-819; Acts 1991, No. 996, § 1.

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

(1) "Current model" means a model listed in the wholesaler's, manufacturer's, or distributor's current sales manual or any supplements thereto;

(2) "Current net price" means the price listed in the wholesaler's, manufacturer's, or distributor's price list or catalogue in effect at the time the contract is canceled or discontinued, less any applicable trade and cash discounts;

(3) "Dealership agreement" means an oral or written agreement of definite or indefinite duration between a farm implements, machinery, utility and industrial equipment and attachments manufacturer, and a dealer which provides for the rights and obligations of the parties with respect to the purchase or sale of that equipment;

(4) "Inventory" means farm implements, machinery, utility and industrial equipment, lawn and garden outdoor powered machinery and equipment, attachments, and repair parts;

(5) "Manufacturer, wholesaler, or distributor" means a person, partnership, corporation, association, or other form of business enterprise engaged in the manufacturing, assembly, or wholesale distribution of farm implements, machinery, utility and industrial equipment, lawn and garden outdoor powered machinery and equipment, and attachments. The term also includes any successor in interest of the farm implements, machinery, utility and industrial equipment, lawn and garden outdoor powered machinery and equipment, and attachments manufacturer, including any purchaser of assets or stock, any surviving corporation resulting from merger or liquidation, any receiver or assignee, or any trustee of the original farm implements, machinery, utility and industrial equipment and attachments manufacturer;

(6) "Net cost" means the price the retailer paid for the merchandise to the wholesaler, manufacturer, or distributor, less all applicable discounts allowed; and

(7) "Retailer" means any person, firm, or corporation engaged in the business of selling and retailing farm implements, machinery, utility and industrial equipment, lawn and garden outdoor powered machinery and equipment, attachments, or repair parts but shall not include retailers of petroleum and motor vehicle and related automobile care and replacement products normally sold by those retailers.

Acts 1979, No. 810, § 1; A.S.A. 1947, § 70-819; Acts 1991, No. 996, § 1.
Ark. Code Ann. § 4-10-102 — AR Code / Title 4 / Chapter 10 / Section 4-10-102
Specific repealer and amendments - Provision for transition
Status: in_force

(1) The following statutes are hereby repealed: Arkansas Statutes (1957 Repl.) Sections 68-101 to 68-507, inclusive; Section 68-804; Sections 68-901 to 68-909, inclusive; Sections 68-1101 to 68-1143, inclusive, and 68-1151 to 68-1155, inclusive; Sections 68-1201 to 68-1249, inclusive; and 68-1256 to 68-1258, inclusive; Sections 68-1401 to 68-1480, inclusive; Sections 68-1501 to 68-1504, inclusive; Arkansas Statutes (1959 Cum. Supp.) 68-1259, being Act 265 of 1959, Section 1; Arkansas Statutes (1959 Cum. Supp.) Sections 68-1701 to 68-1719, inclusive, being Act 63 of 1959; Arkansas Statutes (1957 Repl.) Sections 64-214 and 64-301 to 64-325, inclusive; Arkansas Statutes (1957 Repl.) Sections 67-532, 67-533, 67-534, 67-535, 67-537, 67-538, 67-539, and 67-544 to 67-546, inclusive; Arkansas Statutes (1956 Repl.) Sections 16-201 to 16-207, inclusive; Arkansas Statutes (1947) Sections 51-1003, 51-1004, 51-1005, 51-1006, 51-1007 to 51-1009; Arkansas Statutes (1957 Repl.) Sections 73-734 and 77-1228. (2) All the provisions of this subtitle shall apply to the issuance, transfer, and negotiation of and other dealings with warehouse certificates under Acts 1935, No. 281 [repealed] and warehouse receipts under Acts 1935, No. 83 [repealed], but Acts 1935, No. 281 [repealed] and Acts 1935, No. 83 [repealed] are not repealed except insofar as this subtitle is applicable to such certificates and receipts. (3) In the Arkansas Statutes, all cross-references to the Uniform Negotiable Instruments Law [repealed], the Uniform Sales Act [repealed], the Uniform Stock Transfer Act [repealed], the Uniform Warehouse Receipts Act [repealed], the Uniform Bills of Lading Act [repealed], and the Uniform Trust Receipts Act [repealed], or to any particular section or sections thereof, shall hereafter be read as references to this subtitle and the appropriate sections hereof. (4) Transactions validly entered into before the effective date specified in § 4-10-101 of this subtitle, and the rights, duties, and interests flowing from them, remain valid thereafter and may be terminated, completed, consummated, or enforced as required or permitted by any statute or other law amended or repealed by this subtitle as though such repeal or amendment had not occurred. Acts 1961, No. 185, § 10-102(1), (4), (5), and (6); A.S.A. 1947, §§ 85-1-101n, 85-1-108, 85-1-109.

(1) The following statutes are hereby repealed: Arkansas Statutes (1957 Repl.) Sections 68-101 to 68-507, inclusive; Section 68-804; Sections 68-901 to 68-909, inclusive; Sections 68-1101 to 68-1143, inclusive, and 68-1151 to 68-1155, inclusive; Sections 68-1201 to 68-1249, inclusive; and 68-1256 to 68-1258, inclusive; Sections 68-1401 to 68-1480, inclusive; Sections 68-1501 to 68-1504, inclusive; Arkansas Statutes (1959 Cum. Supp.) 68-1259, being Act 265 of 1959, Section 1; Arkansas Statutes (1959 Cum. Supp.) Sections 68-1701 to 68-1719, inclusive, being Act 63 of 1959; Arkansas Statutes (1957 Repl.) Sections 64-214 and 64-301 to 64-325, inclusive; Arkansas Statutes (1957 Repl.) Sections 67-532, 67-533, 67-534, 67-535, 67-537, 67-538, 67-539, and 67-544 to 67-546, inclusive; Arkansas Statutes (1956 Repl.) Sections 16-201 to 16-207, inclusive; Arkansas Statutes (1947) Sections 51-1003, 51-1004, 51-1005, 51-1006, 51-1007 to 51-1009; Arkansas Statutes (1957 Repl.) Sections 73-734 and 77-1228.

Arkansas Statutes (1957 Repl.) Sections 68-101 to 68-507, inclusive; Section 68-804; Sections 68-901 to 68-909, inclusive; Sections 68-1101 to 68-1143, inclusive, and 68-1151 to 68-1155, inclusive; Sections 68-1201 to 68-1249, inclusive; and 68-1256 to 68-1258, inclusive; Sections 68-1401 to 68-1480, inclusive; Sections 68-1501 to 68-1504, inclusive;

Arkansas Statutes (1959 Cum. Supp.) 68-1259, being Act 265 of 1959, Section 1; Arkansas Statutes (1959 Cum. Supp.) Sections 68-1701 to 68-1719, inclusive, being Act 63 of 1959;

Arkansas Statutes (1957 Repl.) Sections 64-214 and 64-301 to 64-325, inclusive;

Arkansas Statutes (1957 Repl.) Sections 67-532, 67-533, 67-534, 67-535, 67-537, 67-538, 67-539, and 67-544 to 67-546, inclusive;

Arkansas Statutes (1956 Repl.) Sections 16-201 to 16-207, inclusive; Arkansas Statutes (1947) Sections 51-1003, 51-1004, 51-1005, 51-1006, 51-1007 to 51-1009; Arkansas Statutes (1957 Repl.) Sections 73-734 and 77-1228.

(2) All the provisions of this subtitle shall apply to the issuance, transfer, and negotiation of and other dealings with warehouse certificates under Acts 1935, No. 281 [repealed] and warehouse receipts under Acts 1935, No. 83 [repealed], but Acts 1935, No. 281 [repealed] and Acts 1935, No. 83 [repealed] are not repealed except insofar as this subtitle is applicable to such certificates and receipts.

(3) In the Arkansas Statutes, all cross-references to the Uniform Negotiable Instruments Law [repealed], the Uniform Sales Act [repealed], the Uniform Stock Transfer Act [repealed], the Uniform Warehouse Receipts Act [repealed], the Uniform Bills of Lading Act [repealed], and the Uniform Trust Receipts Act [repealed], or to any particular section or sections thereof, shall hereafter be read as references to this subtitle and the appropriate sections hereof.

(4) Transactions validly entered into before the effective date specified in § 4-10-101 of this subtitle, and the rights, duties, and interests flowing from them, remain valid thereafter and may be terminated, completed, consummated, or enforced as required or permitted by any statute or other law amended or repealed by this subtitle as though such repeal or amendment had not occurred.

Acts 1961, No. 185, § 10-102(1), (4), (5), and (6); A.S.A. 1947, §§ 85-1-101n, 85-1-108, 85-1-109.
Ark. Code Ann. § 4-26-1103 — AR Code / Title 4 / Chapter 26 / Subchapter 11 / Section 4-26-1103
Procedure after dissolution
Status: in_force

After dissolution: (1) The corporation shall carry on no business except for the purpose of winding up its affairs; (2) The corporation shall proceed to wind up its affairs, with power to fulfill or discharge its contracts, collect its assets, sell its assets at public or private sale, discharge or pay its liabilities, and do all other acts appropriate to liquidate its business; (3) After paying or adequately providing for the payment of its liabilities: (A) (i) The corporation, if authorized at a meeting of shareholders which is to be held on notice to all shareholders, whether or not entitled to vote, by a vote of a majority of all outstanding shares entitled to vote thereon, may sell its remaining assets or any part thereof for cash or for shares, bonds, or other securities of another corporation, or partly for cash and partly for such securities, and distribute the same among the shareholders according to their respective rights. (ii) Unless the consideration for the sale is payable concurrently with the consummation thereof entirely in cash, any shareholder, whether or not entitled to vote thereon, if prior to the meeting or at the meeting but before a vote, he or she shall have given the corporation written notice of his or her objection to a sale except wholly upon a cash basis and, if a voting shareholder, did not vote for the proposed sale, within ten (10) days after the date on which the sale was voted by the shareholders, may make a written demand on the corporation for the payment to him or her in cash of the value of his or her shares determined as of the day immediately preceding the day on which the vote was taken. In this event, upon tendering his or her share certificates to the corporation, the shareholder shall be entitled to receive the cash payment after the sale is effected, the rights of the dissenting shareholder to be enforced under the procedure prescribed in § 4-26-904 ; (B) The corporation, whether or not it has made a sale under subdivision (3)(A) of this section, may distribute its remaining assets, including the proceeds of any sale under subdivision (3)(A) of this section above, in cash or, subject to subdivision (3)(A) of this section, in kind, or partly each, among its shareholders according to their respective rights. Acts 1965, No. 576, § 85; A.S.A. 1947, § 64-903.

After dissolution:

(1) The corporation shall carry on no business except for the purpose of winding up its affairs;

(2) The corporation shall proceed to wind up its affairs, with power to fulfill or discharge its contracts, collect its assets, sell its assets at public or private sale, discharge or pay its liabilities, and do all other acts appropriate to liquidate its business;

(3) After paying or adequately providing for the payment of its liabilities: (A) (i) The corporation, if authorized at a meeting of shareholders which is to be held on notice to all shareholders, whether or not entitled to vote, by a vote of a majority of all outstanding shares entitled to vote thereon, may sell its remaining assets or any part thereof for cash or for shares, bonds, or other securities of another corporation, or partly for cash and partly for such securities, and distribute the same among the shareholders according to their respective rights. (ii) Unless the consideration for the sale is payable concurrently with the consummation thereof entirely in cash, any shareholder, whether or not entitled to vote thereon, if prior to the meeting or at the meeting but before a vote, he or she shall have given the corporation written notice of his or her objection to a sale except wholly upon a cash basis and, if a voting shareholder, did not vote for the proposed sale, within ten (10) days after the date on which the sale was voted by the shareholders, may make a written demand on the corporation for the payment to him or her in cash of the value of his or her shares determined as of the day immediately preceding the day on which the vote was taken. In this event, upon tendering his or her share certificates to the corporation, the shareholder shall be entitled to receive the cash payment after the sale is effected, the rights of the dissenting shareholder to be enforced under the procedure prescribed in § 4-26-904 ; (B) The corporation, whether or not it has made a sale under subdivision (3)(A) of this section, may distribute its remaining assets, including the proceeds of any sale under subdivision (3)(A) of this section above, in cash or, subject to subdivision (3)(A) of this section, in kind, or partly each, among its shareholders according to their respective rights.

(A) (i) The corporation, if authorized at a meeting of shareholders which is to be held on notice to all shareholders, whether or not entitled to vote, by a vote of a majority of all outstanding shares entitled to vote thereon, may sell its remaining assets or any part thereof for cash or for shares, bonds, or other securities of another corporation, or partly for cash and partly for such securities, and distribute the same among the shareholders according to their respective rights. (ii) Unless the consideration for the sale is payable concurrently with the consummation thereof entirely in cash, any shareholder, whether or not entitled to vote thereon, if prior to the meeting or at the meeting but before a vote, he or she shall have given the corporation written notice of his or her objection to a sale except wholly upon a cash basis and, if a voting shareholder, did not vote for the proposed sale, within ten (10) days after the date on which the sale was voted by the shareholders, may make a written demand on the corporation for the payment to him or her in cash of the value of his or her shares determined as of the day immediately preceding the day on which the vote was taken. In this event, upon tendering his or her share certificates to the corporation, the shareholder shall be entitled to receive the cash payment after the sale is effected, the rights of the dissenting shareholder to be enforced under the procedure prescribed in § 4-26-904 ;

(i) The corporation, if authorized at a meeting of shareholders which is to be held on notice to all shareholders, whether or not entitled to vote, by a vote of a majority of all outstanding shares entitled to vote thereon, may sell its remaining assets or any part thereof for cash or for shares, bonds, or other securities of another corporation, or partly for cash and partly for such securities, and distribute the same among the shareholders according to their respective rights.

(ii) Unless the consideration for the sale is payable concurrently with the consummation thereof entirely in cash, any shareholder, whether or not entitled to vote thereon, if prior to the meeting or at the meeting but before a vote, he or she shall have given the corporation written notice of his or her objection to a sale except wholly upon a cash basis and, if a voting shareholder, did not vote for the proposed sale, within ten (10) days after the date on which the sale was voted by the shareholders, may make a written demand on the corporation for the payment to him or her in cash of the value of his or her shares determined as of the day immediately preceding the day on which the vote was taken. In this event, upon tendering his or her share certificates to the corporation, the shareholder shall be entitled to receive the cash payment after the sale is effected, the rights of the dissenting shareholder to be enforced under the procedure prescribed in § 4-26-904 ;

(B) The corporation, whether or not it has made a sale under subdivision (3)(A) of this section, may distribute its remaining assets, including the proceeds of any sale under subdivision (3)(A) of this section above, in cash or, subject to subdivision (3)(A) of this section, in kind, or partly each, among its shareholders according to their respective rights.

Acts 1965, No. 576, § 85; A.S.A. 1947, § 64-903.
Ark. Code Ann. § 4-75-308 — AR Code / Title 4 / Chapter 75 / Subchapter 3 / Section 4-75-308
Precedence of actions under subchapter
Status: in_force

All actions authorized and brought under this subchapter shall have precedence on motion of the Attorney General, of all other business, civil and criminal, except criminal cases where the defendants are in jail. Acts 1905, No. 1, § 11, p. 1; 1913, No. 161, § 1; C. & M. Dig., § 7379; Pope's Dig., § 9418; A.S.A. 1947, § 70-111.

All actions authorized and brought under this subchapter shall have precedence on motion of the Attorney General, of all other business, civil and criminal, except criminal cases where the defendants are in jail.

Acts 1905, No. 1, § 11, p. 1; 1913, No. 161, § 1; C. & M. Dig., § 7379; Pope's Dig., § 9418; A.S.A. 1947, § 70-111.
Ark. Code Ann. § 4-75-402 — AR Code / Title 4 / Chapter 75 / Subchapter 4 / Section 4-75-402
Definitions
Status: in_force

As used in this subchapter, unless the context otherwise requires: (1) "Person" means any individual, firm, corporation, partnership, association, trustee, receiver, or assignee for the benefit of creditors; (2) "Sell", "sold", "buy", and "purchase" include exchange, barter, gift, and offer of contract to sell or buy; and (3) "Wholesale distribution" means the sale or distribution of motor vehicles, or any interest therein, by the manufacturer thereof or by any person, directly or indirectly owned by the manufacturer. Acts 1937, No. 205, § 13; Pope's Dig., § 9431; A.S.A. 1947, § 70-142.

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

(1) "Person" means any individual, firm, corporation, partnership, association, trustee, receiver, or assignee for the benefit of creditors;

(2) "Sell", "sold", "buy", and "purchase" include exchange, barter, gift, and offer of contract to sell or buy; and

(3) "Wholesale distribution" means the sale or distribution of motor vehicles, or any interest therein, by the manufacturer thereof or by any person, directly or indirectly owned by the manufacturer.

Acts 1937, No. 205, § 13; Pope's Dig., § 9431; A.S.A. 1947, § 70-142.
Ark. Code Ann. § 4-29-311 — AR Code / Title 4 / Chapter 29 / Subchapter 3 / Section 4-29-311
Certificate of registration - Appeal from denial, suspension, or revocation
Status: in_force

(a) Any corporation whose application for a certificate of registration has been denied or whose registration has been suspended or revoked may appeal to the Pulaski County Circuit Court within thirty (30) days after notice of the action by the Arkansas State Medical Board. (b) The court shall inquire into the cause of the board's action and may affirm or reverse the decision and order a further hearing by the board or may order the board to grant the appellant a certificate of registration. (c) Appeal shall be in the manner provided by law. (d) (1) Notice of appeal shall be served upon the secretary of the board by serving the secretary a copy thereof within thirty (30) days after the board has notified the appellant of its decision. (2) The service may be by registered or certified mail. Acts 1961, No. 179, §§ 12, 13; A.S.A. 1947, §§ 64-1712, 64-1713.

(a) Any corporation whose application for a certificate of registration has been denied or whose registration has been suspended or revoked may appeal to the Pulaski County Circuit Court within thirty (30) days after notice of the action by the Arkansas State Medical Board.

(b) The court shall inquire into the cause of the board's action and may affirm or reverse the decision and order a further hearing by the board or may order the board to grant the appellant a certificate of registration.

(c) Appeal shall be in the manner provided by law.

(d) (1) Notice of appeal shall be served upon the secretary of the board by serving the secretary a copy thereof within thirty (30) days after the board has notified the appellant of its decision. (2) The service may be by registered or certified mail.

(1) Notice of appeal shall be served upon the secretary of the board by serving the secretary a copy thereof within thirty (30) days after the board has notified the appellant of its decision.

(2) The service may be by registered or certified mail.

Acts 1961, No. 179, §§ 12, 13; A.S.A. 1947, §§ 64-1712, 64-1713.
Ark. Code Ann. § 4-88-802 — AR Code / Title 4 / Chapter 88 / Subchapter 8 / Section 4-88-802
Definitions
Status: in_force

As used in this subchapter: (1) "Pharmacist" means a licensed pharmacist as defined in § 17-92-101 ; (2) "Pharmacist services" means products, goods, or services provided as a part of the practice of pharmacy as defined in § 17-92-101 to individuals who reside or are employed in this state; (3) "Pharmacy" means the same as defined in § 17-92-101 ; (4) "Pharmacy benefits manager" or "PBM" means an entity that administers or manages a pharmacy benefits plan or program; and (5) "Pharmacy benefits plan or program" means any plan or program that is funded by state dollars to furnish, cover the cost of, or otherwise provide for pharmacist services to individuals who reside or are employed in this state. Acts 2009, No. 769, § 1.

As used in this subchapter:

(1) "Pharmacist" means a licensed pharmacist as defined in § 17-92-101 ;

(2) "Pharmacist services" means products, goods, or services provided as a part of the practice of pharmacy as defined in § 17-92-101 to individuals who reside or are employed in this state;

(3) "Pharmacy" means the same as defined in § 17-92-101 ;

(4) "Pharmacy benefits manager" or "PBM" means an entity that administers or manages a pharmacy benefits plan or program; and

(5) "Pharmacy benefits plan or program" means any plan or program that is funded by state dollars to furnish, cover the cost of, or otherwise provide for pharmacist services to individuals who reside or are employed in this state.

Acts 2009, No. 769, § 1.