Ark. Code Ann. § 4-27-303 — AR Code / Title 4 / Chapter 27 / Subchapter 3 / Section 4-27-303
Emergency powers
Status: in_force

(a) In anticipation of or during an emergency defined in subsection (d) of this section, the board of directors of a corporation may: (1) modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and (2) relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so. (b) During an emergency defined in subsection (d) of this section, unless emergency bylaws provide otherwise: (1) notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and (2) one (1) or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum. (c) Corporate action taken in good faith during an emergency under this section to further the ordinary affairs of the corporation: (1) binds the corporation; and (2) may not be used to impose liability on a corporate director, officer, employee, or agent. (d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event. Acts 1987, No. 958, § 64-303.

(a) In anticipation of or during an emergency defined in subsection (d) of this section, the board of directors of a corporation may: (1) modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and (2) relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.

(1) modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and

(2) relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.

(b) During an emergency defined in subsection (d) of this section, unless emergency bylaws provide otherwise: (1) notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and (2) one (1) or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.

(1) notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and

(2) one (1) or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.

(c) Corporate action taken in good faith during an emergency under this section to further the ordinary affairs of the corporation: (1) binds the corporation; and (2) may not be used to impose liability on a corporate director, officer, employee, or agent.

(1) binds the corporation; and

(2) may not be used to impose liability on a corporate director, officer, employee, or agent.

(d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.

Acts 1987, No. 958, § 64-303.
Ark. Code Ann. § 4-26-615 — AR Code / Title 4 / Chapter 26 / Subchapter 6 / Section 4-26-615
Reduction of stated capital
Status: in_force

(a) If all or part of the stated capital of a corporation is represented by shares without par value, the stated capital of the corporation may be reduced in the following manner: (1) The board of directors shall adopt a resolution setting forth the amount of the proposed reduction and the manner in which the reduction shall be effected and directing that the question of that reduction be submitted to a vote at a meeting of shareholders which may be either an annual or a special meeting; (2) Written or printed notice stating that the purpose or one (1) of the purposes of the meeting is to consider the question of reducing the stated capital of the corporation in the amount and manner proposed by the board of directors shall be given to each shareholder of record entitled to vote thereon within the time and in the manner provided in this chapter for the giving of notice of meetings of shareholders; (3) At such meeting a vote of the shareholders entitled to vote thereon shall be taken on the question of approving the proposed reduction of stated capital, which shall require for its adoption the affirmative vote of the holders of at least a majority of the shares entitled to vote thereon. (b) When a reduction of the stated capital of a corporation has been approved as provided in this section, a statement shall be executed and filed in accordance with § 4-26-1201 , which statement shall be verified by one (1) of the officers signing the statement and shall set forth: (1) The name of the corporation; (2) A copy of the resolution of the shareholders approving such reduction and the date of its adoption; (3) The number of shares outstanding and the number of shares entitled to vote thereon; (4) The number of shares voted for and against such reduction, respectively; (5) A statement of the manner in which such reduction is effected, and a statement expressed in dollars of the amount of stated capital of the corporation after giving effect to such reduction. (c) When the statement is filed in accordance with § 4-26-1201 , the stated capital of the corporation shall be reduced as therein set forth. (d) No reduction of stated capital shall be made under the provisions of this section which would reduce the amount of the aggregate stated capital of the corporation to an amount equal to or less than the aggregate preferential amounts payable upon all issued shares having a preferential right in the assets of the corporation in the event of involuntary liquidation, plus the aggregate par value of all issued shares having a par value but no preferential right in the assets of the corporation in the event of involuntary liquidation; and in no event shall the stated capital be reduced to a sum less than three hundred dollars ($300). Acts 1965, No. 576, § 69; A.S.A. 1947, § 64-604.

(a) If all or part of the stated capital of a corporation is represented by shares without par value, the stated capital of the corporation may be reduced in the following manner: (1) The board of directors shall adopt a resolution setting forth the amount of the proposed reduction and the manner in which the reduction shall be effected and directing that the question of that reduction be submitted to a vote at a meeting of shareholders which may be either an annual or a special meeting; (2) Written or printed notice stating that the purpose or one (1) of the purposes of the meeting is to consider the question of reducing the stated capital of the corporation in the amount and manner proposed by the board of directors shall be given to each shareholder of record entitled to vote thereon within the time and in the manner provided in this chapter for the giving of notice of meetings of shareholders; (3) At such meeting a vote of the shareholders entitled to vote thereon shall be taken on the question of approving the proposed reduction of stated capital, which shall require for its adoption the affirmative vote of the holders of at least a majority of the shares entitled to vote thereon.

(1) The board of directors shall adopt a resolution setting forth the amount of the proposed reduction and the manner in which the reduction shall be effected and directing that the question of that reduction be submitted to a vote at a meeting of shareholders which may be either an annual or a special meeting;

(2) Written or printed notice stating that the purpose or one (1) of the purposes of the meeting is to consider the question of reducing the stated capital of the corporation in the amount and manner proposed by the board of directors shall be given to each shareholder of record entitled to vote thereon within the time and in the manner provided in this chapter for the giving of notice of meetings of shareholders;

(3) At such meeting a vote of the shareholders entitled to vote thereon shall be taken on the question of approving the proposed reduction of stated capital, which shall require for its adoption the affirmative vote of the holders of at least a majority of the shares entitled to vote thereon.

(b) When a reduction of the stated capital of a corporation has been approved as provided in this section, a statement shall be executed and filed in accordance with § 4-26-1201 , which statement shall be verified by one (1) of the officers signing the statement and shall set forth: (1) The name of the corporation; (2) A copy of the resolution of the shareholders approving such reduction and the date of its adoption; (3) The number of shares outstanding and the number of shares entitled to vote thereon; (4) The number of shares voted for and against such reduction, respectively; (5) A statement of the manner in which such reduction is effected, and a statement expressed in dollars of the amount of stated capital of the corporation after giving effect to such reduction.

(1) The name of the corporation;

(2) A copy of the resolution of the shareholders approving such reduction and the date of its adoption;

(3) The number of shares outstanding and the number of shares entitled to vote thereon;

(4) The number of shares voted for and against such reduction, respectively;

(5) A statement of the manner in which such reduction is effected, and a statement expressed in dollars of the amount of stated capital of the corporation after giving effect to such reduction.

(c) When the statement is filed in accordance with § 4-26-1201 , the stated capital of the corporation shall be reduced as therein set forth.

(d) No reduction of stated capital shall be made under the provisions of this section which would reduce the amount of the aggregate stated capital of the corporation to an amount equal to or less than the aggregate preferential amounts payable upon all issued shares having a preferential right in the assets of the corporation in the event of involuntary liquidation, plus the aggregate par value of all issued shares having a par value but no preferential right in the assets of the corporation in the event of involuntary liquidation; and in no event shall the stated capital be reduced to a sum less than three hundred dollars ($300).

Acts 1965, No. 576, § 69; A.S.A. 1947, § 64-604.
Ark. Code Ann. § 4-33-1702 — AR Code / Title 4 / Chapter 33 / Subchapter 17 / Section 4-33-1702
Application to qualified foreign corporations
Status: in_force

A foreign corporation authorized to transact business in this state on January 1, 1994, is subject to this chapter but is not required to obtain a new certificate of authority to transact business under this chapter. Except for any applicable corporate franchise tax laws or any applicable income tax exemption laws referenced herein, nothing in this chapter shall be deemed to apply to foreign corporations and associations regulated by the Insurance Commissioner under title 23 of the Arkansas Code or related laws as nonprofit foreign corporations including but not limited to foreign hospital or medical service corporations, health maintenance organizations, and fraternal benefit societies. Acts 1993, No. 1147, § 1702.

A foreign corporation authorized to transact business in this state on January 1, 1994, is subject to this chapter but is not required to obtain a new certificate of authority to transact business under this chapter. Except for any applicable corporate franchise tax laws or any applicable income tax exemption laws referenced herein, nothing in this chapter shall be deemed to apply to foreign corporations and associations regulated by the Insurance Commissioner under title 23 of the Arkansas Code or related laws as nonprofit foreign corporations including but not limited to foreign hospital or medical service corporations, health maintenance organizations, and fraternal benefit societies.

Acts 1993, No. 1147, § 1702.
Ark. Code Ann. § 4-38-1103 — AR Code / Title 4 / Chapter 38 / Subchapter 11 / Section 4-38-1103
Savings clause
Status: in_force

This chapter does not affect an action commenced, proceeding brought, or right accrued before September 1, 2021. Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.

This chapter does not affect an action commenced, proceeding brought, or right accrued before September 1, 2021.

Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Ark. Code Ann. § 4-88-601 — AR Code / Title 4 / Chapter 88 / Subchapter 6 / Section 4-88-601
Title
Status: in_force

This subchapter may be referred to and cited as the "Unsolicited Commercial and Sexually Explicit Electronic Mail Prevention Act". Acts 2003, No. 1019, § 1.

This subchapter may be referred to and cited as the "Unsolicited Commercial and Sexually Explicit Electronic Mail Prevention Act".

Acts 2003, No. 1019, § 1.
Ark. Code Ann. § 4-26-1009 — AR Code / Title 4 / Chapter 26 / Subchapter 10 / Section 4-26-1009
Filings required for merger - Effective date
Status: in_force

(a) After each constituent organization has approved a merger, articles of merger must be signed by an authorized representative of each constituent organization. (b) The articles of merger shall include: (1) The name and form of each constituent organization and the jurisdiction of its governing statute; (2) The name and form of the surviving organization and the jurisdiction of its governing statute; (3) The date the merger is effective under the governing statute of the surviving organization; (4) Any amendments provided for in the plan of merger for the organizational document of the surviving organization; (5) A statement as to each constituent organization that the merger was approved as required by the organization's governing statute; (6) A statement confirming that the surviving organization has filed a statement appointing an agent for service of process under § 4-20-112 if the surviving organization is a foreign organization not authorized to transact business in this state; (7) (A) A copy of the plan of merger; or (B) A statement that: (i) Contains the address of an office of the surviving organization where the plan of merger is on file; and (ii) A copy of the plan of merger will be furnished by the surviving organization on request and without cost to any shareholder, member, partner, or other owner of any constituent organization; and (8) Any additional information required by the governing statute of any constituent organization. (c) Each constituent organization shall deliver the articles of merger for filing in the office of the Secretary of State. (d) A merger becomes effective under this subchapter: (1) If the surviving organization is a corporation, upon the later of: (A) Compliance with subsection (c) of this section; or (B) The date specified in the articles of merger; or (2) If the surviving organization is not a corporation, as provided by the governing statute of the surviving organization. Acts 2009, No. 408, § 1.

(a) After each constituent organization has approved a merger, articles of merger must be signed by an authorized representative of each constituent organization.

(b) The articles of merger shall include: (1) The name and form of each constituent organization and the jurisdiction of its governing statute; (2) The name and form of the surviving organization and the jurisdiction of its governing statute; (3) The date the merger is effective under the governing statute of the surviving organization; (4) Any amendments provided for in the plan of merger for the organizational document of the surviving organization; (5) A statement as to each constituent organization that the merger was approved as required by the organization's governing statute; (6) A statement confirming that the surviving organization has filed a statement appointing an agent for service of process under § 4-20-112 if the surviving organization is a foreign organization not authorized to transact business in this state; (7) (A) A copy of the plan of merger; or (B) A statement that: (i) Contains the address of an office of the surviving organization where the plan of merger is on file; and (ii) A copy of the plan of merger will be furnished by the surviving organization on request and without cost to any shareholder, member, partner, or other owner of any constituent organization; and (8) Any additional information required by the governing statute of any constituent organization.

(1) The name and form of each constituent organization and the jurisdiction of its governing statute;

(2) The name and form of the surviving organization and the jurisdiction of its governing statute;

(3) The date the merger is effective under the governing statute of the surviving organization;

(4) Any amendments provided for in the plan of merger for the organizational document of the surviving organization;

(5) A statement as to each constituent organization that the merger was approved as required by the organization's governing statute;

(6) A statement confirming that the surviving organization has filed a statement appointing an agent for service of process under § 4-20-112 if the surviving organization is a foreign organization not authorized to transact business in this state;

(7) (A) A copy of the plan of merger; or (B) A statement that: (i) Contains the address of an office of the surviving organization where the plan of merger is on file; and (ii) A copy of the plan of merger will be furnished by the surviving organization on request and without cost to any shareholder, member, partner, or other owner of any constituent organization; and

(A) A copy of the plan of merger; or

(B) A statement that: (i) Contains the address of an office of the surviving organization where the plan of merger is on file; and (ii) A copy of the plan of merger will be furnished by the surviving organization on request and without cost to any shareholder, member, partner, or other owner of any constituent organization; and

(i) Contains the address of an office of the surviving organization where the plan of merger is on file; and

(ii) A copy of the plan of merger will be furnished by the surviving organization on request and without cost to any shareholder, member, partner, or other owner of any constituent organization; and

(8) Any additional information required by the governing statute of any constituent organization.

(c) Each constituent organization shall deliver the articles of merger for filing in the office of the Secretary of State.

(d) A merger becomes effective under this subchapter: (1) If the surviving organization is a corporation, upon the later of: (A) Compliance with subsection (c) of this section; or (B) The date specified in the articles of merger; or (2) If the surviving organization is not a corporation, as provided by the governing statute of the surviving organization.

(1) If the surviving organization is a corporation, upon the later of: (A) Compliance with subsection (c) of this section; or (B) The date specified in the articles of merger; or

(A) Compliance with subsection (c) of this section; or

(B) The date specified in the articles of merger; or

(2) If the surviving organization is not a corporation, as provided by the governing statute of the surviving organization.

Acts 2009, No. 408, § 1.
Ark. Code Ann. § 4-26-201 — AR Code / Title 4 / Chapter 26 / Subchapter 2 / Section 4-26-201
Incorporators
Status: in_force

One (1) or more natural persons of the age of twenty-one (21) years or more may act as incorporators of a corporation by executing and filing in accordance with § 4-26-1201 articles of incorporation for the corporation. Acts 1965, No. 576, § 54; A.S.A. 1947, § 64-501.

One (1) or more natural persons of the age of twenty-one (21) years or more may act as incorporators of a corporation by executing and filing in accordance with § 4-26-1201 articles of incorporation for the corporation.

Acts 1965, No. 576, § 54; A.S.A. 1947, § 64-501.
Ark. Code Ann. § 4-88-902 — AR Code / Title 4 / Chapter 88 / Subchapter 9 / Section 4-88-902
Definitions
Status: in_force

As used in this subchapter: (1) (A) "Emergency services" means services performed with the express permission of the insured and that are immediately necessary for: (i) The preservation of the residential real estate; or (ii) The health of the insured, owner, or possessor. (B) "Emergency services" does not include inspection of the residential real estate or an estimation of the repair costs; (2) "Insured" means the person whose name appears on the face of the property and casualty insurance policy; (3) "Residential contractor" means a person or entity in the business of contracting or offering to contract with an insured, owner, or possessor of residential real estate to repair or replace roof systems or perform other exterior repair, replacement, construction, or reconstruction work on residential real estate; (4) "Residential real estate" means a new or existing dwelling constructed for habitation by one (1) to four (4) families, including a detached garage; (5) "Residential real estate repair contract" means a written contract with an insured to repair residential real estate and provide goods and services to be paid under a property and casualty insurance policy; and (6) "Roof system" means roof coverings, roof sheathing, roof weatherproofing, and insulation. Added by Act 2013, No. 1360,§ 1, eff. 8/16/2013.

As used in this subchapter:

(1) (A) "Emergency services" means services performed with the express permission of the insured and that are immediately necessary for: (i) The preservation of the residential real estate; or (ii) The health of the insured, owner, or possessor. (B) "Emergency services" does not include inspection of the residential real estate or an estimation of the repair costs;

(A) "Emergency services" means services performed with the express permission of the insured and that are immediately necessary for: (i) The preservation of the residential real estate; or (ii) The health of the insured, owner, or possessor.

(i) The preservation of the residential real estate; or

(ii) The health of the insured, owner, or possessor.

(B) "Emergency services" does not include inspection of the residential real estate or an estimation of the repair costs;

(2) "Insured" means the person whose name appears on the face of the property and casualty insurance policy;

(3) "Residential contractor" means a person or entity in the business of contracting or offering to contract with an insured, owner, or possessor of residential real estate to repair or replace roof systems or perform other exterior repair, replacement, construction, or reconstruction work on residential real estate;

(4) "Residential real estate" means a new or existing dwelling constructed for habitation by one (1) to four (4) families, including a detached garage;

(5) "Residential real estate repair contract" means a written contract with an insured to repair residential real estate and provide goods and services to be paid under a property and casualty insurance policy; and

(6) "Roof system" means roof coverings, roof sheathing, roof weatherproofing, and insulation.

Added by Act 2013, No. 1360,§ 1, eff. 8/16/2013.
Ark. Code Ann. § 4-47-111 — AR Code / Title 4 / Chapter 47 / Subchapter 1 / Section 4-47-111
Required information
Status: in_force

A limited partnership shall maintain at its designated office the following information: (1) a current list showing the full name and last known street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited partners, in alphabetical order; (2) a copy of the initial certificate of limited partnership and all amendments to and restatements of the certificate, together with signed copies of any powers of attorney under which any certificate, amendment, or restatement has been signed; (3) a copy of any filed articles of conversion or merger; (4) a copy of the limited partnership's federal, state, and local income tax returns and reports, if any, for the three most recent years; (5) a copy of any partnership agreement made in a record and any amendment made in a record to any partnership agreement; (6) a copy of any financial statement of the limited partnership for the three most recent years; (7) a copy of the three most recent annual reports delivered by the limited partnership to the Secretary of State pursuant to § 4-47-210 ; (8) a copy of any record made by the limited partnership during the past three years of any consent given by or vote taken of any partner pursuant to this chapter or the partnership agreement; and (9) unless contained in a partnership agreement made in a record, a record stating: (A) the amount of cash, and a description and statement of the agreed value of the other benefits, contributed and agreed to be contributed by each partner; (B) the times at which, or events on the happening of which, any additional contributions agreed to be made by each partner are to be made; (C) for any person that is both a general partner and a limited partner, a specification of what transferable interest the person owns in each capacity; and (D) any events upon the happening of which the limited partnership is to be dissolved and its activities wound up. Acts 2007, No. 15, § 1.

A limited partnership shall maintain at its designated office the following information:

(1) a current list showing the full name and last known street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited partners, in alphabetical order;

(2) a copy of the initial certificate of limited partnership and all amendments to and restatements of the certificate, together with signed copies of any powers of attorney under which any certificate, amendment, or restatement has been signed;

(3) a copy of any filed articles of conversion or merger;

(4) a copy of the limited partnership's federal, state, and local income tax returns and reports, if any, for the three most recent years;

(5) a copy of any partnership agreement made in a record and any amendment made in a record to any partnership agreement;

(6) a copy of any financial statement of the limited partnership for the three most recent years;

(7) a copy of the three most recent annual reports delivered by the limited partnership to the Secretary of State pursuant to § 4-47-210 ;

(8) a copy of any record made by the limited partnership during the past three years of any consent given by or vote taken of any partner pursuant to this chapter or the partnership agreement; and

(9) unless contained in a partnership agreement made in a record, a record stating: (A) the amount of cash, and a description and statement of the agreed value of the other benefits, contributed and agreed to be contributed by each partner; (B) the times at which, or events on the happening of which, any additional contributions agreed to be made by each partner are to be made; (C) for any person that is both a general partner and a limited partner, a specification of what transferable interest the person owns in each capacity; and (D) any events upon the happening of which the limited partnership is to be dissolved and its activities wound up.

(A) the amount of cash, and a description and statement of the agreed value of the other benefits, contributed and agreed to be contributed by each partner;

(B) the times at which, or events on the happening of which, any additional contributions agreed to be made by each partner are to be made;

(C) for any person that is both a general partner and a limited partner, a specification of what transferable interest the person owns in each capacity; and

(D) any events upon the happening of which the limited partnership is to be dissolved and its activities wound up.

Acts 2007, No. 15, § 1.
Ark. Code Ann. § 4-72-503 — AR Code / Title 4 / Chapter 72 / Subchapter 5 / Section 4-72-503
Remedies for cancellation, termination, etc., of franchise
Status: in_force

(a) If any petroleum products supplier or distributor cancels, refuses to renew, or otherwise terminates any franchise in violation of the provisions of this subchapter, the petroleum products dealer whose franchise is cancelled, not renewed, or otherwise terminated shall have a cause of action against the petroleum products supplier or petroleum products distributor for specific performance or injunctive relief, or for actual damages sustained by the plaintiff, as a result of the termination of the franchise, including ascertainable loss of goodwill as a result of the termination of the franchise. (b) However, any action brought by a petroleum products dealer against a supplier or distributor for wrongful termination of a franchise shall be commenced within two (2) years after the wrongful termination. Acts 1975, No. 471, § 3; A.S.A. 1947, § 53-1103.

(a) If any petroleum products supplier or distributor cancels, refuses to renew, or otherwise terminates any franchise in violation of the provisions of this subchapter, the petroleum products dealer whose franchise is cancelled, not renewed, or otherwise terminated shall have a cause of action against the petroleum products supplier or petroleum products distributor for specific performance or injunctive relief, or for actual damages sustained by the plaintiff, as a result of the termination of the franchise, including ascertainable loss of goodwill as a result of the termination of the franchise.

(b) However, any action brought by a petroleum products dealer against a supplier or distributor for wrongful termination of a franchise shall be commenced within two (2) years after the wrongful termination.

Acts 1975, No. 471, § 3; A.S.A. 1947, § 53-1103.
Ark. Code Ann. § 4-29-407 — AR Code / Title 4 / Chapter 29 / Subchapter 4 / Section 4-29-407
Employees
Status: in_force

Each individual employee licensed pursuant to the Arkansas Dental Practice Act, § 17-82-101 et seq., who is employed by a corporation subject to this subchapter shall remain subject to reprimand or discipline for his or her conduct under the provisions of the Arkansas Dental Practice Act, § 17-82-101 et seq. Acts 1961, No. 471, § 16; A.S.A. 1947, § 64-1816.

Each individual employee licensed pursuant to the Arkansas Dental Practice Act, § 17-82-101 et seq., who is employed by a corporation subject to this subchapter shall remain subject to reprimand or discipline for his or her conduct under the provisions of the Arkansas Dental Practice Act, § 17-82-101 et seq.

Acts 1961, No. 471, § 16; A.S.A. 1947, § 64-1816.
Ark. Code Ann. § 4-74-108 — AR Code / Title 4 / Chapter 74 / Section 4-74-108
Duration of license - Extension - Display
Status: in_force

(a) (1) Each license issued for the conduct of a going-out-of-business sale shall be valid for a period of sixty (60) days, but the county clerk may extend the license for an additional period, not to exceed thirty (30) days, upon proof by the licensee that the licensee has been unable to complete the sale within the sixty-day period. (2) If the county clerk grants an extension, the clerk shall issue a new license certificate. (b) A person licensed under this chapter to conduct a going-out-of-business sale shall post a copy of the license certificate on each entrance door to the business. Acts 1983, No. 297, § 5; A.S.A. 1947, § 71-5505; Acts 2007, No. 348, § 1.

(a) (1) Each license issued for the conduct of a going-out-of-business sale shall be valid for a period of sixty (60) days, but the county clerk may extend the license for an additional period, not to exceed thirty (30) days, upon proof by the licensee that the licensee has been unable to complete the sale within the sixty-day period. (2) If the county clerk grants an extension, the clerk shall issue a new license certificate.

(1) Each license issued for the conduct of a going-out-of-business sale shall be valid for a period of sixty (60) days, but the county clerk may extend the license for an additional period, not to exceed thirty (30) days, upon proof by the licensee that the licensee has been unable to complete the sale within the sixty-day period.

(2) If the county clerk grants an extension, the clerk shall issue a new license certificate.

(b) A person licensed under this chapter to conduct a going-out-of-business sale shall post a copy of the license certificate on each entrance door to the business.

Acts 1983, No. 297, § 5; A.S.A. 1947, § 71-5505; Acts 2007, No. 348, § 1.
Ark. Code Ann. § 4-18-309 — AR Code / Title 4 / Chapter 18 / Subchapter 3 / Section 4-18-309
Requirements for open dating
Status: in_force

The Uniform Open Dating Regulation as adopted by the National Conference on Weights and Measures and published in the National Institute of Standards and Technology Handbook 130, "Uniform Laws and Regulations," and supplements thereto or revisions thereof, shall apply to open dating in the state, as adopted, or amended and adopted, by rule of the State Plant Board. Acts 2001, No. 587, § 9.

The Uniform Open Dating Regulation as adopted by the National Conference on Weights and Measures and published in the National Institute of Standards and Technology Handbook 130, "Uniform Laws and Regulations," and supplements thereto or revisions thereof, shall apply to open dating in the state, as adopted, or amended and adopted, by rule of the State Plant Board.

Acts 2001, No. 587, § 9.
Ark. Code Ann. § 4-46-406 — AR Code / Title 4 / Chapter 46 / Subchapter 4 / Section 4-46-406
Continuation of partnership beyond definite term or particular undertaking
Status: in_force

(a) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will. (b) If the partners, or those of them who habitually acted in the business during the term or undertaking, continue the business without any settlement or liquidation of the partnership, they are presumed to have agreed that the partnership will continue. Acts 1999, No. 1518, § 406.

(a) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will.

(b) If the partners, or those of them who habitually acted in the business during the term or undertaking, continue the business without any settlement or liquidation of the partnership, they are presumed to have agreed that the partnership will continue.

Acts 1999, No. 1518, § 406.
Ark. Code Ann. § 4-75-1103 — AR Code / Title 4 / Chapter 75 / Subchapter 11 / Section 4-75-1103
Definitions
Status: in_force

As used in this subchapter: (1) (A) "Commercial use" means the use of an individual's readily identifiable name, voice, signature, photograph, or likeness: (i) For advertising, selling, or soliciting purchases of products, merchandise, goods, or services; or (ii) On or in connection with products, merchandise, goods, or other commercial activity that is not exempt under this subchapter. (B) "Commercial use" does not mean the use of an individual's name, voice, signature, photograph, or likeness to identify the individual for the purpose of: (i) Data collection or data reporting and supplying the data collected or reported; or (ii) Data processing, data matching, data distribution, or data licensing; (2) "Individual" means a natural person, alive or dead; (3) "Likeness" means a reproduction of the image of an individual by any means other than a photograph; (4) (A) "Person" means an individual or entity. (B) "Person" includes: (i) A partnership, a corporation, a company, an association, or any other business entity; (ii) A not-for-profit corporation or association; (iii) An educational or religious institution; (iv) A political party; and (v) A community, civic, or other organization; (5) "Photograph" means a reproduction of the image of an individual that readily identifies the individual, whether made by photography, videotape, live transmission, or other means; and (6) "Successor in interest" means an owner or the beneficial owner of a property right provided by this subchapter under: (A) A transfer, assignment, or license of the property right; or (B) Section 4-75-1104(b)(3) . Added by Act 2016EX3, No. 9,§ 1, eff. 8/22/2016. Added by Act 2016EX3, No. 8,§ 1, eff. 8/22/2016.

As used in this subchapter:

(1) (A) "Commercial use" means the use of an individual's readily identifiable name, voice, signature, photograph, or likeness: (i) For advertising, selling, or soliciting purchases of products, merchandise, goods, or services; or (ii) On or in connection with products, merchandise, goods, or other commercial activity that is not exempt under this subchapter. (B) "Commercial use" does not mean the use of an individual's name, voice, signature, photograph, or likeness to identify the individual for the purpose of: (i) Data collection or data reporting and supplying the data collected or reported; or (ii) Data processing, data matching, data distribution, or data licensing;

(A) "Commercial use" means the use of an individual's readily identifiable name, voice, signature, photograph, or likeness: (i) For advertising, selling, or soliciting purchases of products, merchandise, goods, or services; or (ii) On or in connection with products, merchandise, goods, or other commercial activity that is not exempt under this subchapter.

(i) For advertising, selling, or soliciting purchases of products, merchandise, goods, or services; or

(ii) On or in connection with products, merchandise, goods, or other commercial activity that is not exempt under this subchapter.

(B) "Commercial use" does not mean the use of an individual's name, voice, signature, photograph, or likeness to identify the individual for the purpose of: (i) Data collection or data reporting and supplying the data collected or reported; or (ii) Data processing, data matching, data distribution, or data licensing;

(i) Data collection or data reporting and supplying the data collected or reported; or

(ii) Data processing, data matching, data distribution, or data licensing;

(2) "Individual" means a natural person, alive or dead;

(3) "Likeness" means a reproduction of the image of an individual by any means other than a photograph;

(4) (A) "Person" means an individual or entity. (B) "Person" includes: (i) A partnership, a corporation, a company, an association, or any other business entity; (ii) A not-for-profit corporation or association; (iii) An educational or religious institution; (iv) A political party; and (v) A community, civic, or other organization;

(A) "Person" means an individual or entity.

(B) "Person" includes: (i) A partnership, a corporation, a company, an association, or any other business entity; (ii) A not-for-profit corporation or association; (iii) An educational or religious institution; (iv) A political party; and (v) A community, civic, or other organization;

(i) A partnership, a corporation, a company, an association, or any other business entity;

(ii) A not-for-profit corporation or association;

(iii) An educational or religious institution;

(iv) A political party; and

(v) A community, civic, or other organization;

(5) "Photograph" means a reproduction of the image of an individual that readily identifies the individual, whether made by photography, videotape, live transmission, or other means; and

(6) "Successor in interest" means an owner or the beneficial owner of a property right provided by this subchapter under: (A) A transfer, assignment, or license of the property right; or (B) Section 4-75-1104(b)(3) .

(A) A transfer, assignment, or license of the property right; or

(B) Section 4-75-1104(b)(3) .

Added by Act 2016EX3, No. 9,§ 1, eff. 8/22/2016.

Added by Act 2016EX3, No. 8,§ 1, eff. 8/22/2016.
Ark. Code Ann. § 4-88-116 — AR Code / Title 4 / Chapter 88 / Subchapter 1 / Section 4-88-116
Right to jury trial
Status: in_force

Any party in an action brought under § 4-88-113(f) shall have the right to a jury trial if the action was pending or filed on or after August 1, 2017. Added by Act 2017, No. 986,§ 4, eff. 8/1/2017.

Any party in an action brought under § 4-88-113(f) shall have the right to a jury trial if the action was pending or filed on or after August 1, 2017.

Added by Act 2017, No. 986,§ 4, eff. 8/1/2017.
Ark. Code Ann. § 4-47-108 — AR Code / Title 4 / Chapter 47 / Subchapter 1 / Section 4-47-108
Name
Status: in_force

(a) The name of a limited partnership may contain the name of any partner. (b) The name of a limited partnership that is not a limited liability limited partnership must contain the phrase "limited partnership" or the abbreviation "L.P." or "LP" and may not contain the phrase "limited liability limited partnership" or the abbreviation "LLLP" or "L.L.L.P.". (c) The name of a limited liability limited partnership must contain the phrase "limited liability limited partnership" or the abbreviation "LLLP" or "L.L.L.P." and must not contain the abbreviation "L.P." or "LP." (d) Unless authorized by subsection (f), the name of a limited partnership must be distinguishable in the records of the Secretary of State from: (1) the name of each person other than an individual incorporated, organized, or authorized to transact business in this State; and (2) each name reserved under § 4-47-109 or other state laws allowing the reservation or registration of business names, including fictitious name statutes. (e) In determining whether or not a limited liability partnership name is distinguishable under subsection (d) of this section, a limited liability partnership name that is different from the name of another entity or filing is distinguishable unless the only difference is one (1) or more of the following: (1) a suffix; (2) a definite or indefinite article; (3) the word "and" and the symbol "&"; (4) the singular, plural, or possessive form of a word; or (5) a punctuation mark or a symbol. (f) A limited partnership may apply to the Secretary of State for authorization to use a name that does not comply with subsection (d). The Secretary of State shall authorize use of the name applied for if, as to each conflicting name: (1) the present user, registrant, or owner of the conflicting name consents in a signed record to the use and submits an undertaking in a form satisfactory to the Secretary of State to change the conflicting name to a name that complies with subsection (d) and is distinguishable in the records of the Secretary of State from the name applied for; (2) the applicant delivers to the Secretary of State a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use in this State the name applied for; or (3) the applicant delivers to the Secretary of State proof satisfactory to the Secretary of State that the present user, registrant, or owner of the conflicting name: (A) has merged into the applicant; (B) has been converted into the applicant; or (C) has transferred substantially all of its assets, including the conflicting name, to the applicant. (g) Subject to § 4-47-905 , this section applies to any foreign limited partnership transacting business in this State, having a certificate of authority to transact business in this State, or applying for a certificate of authority. Amended by Act 2023, No. 256,§ 11, eff. 8/1/2023. Acts 2007, No. 15, § 1.

(a) The name of a limited partnership may contain the name of any partner.

(b) The name of a limited partnership that is not a limited liability limited partnership must contain the phrase "limited partnership" or the abbreviation "L.P." or "LP" and may not contain the phrase "limited liability limited partnership" or the abbreviation "LLLP" or "L.L.L.P.".

(c) The name of a limited liability limited partnership must contain the phrase "limited liability limited partnership" or the abbreviation "LLLP" or "L.L.L.P." and must not contain the abbreviation "L.P." or "LP."

(d) Unless authorized by subsection (f), the name of a limited partnership must be distinguishable in the records of the Secretary of State from: (1) the name of each person other than an individual incorporated, organized, or authorized to transact business in this State; and (2) each name reserved under § 4-47-109 or other state laws allowing the reservation or registration of business names, including fictitious name statutes.

(1) the name of each person other than an individual incorporated, organized, or authorized to transact business in this State; and

(2) each name reserved under § 4-47-109 or other state laws allowing the reservation or registration of business names, including fictitious name statutes.

(e) In determining whether or not a limited liability partnership name is distinguishable under subsection (d) of this section, a limited liability partnership name that is different from the name of another entity or filing is distinguishable unless the only difference is one (1) or more of the following: (1) a suffix; (2) a definite or indefinite article; (3) the word "and" and the symbol "&"; (4) the singular, plural, or possessive form of a word; or (5) a punctuation mark or a symbol.

(1) a suffix;

(2) a definite or indefinite article;

(3) the word "and" and the symbol "&";

(4) the singular, plural, or possessive form of a word; or

(5) a punctuation mark or a symbol.

(f) A limited partnership may apply to the Secretary of State for authorization to use a name that does not comply with subsection (d). The Secretary of State shall authorize use of the name applied for if, as to each conflicting name: (1) the present user, registrant, or owner of the conflicting name consents in a signed record to the use and submits an undertaking in a form satisfactory to the Secretary of State to change the conflicting name to a name that complies with subsection (d) and is distinguishable in the records of the Secretary of State from the name applied for; (2) the applicant delivers to the Secretary of State a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use in this State the name applied for; or (3) the applicant delivers to the Secretary of State proof satisfactory to the Secretary of State that the present user, registrant, or owner of the conflicting name: (A) has merged into the applicant; (B) has been converted into the applicant; or (C) has transferred substantially all of its assets, including the conflicting name, to the applicant.

(1) the present user, registrant, or owner of the conflicting name consents in a signed record to the use and submits an undertaking in a form satisfactory to the Secretary of State to change the conflicting name to a name that complies with subsection (d) and is distinguishable in the records of the Secretary of State from the name applied for;

(2) the applicant delivers to the Secretary of State a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use in this State the name applied for; or

(3) the applicant delivers to the Secretary of State proof satisfactory to the Secretary of State that the present user, registrant, or owner of the conflicting name: (A) has merged into the applicant; (B) has been converted into the applicant; or (C) has transferred substantially all of its assets, including the conflicting name, to the applicant.

(A) has merged into the applicant;

(B) has been converted into the applicant; or

(C) has transferred substantially all of its assets, including the conflicting name, to the applicant.

(g) Subject to § 4-47-905 , this section applies to any foreign limited partnership transacting business in this State, having a certificate of authority to transact business in this State, or applying for a certificate of authority.

Amended by Act 2023, No. 256,§ 11, eff. 8/1/2023.

Acts 2007, No. 15, § 1.
Ark. Code Ann. § 4-28-414 — AR Code / Title 4 / Chapter 28 / Subchapter 4 / Section 4-28-414
City ordinances provisionally authorized
Status: in_force

Nothing contained in the provisions of this subchapter shall prohibit any city or incorporated town in the State of Arkansas from enacting otherwise lawful ordinances regulating a solicitation of contributions within the limits of the city. Acts 1999, No. 1198, § 14.

Nothing contained in the provisions of this subchapter shall prohibit any city or incorporated town in the State of Arkansas from enacting otherwise lawful ordinances regulating a solicitation of contributions within the limits of the city.

Acts 1999, No. 1198, § 14.
Ark. Code Ann. § 4-46-702 — AR Code / Title 4 / Chapter 46 / Subchapter 7 / Section 4-46-702
Dissociated partner's power to bind and liability to partnership
Status: in_force

(a) For two years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a converted or surviving organization under § 4-46-901 et seq., is bound by an act of the dissociated partner which would have bound the partnership under § 4-46-301 before dissociation only if at the time of entering into the transaction the other party: (1) reasonably believed that the dissociated partner was then a partner; (2) did not have notice of the partner's dissociation; and (3) is not deemed to have had knowledge under § 4-46-303(e) or notice under § 4-46-704(c) . (b) A dissociated partner is liable to the partnership for any damage caused to the partnership arising from an obligation incurred by the dissociated partner after dissociation for which the partnership is liable under subsection (a) of this section. Acts 1999, No. 1518, § 702; 2009, No. 408, § 11.

(a) For two years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a converted or surviving organization under § 4-46-901 et seq., is bound by an act of the dissociated partner which would have bound the partnership under § 4-46-301 before dissociation only if at the time of entering into the transaction the other party: (1) reasonably believed that the dissociated partner was then a partner; (2) did not have notice of the partner's dissociation; and (3) is not deemed to have had knowledge under § 4-46-303(e) or notice under § 4-46-704(c) .

(1) reasonably believed that the dissociated partner was then a partner;

(2) did not have notice of the partner's dissociation; and

(3) is not deemed to have had knowledge under § 4-46-303(e) or notice under § 4-46-704(c) .

(b) A dissociated partner is liable to the partnership for any damage caused to the partnership arising from an obligation incurred by the dissociated partner after dissociation for which the partnership is liable under subsection (a) of this section.

Acts 1999, No. 1518, § 702; 2009, No. 408, § 11.
Ark. Code Ann. § 4-88-1101 — AR Code / Title 4 / Chapter 88 / Subchapter 11 / Section 4-88-1101
Title
Status: in_force

This subchapter shall be known and may be cited as the "Customer Protections for Net-metering Customers Act". Added by Act 2023, No. 278,§ 2, eff. 3/13/2023.

This subchapter shall be known and may be cited as the "Customer Protections for Net-metering Customers Act".

Added by Act 2023, No. 278,§ 2, eff. 3/13/2023.
Ark. Code Ann. § 4-26-303 — AR Code / Title 4 / Chapter 26 / Subchapter 3 / Section 4-26-303
Voting by shareholder classes
Status: in_force

The holders of the outstanding shares of a class shall be entitled to vote as a class upon a proposed amendment, whether or not entitled to vote thereon by the provisions of the articles of incorporation, if the amendment would: (1) Increase or decrease the aggregate number of authorized shares of the class; (2) Increase or decrease the par value of the shares of the class; (3) Effect an exchange, reclassification, or cancellation of all or part of the shares of the class; (4) Effect an exchange or create a right of exchange of all or any part of the shares of another class into the shares of the class; (5) Change the designations, preferences, limitations, or relative rights of the shares of the class; (6) Change the shares of the class, whether with or without par value, into the same or a different number of shares, either with or without par value, of the same class or another class; (7) Create a new class of shares having rights and preferences prior and superior to the shares of the class, or increase the rights and preferences of any class having rights and preferences prior or superior to the shares of the class; (8) In the case of a preferred or special class of shares, divide the shares of the class into series and fix and determine the designation of the different series and the variations in the relative rights and preferences between the shares of the separate series or authorize the board of directors to do so; (9) Limit or deny the existing preemptive rights of the shares of the class; (10) Cancel or otherwise affect dividends on the shares of the class which have accrued but have not been declared. Acts 1965, No. 576, § 61; A.S.A. 1947, § 64-508.

The holders of the outstanding shares of a class shall be entitled to vote as a class upon a proposed amendment, whether or not entitled to vote thereon by the provisions of the articles of incorporation, if the amendment would:

(1) Increase or decrease the aggregate number of authorized shares of the class;

(2) Increase or decrease the par value of the shares of the class;

(3) Effect an exchange, reclassification, or cancellation of all or part of the shares of the class;

(4) Effect an exchange or create a right of exchange of all or any part of the shares of another class into the shares of the class;

(5) Change the designations, preferences, limitations, or relative rights of the shares of the class;

(6) Change the shares of the class, whether with or without par value, into the same or a different number of shares, either with or without par value, of the same class or another class;

(7) Create a new class of shares having rights and preferences prior and superior to the shares of the class, or increase the rights and preferences of any class having rights and preferences prior or superior to the shares of the class;

(8) In the case of a preferred or special class of shares, divide the shares of the class into series and fix and determine the designation of the different series and the variations in the relative rights and preferences between the shares of the separate series or authorize the board of directors to do so;

(9) Limit or deny the existing preemptive rights of the shares of the class;

(10) Cancel or otherwise affect dividends on the shares of the class which have accrued but have not been declared.

Acts 1965, No. 576, § 61; A.S.A. 1947, § 64-508.
Ark. Code Ann. § 4-88-1302 — AR Code / Title 4 / Chapter 88 / Subchapter 13 / Section 4-88-1302
Legislative findings and intent
Status: in_force

(a) The General Assembly finds that: (1) Pornography is creating a public health crisis and is a corroding influence on minors; (2) Due to advances in technology, the widespread availability of the internet, and limited age verification requirements, minors are exposed to pornography at too early of an age; (3) Pornography contributes to the hyper-sexualization of minors; and (4) Pornography may: (A) Lead to: (i) Low self-esteem; (ii) Body image disorders; (iii) An increase in problematic sexual activity at younger ages; (iv) Increased desire among minors to engage in risky sexual behavior; and (v) Difficulty in forming or maintaining positive, intimate relationships; (B) Impact brain development and function; (C) Contribute to emotional and medical illnesses; (D) Shape deviant sexual arousal; and (E) Promote problematic or harmful sexual behaviors and addiction. (b) It is the intent of the General Assembly to provide a civil remedy for damages against commercial entities that distribute material harmful to minors. Added by Act 2023, No. 612,§ 1, eff. 8/1/2023.

(a) The General Assembly finds that: (1) Pornography is creating a public health crisis and is a corroding influence on minors; (2) Due to advances in technology, the widespread availability of the internet, and limited age verification requirements, minors are exposed to pornography at too early of an age; (3) Pornography contributes to the hyper-sexualization of minors; and (4) Pornography may: (A) Lead to: (i) Low self-esteem; (ii) Body image disorders; (iii) An increase in problematic sexual activity at younger ages; (iv) Increased desire among minors to engage in risky sexual behavior; and (v) Difficulty in forming or maintaining positive, intimate relationships; (B) Impact brain development and function; (C) Contribute to emotional and medical illnesses; (D) Shape deviant sexual arousal; and (E) Promote problematic or harmful sexual behaviors and addiction.

(1) Pornography is creating a public health crisis and is a corroding influence on minors;

(2) Due to advances in technology, the widespread availability of the internet, and limited age verification requirements, minors are exposed to pornography at too early of an age;

(3) Pornography contributes to the hyper-sexualization of minors; and

(4) Pornography may: (A) Lead to: (i) Low self-esteem; (ii) Body image disorders; (iii) An increase in problematic sexual activity at younger ages; (iv) Increased desire among minors to engage in risky sexual behavior; and (v) Difficulty in forming or maintaining positive, intimate relationships; (B) Impact brain development and function; (C) Contribute to emotional and medical illnesses; (D) Shape deviant sexual arousal; and (E) Promote problematic or harmful sexual behaviors and addiction.

(A) Lead to: (i) Low self-esteem; (ii) Body image disorders; (iii) An increase in problematic sexual activity at younger ages; (iv) Increased desire among minors to engage in risky sexual behavior; and (v) Difficulty in forming or maintaining positive, intimate relationships;

(i) Low self-esteem;

(ii) Body image disorders;

(iii) An increase in problematic sexual activity at younger ages;

(iv) Increased desire among minors to engage in risky sexual behavior; and

(v) Difficulty in forming or maintaining positive, intimate relationships;

(B) Impact brain development and function;

(C) Contribute to emotional and medical illnesses;

(D) Shape deviant sexual arousal; and

(E) Promote problematic or harmful sexual behaviors and addiction.

(b) It is the intent of the General Assembly to provide a civil remedy for damages against commercial entities that distribute material harmful to minors.

Added by Act 2023, No. 612,§ 1, eff. 8/1/2023.
Ark. Code Ann. § 4-30-113 — AR Code / Title 4 / Chapter 30 / Subchapter 1 / Section 4-30-113
Books and records - Right of inspection
Status: in_force

(a) Each corporation organized under the provisions of this chapter shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its shareholders and board of directors and shall keep at its registered office or principal place of business in this state a record of its shareholders, giving the names and addresses of all shareholders and the number and class of the shares held by each. (b) (1) Any person who shall have been a shareholder of record for at least six (6) months immediately preceding his or her demand shall, upon written demand therefor, be furnished a full itemized accounting of all expenditures of the funds of the corporation during the preceding six-month period and shall have the right to examine, in person or by agent or attorney, at any reasonable time, for any proper purpose, its books and records of account, minutes, and record of shareholders and to make extracts therefrom. (2) Upon refusal by the corporation or by an officer or agent of the corporation to furnish an accounting or to permit an inspection of the corporation's books, records of account, minutes, or record of shareholders as provided in subdivision (b)(1) of this section, the person making demand therefor may file a civil action in the circuit court of the county in which the corporation maintains either its principal place of business or its registered office for the purpose of securing an order of the court directing the corporation, its officers, and agents to comply with the request. (3) The preceding shall be advanced upon the docket of the court, and the court shall hear the parties summarily, by affidavit or otherwise; and if the applicant establishes that he or she is qualified and entitled to the accounting or the inspection, the court shall grant an order for the accounting or the inspection, subject to any limitations which the court may prescribe; and the court may grant such other relief as to the court may seem just and proper. (4) The court may deny or restrict inspection or the request for information if it finds that the shareholder has improperly used information secured through any prior accounting or examination of the books and records of accounts or minutes, or record of shareholders, of the corporation or of any other corporation, or that he or she was not acting in good faith or for a proper purpose in making his or her demand. (c) Upon the written request of any shareholder of a corporation, the corporation shall mail to the shareholder its most recent financial statements showing in reasonable detail its assets and liabilities and the results of its operations. Acts 1921, No. 632, § 10; Pope's Dig., § 2271; Acts 1969, No. 39, § 1; A.S.A. 1947, § 64-1511.

(a) Each corporation organized under the provisions of this chapter shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its shareholders and board of directors and shall keep at its registered office or principal place of business in this state a record of its shareholders, giving the names and addresses of all shareholders and the number and class of the shares held by each.

(b) (1) Any person who shall have been a shareholder of record for at least six (6) months immediately preceding his or her demand shall, upon written demand therefor, be furnished a full itemized accounting of all expenditures of the funds of the corporation during the preceding six-month period and shall have the right to examine, in person or by agent or attorney, at any reasonable time, for any proper purpose, its books and records of account, minutes, and record of shareholders and to make extracts therefrom. (2) Upon refusal by the corporation or by an officer or agent of the corporation to furnish an accounting or to permit an inspection of the corporation's books, records of account, minutes, or record of shareholders as provided in subdivision (b)(1) of this section, the person making demand therefor may file a civil action in the circuit court of the county in which the corporation maintains either its principal place of business or its registered office for the purpose of securing an order of the court directing the corporation, its officers, and agents to comply with the request. (3) The preceding shall be advanced upon the docket of the court, and the court shall hear the parties summarily, by affidavit or otherwise; and if the applicant establishes that he or she is qualified and entitled to the accounting or the inspection, the court shall grant an order for the accounting or the inspection, subject to any limitations which the court may prescribe; and the court may grant such other relief as to the court may seem just and proper. (4) The court may deny or restrict inspection or the request for information if it finds that the shareholder has improperly used information secured through any prior accounting or examination of the books and records of accounts or minutes, or record of shareholders, of the corporation or of any other corporation, or that he or she was not acting in good faith or for a proper purpose in making his or her demand.

(1) Any person who shall have been a shareholder of record for at least six (6) months immediately preceding his or her demand shall, upon written demand therefor, be furnished a full itemized accounting of all expenditures of the funds of the corporation during the preceding six-month period and shall have the right to examine, in person or by agent or attorney, at any reasonable time, for any proper purpose, its books and records of account, minutes, and record of shareholders and to make extracts therefrom.

(2) Upon refusal by the corporation or by an officer or agent of the corporation to furnish an accounting or to permit an inspection of the corporation's books, records of account, minutes, or record of shareholders as provided in subdivision (b)(1) of this section, the person making demand therefor may file a civil action in the circuit court of the county in which the corporation maintains either its principal place of business or its registered office for the purpose of securing an order of the court directing the corporation, its officers, and agents to comply with the request.

(3) The preceding shall be advanced upon the docket of the court, and the court shall hear the parties summarily, by affidavit or otherwise; and if the applicant establishes that he or she is qualified and entitled to the accounting or the inspection, the court shall grant an order for the accounting or the inspection, subject to any limitations which the court may prescribe; and the court may grant such other relief as to the court may seem just and proper.

(4) The court may deny or restrict inspection or the request for information if it finds that the shareholder has improperly used information secured through any prior accounting or examination of the books and records of accounts or minutes, or record of shareholders, of the corporation or of any other corporation, or that he or she was not acting in good faith or for a proper purpose in making his or her demand.

(c) Upon the written request of any shareholder of a corporation, the corporation shall mail to the shareholder its most recent financial statements showing in reasonable detail its assets and liabilities and the results of its operations.

Acts 1921, No. 632, § 10; Pope's Dig., § 2271; Acts 1969, No. 39, § 1; A.S.A. 1947, § 64-1511.
Ark. Code Ann. § 4-46-705 — AR Code / Title 4 / Chapter 46 / Subchapter 7 / Section 4-46-705
Continued use of partnership name
Status: in_force

Continued use of a partnership name, or a dissociated partner's name as part thereof, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business. Acts 1999, No. 1518, § 705.

Continued use of a partnership name, or a dissociated partner's name as part thereof, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business.

Acts 1999, No. 1518, § 705.
Ark. Code Ann. § 4-113-104 — AR Code / Title 4 / Chapter 113 / Section 4-113-104
[Repealed]
Status: repealed

Amended by Act 2019, No. 910,§ 130, eff. 7/1/2019. Amended by Act 2019, No. 910,§ 129, eff. 7/1/2019. Repealed by Act 2019, No. 1091,§ 1, eff. 7/24/2019. Amended by Act 2015EX1, No. 8,§ 64, eff. 7/1/2015. Amended by Act 2015EX1, No. 7,§ 64, eff. 7/1/2015. Acts 2007, No. 604, § 1; 2009, No. 947, § 3; 2011, No. 599, § 1.

Amended by Act 2019, No. 910,§ 130, eff. 7/1/2019.

Amended by Act 2019, No. 910,§ 129, eff. 7/1/2019.

Repealed by Act 2019, No. 1091,§ 1, eff. 7/24/2019.

Amended by Act 2015EX1, No. 8,§ 64, eff. 7/1/2015.

Amended by Act 2015EX1, No. 7,§ 64, eff. 7/1/2015.

Acts 2007, No. 604, § 1; 2009, No. 947, § 3; 2011, No. 599, § 1.
Ark. Code Ann. § 4-59-213 — AR Code / Title 4 / Chapter 59 / Subchapter 2 / Section 4-59-213
Uniformity of application and construction
Status: in_force

This subchapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this subchapter among states enacting it. Amended by Act 2017, No. 1086,§ 1, eff. 8/1/2017. Acts 1987, No. 967, § 13.

This subchapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this subchapter among states enacting it.

Amended by Act 2017, No. 1086,§ 1, eff. 8/1/2017.

Acts 1987, No. 967, § 13.
Ark. Code Ann. § 4-18-330 — AR Code / Title 4 / Chapter 18 / Subchapter 3 / Section 4-18-330
Fruit and commodities - Packing, selling, pledging, etc., with fraudulent intent - Penalty
Status: in_force

(a) Any person who packs any fruit or other merchantable commodity with the fraudulent intent of misrepresenting the contents, either as to quality or quantity, shall on conviction be punished by a fine not exceeding one thousand dollars ($1,000) or imprisonment not exceeding one (1) year, or both. (b) Any person who sells or pledges any commodity, knowing it to be packed in a fraudulent manner with the intent to cheat and deceive, shall on conviction be assessed a civil penalty as provided in § 4-18-323 . Acts 2005, No. 914, § 5.

(a) Any person who packs any fruit or other merchantable commodity with the fraudulent intent of misrepresenting the contents, either as to quality or quantity, shall on conviction be punished by a fine not exceeding one thousand dollars ($1,000) or imprisonment not exceeding one (1) year, or both.

(b) Any person who sells or pledges any commodity, knowing it to be packed in a fraudulent manner with the intent to cheat and deceive, shall on conviction be assessed a civil penalty as provided in § 4-18-323 .

Acts 2005, No. 914, § 5.
Ark. Code Ann. § 4-96-306 — AR Code / Title 4 / Chapter 96 / Subchapter 3 / Section 4-96-306
Affirmative defenses
Status: in_force

It is an affirmative defense to a claim under this subchapter that: (1) A defect or condition does not substantially impair the use, value, or safety of the farm machinery; (2) A nonconformity is the result of an accident, abuse, neglect, or unauthorized modification or alteration of the farm machinery by a person other than the manufacturer, agent of a manufacturer, distributor, or an authorized dealer; (3) A claim by the consumer was not filed in good faith; or (4) There are other defenses allowed by law that may be raised against the claim. Amended by Act 2021, No. 465,§ 1, eff. 7/28/2021. Added by Act 2019, No. 588,§ 1, eff. 7/24/2019.

It is an affirmative defense to a claim under this subchapter that:

(1) A defect or condition does not substantially impair the use, value, or safety of the farm machinery;

(2) A nonconformity is the result of an accident, abuse, neglect, or unauthorized modification or alteration of the farm machinery by a person other than the manufacturer, agent of a manufacturer, distributor, or an authorized dealer;

(3) A claim by the consumer was not filed in good faith; or

(4) There are other defenses allowed by law that may be raised against the claim.

Amended by Act 2021, No. 465,§ 1, eff. 7/28/2021.

Added by Act 2019, No. 588,§ 1, eff. 7/24/2019.
Ark. Code Ann. § 4-27-1908 — AR Code / Title 4 / Chapter 27 / Subchapter 19 / Section 4-27-1908
Noncompliance
Status: in_force

(a) If a person that holds a state business license fails to comply with this subchapter or any rule of the Secretary of State adopted under this subchapter, the Secretary of State may revoke or suspend the state business license of the person as determined by the Secretary of State. (b) If a state business license is suspended or revoked, the Secretary of State shall provide written notice of the action to the licensee. (c) The Secretary of State shall not issue a new license to the former holder of a revoked state business license unless the Secretary of State finds that the applicant is complying with this subchapter and the rules of the Secretary of State adopted under this subchapter. Added by Act 2015, No. 1190,§ 2, eff. 7/22/2015.

(a) If a person that holds a state business license fails to comply with this subchapter or any rule of the Secretary of State adopted under this subchapter, the Secretary of State may revoke or suspend the state business license of the person as determined by the Secretary of State.

(b) If a state business license is suspended or revoked, the Secretary of State shall provide written notice of the action to the licensee.

(c) The Secretary of State shall not issue a new license to the former holder of a revoked state business license unless the Secretary of State finds that the applicant is complying with this subchapter and the rules of the Secretary of State adopted under this subchapter.

Added by Act 2015, No. 1190,§ 2, eff. 7/22/2015.
Ark. Code Ann. § 4-111-105 — AR Code / Title 4 / Chapter 111 / Section 4-111-105
Use of Spyware Monitoring Fund
Status: in_force

(a) All fines and penalties collected under § 4-111-104 shall be paid to the Treasurer of State for the benefit of the Spyware Monitoring Fund to be used by the Attorney General to: (1) Investigate potential violations and enforce the provisions of this subchapter; and (2) Establish and maintain a website to: (A) Provide information concerning: (i) The availability of computer software to combat spyware; and (ii) False representations about the effectiveness of specific antispyware software; (B) Promote consumer awareness about spyware, antispyware, and computer fraud; (C) Educate consumers about: (i) Spyware, computer fraud, and the effects of spyware and computer fraud upon consumer privacy and computer systems; and (ii) How to access or obtain computer software to combat spyware; and (D) Provide consumers with links to antispyware websites with helpful information. (b) The Attorney General is authorized to request an appropriation from the fund to offset his or her salary and administrative expenses directly related to the enforcement of this subchapter and the administration of the website. Acts 2005, No. 2255, § 1.

(a) All fines and penalties collected under § 4-111-104 shall be paid to the Treasurer of State for the benefit of the Spyware Monitoring Fund to be used by the Attorney General to: (1) Investigate potential violations and enforce the provisions of this subchapter; and (2) Establish and maintain a website to: (A) Provide information concerning: (i) The availability of computer software to combat spyware; and (ii) False representations about the effectiveness of specific antispyware software; (B) Promote consumer awareness about spyware, antispyware, and computer fraud; (C) Educate consumers about: (i) Spyware, computer fraud, and the effects of spyware and computer fraud upon consumer privacy and computer systems; and (ii) How to access or obtain computer software to combat spyware; and (D) Provide consumers with links to antispyware websites with helpful information.

(1) Investigate potential violations and enforce the provisions of this subchapter; and

(2) Establish and maintain a website to: (A) Provide information concerning: (i) The availability of computer software to combat spyware; and (ii) False representations about the effectiveness of specific antispyware software; (B) Promote consumer awareness about spyware, antispyware, and computer fraud; (C) Educate consumers about: (i) Spyware, computer fraud, and the effects of spyware and computer fraud upon consumer privacy and computer systems; and (ii) How to access or obtain computer software to combat spyware; and (D) Provide consumers with links to antispyware websites with helpful information.

(A) Provide information concerning: (i) The availability of computer software to combat spyware; and (ii) False representations about the effectiveness of specific antispyware software;

(i) The availability of computer software to combat spyware; and

(ii) False representations about the effectiveness of specific antispyware software;

(B) Promote consumer awareness about spyware, antispyware, and computer fraud;

(C) Educate consumers about: (i) Spyware, computer fraud, and the effects of spyware and computer fraud upon consumer privacy and computer systems; and (ii) How to access or obtain computer software to combat spyware; and

(i) Spyware, computer fraud, and the effects of spyware and computer fraud upon consumer privacy and computer systems; and

(ii) How to access or obtain computer software to combat spyware; and

(D) Provide consumers with links to antispyware websites with helpful information.

(b) The Attorney General is authorized to request an appropriation from the fund to offset his or her salary and administrative expenses directly related to the enforcement of this subchapter and the administration of the website.

Acts 2005, No. 2255, § 1.
Ark. Code Ann. § 4-5-110 — AR Code / Title 4 / Chapter 5 / Section 4-5-110
Warranties
Status: in_force

(a) If its presentation is honored, the beneficiary warrants: (1) to the issuer, any other person to whom presentation is made, and the applicant that there is no fraud or forgery of the kind described in § 4-5-109(a) ; and (2) to the applicant that the drawing does not violate any agreement between the applicant and beneficiary or any other agreement intended by them to be augmented by the letter of credit. (b) The warranties in subsection (a) of this section are in addition to warranties arising under Chapters 3, 4, 7, and 8 because of the presentation or transfer of documents covered by any of those chapters. Acts 1997, No. 1070, § 1.

(a) If its presentation is honored, the beneficiary warrants: (1) to the issuer, any other person to whom presentation is made, and the applicant that there is no fraud or forgery of the kind described in § 4-5-109(a) ; and (2) to the applicant that the drawing does not violate any agreement between the applicant and beneficiary or any other agreement intended by them to be augmented by the letter of credit.

(1) to the issuer, any other person to whom presentation is made, and the applicant that there is no fraud or forgery of the kind described in § 4-5-109(a) ; and

(2) to the applicant that the drawing does not violate any agreement between the applicant and beneficiary or any other agreement intended by them to be augmented by the letter of credit.

(b) The warranties in subsection (a) of this section are in addition to warranties arising under Chapters 3, 4, 7, and 8 because of the presentation or transfer of documents covered by any of those chapters.

Acts 1997, No. 1070, § 1.
Ark. Code Ann. § 4-28-211 — AR Code / Title 4 / Chapter 28 / Subchapter 2 / Section 4-28-211
Board of directors
Status: in_force

(a) The directors constituting the first board of directors shall be named in the articles of incorporation and shall hold office until their successors have been elected and qualified. Thereafter, the board of directors shall be elected by vote of the entire membership of the corporation. (b) The number of directors shall be fixed by the articles of incorporation except that they shall not be fewer than three (3). (c) The terms of office of the board of directors shall be fixed by the articles of incorporation. However, the terms of office for a perpetually existing corporation shall be not less than one (1) year nor more than six (6) years, and the terms of office for a corporation of limited duration shall be for not more than one-third (1/3) of the stated period of duration. (d) Nothing contained in this section shall prevent the staggering of the terms of office of the board of directors, but in no case may a director or directors hold office for longer than his or her specified term, except by reelection as provided in the articles of incorporation and in a manner consistent with the Arkansas Nonprofit Corporation Act, §§ 4-28-201 - 4-28-206 and 4-28-209 - 4-28-224 . Acts 1963, No. 176, § 10; A.S.A. 1947, § 64-1910.

(a) The directors constituting the first board of directors shall be named in the articles of incorporation and shall hold office until their successors have been elected and qualified. Thereafter, the board of directors shall be elected by vote of the entire membership of the corporation.

(b) The number of directors shall be fixed by the articles of incorporation except that they shall not be fewer than three (3).

(c) The terms of office of the board of directors shall be fixed by the articles of incorporation. However, the terms of office for a perpetually existing corporation shall be not less than one (1) year nor more than six (6) years, and the terms of office for a corporation of limited duration shall be for not more than one-third (1/3) of the stated period of duration.

(d) Nothing contained in this section shall prevent the staggering of the terms of office of the board of directors, but in no case may a director or directors hold office for longer than his or her specified term, except by reelection as provided in the articles of incorporation and in a manner consistent with the Arkansas Nonprofit Corporation Act, §§ 4-28-201 - 4-28-206 and 4-28-209 - 4-28-224 .

Acts 1963, No. 176, § 10; A.S.A. 1947, § 64-1910.
Ark. Code Ann. § 4-71-203 — AR Code / Title 4 / Chapter 71 / Subchapter 2 / Section 4-71-203
Application for registration
Status: in_force

(a) Subject to the limitations set forth in this subchapter, any person who uses a mark may file in the office of the Secretary of State, in a manner complying with the requirements of the Secretary of State, an application for registration of that mark setting forth, but not limited to, the following information: (1) The name and business address of the person applying for such registration and, if a corporation, the state of incorporation, or if a partnership, the state in which the partnership is organized and the names of the general partners, as specified by the Secretary of State; (2) The goods or services on or in connection with which the mark is used and the mode or manner in which the mark is used on or in connection with such goods or services and the class in which such goods or services fall; (3) The date when the mark was first used anywhere and the date when it was first used in this state by the applicant or predecessor in interest; and (4) A statement that the applicant is the owner of the mark, that the mark is in use, and that, to the knowledge of the person verifying the application, no other person has registered, either federally or in this state, or has the right to use such mark either in the identical form thereof or in such near resemblance thereto as to be likely, when applied to the goods or services of such other person, to cause confusion or mistake or to deceive. (b) (1) The Secretary of State may also require a statement as to whether an application to register the mark, or portions or a composite thereof, has been filed by the applicant or a predecessor in interest in the United States Patent and Trademark Office and, if so, the applicant shall provide full particulars with respect thereto, including the filing date and serial number of each application, the status thereof, and, if any application was finally refused registration or has otherwise not resulted in registration, the reasons therefor. (2) The Secretary of State may also require that a drawing of the mark, complying with such requirements as the Secretary of State may specify, accompany the application. (3) The application shall be signed and verified by oath, affirmation, or declaration subject to perjury laws by the applicant or by a member of the firm or an officer of the corporation or association applying. (4) The application shall be accompanied by three (3) specimens showing the mark as actually used. (5) The application shall be accompanied by the application fee payable to the Secretary of State. Acts 1997, No. 1109, § 3.

(a) Subject to the limitations set forth in this subchapter, any person who uses a mark may file in the office of the Secretary of State, in a manner complying with the requirements of the Secretary of State, an application for registration of that mark setting forth, but not limited to, the following information: (1) The name and business address of the person applying for such registration and, if a corporation, the state of incorporation, or if a partnership, the state in which the partnership is organized and the names of the general partners, as specified by the Secretary of State; (2) The goods or services on or in connection with which the mark is used and the mode or manner in which the mark is used on or in connection with such goods or services and the class in which such goods or services fall; (3) The date when the mark was first used anywhere and the date when it was first used in this state by the applicant or predecessor in interest; and (4) A statement that the applicant is the owner of the mark, that the mark is in use, and that, to the knowledge of the person verifying the application, no other person has registered, either federally or in this state, or has the right to use such mark either in the identical form thereof or in such near resemblance thereto as to be likely, when applied to the goods or services of such other person, to cause confusion or mistake or to deceive.

(1) The name and business address of the person applying for such registration and, if a corporation, the state of incorporation, or if a partnership, the state in which the partnership is organized and the names of the general partners, as specified by the Secretary of State;

(2) The goods or services on or in connection with which the mark is used and the mode or manner in which the mark is used on or in connection with such goods or services and the class in which such goods or services fall;

(3) The date when the mark was first used anywhere and the date when it was first used in this state by the applicant or predecessor in interest; and

(4) A statement that the applicant is the owner of the mark, that the mark is in use, and that, to the knowledge of the person verifying the application, no other person has registered, either federally or in this state, or has the right to use such mark either in the identical form thereof or in such near resemblance thereto as to be likely, when applied to the goods or services of such other person, to cause confusion or mistake or to deceive.

(b) (1) The Secretary of State may also require a statement as to whether an application to register the mark, or portions or a composite thereof, has been filed by the applicant or a predecessor in interest in the United States Patent and Trademark Office and, if so, the applicant shall provide full particulars with respect thereto, including the filing date and serial number of each application, the status thereof, and, if any application was finally refused registration or has otherwise not resulted in registration, the reasons therefor. (2) The Secretary of State may also require that a drawing of the mark, complying with such requirements as the Secretary of State may specify, accompany the application. (3) The application shall be signed and verified by oath, affirmation, or declaration subject to perjury laws by the applicant or by a member of the firm or an officer of the corporation or association applying. (4) The application shall be accompanied by three (3) specimens showing the mark as actually used. (5) The application shall be accompanied by the application fee payable to the Secretary of State.

(1) The Secretary of State may also require a statement as to whether an application to register the mark, or portions or a composite thereof, has been filed by the applicant or a predecessor in interest in the United States Patent and Trademark Office and, if so, the applicant shall provide full particulars with respect thereto, including the filing date and serial number of each application, the status thereof, and, if any application was finally refused registration or has otherwise not resulted in registration, the reasons therefor.

(2) The Secretary of State may also require that a drawing of the mark, complying with such requirements as the Secretary of State may specify, accompany the application.

(3) The application shall be signed and verified by oath, affirmation, or declaration subject to perjury laws by the applicant or by a member of the firm or an officer of the corporation or association applying.

(4) The application shall be accompanied by three (3) specimens showing the mark as actually used.

(5) The application shall be accompanied by the application fee payable to the Secretary of State.

Acts 1997, No. 1109, § 3.
Ark. Code Ann. § 4-88-104 — AR Code / Title 4 / Chapter 88 / Subchapter 1 / Section 4-88-104
Injunctions
Status: in_force

In addition to the criminal penalty imposed hereunder, the Attorney General of this state shall have authority, acting through the Consumer Counsel of Arkansas, to file an action in the court designated in § 4-88-112 for civil enforcement of the provisions of this chapter, including, but not limited to, the seeking of restitution and the seeking of an injunction prohibiting any person from engaging in any deceptive or unlawful practice prohibited by this chapter. Acts 1971, No. 92, § 8; A.S.A. 1947, § 70-908; Acts 1991, No. 1177, § 3; 1995, No. 836, § 1.

In addition to the criminal penalty imposed hereunder, the Attorney General of this state shall have authority, acting through the Consumer Counsel of Arkansas, to file an action in the court designated in § 4-88-112 for civil enforcement of the provisions of this chapter, including, but not limited to, the seeking of restitution and the seeking of an injunction prohibiting any person from engaging in any deceptive or unlawful practice prohibited by this chapter.

Acts 1971, No. 92, § 8; A.S.A. 1947, § 70-908; Acts 1991, No. 1177, § 3; 1995, No. 836, § 1.
Ark. Code Ann. § 4-37-603 — AR Code / Title 4 / Chapter 37 / Subchapter 6 / Section 4-37-603
Restriction on entity transaction involving protected series
Status: in_force

A series limited liability company may not be: (1) an acquiring, acquired, converting, converted, domesticating, or domesticated entity; or (2) except as otherwise provided in § 4-37-604 , a party to or the surviving company of a merger. Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.

A series limited liability company may not be:

(1) an acquiring, acquired, converting, converted, domesticating, or domesticated entity; or

(2) except as otherwise provided in § 4-37-604 , a party to or the surviving company of a merger.

Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.
Ark. Code Ann. § 4-37-606 — AR Code / Title 4 / Chapter 37 / Subchapter 6 / Section 4-37-606
Statement of merger
Status: in_force

In a merger under § 4-37-604 , the statement of merger must: (1) comply with § 4-38-1025 ; and (2) include as an attachment the following records, each to become effective when the merger becomes effective: (A) for a protected series of a merging company being terminated as a result of the merger, a statement of termination signed by the company; (B) for a protected series of a non-surviving company which after the merger will be a relocated protected series: (i) a statement of relocation signed by the non-surviving company which contains the name of the company and the name of the protected series before and after the merger; and (ii) a statement of protected series designation signed by the surviving company; and (C) for a protected series being established by the surviving company as a result of the merger, a statement of designation signed by the company. Amended by Act 2021, No. 1041,§ 22, eff. 7/28/2021. Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.

In a merger under § 4-37-604 , the statement of merger must:

(1) comply with § 4-38-1025 ; and

(2) include as an attachment the following records, each to become effective when the merger becomes effective: (A) for a protected series of a merging company being terminated as a result of the merger, a statement of termination signed by the company; (B) for a protected series of a non-surviving company which after the merger will be a relocated protected series: (i) a statement of relocation signed by the non-surviving company which contains the name of the company and the name of the protected series before and after the merger; and (ii) a statement of protected series designation signed by the surviving company; and (C) for a protected series being established by the surviving company as a result of the merger, a statement of designation signed by the company.

(A) for a protected series of a merging company being terminated as a result of the merger, a statement of termination signed by the company;

(B) for a protected series of a non-surviving company which after the merger will be a relocated protected series: (i) a statement of relocation signed by the non-surviving company which contains the name of the company and the name of the protected series before and after the merger; and (ii) a statement of protected series designation signed by the surviving company; and

(i) a statement of relocation signed by the non-surviving company which contains the name of the company and the name of the protected series before and after the merger; and

(ii) a statement of protected series designation signed by the surviving company; and

(C) for a protected series being established by the surviving company as a result of the merger, a statement of designation signed by the company.

Amended by Act 2021, No. 1041,§ 22, eff. 7/28/2021.

Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.
Ark. Code Ann. § 4-96-302 — AR Code / Title 4 / Chapter 96 / Subchapter 3 / Section 4-96-302
Definitions
Status: in_force

As used in this subchapter: (1) "Authorized dealer" means an individual, corporation, or limited liability company authorized by the manufacturer or distributor to sell, barter, or exchange a particular make of new farm machinery; (2) "Collateral charges" means any reasonable additional charge to a consumer not directly attributable to the aggregate purchase price of the farm machinery; (3) "Comparable farm machinery" means an identical or reasonable replacement piece of farm machinery; (4) "Consumer" means a purchaser or lessee of new farm machinery, other than for purposes of resale, or a person entitled to enforce the obligations of the warranty during the duration of the farm machinery quality assurance period; (5) (A) "Farm machinery" means self-propelled equipment or machinery typically used for agricultural purposes that is purchased or leased for the first time from a manufacturer, distributor, or an authorized dealer. (B) "Farm machinery" includes farm machinery propelled by power other than physical power if the farm machinery is not an off-road vehicle, an all-terrain vehicle as defined under § 27-21-102 , equipment under twenty-five horsepower (25 h.p.), lawn tractors, or lawn mowers; (6) "Farm machinery quality assurance period" means a period of time that: (A) Begins: (i) On the date of original delivery of farm machinery; or (ii) In the case of a replacement piece of farm machinery provided by a manufacturer to a consumer under this subchapter, on the date of delivery of the replacement vehicle to the consumer; and (B) Ends twelve (12) months after the date of the original delivery of the farm machinery to a consumer, or the first six hundred (600) hours of operation attributable to the consumer, whichever is earlier; (7) "Nonconformity" means any condition of farm machinery that: (A) Does not conform with the terms of an express warranty issued by a manufacturer to a consumer; (B) Significantly impairs the use, value, or safety of the farm machinery; and (C) Does not arise or occur as a result of abuse or neglect, including without limitation failure to operate and maintain the farm machinery according to the manufacturer's operator manual and recommended maintenance of the farm machinery; (8) "Reasonable allowance for consumer use" means an amount attributable to use by a consumer: (A) Before the consumer's first report of the nonconformity to the manufacturer or authorized dealer of the farm machinery; (B) During any period of use of the farm machinery subsequent to the first report of nonconformity if the farm machinery is not out of service by reason of repair of the reported nonconformity; and (C) Of the farm machinery provided by the manufacturer or its authorized dealer while the farm machinery is out of service by reason of repair of the reported nonconformity, but not less than the fair lease value of the farm machinery; (9) "Seller" means a retail seller of the farm machinery as evidenced by the purchase order or lease agreement, that may be a dealer, distributor, manufacturer, or manufacturer's agent; and (10) (A) "Warranty" means a written warranty, as labeled, issued by a manufacturer of new farm machinery or an affirmation of fact or promise made by the manufacturer, including any terms or conditions precedent to the enforcement of obligations under that warranty in connection with the sale or lease of farm machinery to a consumer concerning the nature of the material or workmanship that affirms or promises that the material or workmanship is free of defects or will meet a specified level of performance. (B) "Warranty" does not include a statement or expression made by an authorized dealer. Added by Act 2019, No. 588,§ 1, eff. 7/24/2019.

As used in this subchapter:

(1) "Authorized dealer" means an individual, corporation, or limited liability company authorized by the manufacturer or distributor to sell, barter, or exchange a particular make of new farm machinery;

(2) "Collateral charges" means any reasonable additional charge to a consumer not directly attributable to the aggregate purchase price of the farm machinery;

(3) "Comparable farm machinery" means an identical or reasonable replacement piece of farm machinery;

(4) "Consumer" means a purchaser or lessee of new farm machinery, other than for purposes of resale, or a person entitled to enforce the obligations of the warranty during the duration of the farm machinery quality assurance period;

(5) (A) "Farm machinery" means self-propelled equipment or machinery typically used for agricultural purposes that is purchased or leased for the first time from a manufacturer, distributor, or an authorized dealer. (B) "Farm machinery" includes farm machinery propelled by power other than physical power if the farm machinery is not an off-road vehicle, an all-terrain vehicle as defined under § 27-21-102 , equipment under twenty-five horsepower (25 h.p.), lawn tractors, or lawn mowers;

(A) "Farm machinery" means self-propelled equipment or machinery typically used for agricultural purposes that is purchased or leased for the first time from a manufacturer, distributor, or an authorized dealer.

(B) "Farm machinery" includes farm machinery propelled by power other than physical power if the farm machinery is not an off-road vehicle, an all-terrain vehicle as defined under § 27-21-102 , equipment under twenty-five horsepower (25 h.p.), lawn tractors, or lawn mowers;

(6) "Farm machinery quality assurance period" means a period of time that: (A) Begins: (i) On the date of original delivery of farm machinery; or (ii) In the case of a replacement piece of farm machinery provided by a manufacturer to a consumer under this subchapter, on the date of delivery of the replacement vehicle to the consumer; and (B) Ends twelve (12) months after the date of the original delivery of the farm machinery to a consumer, or the first six hundred (600) hours of operation attributable to the consumer, whichever is earlier;

(A) Begins: (i) On the date of original delivery of farm machinery; or (ii) In the case of a replacement piece of farm machinery provided by a manufacturer to a consumer under this subchapter, on the date of delivery of the replacement vehicle to the consumer; and

(i) On the date of original delivery of farm machinery; or

(ii) In the case of a replacement piece of farm machinery provided by a manufacturer to a consumer under this subchapter, on the date of delivery of the replacement vehicle to the consumer; and

(B) Ends twelve (12) months after the date of the original delivery of the farm machinery to a consumer, or the first six hundred (600) hours of operation attributable to the consumer, whichever is earlier;

(7) "Nonconformity" means any condition of farm machinery that: (A) Does not conform with the terms of an express warranty issued by a manufacturer to a consumer; (B) Significantly impairs the use, value, or safety of the farm machinery; and (C) Does not arise or occur as a result of abuse or neglect, including without limitation failure to operate and maintain the farm machinery according to the manufacturer's operator manual and recommended maintenance of the farm machinery;

(A) Does not conform with the terms of an express warranty issued by a manufacturer to a consumer;

(B) Significantly impairs the use, value, or safety of the farm machinery; and

(C) Does not arise or occur as a result of abuse or neglect, including without limitation failure to operate and maintain the farm machinery according to the manufacturer's operator manual and recommended maintenance of the farm machinery;

(8) "Reasonable allowance for consumer use" means an amount attributable to use by a consumer: (A) Before the consumer's first report of the nonconformity to the manufacturer or authorized dealer of the farm machinery; (B) During any period of use of the farm machinery subsequent to the first report of nonconformity if the farm machinery is not out of service by reason of repair of the reported nonconformity; and (C) Of the farm machinery provided by the manufacturer or its authorized dealer while the farm machinery is out of service by reason of repair of the reported nonconformity, but not less than the fair lease value of the farm machinery;

(A) Before the consumer's first report of the nonconformity to the manufacturer or authorized dealer of the farm machinery;

(B) During any period of use of the farm machinery subsequent to the first report of nonconformity if the farm machinery is not out of service by reason of repair of the reported nonconformity; and

(C) Of the farm machinery provided by the manufacturer or its authorized dealer while the farm machinery is out of service by reason of repair of the reported nonconformity, but not less than the fair lease value of the farm machinery;

(9) "Seller" means a retail seller of the farm machinery as evidenced by the purchase order or lease agreement, that may be a dealer, distributor, manufacturer, or manufacturer's agent; and

(10) (A) "Warranty" means a written warranty, as labeled, issued by a manufacturer of new farm machinery or an affirmation of fact or promise made by the manufacturer, including any terms or conditions precedent to the enforcement of obligations under that warranty in connection with the sale or lease of farm machinery to a consumer concerning the nature of the material or workmanship that affirms or promises that the material or workmanship is free of defects or will meet a specified level of performance. (B) "Warranty" does not include a statement or expression made by an authorized dealer.

(A) "Warranty" means a written warranty, as labeled, issued by a manufacturer of new farm machinery or an affirmation of fact or promise made by the manufacturer, including any terms or conditions precedent to the enforcement of obligations under that warranty in connection with the sale or lease of farm machinery to a consumer concerning the nature of the material or workmanship that affirms or promises that the material or workmanship is free of defects or will meet a specified level of performance.

(B) "Warranty" does not include a statement or expression made by an authorized dealer.

Added by Act 2019, No. 588,§ 1, eff. 7/24/2019.
Ark. Code Ann. § 4-96-303 — AR Code / Title 4 / Chapter 96 / Subchapter 3 / Section 4-96-303
Disclosure by seller
Status: in_force

(a) (1) When a consumer purchases or leases farm machinery from a seller, the seller shall at the time of purchase or lease transaction: (A) Provide to the consumer a written statement that adequately discloses and explains the rights and obligations of a consumer under this subchapter; (B) Obtain a signed acknowledgment from the consumer of the receipt of the written statement described in subdivision (a)(1)(A) of this section; and (C) For self-propelled farm machinery, maintain copies of the consumer's signed acknowledgment for at least the period equal to the term of coverage of the manufacturer's warranty. (2) It is a violation of this subchapter for a seller to fail to provide to a consumer the written statement required under subdivision (a)(1)(A) of this section. (b) (1) The Consumer Protection Division shall prepare and make available, in either print or by electronic form, a written statement as described in subdivision (a)(1)(A) of this section that includes the telephone number of the division that the consumer can call to obtain information regarding his or her rights and obligations under this subchapter. (2) It is a violation of this subchapter for a seller to fail to provide to a consumer the written statement described in subdivision (b)(1) of this section. (c) For each failure of the seller to provide to a consumer the written statement required under this section or failure to retain a signed acknowledgement form, the seller shall be liable to the state for a civil penalty of not less than twenty-five dollars ($25.00) but no more than one thousand dollars ($1,000). (d) (1) A seller shall clearly and conspicuously disclose to the consumer that written notice of a nonconformity is required before the buyer may be eligible for a refund or replacement of the farm machinery. (2) At the time of acquisition of farm machinery, a seller shall provide the consumer with conspicuous notice of the address and phone number for the manufacturer, distributor, or authorized dealer at the time of acquisition of farm machinery to which the buyer shall send notification of a nonconformity. (e) (1) If farm machinery does not conform to any applicable express warranties and the consumer provides written notice by certified mail to the manufacturer, distributor, or authorized dealer demanding correction or repair of the nonconformity during the term of the express warranty or during the farm machinery quality assurance period, whichever period expires earlier, the manufacturer, agent of a manufacturer, distributor, or an authorized dealer shall make any necessary repairs to conform the farm machinery to the express warranties, notwithstanding the fact that the repairs are made after the expiration of the term of the express warranty or farm machinery quality assurance period. (2) For self-propelled farm machinery, this section is limited to warranty coverage for the engine, transmission, and power train. (f) This subchapter applies to farm machinery sold on or after January 1, 2020. Added by Act 2019, No. 588,§ 1, eff. 7/24/2019.

(a) (1) When a consumer purchases or leases farm machinery from a seller, the seller shall at the time of purchase or lease transaction: (A) Provide to the consumer a written statement that adequately discloses and explains the rights and obligations of a consumer under this subchapter; (B) Obtain a signed acknowledgment from the consumer of the receipt of the written statement described in subdivision (a)(1)(A) of this section; and (C) For self-propelled farm machinery, maintain copies of the consumer's signed acknowledgment for at least the period equal to the term of coverage of the manufacturer's warranty. (2) It is a violation of this subchapter for a seller to fail to provide to a consumer the written statement required under subdivision (a)(1)(A) of this section.

(1) When a consumer purchases or leases farm machinery from a seller, the seller shall at the time of purchase or lease transaction: (A) Provide to the consumer a written statement that adequately discloses and explains the rights and obligations of a consumer under this subchapter; (B) Obtain a signed acknowledgment from the consumer of the receipt of the written statement described in subdivision (a)(1)(A) of this section; and (C) For self-propelled farm machinery, maintain copies of the consumer's signed acknowledgment for at least the period equal to the term of coverage of the manufacturer's warranty.

(A) Provide to the consumer a written statement that adequately discloses and explains the rights and obligations of a consumer under this subchapter;

(B) Obtain a signed acknowledgment from the consumer of the receipt of the written statement described in subdivision (a)(1)(A) of this section; and

(C) For self-propelled farm machinery, maintain copies of the consumer's signed acknowledgment for at least the period equal to the term of coverage of the manufacturer's warranty.

(2) It is a violation of this subchapter for a seller to fail to provide to a consumer the written statement required under subdivision (a)(1)(A) of this section.

(b) (1) The Consumer Protection Division shall prepare and make available, in either print or by electronic form, a written statement as described in subdivision (a)(1)(A) of this section that includes the telephone number of the division that the consumer can call to obtain information regarding his or her rights and obligations under this subchapter. (2) It is a violation of this subchapter for a seller to fail to provide to a consumer the written statement described in subdivision (b)(1) of this section.

(1) The Consumer Protection Division shall prepare and make available, in either print or by electronic form, a written statement as described in subdivision (a)(1)(A) of this section that includes the telephone number of the division that the consumer can call to obtain information regarding his or her rights and obligations under this subchapter.

(2) It is a violation of this subchapter for a seller to fail to provide to a consumer the written statement described in subdivision (b)(1) of this section.

(c) For each failure of the seller to provide to a consumer the written statement required under this section or failure to retain a signed acknowledgement form, the seller shall be liable to the state for a civil penalty of not less than twenty-five dollars ($25.00) but no more than one thousand dollars ($1,000).

(d) (1) A seller shall clearly and conspicuously disclose to the consumer that written notice of a nonconformity is required before the buyer may be eligible for a refund or replacement of the farm machinery. (2) At the time of acquisition of farm machinery, a seller shall provide the consumer with conspicuous notice of the address and phone number for the manufacturer, distributor, or authorized dealer at the time of acquisition of farm machinery to which the buyer shall send notification of a nonconformity.

(1) A seller shall clearly and conspicuously disclose to the consumer that written notice of a nonconformity is required before the buyer may be eligible for a refund or replacement of the farm machinery.

(2) At the time of acquisition of farm machinery, a seller shall provide the consumer with conspicuous notice of the address and phone number for the manufacturer, distributor, or authorized dealer at the time of acquisition of farm machinery to which the buyer shall send notification of a nonconformity.

(e) (1) If farm machinery does not conform to any applicable express warranties and the consumer provides written notice by certified mail to the manufacturer, distributor, or authorized dealer demanding correction or repair of the nonconformity during the term of the express warranty or during the farm machinery quality assurance period, whichever period expires earlier, the manufacturer, agent of a manufacturer, distributor, or an authorized dealer shall make any necessary repairs to conform the farm machinery to the express warranties, notwithstanding the fact that the repairs are made after the expiration of the term of the express warranty or farm machinery quality assurance period. (2) For self-propelled farm machinery, this section is limited to warranty coverage for the engine, transmission, and power train.

(1) If farm machinery does not conform to any applicable express warranties and the consumer provides written notice by certified mail to the manufacturer, distributor, or authorized dealer demanding correction or repair of the nonconformity during the term of the express warranty or during the farm machinery quality assurance period, whichever period expires earlier, the manufacturer, agent of a manufacturer, distributor, or an authorized dealer shall make any necessary repairs to conform the farm machinery to the express warranties, notwithstanding the fact that the repairs are made after the expiration of the term of the express warranty or farm machinery quality assurance period.

(2) For self-propelled farm machinery, this section is limited to warranty coverage for the engine, transmission, and power train.

(f) This subchapter applies to farm machinery sold on or after January 1, 2020.

Added by Act 2019, No. 588,§ 1, eff. 7/24/2019.
Ark. Code Ann. § 4-38-803 — AR Code / Title 4 / Chapter 38 / Subchapter 8 / Section 4-38-803
Proper plaintiff
Status: in_force

A derivative action to enforce a right of a limited liability company may be maintained only by a person that is a member at the time the action is commenced and: (1) was a member when the conduct giving rise to the action occurred; or (2) whose status as a member devolved on the person by operation of law or pursuant to the terms of the operating agreement from a person that was a member at the time of the conduct. Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.

A derivative action to enforce a right of a limited liability company may be maintained only by a person that is a member at the time the action is commenced and:

(1) was a member when the conduct giving rise to the action occurred; or

(2) whose status as a member devolved on the person by operation of law or pursuant to the terms of the operating agreement from a person that was a member at the time of the conduct.

Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Ark. Code Ann. § 4-47-1203 — AR Code / Title 4 / Chapter 47 / Subchapter 12 / Section 4-47-1203
Relation to Electronic Signatures in Global and National Commerce Act
Status: in_force

This chapter modifies, limits, or supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq., but this chapter does not modify, limit, or supersede § 101(c) of that Act or authorize electronic delivery of any of the notices described in § 103(b) of that Act. Acts 2007, No. 15, § 1.

This chapter modifies, limits, or supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq., but this chapter does not modify, limit, or supersede § 101(c) of that Act or authorize electronic delivery of any of the notices described in § 103(b) of that Act.

Acts 2007, No. 15, § 1.
Ark. Code Ann. § 4-26-403 — AR Code / Title 4 / Chapter 26 / Subchapter 4 / Section 4-26-403
Registration of foreign corporation's name
Status: in_force

(a) Any foreign corporation not authorized to transact business in this state may register its corporate name under this chapter, if its corporate name is not the same as or confusingly similar to the name of any domestic corporation existing under the laws of this state or the name of any foreign corporation authorized to transact business in this state or any corporate name reserved or registered under either this section or § 4-26-402 . (b) The registration shall be made by: (1) Filing with the Secretary of State: (A) An application for registration executed by the corporation by an officer thereof, setting forth the name of the corporation, the state or territory under the laws of which it is incorporated, the date of its incorporation, a statement that it is carrying on or doing business, and a brief statement of the business in which it is engaged; and (B) A certificate setting forth that the corporation is in good standing under the laws of the state or territory wherein it is organized, executed by the secretary of state of the state or territory or by such other official as may have custody of the records pertaining to corporations; and (2) Paying to the Secretary of State the fee prescribed by law. (c) The registration shall be effective for a period of one (1) year from the date on which the application for registration is filed. Acts 1965, No. 576, § 9; A.S.A. 1947, § 64-109.

(a) Any foreign corporation not authorized to transact business in this state may register its corporate name under this chapter, if its corporate name is not the same as or confusingly similar to the name of any domestic corporation existing under the laws of this state or the name of any foreign corporation authorized to transact business in this state or any corporate name reserved or registered under either this section or § 4-26-402 .

(b) The registration shall be made by: (1) Filing with the Secretary of State: (A) An application for registration executed by the corporation by an officer thereof, setting forth the name of the corporation, the state or territory under the laws of which it is incorporated, the date of its incorporation, a statement that it is carrying on or doing business, and a brief statement of the business in which it is engaged; and (B) A certificate setting forth that the corporation is in good standing under the laws of the state or territory wherein it is organized, executed by the secretary of state of the state or territory or by such other official as may have custody of the records pertaining to corporations; and (2) Paying to the Secretary of State the fee prescribed by law.

(1) Filing with the Secretary of State: (A) An application for registration executed by the corporation by an officer thereof, setting forth the name of the corporation, the state or territory under the laws of which it is incorporated, the date of its incorporation, a statement that it is carrying on or doing business, and a brief statement of the business in which it is engaged; and (B) A certificate setting forth that the corporation is in good standing under the laws of the state or territory wherein it is organized, executed by the secretary of state of the state or territory or by such other official as may have custody of the records pertaining to corporations; and

(A) An application for registration executed by the corporation by an officer thereof, setting forth the name of the corporation, the state or territory under the laws of which it is incorporated, the date of its incorporation, a statement that it is carrying on or doing business, and a brief statement of the business in which it is engaged; and

(B) A certificate setting forth that the corporation is in good standing under the laws of the state or territory wherein it is organized, executed by the secretary of state of the state or territory or by such other official as may have custody of the records pertaining to corporations; and

(2) Paying to the Secretary of State the fee prescribed by law.

(c) The registration shall be effective for a period of one (1) year from the date on which the application for registration is filed.

Acts 1965, No. 576, § 9; A.S.A. 1947, § 64-109.
Ark. Code Ann. § 4-103-201 — AR Code / Title 4 / Chapter 103 / Subchapter 2 / Section 4-103-201
Definitions
Status: in_force

As used in this subchapter: (1) (A) "Charitable organization" means any nonprofit corporation that is or holds itself out to be established for a charitable purpose or any person who employs a charitable appeal as the basis for any solicitation or appeal that suggests, directly or indirectly, that the solicitation is for a charitable purpose. (B) "Charitable organization" includes a person, chapter, branch, area office, or a similar affiliate or agent of any of these, whether paid or not paid, soliciting contributions within the state for a charitable organization or cause; (2) "Charitable purpose" means any charitable, benevolent, philanthropic, humane, patriotic, scientific, artistic, public health, social welfare, advocacy, environmental, conservation, civic, or other eleemosynary purpose as defined and amended, from time to time, by the Internal Revenue Code; (3) "Container" means any box, carton, package, receptacle, canister, jar, dispenser, or machine that offers a product for sale or distribution for solicitation purposes; and (4) "Disclosure label" means a printed or typed notice affixed to a container located in a conspicuous place and accessible to the public which is easily readable and legible and informs the public of the following: (A) The approximate annual percentage paid, if any, to an individual or organization to maintain, service, or collect the contributions raised by the solicitation; (B) The net percentage or sum for the most recent calendar year going to the specific charitable purpose; and (C) If the maintenance, service, and collection from the container is done by volunteers or by paid individuals. Acts 1997, No. 172, § 1.

As used in this subchapter:

(1) (A) "Charitable organization" means any nonprofit corporation that is or holds itself out to be established for a charitable purpose or any person who employs a charitable appeal as the basis for any solicitation or appeal that suggests, directly or indirectly, that the solicitation is for a charitable purpose. (B) "Charitable organization" includes a person, chapter, branch, area office, or a similar affiliate or agent of any of these, whether paid or not paid, soliciting contributions within the state for a charitable organization or cause;

(A) "Charitable organization" means any nonprofit corporation that is or holds itself out to be established for a charitable purpose or any person who employs a charitable appeal as the basis for any solicitation or appeal that suggests, directly or indirectly, that the solicitation is for a charitable purpose.

(B) "Charitable organization" includes a person, chapter, branch, area office, or a similar affiliate or agent of any of these, whether paid or not paid, soliciting contributions within the state for a charitable organization or cause;

(2) "Charitable purpose" means any charitable, benevolent, philanthropic, humane, patriotic, scientific, artistic, public health, social welfare, advocacy, environmental, conservation, civic, or other eleemosynary purpose as defined and amended, from time to time, by the Internal Revenue Code;

(3) "Container" means any box, carton, package, receptacle, canister, jar, dispenser, or machine that offers a product for sale or distribution for solicitation purposes; and

(4) "Disclosure label" means a printed or typed notice affixed to a container located in a conspicuous place and accessible to the public which is easily readable and legible and informs the public of the following: (A) The approximate annual percentage paid, if any, to an individual or organization to maintain, service, or collect the contributions raised by the solicitation; (B) The net percentage or sum for the most recent calendar year going to the specific charitable purpose; and (C) If the maintenance, service, and collection from the container is done by volunteers or by paid individuals.

(A) The approximate annual percentage paid, if any, to an individual or organization to maintain, service, or collect the contributions raised by the solicitation;

(B) The net percentage or sum for the most recent calendar year going to the specific charitable purpose; and

(C) If the maintenance, service, and collection from the container is done by volunteers or by paid individuals.

Acts 1997, No. 172, § 1.
Ark. Code Ann. § 4-38-409 — AR Code / Title 4 / Chapter 38 / Subchapter 4 / Section 4-38-409
Standards of conduct for members and managers
Status: in_force

(a) A member of a member-managed limited liability company owes to the company and, subject to § 4-38-801 , the other members the duties of loyalty and care stated in subsections (b) and (c). (b) The fiduciary duty of loyalty of a member in a member-managed limited liability company includes the duties: (1) to account to the company and hold as trustee for it any property, profit, or benefit derived by the member: (A) in the conduct or winding up of the company's activities and affairs; (B) from a use by the member of the company's property; or (C) from the appropriation of a company opportunity; (2) to refrain from dealing with the company in the conduct or winding up of the company's activities and affairs as or on behalf of a person having an interest adverse to the company; and (3) to refrain from competing with the company in the conduct of the company's activities and affairs before the dissolution of the company. (c) The duty of care of a member of a member-managed limited liability company in the conduct or winding up of the company's activities and affairs is to refrain from engaging in grossly negligent or reckless conduct, willful or intentional misconduct, or knowing violation of law. (d) A member shall discharge the duties and obligations under this chapter or under the operating agreement and exercise any rights consistently with the contractual obligation of good faith and fair dealing. (e) A member does not violate a duty or obligation under this chapter or under the operating agreement solely because the member's conduct furthers the member's own interest. (f) All the members of a member-managed limited liability company or a manager-managed limited liability company may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty. (g) It is a defense to a claim under subsection (b)(2) and any comparable claim in equity or at common law that the transaction was fair to the limited liability company. (h) If, as permitted by subsection (f) or (i)(6) or the operating agreement, a member enters into a transaction with the limited liability company which otherwise would be prohibited by subsection (b)(2), the member's rights and obligations arising from the transaction are the same as those of a person that is not a member. (i) In a manager-managed limited liability company, the following rules apply: (1) Subsections (a), (b), (c), and (g) apply to the manager or managers and not the members. (2) The duty stated under subsection (b)(3) continues until winding up is completed. (3) Subsection (d) applies to managers and members. (4) Subsection (e) applies only to members. (5) The power to ratify under subsection (f) applies only to the members. (6) Subject to subsection (d), a member does not have any duty to the company or to any other member solely by reason of being a member. Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.

(a) A member of a member-managed limited liability company owes to the company and, subject to § 4-38-801 , the other members the duties of loyalty and care stated in subsections (b) and (c).

(b) The fiduciary duty of loyalty of a member in a member-managed limited liability company includes the duties: (1) to account to the company and hold as trustee for it any property, profit, or benefit derived by the member: (A) in the conduct or winding up of the company's activities and affairs; (B) from a use by the member of the company's property; or (C) from the appropriation of a company opportunity; (2) to refrain from dealing with the company in the conduct or winding up of the company's activities and affairs as or on behalf of a person having an interest adverse to the company; and (3) to refrain from competing with the company in the conduct of the company's activities and affairs before the dissolution of the company.

(1) to account to the company and hold as trustee for it any property, profit, or benefit derived by the member: (A) in the conduct or winding up of the company's activities and affairs; (B) from a use by the member of the company's property; or (C) from the appropriation of a company opportunity;

(A) in the conduct or winding up of the company's activities and affairs;

(B) from a use by the member of the company's property; or

(C) from the appropriation of a company opportunity;

(2) to refrain from dealing with the company in the conduct or winding up of the company's activities and affairs as or on behalf of a person having an interest adverse to the company; and

(3) to refrain from competing with the company in the conduct of the company's activities and affairs before the dissolution of the company.

(c) The duty of care of a member of a member-managed limited liability company in the conduct or winding up of the company's activities and affairs is to refrain from engaging in grossly negligent or reckless conduct, willful or intentional misconduct, or knowing violation of law.

(d) A member shall discharge the duties and obligations under this chapter or under the operating agreement and exercise any rights consistently with the contractual obligation of good faith and fair dealing.

(e) A member does not violate a duty or obligation under this chapter or under the operating agreement solely because the member's conduct furthers the member's own interest.

(f) All the members of a member-managed limited liability company or a manager-managed limited liability company may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty.

(g) It is a defense to a claim under subsection (b)(2) and any comparable claim in equity or at common law that the transaction was fair to the limited liability company.

(h) If, as permitted by subsection (f) or (i)(6) or the operating agreement, a member enters into a transaction with the limited liability company which otherwise would be prohibited by subsection (b)(2), the member's rights and obligations arising from the transaction are the same as those of a person that is not a member.

(i) In a manager-managed limited liability company, the following rules apply: (1) Subsections (a), (b), (c), and (g) apply to the manager or managers and not the members. (2) The duty stated under subsection (b)(3) continues until winding up is completed. (3) Subsection (d) applies to managers and members. (4) Subsection (e) applies only to members. (5) The power to ratify under subsection (f) applies only to the members. (6) Subject to subsection (d), a member does not have any duty to the company or to any other member solely by reason of being a member.

(1) Subsections (a), (b), (c), and (g) apply to the manager or managers and not the members.

(2) The duty stated under subsection (b)(3) continues until winding up is completed.

(3) Subsection (d) applies to managers and members.

(4) Subsection (e) applies only to members.

(5) The power to ratify under subsection (f) applies only to the members.

(6) Subject to subsection (d), a member does not have any duty to the company or to any other member solely by reason of being a member.

Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Ark. Code Ann. § 4-33-1102 — AR Code / Title 4 / Chapter 33 / Subchapter 11 / Section 4-33-1102
Limitations on mergers by public benefit or religious corporations
Status: in_force

(a) Without the prior approval of the circuit court of the county in which the corporation's principal office (or, if none in this state, its registered office) is located, a public benefit or religious corporation may merge only with: (1) a public benefit or religious corporation; (2) a foreign corporation that would qualify under this chapter as a public benefit or religious corporation; or (3) a mutual benefit corporation, provided the public benefit or religious corporation is the surviving corporation and continues to be a public benefit corporation or religious corporation after the merger. (b) Without an order of the circuit court of the county in which the corporation's principal office (or, if none in this state, its registered office) is located, no member of a public benefit or religious corporation may receive or keep anything as a result of a merger other than a membership or membership in the surviving public benefit or religious corporation. The court shall approve the transaction if it is in the public interest. Acts 1993, No. 1147, § 1102.

(a) Without the prior approval of the circuit court of the county in which the corporation's principal office (or, if none in this state, its registered office) is located, a public benefit or religious corporation may merge only with: (1) a public benefit or religious corporation; (2) a foreign corporation that would qualify under this chapter as a public benefit or religious corporation; or (3) a mutual benefit corporation, provided the public benefit or religious corporation is the surviving corporation and continues to be a public benefit corporation or religious corporation after the merger.

(1) a public benefit or religious corporation;

(2) a foreign corporation that would qualify under this chapter as a public benefit or religious corporation; or

(3) a mutual benefit corporation, provided the public benefit or religious corporation is the surviving corporation and continues to be a public benefit corporation or religious corporation after the merger.

(b) Without an order of the circuit court of the county in which the corporation's principal office (or, if none in this state, its registered office) is located, no member of a public benefit or religious corporation may receive or keep anything as a result of a merger other than a membership or membership in the surviving public benefit or religious corporation. The court shall approve the transaction if it is in the public interest.

Acts 1993, No. 1147, § 1102.
Ark. Code Ann. § 4-75-408 — AR Code / Title 4 / Chapter 75 / Subchapter 4 / Section 4-75-408
Exclusive financing agreements - Prohibition
Status: in_force

It shall be unlawful for any person who is engaged, either directly or indirectly, in the manufacture or wholesale distribution of motor vehicles to sell, or enter into a contract to sell, motor vehicles to any person who is engaged or intends to engage in the business of selling such motor vehicles at retail in this state, on the condition or with an agreement or understanding, either express or implied, that the person so engaged in selling motor vehicles at retail shall in any manner finance the purchase or sale of any one (1) or number of motor vehicles only with or through a designated person or class of persons or shall sell and assign the conditional sales contract, chattel mortgages, or leases arising from the sale of motor vehicles, or any one (1) or number thereof only to a designated person or class of persons, when the effect of the condition, agreement, or understanding so entered into may be to lessen or eliminate competition, or create or tend to create a monopoly in the person or class of persons who are designated, by virtue of the condition, agreement, or understanding to finance the purchase or sale of motor vehicles or to purchase such conditional sales contracts, chattel mortgages, or leases. Any such condition, agreement, or understanding is void and against the public policy of this state. Acts 1937, No. 205, § 1; Pope's Dig., § 9419; A.S.A. 1947, § 70-130.

It shall be unlawful for any person who is engaged, either directly or indirectly, in the manufacture or wholesale distribution of motor vehicles to sell, or enter into a contract to sell, motor vehicles to any person who is engaged or intends to engage in the business of selling such motor vehicles at retail in this state, on the condition or with an agreement or understanding, either express or implied, that the person so engaged in selling motor vehicles at retail shall in any manner finance the purchase or sale of any one (1) or number of motor vehicles only with or through a designated person or class of persons or shall sell and assign the conditional sales contract, chattel mortgages, or leases arising from the sale of motor vehicles, or any one (1) or number thereof only to a designated person or class of persons, when the effect of the condition, agreement, or understanding so entered into may be to lessen or eliminate competition, or create or tend to create a monopoly in the person or class of persons who are designated, by virtue of the condition, agreement, or understanding to finance the purchase or sale of motor vehicles or to purchase such conditional sales contracts, chattel mortgages, or leases. Any such condition, agreement, or understanding is void and against the public policy of this state.

Acts 1937, No. 205, § 1; Pope's Dig., § 9419; A.S.A. 1947, § 70-130.
Ark. Code Ann. § 4-38-101 — AR Code / Title 4 / Chapter 38 / Subchapter 1 / Section 4-38-101
Short title
Status: in_force

This chapter may be cited as the Uniform Limited Liability Company Act. Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.

This chapter may be cited as the Uniform Limited Liability Company Act.

Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Ark. Code Ann. § 4-29-301 — AR Code / Title 4 / Chapter 29 / Subchapter 3 / Section 4-29-301
Title
Status: in_force

This subchapter may be cited as the "Medical Corporation Act". Acts 1961, No. 179, § 1; A.S.A. 1947, § 64-1701; Acts 1997, No. 306, § 2.

This subchapter may be cited as the "Medical Corporation Act".

Acts 1961, No. 179, § 1; A.S.A. 1947, § 64-1701; Acts 1997, No. 306, § 2.
Ark. Code Ann. § 4-59-501 — AR Code / Title 4 / Chapter 59 / Subchapter 5 / Section 4-59-501
Definitions
Status: in_force

The following words and phrases as used in this subchapter, unless a different meaning is plainly required by the context, shall have the following meanings: (1) "Acquirer" means a business organization, financial institution, or an agent of a business organization or financial institution that authorizes a merchant to accept payment by financial transaction card for money, goods, services, or anything else of value; (2) "Cardholder" means the person or organization named on the face of a financial transaction card to whom or for whose benefit the financial transaction card is issued by an issuer; (3) "Financial transaction card" means any instrument or device, whether known as a credit card, credit plate, bank services card, banking card, check guarantee card, debit card, or by any other name, issued with or without fee by an issuer for the use of the cardholder: (A) In obtaining money, goods, services, or anything else of value on credit; or (B) In certifying or guaranteeing to a person or business the availability to the cardholder of funds on deposit that are equal to or greater than the amount necessary to honor a draft or check payable to the order of such person or business; or (C) In providing the cardholder access to a demand deposit account or time deposit account for the purpose of: (i) Making deposits of money or checks therein; or (ii) Withdrawing funds in the form of money, money orders, or traveler's checks therefrom; or (iii) Transferring funds from any demand deposit account or time deposit account to any other demand deposit account or time deposit account; or (iv) Transferring funds from any demand deposit account or time deposit account to any credit card accounts, overdraft privilege accounts, loan accounts, or any other credit accounts in full or partial satisfaction of any outstanding balance owed existing therein; or (v) For the purchase of goods, services, or anything else of value; or (vi) Obtaining information pertaining to any demand deposit account or time deposit account; and (4) "Issuer" means the business organization or financial institution or its duly authorized agent which issues a financial transaction card. Acts 1991, No. 785, § 1.

The following words and phrases as used in this subchapter, unless a different meaning is plainly required by the context, shall have the following meanings:

(1) "Acquirer" means a business organization, financial institution, or an agent of a business organization or financial institution that authorizes a merchant to accept payment by financial transaction card for money, goods, services, or anything else of value;

(2) "Cardholder" means the person or organization named on the face of a financial transaction card to whom or for whose benefit the financial transaction card is issued by an issuer;

(3) "Financial transaction card" means any instrument or device, whether known as a credit card, credit plate, bank services card, banking card, check guarantee card, debit card, or by any other name, issued with or without fee by an issuer for the use of the cardholder: (A) In obtaining money, goods, services, or anything else of value on credit; or (B) In certifying or guaranteeing to a person or business the availability to the cardholder of funds on deposit that are equal to or greater than the amount necessary to honor a draft or check payable to the order of such person or business; or (C) In providing the cardholder access to a demand deposit account or time deposit account for the purpose of: (i) Making deposits of money or checks therein; or (ii) Withdrawing funds in the form of money, money orders, or traveler's checks therefrom; or (iii) Transferring funds from any demand deposit account or time deposit account to any other demand deposit account or time deposit account; or (iv) Transferring funds from any demand deposit account or time deposit account to any credit card accounts, overdraft privilege accounts, loan accounts, or any other credit accounts in full or partial satisfaction of any outstanding balance owed existing therein; or (v) For the purchase of goods, services, or anything else of value; or (vi) Obtaining information pertaining to any demand deposit account or time deposit account; and

(A) In obtaining money, goods, services, or anything else of value on credit; or

(B) In certifying or guaranteeing to a person or business the availability to the cardholder of funds on deposit that are equal to or greater than the amount necessary to honor a draft or check payable to the order of such person or business; or

(C) In providing the cardholder access to a demand deposit account or time deposit account for the purpose of: (i) Making deposits of money or checks therein; or (ii) Withdrawing funds in the form of money, money orders, or traveler's checks therefrom; or (iii) Transferring funds from any demand deposit account or time deposit account to any other demand deposit account or time deposit account; or (iv) Transferring funds from any demand deposit account or time deposit account to any credit card accounts, overdraft privilege accounts, loan accounts, or any other credit accounts in full or partial satisfaction of any outstanding balance owed existing therein; or (v) For the purchase of goods, services, or anything else of value; or (vi) Obtaining information pertaining to any demand deposit account or time deposit account; and

(i) Making deposits of money or checks therein; or

(ii) Withdrawing funds in the form of money, money orders, or traveler's checks therefrom; or

(iii) Transferring funds from any demand deposit account or time deposit account to any other demand deposit account or time deposit account; or

(iv) Transferring funds from any demand deposit account or time deposit account to any credit card accounts, overdraft privilege accounts, loan accounts, or any other credit accounts in full or partial satisfaction of any outstanding balance owed existing therein; or

(v) For the purchase of goods, services, or anything else of value; or

(vi) Obtaining information pertaining to any demand deposit account or time deposit account; and

(4) "Issuer" means the business organization or financial institution or its duly authorized agent which issues a financial transaction card.

Acts 1991, No. 785, § 1.
Ark. Code Ann. § 4-93-104 — AR Code / Title 4 / Chapter 93 / Section 4-93-104
Notice of adverse action - Contents - Damages
Status: in_force

(a) The notification of adverse action shall be in writing and shall contain: (1) A statement of the action taken; (2) The name and address of the creditor; (3) The name and address of the consumer reporting agency making the report; and (4) The Social Security number of the consumer, provided that the Social Security number has been given to the user of the consumer report by the consumer or is contained in the consumer report received from the consumer reporting agency. (b) Any person who fails to provide the notification required by this chapter shall be liable to the injured party for actual damages. Acts 1989, No. 431, § 4; 1989, No. 593, §§ 4, 5.

(a) The notification of adverse action shall be in writing and shall contain: (1) A statement of the action taken; (2) The name and address of the creditor; (3) The name and address of the consumer reporting agency making the report; and (4) The Social Security number of the consumer, provided that the Social Security number has been given to the user of the consumer report by the consumer or is contained in the consumer report received from the consumer reporting agency.

(1) A statement of the action taken;

(2) The name and address of the creditor;

(3) The name and address of the consumer reporting agency making the report; and

(4) The Social Security number of the consumer, provided that the Social Security number has been given to the user of the consumer report by the consumer or is contained in the consumer report received from the consumer reporting agency.

(b) Any person who fails to provide the notification required by this chapter shall be liable to the injured party for actual damages.

Acts 1989, No. 431, § 4; 1989, No. 593, §§ 4, 5.
Ark. Code Ann. § 4-58-108 — AR Code / Title 4 / Chapter 58 / Section 4-58-108
Liability of assignors upon nonpayment or protest of instrument
Status: in_force

All endorsers or assignors of any instrument in writing assignable by law for the payment of money alone, on receiving due notice of the nonpayment or protest of any endorsed or assigned instrument in writing, shall be equally liable with the maker, obligor, or payee of the instrument, and may be sued for the same at the same time with the maker, obligor, or payee thereof, or may be sued separately. Rev. Stat., ch. 11, § 9; C. & M. Dig., § 484; Pope's Dig., § 521; A.S.A. 1947, § 68-811.

All endorsers or assignors of any instrument in writing assignable by law for the payment of money alone, on receiving due notice of the nonpayment or protest of any endorsed or assigned instrument in writing, shall be equally liable with the maker, obligor, or payee of the instrument, and may be sued for the same at the same time with the maker, obligor, or payee thereof, or may be sued separately.

Rev. Stat., ch. 11, § 9; C. & M. Dig., § 484; Pope's Dig., § 521; A.S.A. 1947, § 68-811.
Ark. Code Ann. § 4-38-702 — AR Code / Title 4 / Chapter 38 / Subchapter 7 / Section 4-38-702
Winding up
Status: in_force

(a) A dissolved limited liability company shall wind up its activities and affairs and, except as otherwise provided in § 4-38-703 , the company continues after dissolution only for the purpose of winding up. (b) In winding up its activities and affairs, a limited liability company: (1) shall discharge the company's debts, obligations, and other liabilities, settle and close the company's activities and affairs, and marshal and distribute the assets of the company; and (2) may: (A) deliver to the Secretary of State for filing a statement of dissolution stating the name of the company and that the company is dissolved; (B) preserve the company activities, affairs, and property as a going concern for a reasonable time; (C) prosecute and defend actions and proceedings, whether civil, criminal, or administrative; (D) transfer the company's property; (E) settle disputes by mediation or arbitration; (F) deliver to the Secretary of State for filing a statement of termination stating the name of the company and that the company is terminated; and (G) perform other acts necessary or appropriate to the winding up. (c) If a dissolved limited liability company has no members, the legal representative of the last person to have been a member may wind up the activities and affairs of the company. If the person does so, the person has the powers of a sole manager under § 4-38-407(c) and is deemed to be a manager for the purposes of § 4-38-304(a) . (d) If the legal representative under subsection (c) declines or fails to wind up the limited liability company's activities and affairs, a person may be appointed to do so by the consent of transferees owning a majority of the rights to receive distributions as transferees at the time the consent is to be effective. A person appointed under this subsection: (1) has the powers of a sole manager under § 4-38-407(c) and is deemed to be a manager for the purposes of § 4-38-304(a) ; and (2) shall deliver promptly to the Secretary of State for filing an amendment to the company's certificate of organization stating: (A) that the company has no members; (B) the name and street and mailing addresses of the person; and (C) that the person has been appointed pursuant to this subsection to wind up the company. (e) The circuit court may order judicial supervision of the winding up of a dissolved limited liability company, including the appointment of a person to wind up the company's activities and affairs: (1) on the application of a member, if the applicant establishes good cause; (2) on the application of a transferee, if: (A) the company does not have any members; (B) the legal representative of the last person to have been a member declines or fails to wind up the company's activities; and (C) within a reasonable time following the dissolution a person has not been appointed pursuant to subsection (c); or (3) in connection with a proceeding under § 4-38-701(a)(4) . Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.

(a) A dissolved limited liability company shall wind up its activities and affairs and, except as otherwise provided in § 4-38-703 , the company continues after dissolution only for the purpose of winding up.

(b) In winding up its activities and affairs, a limited liability company: (1) shall discharge the company's debts, obligations, and other liabilities, settle and close the company's activities and affairs, and marshal and distribute the assets of the company; and (2) may: (A) deliver to the Secretary of State for filing a statement of dissolution stating the name of the company and that the company is dissolved; (B) preserve the company activities, affairs, and property as a going concern for a reasonable time; (C) prosecute and defend actions and proceedings, whether civil, criminal, or administrative; (D) transfer the company's property; (E) settle disputes by mediation or arbitration; (F) deliver to the Secretary of State for filing a statement of termination stating the name of the company and that the company is terminated; and (G) perform other acts necessary or appropriate to the winding up.

(1) shall discharge the company's debts, obligations, and other liabilities, settle and close the company's activities and affairs, and marshal and distribute the assets of the company; and

(2) may: (A) deliver to the Secretary of State for filing a statement of dissolution stating the name of the company and that the company is dissolved; (B) preserve the company activities, affairs, and property as a going concern for a reasonable time; (C) prosecute and defend actions and proceedings, whether civil, criminal, or administrative; (D) transfer the company's property; (E) settle disputes by mediation or arbitration; (F) deliver to the Secretary of State for filing a statement of termination stating the name of the company and that the company is terminated; and (G) perform other acts necessary or appropriate to the winding up.

(A) deliver to the Secretary of State for filing a statement of dissolution stating the name of the company and that the company is dissolved;

(B) preserve the company activities, affairs, and property as a going concern for a reasonable time;

(C) prosecute and defend actions and proceedings, whether civil, criminal, or administrative;

(D) transfer the company's property;

(E) settle disputes by mediation or arbitration;

(F) deliver to the Secretary of State for filing a statement of termination stating the name of the company and that the company is terminated; and

(G) perform other acts necessary or appropriate to the winding up.

(c) If a dissolved limited liability company has no members, the legal representative of the last person to have been a member may wind up the activities and affairs of the company. If the person does so, the person has the powers of a sole manager under § 4-38-407(c) and is deemed to be a manager for the purposes of § 4-38-304(a) .

(d) If the legal representative under subsection (c) declines or fails to wind up the limited liability company's activities and affairs, a person may be appointed to do so by the consent of transferees owning a majority of the rights to receive distributions as transferees at the time the consent is to be effective. A person appointed under this subsection: (1) has the powers of a sole manager under § 4-38-407(c) and is deemed to be a manager for the purposes of § 4-38-304(a) ; and (2) shall deliver promptly to the Secretary of State for filing an amendment to the company's certificate of organization stating: (A) that the company has no members; (B) the name and street and mailing addresses of the person; and (C) that the person has been appointed pursuant to this subsection to wind up the company.

(1) has the powers of a sole manager under § 4-38-407(c) and is deemed to be a manager for the purposes of § 4-38-304(a) ; and

(2) shall deliver promptly to the Secretary of State for filing an amendment to the company's certificate of organization stating: (A) that the company has no members; (B) the name and street and mailing addresses of the person; and (C) that the person has been appointed pursuant to this subsection to wind up the company.

(A) that the company has no members;

(B) the name and street and mailing addresses of the person; and

(C) that the person has been appointed pursuant to this subsection to wind up the company.

(e) The circuit court may order judicial supervision of the winding up of a dissolved limited liability company, including the appointment of a person to wind up the company's activities and affairs: (1) on the application of a member, if the applicant establishes good cause; (2) on the application of a transferee, if: (A) the company does not have any members; (B) the legal representative of the last person to have been a member declines or fails to wind up the company's activities; and (C) within a reasonable time following the dissolution a person has not been appointed pursuant to subsection (c); or (3) in connection with a proceeding under § 4-38-701(a)(4) .

(1) on the application of a member, if the applicant establishes good cause;

(2) on the application of a transferee, if: (A) the company does not have any members; (B) the legal representative of the last person to have been a member declines or fails to wind up the company's activities; and (C) within a reasonable time following the dissolution a person has not been appointed pursuant to subsection (c); or

(A) the company does not have any members;

(B) the legal representative of the last person to have been a member declines or fails to wind up the company's activities; and

(C) within a reasonable time following the dissolution a person has not been appointed pursuant to subsection (c); or

(3) in connection with a proceeding under § 4-38-701(a)(4) .

Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Ark. Code Ann. § 4-59-205 — AR Code / Title 4 / Chapter 59 / Subchapter 2 / Section 4-59-205
Transfer or obligation voidable as to present creditor
Status: in_force

(a) A transfer made or obligation incurred by a debtor is voidable as to a creditor whose claim arose before the transfer was made or the obligation was incurred if the debtor made the transfer or incurred the obligation without receiving a reasonably equivalent value in exchange for the transfer or obligation and the debtor was insolvent at that time or the debtor became insolvent as a result of the transfer or obligation. (b) A transfer made by a debtor is voidable as to a creditor whose claim arose before the transfer was made if the transfer was made to an insider for an antecedent debt, the debtor was insolvent at that time, and the insider had reasonable cause to believe that the debtor was insolvent. (c) Except as provided under § 4-59-202(b) , a creditor making a claim for relief under subsection (a) or subsection (b) of this section has the burden of proving the elements of the claim for relief by a preponderance of the evidence. Amended by Act 2017, No. 1086,§ 1, eff. 8/1/2017. Acts 1987, No. 967, § 5.

(a) A transfer made or obligation incurred by a debtor is voidable as to a creditor whose claim arose before the transfer was made or the obligation was incurred if the debtor made the transfer or incurred the obligation without receiving a reasonably equivalent value in exchange for the transfer or obligation and the debtor was insolvent at that time or the debtor became insolvent as a result of the transfer or obligation.

(b) A transfer made by a debtor is voidable as to a creditor whose claim arose before the transfer was made if the transfer was made to an insider for an antecedent debt, the debtor was insolvent at that time, and the insider had reasonable cause to believe that the debtor was insolvent.

(c) Except as provided under § 4-59-202(b) , a creditor making a claim for relief under subsection (a) or subsection (b) of this section has the burden of proving the elements of the claim for relief by a preponderance of the evidence.

Amended by Act 2017, No. 1086,§ 1, eff. 8/1/2017.

Acts 1987, No. 967, § 5.
Ark. Code Ann. § 4-75-1109 — AR Code / Title 4 / Chapter 75 / Subchapter 11 / Section 4-75-1109
Civil actions - Damages
Status: in_force

(a) An aggrieved party may file a civil action in the county where: (1) One (1) or more defendants reside; or (2) A violation of this subchapter occurred. (b) Upon finding a violation of this subchapter, the court may issue an injunction to prevent or restrain the unauthorized commercial use of the name, voice, signature, photograph, or likeness of the individual. (c) (1) The holder of the property right under this subchapter is entitled to recover for the unauthorized commercial use of the property right by seeking both: (A) The actual damages the holder of the property right has suffered as a result of a commercial use of the property right; and (B) Any profits that are attributable to the commercial use. (2) Profits that are attributable to the commercial use shall not be considered in computing the actual damages. (3) The existence or nonexistence of profits from the unauthorized commercial use shall not be a criterion for determining liability. Added by Act 2016EX3, No. 9,§ 1, eff. 8/22/2016. Added by Act 2016EX3, No. 8,§ 1, eff. 8/22/2016.

(a) An aggrieved party may file a civil action in the county where: (1) One (1) or more defendants reside; or (2) A violation of this subchapter occurred.

(1) One (1) or more defendants reside; or

(2) A violation of this subchapter occurred.

(b) Upon finding a violation of this subchapter, the court may issue an injunction to prevent or restrain the unauthorized commercial use of the name, voice, signature, photograph, or likeness of the individual.

(c) (1) The holder of the property right under this subchapter is entitled to recover for the unauthorized commercial use of the property right by seeking both: (A) The actual damages the holder of the property right has suffered as a result of a commercial use of the property right; and (B) Any profits that are attributable to the commercial use. (2) Profits that are attributable to the commercial use shall not be considered in computing the actual damages. (3) The existence or nonexistence of profits from the unauthorized commercial use shall not be a criterion for determining liability.

(1) The holder of the property right under this subchapter is entitled to recover for the unauthorized commercial use of the property right by seeking both: (A) The actual damages the holder of the property right has suffered as a result of a commercial use of the property right; and (B) Any profits that are attributable to the commercial use.

(A) The actual damages the holder of the property right has suffered as a result of a commercial use of the property right; and

(B) Any profits that are attributable to the commercial use.

(2) Profits that are attributable to the commercial use shall not be considered in computing the actual damages.

(3) The existence or nonexistence of profits from the unauthorized commercial use shall not be a criterion for determining liability.

Added by Act 2016EX3, No. 9,§ 1, eff. 8/22/2016.

Added by Act 2016EX3, No. 8,§ 1, eff. 8/22/2016.
Ark. Code Ann. § 4-26-405 — AR Code / Title 4 / Chapter 26 / Subchapter 4 / Section 4-26-405
Use of fictitious names
Status: in_force

(a) No domestic or foreign corporation shall conduct any business in this state under a fictitious name unless it first files with the Secretary of State, and, in case of a domestic corporation, with the county clerk of the county in which the corporation's registered office is located unless it is located in Pulaski County, a form supplied or approved by the Secretary of State giving the following information: (1) The fictitious name under which business is being or will be conducted by the applicant corporation; (2) A brief statement of the character of business to be conducted under the fictitious name; (3) The corporate name, state of incorporation and location, giving city and street address, of the registered office in this state of the applicant corporation. (b) (1) Each form shall be executed, without verification, in duplicate and filed with the Secretary of State. (2) The Secretary of State shall retain one (1) counterpart; and the other counterpart, bearing the file marks of the Secretary of State, shall be returned to the corporation and, unless its registered office is in Pulaski County, the corporation will file it with the county clerk. An index of such filings shall be maintained in each office. (3) However, the Secretary of State shall not accept such filing if the proposed fictitious name is not distinguishable under § 4-26-401 from the same as or confusingly similar to the name of any domestic corporation, or any foreign corporation admitted to this state, or any name reserved or registered under §§ 4-26-402 and 4-26-403 . (c) Copies of the filed forms, certified by the respective filing officers, shall be admitted in evidence where the question of filing may be material. (d) A foreign corporation not admitted to this state and authorized to do business in this state may not file under this section. (e) (1) If, after a filing under this section, the applicant corporation is dissolved, or if a foreign corporation surrenders or forfeits its rights to do business in Arkansas, or if a domestic or foreign corporation ceases to do business in Arkansas under the specified fictitious name, the corporation shall be obligated to file in each of the offices aforesaid, a cancellation of its privilege under this section. (2) If the cancellation is not filed, the Secretary of State, upon satisfactory evidence, may cancel the privilege. The cancellation shall be certified by the Secretary of State to the county clerk who will file the cancellation without fee. (f) (1) If a corporation which has not filed under this section becomes a party to any contract, deed, conveyance, assignment, or instrument of encumbrance in which the corporation is referred to exclusively by a fictitious name, the obligations imposed upon the corporation under the instrument and the rights sought to be conferred upon third parties thereunder may be enforced against it. However, the rights accruing to the corporation under the instrument may not be enforced by the corporation in the courts of this state until it complies with this section and pays to the Treasurer of State a civil penalty of three hundred dollars ($300). (2) In any suit by a corporation upon an instrument executed after midnight, December 31, 1965, which identifies it exclusively by a fictitious name, the corporation shall be required to allege compliance with this section. (g) (1) Compliance with this section does not give a corporation an exclusive right to the use of the fictitious name; and the registration of a fictitious name hereunder will not bar the use of the same name as the corporate name of any domestic corporation or any foreign corporation admitted to this state. (2) However, this chapter is not intended to bar any aggrieved party in such a situation from applying for equitable relief under principles of fair trade law. (h) Where a communication, contract, deed, conveyance, assignment, or instrument of encumbrance executed by or in favor of a corporation refers to, or is executed by, the corporation under an assumed name, the assumed name will not be a fictitious name within the meaning of this section if it is reflected in the body of the instrument, or in connection with the signature, that the assumed name represents a division or department of the contracting corporation, or a name assumed by it, the contracting corporation being adequately identified by its true name. Amended by Act 2023, No. 256,§ 4, eff. 8/1/2023. Acts 1965, No. 576, § 95; A.S.A. 1947, § 64-111.

(a) No domestic or foreign corporation shall conduct any business in this state under a fictitious name unless it first files with the Secretary of State, and, in case of a domestic corporation, with the county clerk of the county in which the corporation's registered office is located unless it is located in Pulaski County, a form supplied or approved by the Secretary of State giving the following information: (1) The fictitious name under which business is being or will be conducted by the applicant corporation; (2) A brief statement of the character of business to be conducted under the fictitious name; (3) The corporate name, state of incorporation and location, giving city and street address, of the registered office in this state of the applicant corporation.

(1) The fictitious name under which business is being or will be conducted by the applicant corporation;

(2) A brief statement of the character of business to be conducted under the fictitious name;

(3) The corporate name, state of incorporation and location, giving city and street address, of the registered office in this state of the applicant corporation.

(b) (1) Each form shall be executed, without verification, in duplicate and filed with the Secretary of State. (2) The Secretary of State shall retain one (1) counterpart; and the other counterpart, bearing the file marks of the Secretary of State, shall be returned to the corporation and, unless its registered office is in Pulaski County, the corporation will file it with the county clerk. An index of such filings shall be maintained in each office. (3) However, the Secretary of State shall not accept such filing if the proposed fictitious name is not distinguishable under § 4-26-401 from the same as or confusingly similar to the name of any domestic corporation, or any foreign corporation admitted to this state, or any name reserved or registered under §§ 4-26-402 and 4-26-403 .

(1) Each form shall be executed, without verification, in duplicate and filed with the Secretary of State.

(2) The Secretary of State shall retain one (1) counterpart; and the other counterpart, bearing the file marks of the Secretary of State, shall be returned to the corporation and, unless its registered office is in Pulaski County, the corporation will file it with the county clerk. An index of such filings shall be maintained in each office.

(3) However, the Secretary of State shall not accept such filing if the proposed fictitious name is not distinguishable under § 4-26-401 from the same as or confusingly similar to the name of any domestic corporation, or any foreign corporation admitted to this state, or any name reserved or registered under §§ 4-26-402 and 4-26-403 .

(c) Copies of the filed forms, certified by the respective filing officers, shall be admitted in evidence where the question of filing may be material.

(d) A foreign corporation not admitted to this state and authorized to do business in this state may not file under this section.

(e) (1) If, after a filing under this section, the applicant corporation is dissolved, or if a foreign corporation surrenders or forfeits its rights to do business in Arkansas, or if a domestic or foreign corporation ceases to do business in Arkansas under the specified fictitious name, the corporation shall be obligated to file in each of the offices aforesaid, a cancellation of its privilege under this section. (2) If the cancellation is not filed, the Secretary of State, upon satisfactory evidence, may cancel the privilege. The cancellation shall be certified by the Secretary of State to the county clerk who will file the cancellation without fee.

(1) If, after a filing under this section, the applicant corporation is dissolved, or if a foreign corporation surrenders or forfeits its rights to do business in Arkansas, or if a domestic or foreign corporation ceases to do business in Arkansas under the specified fictitious name, the corporation shall be obligated to file in each of the offices aforesaid, a cancellation of its privilege under this section.

(2) If the cancellation is not filed, the Secretary of State, upon satisfactory evidence, may cancel the privilege. The cancellation shall be certified by the Secretary of State to the county clerk who will file the cancellation without fee.

(f) (1) If a corporation which has not filed under this section becomes a party to any contract, deed, conveyance, assignment, or instrument of encumbrance in which the corporation is referred to exclusively by a fictitious name, the obligations imposed upon the corporation under the instrument and the rights sought to be conferred upon third parties thereunder may be enforced against it. However, the rights accruing to the corporation under the instrument may not be enforced by the corporation in the courts of this state until it complies with this section and pays to the Treasurer of State a civil penalty of three hundred dollars ($300). (2) In any suit by a corporation upon an instrument executed after midnight, December 31, 1965, which identifies it exclusively by a fictitious name, the corporation shall be required to allege compliance with this section.

(1) If a corporation which has not filed under this section becomes a party to any contract, deed, conveyance, assignment, or instrument of encumbrance in which the corporation is referred to exclusively by a fictitious name, the obligations imposed upon the corporation under the instrument and the rights sought to be conferred upon third parties thereunder may be enforced against it. However, the rights accruing to the corporation under the instrument may not be enforced by the corporation in the courts of this state until it complies with this section and pays to the Treasurer of State a civil penalty of three hundred dollars ($300).

(2) In any suit by a corporation upon an instrument executed after midnight, December 31, 1965, which identifies it exclusively by a fictitious name, the corporation shall be required to allege compliance with this section.

(g) (1) Compliance with this section does not give a corporation an exclusive right to the use of the fictitious name; and the registration of a fictitious name hereunder will not bar the use of the same name as the corporate name of any domestic corporation or any foreign corporation admitted to this state. (2) However, this chapter is not intended to bar any aggrieved party in such a situation from applying for equitable relief under principles of fair trade law.

(1) Compliance with this section does not give a corporation an exclusive right to the use of the fictitious name; and the registration of a fictitious name hereunder will not bar the use of the same name as the corporate name of any domestic corporation or any foreign corporation admitted to this state.

(2) However, this chapter is not intended to bar any aggrieved party in such a situation from applying for equitable relief under principles of fair trade law.

(h) Where a communication, contract, deed, conveyance, assignment, or instrument of encumbrance executed by or in favor of a corporation refers to, or is executed by, the corporation under an assumed name, the assumed name will not be a fictitious name within the meaning of this section if it is reflected in the body of the instrument, or in connection with the signature, that the assumed name represents a division or department of the contracting corporation, or a name assumed by it, the contracting corporation being adequately identified by its true name.

Amended by Act 2023, No. 256,§ 4, eff. 8/1/2023.

Acts 1965, No. 576, § 95; A.S.A. 1947, § 64-111.
Ark. Code Ann. § 4-92-105 — AR Code / Title 4 / Chapter 92 / Section 4-92-105
Agreement - Provisions prohibited and required
Status: in_force

(a) A rental-purchase agreement shall not contain a provision: (1) Requiring a confession of judgment; (2) Authorizing a merchant or agent of the merchant to commit a breach of the peace while repossessing merchandise; (3) Waiving a defense, counterclaim, or right the consumer may have against the merchant or an agent of the merchant; or (4) Requiring the purchase of insurance from the merchant to cover the merchandise. (b) A rental-purchase agreement must disclose: (1) Whether the merchandise is new or used; (2) The amount and timing of regular rental payments; (3) The total number of payments necessary and the total amount to be paid to acquire ownership; (4) The amounts and purpose of any other payment, charge, or fee in addition to the regular periodic rental payment; (5) That the consumer does not acquire any ownership rights until the consumer has complied with the ownership terms of the agreement; (6) Whether the consumer is liable for loss or damage to the merchandise, and if so, the maximum amount for which the consumer may be held liable; and (7) Notice of the right to reinstate an agreement as provided in § 4-92-106(a) . Acts 1987, No. 490, §§ 4, 5.

(a) A rental-purchase agreement shall not contain a provision: (1) Requiring a confession of judgment; (2) Authorizing a merchant or agent of the merchant to commit a breach of the peace while repossessing merchandise; (3) Waiving a defense, counterclaim, or right the consumer may have against the merchant or an agent of the merchant; or (4) Requiring the purchase of insurance from the merchant to cover the merchandise.

(1) Requiring a confession of judgment;

(2) Authorizing a merchant or agent of the merchant to commit a breach of the peace while repossessing merchandise;

(3) Waiving a defense, counterclaim, or right the consumer may have against the merchant or an agent of the merchant; or

(4) Requiring the purchase of insurance from the merchant to cover the merchandise.

(b) A rental-purchase agreement must disclose: (1) Whether the merchandise is new or used; (2) The amount and timing of regular rental payments; (3) The total number of payments necessary and the total amount to be paid to acquire ownership; (4) The amounts and purpose of any other payment, charge, or fee in addition to the regular periodic rental payment; (5) That the consumer does not acquire any ownership rights until the consumer has complied with the ownership terms of the agreement; (6) Whether the consumer is liable for loss or damage to the merchandise, and if so, the maximum amount for which the consumer may be held liable; and (7) Notice of the right to reinstate an agreement as provided in § 4-92-106(a) .

(1) Whether the merchandise is new or used;

(2) The amount and timing of regular rental payments;

(3) The total number of payments necessary and the total amount to be paid to acquire ownership;

(4) The amounts and purpose of any other payment, charge, or fee in addition to the regular periodic rental payment;

(5) That the consumer does not acquire any ownership rights until the consumer has complied with the ownership terms of the agreement;

(6) Whether the consumer is liable for loss or damage to the merchandise, and if so, the maximum amount for which the consumer may be held liable; and

(7) Notice of the right to reinstate an agreement as provided in § 4-92-106(a) .

Acts 1987, No. 490, §§ 4, 5.
Ark. Code Ann. § 4-38-211 — AR Code / Title 4 / Chapter 38 / Subchapter 2 / Section 4-38-211
Certificate of good standing or registration
Status: in_force

(a) On request of any person, the Secretary of State shall issue a certificate of good standing for a limited liability company or a certificate of registration for a registered foreign limited liability company. (b) A certificate under subsection (a) must state: (1) the limited liability company's name or the registered foreign limited liability company's name used in this state; (2) in the case of a limited liability company: (A) that a certificate of organization has been filed and has taken effect; (B) the date the certificate became effective; (C) the period of the company's duration if the records of the Secretary of State reflect that its period of duration is less than perpetual; and (D) that: (i) no statement of dissolution, statement of administrative dissolution, or statement of termination has been filed; (ii) the records of the Secretary of State do not otherwise reflect that the company has been dissolved or terminated; and (iii) a proceeding is not pending under § 4-38-708 ; (3) in the case of a registered foreign limited liability company, that it is registered to do business in this state; (4) that all fees, taxes, interest, and penalties owed to this state by the limited liability company or foreign limited liability company and collected through the Secretary of State have been paid, if: (A) payment is reflected in the records of the Secretary of State; and (B) nonpayment affects the good standing or registration of the company or foreign company; (5) that the most recent annual report required by § 4-38-212 has been delivered to the Secretary of State for filing; and (6) other facts reflected in the records of the Secretary of State pertaining to the limited liability company or foreign limited liability company which the person requesting the certificate reasonably requests. (c) Subject to any qualification stated in the certificate, a certificate issued by the Secretary of State under subsection (a) may be relied on as conclusive evidence of the facts stated in the certificate. Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.

(a) On request of any person, the Secretary of State shall issue a certificate of good standing for a limited liability company or a certificate of registration for a registered foreign limited liability company.

(b) A certificate under subsection (a) must state: (1) the limited liability company's name or the registered foreign limited liability company's name used in this state; (2) in the case of a limited liability company: (A) that a certificate of organization has been filed and has taken effect; (B) the date the certificate became effective; (C) the period of the company's duration if the records of the Secretary of State reflect that its period of duration is less than perpetual; and (D) that: (i) no statement of dissolution, statement of administrative dissolution, or statement of termination has been filed; (ii) the records of the Secretary of State do not otherwise reflect that the company has been dissolved or terminated; and (iii) a proceeding is not pending under § 4-38-708 ; (3) in the case of a registered foreign limited liability company, that it is registered to do business in this state; (4) that all fees, taxes, interest, and penalties owed to this state by the limited liability company or foreign limited liability company and collected through the Secretary of State have been paid, if: (A) payment is reflected in the records of the Secretary of State; and (B) nonpayment affects the good standing or registration of the company or foreign company; (5) that the most recent annual report required by § 4-38-212 has been delivered to the Secretary of State for filing; and (6) other facts reflected in the records of the Secretary of State pertaining to the limited liability company or foreign limited liability company which the person requesting the certificate reasonably requests.

(1) the limited liability company's name or the registered foreign limited liability company's name used in this state;

(2) in the case of a limited liability company: (A) that a certificate of organization has been filed and has taken effect; (B) the date the certificate became effective; (C) the period of the company's duration if the records of the Secretary of State reflect that its period of duration is less than perpetual; and (D) that: (i) no statement of dissolution, statement of administrative dissolution, or statement of termination has been filed; (ii) the records of the Secretary of State do not otherwise reflect that the company has been dissolved or terminated; and (iii) a proceeding is not pending under § 4-38-708 ;

(A) that a certificate of organization has been filed and has taken effect;

(B) the date the certificate became effective;

(C) the period of the company's duration if the records of the Secretary of State reflect that its period of duration is less than perpetual; and

(D) that: (i) no statement of dissolution, statement of administrative dissolution, or statement of termination has been filed; (ii) the records of the Secretary of State do not otherwise reflect that the company has been dissolved or terminated; and (iii) a proceeding is not pending under § 4-38-708 ;

(i) no statement of dissolution, statement of administrative dissolution, or statement of termination has been filed;

(ii) the records of the Secretary of State do not otherwise reflect that the company has been dissolved or terminated; and

(iii) a proceeding is not pending under § 4-38-708 ;

(3) in the case of a registered foreign limited liability company, that it is registered to do business in this state;

(4) that all fees, taxes, interest, and penalties owed to this state by the limited liability company or foreign limited liability company and collected through the Secretary of State have been paid, if: (A) payment is reflected in the records of the Secretary of State; and (B) nonpayment affects the good standing or registration of the company or foreign company;

(A) payment is reflected in the records of the Secretary of State; and

(B) nonpayment affects the good standing or registration of the company or foreign company;

(5) that the most recent annual report required by § 4-38-212 has been delivered to the Secretary of State for filing; and

(6) other facts reflected in the records of the Secretary of State pertaining to the limited liability company or foreign limited liability company which the person requesting the certificate reasonably requests.

(c) Subject to any qualification stated in the certificate, a certificate issued by the Secretary of State under subsection (a) may be relied on as conclusive evidence of the facts stated in the certificate.

Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Ark. Code Ann. § 4-116-103 — AR Code / Title 4 / Chapter 116 / Section 4-116-103
Scope
Status: in_force

Unless a facilitator has complied with the provisions of this chapter, a facilitator, including any officer, agent, employee or representative, individually or in conjunction or cooperation with another person, shall not: (1) Solicit the execution of, process, receive, or accept an application or agreement for a refund anticipation loan or refund anticipation check; or (2) Facilitate the making of a refund anticipation loan or refund anticipation check. Acts 2009, No. 1402, § 1.

Unless a facilitator has complied with the provisions of this chapter, a facilitator, including any officer, agent, employee or representative, individually or in conjunction or cooperation with another person, shall not:

(1) Solicit the execution of, process, receive, or accept an application or agreement for a refund anticipation loan or refund anticipation check; or

(2) Facilitate the making of a refund anticipation loan or refund anticipation check.

Acts 2009, No. 1402, § 1.
Ark. Code Ann. § 4-26-1010 — AR Code / Title 4 / Chapter 26 / Subchapter 10 / Section 4-26-1010
Effect of merger
Status: in_force

(a) When a merger becomes effective: (1) The surviving organization continues or comes into existence; (2) Each constituent organization that merges into the surviving organization ceases to exist as a separate entity; (3) All property owned by each constituent organization that ceases to exist vests in the surviving organization; (4) All debts, liabilities, and other obligations of each constituent organization that ceases to exist continue as obligations of the surviving organization; (5) An action or proceeding pending by or against a constituent organization that ceases to exist may continue as if the merger had not occurred; (6) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization; (7) Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect; (8) Except as otherwise agreed, if a constituent corporation ceases to exist, the merger does not dissolve the corporation for purposes of § 4-26-1101 et seq.; and (9) Any amendments provided for in the articles of merger for the organizational documents of the surviving organization become effective. (b) (1) A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by a constituent organization if before the merger the constituent organization was subject to suit in this state on the obligation. (2) A surviving organization that is a foreign organization and not authorized to transact business in this state may be served with process under § 4-20-113 if the surviving organization: (A) Fails to appoint an agent for service of process under § 4-20-112 ; (B) No longer has an agent for service of process; or (C) Has an agent for service of process that cannot with reasonable diligence be served. Acts 2009, No. 408, § 1.

(a) When a merger becomes effective: (1) The surviving organization continues or comes into existence; (2) Each constituent organization that merges into the surviving organization ceases to exist as a separate entity; (3) All property owned by each constituent organization that ceases to exist vests in the surviving organization; (4) All debts, liabilities, and other obligations of each constituent organization that ceases to exist continue as obligations of the surviving organization; (5) An action or proceeding pending by or against a constituent organization that ceases to exist may continue as if the merger had not occurred; (6) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization; (7) Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect; (8) Except as otherwise agreed, if a constituent corporation ceases to exist, the merger does not dissolve the corporation for purposes of § 4-26-1101 et seq.; and (9) Any amendments provided for in the articles of merger for the organizational documents of the surviving organization become effective.

(1) The surviving organization continues or comes into existence;

(2) Each constituent organization that merges into the surviving organization ceases to exist as a separate entity;

(3) All property owned by each constituent organization that ceases to exist vests in the surviving organization;

(4) All debts, liabilities, and other obligations of each constituent organization that ceases to exist continue as obligations of the surviving organization;

(5) An action or proceeding pending by or against a constituent organization that ceases to exist may continue as if the merger had not occurred;

(6) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization;

(7) Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect;

(8) Except as otherwise agreed, if a constituent corporation ceases to exist, the merger does not dissolve the corporation for purposes of § 4-26-1101 et seq.; and

(9) Any amendments provided for in the articles of merger for the organizational documents of the surviving organization become effective.

(b) (1) A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by a constituent organization if before the merger the constituent organization was subject to suit in this state on the obligation. (2) A surviving organization that is a foreign organization and not authorized to transact business in this state may be served with process under § 4-20-113 if the surviving organization: (A) Fails to appoint an agent for service of process under § 4-20-112 ; (B) No longer has an agent for service of process; or (C) Has an agent for service of process that cannot with reasonable diligence be served.

(1) A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by a constituent organization if before the merger the constituent organization was subject to suit in this state on the obligation.

(2) A surviving organization that is a foreign organization and not authorized to transact business in this state may be served with process under § 4-20-113 if the surviving organization: (A) Fails to appoint an agent for service of process under § 4-20-112 ; (B) No longer has an agent for service of process; or (C) Has an agent for service of process that cannot with reasonable diligence be served.

(A) Fails to appoint an agent for service of process under § 4-20-112 ;

(B) No longer has an agent for service of process; or

(C) Has an agent for service of process that cannot with reasonable diligence be served.

Acts 2009, No. 408, § 1.
Ark. Code Ann. § 4-29-213 — AR Code / Title 4 / Chapter 29 / Subchapter 2 / Section 4-29-213
Shares of deceased or disqualified shareholder - Price
Status: in_force

If the articles of incorporation or bylaws of a corporation subject to this subchapter fail to state a price or method of determining a fixed price at which the corporation or its shareholders may purchase the shares of a deceased shareholder or a shareholder no longer qualified to own shares in the corporation, then the price for the shares shall be the book value as of the end of the month immediately preceding the death or disqualification of the shareholder. Book value shall be determined from the books and records of the corporation in accordance with the regular method of accounting used by the corporation. Acts 1963, No. 155, § 17; A.S.A. 1947, § 64-2017.

If the articles of incorporation or bylaws of a corporation subject to this subchapter fail to state a price or method of determining a fixed price at which the corporation or its shareholders may purchase the shares of a deceased shareholder or a shareholder no longer qualified to own shares in the corporation, then the price for the shares shall be the book value as of the end of the month immediately preceding the death or disqualification of the shareholder. Book value shall be determined from the books and records of the corporation in accordance with the regular method of accounting used by the corporation.

Acts 1963, No. 155, § 17; A.S.A. 1947, § 64-2017.
Ark. Code Ann. § 4-20-114 — AR Code / Title 4 / Chapter 20 / Section 4-20-114
Duties of registered agent
Status: in_force

The only duties under this chapter of a registered agent who has complied with this chapter are: (1) to forward to the represented entity at the address most recently supplied to the agent by the entity any process, notice, or demand that is served on the agent; (2) to provide the notices required by this chapter to the entity at the address most recently supplied to the agent by the entity; (3) if the agent is a noncommercial registered agent, to keep current the information required by § 4-20-105(a) in the most recent registered agent filing for the entity; and (4) if the agent is a commercial registered agent, to keep current the information listed for it under § 4-20-106(a) . Acts 2007, No. 638, § 1.

The only duties under this chapter of a registered agent who has complied with this chapter are:

(1) to forward to the represented entity at the address most recently supplied to the agent by the entity any process, notice, or demand that is served on the agent;

(2) to provide the notices required by this chapter to the entity at the address most recently supplied to the agent by the entity;

(3) if the agent is a noncommercial registered agent, to keep current the information required by § 4-20-105(a) in the most recent registered agent filing for the entity; and

(4) if the agent is a commercial registered agent, to keep current the information listed for it under § 4-20-106(a) .

Acts 2007, No. 638, § 1.
Ark. Code Ann. § 4-30-106 — AR Code / Title 4 / Chapter 30 / Subchapter 1 / Section 4-30-106
Corporate title
Status: in_force

The title of the corporation may begin with "The" and shall end with "Association", "Company", "Corporation", "Exchange", "Society", "Union", or "Incorporated" or its abbreviation "Inc.". Acts 1921, No. 632, § 2; Pope's Dig., § 2263; A.S.A. 1947, § 64-1503; Acts 1989, No. 493, § 1.

The title of the corporation may begin with "The" and shall end with "Association", "Company", "Corporation", "Exchange", "Society", "Union", or "Incorporated" or its abbreviation "Inc.".

Acts 1921, No. 632, § 2; Pope's Dig., § 2263; A.S.A. 1947, § 64-1503; Acts 1989, No. 493, § 1.
Ark. Code Ann. § 4-35-107 — AR Code / Title 4 / Chapter 35 / Subchapter 1 / Section 4-35-107
Freedom of Information Act of 1967 applicable
Status: in_force

All meetings and records of a water authority shall be subject to the Freedom of Information Act of 1967, § 25-19-101 et seq. Acts 2003, No. 1330, § 3.

All meetings and records of a water authority shall be subject to the Freedom of Information Act of 1967, § 25-19-101 et seq.

Acts 2003, No. 1330, § 3.