Ark. Code Ann. § 4-105-206 — AR Code / Title 4 / Chapter 105 / Subchapter 2 / Section 4-105-206
Refund or replacement
Status: in_force

(a) (1) To receive a comparable new assistive device or a refund due under the provisions of this subchapter, a consumer shall offer to the manufacturer of the assistive device having the nonconformity to transfer possession of that assistive device to that manufacturer. (2) No later than fifteen (15) calendar days after that offer, the manufacturer shall provide the consumer with an assistive device or a refund. (b) After the manufacturer provides the new assistive device or refund, the consumer shall return the assistive device having the nonconformity to the manufacturer or its dealer, along with any endorsements necessary to transfer ownership to the manufacturer. (c) (1) (A) To receive a refund due under the provisions of this subchapter, a person who leases an assistive device from an assistive device lessor under a written lease shall offer to return the assistive device having the nonconformity to its manufacturer. (B) No later than fifteen (15) calendar days after that offer, the manufacturer shall provide the refund to the consumer. (2) After the manufacturer provides the refund, the consumer shall return to the manufacturer the nonconforming assistive device. (d) (1) To receive a refund due under the provisions of this subchapter, an assistive device lessor shall offer to transfer possession of the assistive device having the nonconformity to its manufacturer. (2) No later than fifteen (15) calendar days after that offer, the manufacturer shall provide the refund to the assistive device lessor. (e) A consumer who prevails in any legal proceeding under this subchapter is entitled to recover as part of the judgment a sum equal to the aggregate amount of costs and expenses, including attorney's fees based upon actual time expended by the attorney, determined by the court to have been reasonably incurred by the consumer for or in connection with the commencement and prosecution of the action. Acts 1999, No. 953, § 6.

(a) (1) To receive a comparable new assistive device or a refund due under the provisions of this subchapter, a consumer shall offer to the manufacturer of the assistive device having the nonconformity to transfer possession of that assistive device to that manufacturer. (2) No later than fifteen (15) calendar days after that offer, the manufacturer shall provide the consumer with an assistive device or a refund.

(1) To receive a comparable new assistive device or a refund due under the provisions of this subchapter, a consumer shall offer to the manufacturer of the assistive device having the nonconformity to transfer possession of that assistive device to that manufacturer.

(2) No later than fifteen (15) calendar days after that offer, the manufacturer shall provide the consumer with an assistive device or a refund.

(b) After the manufacturer provides the new assistive device or refund, the consumer shall return the assistive device having the nonconformity to the manufacturer or its dealer, along with any endorsements necessary to transfer ownership to the manufacturer.

(c) (1) (A) To receive a refund due under the provisions of this subchapter, a person who leases an assistive device from an assistive device lessor under a written lease shall offer to return the assistive device having the nonconformity to its manufacturer. (B) No later than fifteen (15) calendar days after that offer, the manufacturer shall provide the refund to the consumer. (2) After the manufacturer provides the refund, the consumer shall return to the manufacturer the nonconforming assistive device.

(1) (A) To receive a refund due under the provisions of this subchapter, a person who leases an assistive device from an assistive device lessor under a written lease shall offer to return the assistive device having the nonconformity to its manufacturer. (B) No later than fifteen (15) calendar days after that offer, the manufacturer shall provide the refund to the consumer.

(A) To receive a refund due under the provisions of this subchapter, a person who leases an assistive device from an assistive device lessor under a written lease shall offer to return the assistive device having the nonconformity to its manufacturer.

(B) No later than fifteen (15) calendar days after that offer, the manufacturer shall provide the refund to the consumer.

(2) After the manufacturer provides the refund, the consumer shall return to the manufacturer the nonconforming assistive device.

(d) (1) To receive a refund due under the provisions of this subchapter, an assistive device lessor shall offer to transfer possession of the assistive device having the nonconformity to its manufacturer. (2) No later than fifteen (15) calendar days after that offer, the manufacturer shall provide the refund to the assistive device lessor.

(1) To receive a refund due under the provisions of this subchapter, an assistive device lessor shall offer to transfer possession of the assistive device having the nonconformity to its manufacturer.

(2) No later than fifteen (15) calendar days after that offer, the manufacturer shall provide the refund to the assistive device lessor.

(e) A consumer who prevails in any legal proceeding under this subchapter is entitled to recover as part of the judgment a sum equal to the aggregate amount of costs and expenses, including attorney's fees based upon actual time expended by the attorney, determined by the court to have been reasonably incurred by the consumer for or in connection with the commencement and prosecution of the action.

Acts 1999, No. 953, § 6.
Ark. Code Ann. § 4-26-1004 — AR Code / Title 4 / Chapter 26 / Subchapter 10 / Section 4-26-1004
Filings required for conversion - Effective date
Status: in_force

(a) (1) After a plan of conversion is approved a converting corporation shall file articles of conversion with the Secretary of State. (2) The articles of conversion shall include: (A) A statement that the corporation has been converted into another organization; (B) The name and form of the converted organization and the jurisdiction of its governing statute; (C) The date the conversion is effective under the governing statute of the converted organization; (D) A statement that the conversion was approved as required by this chapter; (E) A statement that the conversion was approved as required by the governing statute of the converted organization; (F) A statement confirming that the converted organization has filed a statement appointing an agent for service of process under § 4-20-112 if the converted organization is a foreign organization not authorized to transact business in this state; and (G) (i) A copy of the plan of conversion; or (ii) A statement that: (a) Contains the address of an office of the organization where the plan of conversion is on file; and (b) A copy of the plan of conversion will be furnished by the converting corporation on request and without cost to any shareholder of the converting corporation. (b) (1) If the converting organization is not a converting corporation, the converting organization shall file articles of incorporation with the Secretary of State. (2) The articles of incorporation shall include, in addition to the information required by § 4-26-202 : (A) A statement that the corporation was converted from another organization; (B) The name and form of the converting organization and the jurisdiction of its governing statute; and (C) A statement that the conversion was approved in a manner that complied with the converting organization's governing statute. (c) A conversion becomes effective: (1) If the converted organization is a corporation, when the articles of incorporation take effect; and (2) If the converted organization is not a corporation, as provided by the governing statute of the converted organization. Acts 2009, No. 408, § 1.

(a) (1) After a plan of conversion is approved a converting corporation shall file articles of conversion with the Secretary of State. (2) The articles of conversion shall include: (A) A statement that the corporation has been converted into another organization; (B) The name and form of the converted organization and the jurisdiction of its governing statute; (C) The date the conversion is effective under the governing statute of the converted organization; (D) A statement that the conversion was approved as required by this chapter; (E) A statement that the conversion was approved as required by the governing statute of the converted organization; (F) A statement confirming that the converted organization has filed a statement appointing an agent for service of process under § 4-20-112 if the converted organization is a foreign organization not authorized to transact business in this state; and (G) (i) A copy of the plan of conversion; or (ii) A statement that: (a) Contains the address of an office of the organization where the plan of conversion is on file; and (b) A copy of the plan of conversion will be furnished by the converting corporation on request and without cost to any shareholder of the converting corporation.

(1) After a plan of conversion is approved a converting corporation shall file articles of conversion with the Secretary of State.

(2) The articles of conversion shall include: (A) A statement that the corporation has been converted into another organization; (B) The name and form of the converted organization and the jurisdiction of its governing statute; (C) The date the conversion is effective under the governing statute of the converted organization; (D) A statement that the conversion was approved as required by this chapter; (E) A statement that the conversion was approved as required by the governing statute of the converted organization; (F) A statement confirming that the converted organization has filed a statement appointing an agent for service of process under § 4-20-112 if the converted organization is a foreign organization not authorized to transact business in this state; and (G) (i) A copy of the plan of conversion; or (ii) A statement that: (a) Contains the address of an office of the organization where the plan of conversion is on file; and (b) A copy of the plan of conversion will be furnished by the converting corporation on request and without cost to any shareholder of the converting corporation.

(A) A statement that the corporation has been converted into another organization;

(B) The name and form of the converted organization and the jurisdiction of its governing statute;

(C) The date the conversion is effective under the governing statute of the converted organization;

(D) A statement that the conversion was approved as required by this chapter;

(E) A statement that the conversion was approved as required by the governing statute of the converted organization;

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

(G) (i) A copy of the plan of conversion; or (ii) A statement that: (a) Contains the address of an office of the organization where the plan of conversion is on file; and (b) A copy of the plan of conversion will be furnished by the converting corporation on request and without cost to any shareholder of the converting corporation.

(i) A copy of the plan of conversion; or

(ii) A statement that: (a) Contains the address of an office of the organization where the plan of conversion is on file; and (b) A copy of the plan of conversion will be furnished by the converting corporation on request and without cost to any shareholder of the converting corporation.

(a) Contains the address of an office of the organization where the plan of conversion is on file; and

(b) A copy of the plan of conversion will be furnished by the converting corporation on request and without cost to any shareholder of the converting corporation.

(b) (1) If the converting organization is not a converting corporation, the converting organization shall file articles of incorporation with the Secretary of State. (2) The articles of incorporation shall include, in addition to the information required by § 4-26-202 : (A) A statement that the corporation was converted from another organization; (B) The name and form of the converting organization and the jurisdiction of its governing statute; and (C) A statement that the conversion was approved in a manner that complied with the converting organization's governing statute.

(1) If the converting organization is not a converting corporation, the converting organization shall file articles of incorporation with the Secretary of State.

(2) The articles of incorporation shall include, in addition to the information required by § 4-26-202 : (A) A statement that the corporation was converted from another organization; (B) The name and form of the converting organization and the jurisdiction of its governing statute; and (C) A statement that the conversion was approved in a manner that complied with the converting organization's governing statute.

(A) A statement that the corporation was converted from another organization;

(B) The name and form of the converting organization and the jurisdiction of its governing statute; and

(C) A statement that the conversion was approved in a manner that complied with the converting organization's governing statute.

(c) A conversion becomes effective: (1) If the converted organization is a corporation, when the articles of incorporation take effect; and (2) If the converted organization is not a corporation, as provided by the governing statute of the converted organization.

(1) If the converted organization is a corporation, when the articles of incorporation take effect; and

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

Acts 2009, No. 408, § 1.
Ark. Code Ann. § 4-37-502 — AR Code / Title 4 / Chapter 37 / Subchapter 5 / Section 4-37-502
Winding up dissolved protected series
Status: in_force

(a) Subject to subsections (b) and (c) and in accordance with § 4-37-108 : (1) a dissolved protected series shall wind up its activities and affairs in the same manner that a limited liability company winds up its activities and affairs under § 4-38-702 , subject to the same requirements and conditions and with the same effects; and (2) judicial supervision or another judicial remedy is available in the winding up of the protected series to the same extent, in the same manner, under the same conditions, and with the same effects that apply under § 4-38-702 . (b) When a protected series of a series limited liability company dissolves, the company may deliver to the Secretary of State for filing a statement of protected series dissolution stating the name of the company and the protected series and that the protected series is dissolved. The filing of the statement by the Secretary of State has the same effect as the filing by the Secretary of State of a statement of dissolution under § 4-38-702 . (c) When a protected series of a series limited liability company has completed winding up, the company may deliver to the Secretary of State for filing a statement of designation cancellation stating the name of the company and the protected series and that the protected series is terminated. The filing of the statement by the Secretary of State has the same effect as the filing by the Secretary of State of a statement of termination under § 4-38-702 . (d) A series limited liability company has not completed its winding up until each of the protected series of the company has completed its winding up. Amended by Act 2021, No. 1041,§ 18, eff. 7/28/2021. Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.

(a) Subject to subsections (b) and (c) and in accordance with § 4-37-108 : (1) a dissolved protected series shall wind up its activities and affairs in the same manner that a limited liability company winds up its activities and affairs under § 4-38-702 , subject to the same requirements and conditions and with the same effects; and (2) judicial supervision or another judicial remedy is available in the winding up of the protected series to the same extent, in the same manner, under the same conditions, and with the same effects that apply under § 4-38-702 .

(1) a dissolved protected series shall wind up its activities and affairs in the same manner that a limited liability company winds up its activities and affairs under § 4-38-702 , subject to the same requirements and conditions and with the same effects; and

(2) judicial supervision or another judicial remedy is available in the winding up of the protected series to the same extent, in the same manner, under the same conditions, and with the same effects that apply under § 4-38-702 .

(b) When a protected series of a series limited liability company dissolves, the company may deliver to the Secretary of State for filing a statement of protected series dissolution stating the name of the company and the protected series and that the protected series is dissolved. The filing of the statement by the Secretary of State has the same effect as the filing by the Secretary of State of a statement of dissolution under § 4-38-702 .

(c) When a protected series of a series limited liability company has completed winding up, the company may deliver to the Secretary of State for filing a statement of designation cancellation stating the name of the company and the protected series and that the protected series is terminated. The filing of the statement by the Secretary of State has the same effect as the filing by the Secretary of State of a statement of termination under § 4-38-702 .

(d) A series limited liability company has not completed its winding up until each of the protected series of the company has completed its winding up.

Amended by Act 2021, No. 1041,§ 18, eff. 7/28/2021.

Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.
Ark. Code Ann. § 4-26-103 — AR Code / Title 4 / Chapter 26 / Subchapter 1 / Section 4-26-103
Applicability of chapter
Status: in_force

(a) Corporations may be organized under this chapter for any lawful purposes except that where another statute of this state, other than Acts 1931, No. 255, which is repealed by this chapter, requires that corporations of any designated class be organized thereunder, corporations of that designated class shall be organized under the other statute and shall be subject to the provisions thereof. (b) In respect to all corporations of any designated class that could be organized under this chapter but which are subject to the provisions of any other statute or statutes placing restrictions or conditions on the organization of these corporations, or providing for the regulation of corporations after organization, the provisions of this chapter shall apply to corporations only to the extent that this chapter is not inconsistent with the provisions of the other statute or statutes. This chapter is not intended to repeal, amend, or qualify any statutes of such character. (c) From and after midnight December 31, 1965, all corporations now existing and chartered under Acts 1931, No. 255 [repealed], or under Acts 1927, No. 250, or under Act April 12, 1869, shall be subject to the provisions of this chapter, subject, however, to the following: (1) A corporation originally incorporated under a general business corporation statute of this state, but belonging to a class whereunder the organizational filing procedures have been transferred to some state office or agency other than the Secretary of State, will not be subjected to the provisions of this chapter; (2) Previously chartered corporations brought under the provisions of this chapter will not be required to substitute new filings under this chapter for filings heretofore made with the Secretary of State and the county clerk in accordance with the requirements of the applicable antecedent statutes; and each designation of a resident agent and resident office made in accordance with the then applicable law by a previously chartered corporation brought under this chapter is declared a valid designation for the purposes of this chapter; (3) Previously chartered corporations that are subject to regulation under other statutes shall remain subject to such regulation. (d) To the extent that they were subject to the provisions of Acts 1931, No. 255, corporations created under the Dental Corporation Act, § 4-29-401 et seq., or under the Medical Corporation Act, § 4-29-301 et seq., shall be subject to the provisions of this chapter. However, corporations created under the Dental Corporation Act, § 4-29-401 et seq., or the Medical Corporation Act, § 4-29-301 et seq., prior to midnight December 31, 1965, will not be required to make new filings in lieu of lawful filings made by those corporations prior to midnight, December 31, 1965, and each lawful designation of resident agent or resident office made prior to midnight December 31, 1965, by the corporations shall be continued in effect as a valid designation under this chapter. Acts 1965, No. 576, § 3; A.S.A. 1947, § 64-103.

(a) Corporations may be organized under this chapter for any lawful purposes except that where another statute of this state, other than Acts 1931, No. 255, which is repealed by this chapter, requires that corporations of any designated class be organized thereunder, corporations of that designated class shall be organized under the other statute and shall be subject to the provisions thereof.

(b) In respect to all corporations of any designated class that could be organized under this chapter but which are subject to the provisions of any other statute or statutes placing restrictions or conditions on the organization of these corporations, or providing for the regulation of corporations after organization, the provisions of this chapter shall apply to corporations only to the extent that this chapter is not inconsistent with the provisions of the other statute or statutes. This chapter is not intended to repeal, amend, or qualify any statutes of such character.

(c) From and after midnight December 31, 1965, all corporations now existing and chartered under Acts 1931, No. 255 [repealed], or under Acts 1927, No. 250, or under Act April 12, 1869, shall be subject to the provisions of this chapter, subject, however, to the following: (1) A corporation originally incorporated under a general business corporation statute of this state, but belonging to a class whereunder the organizational filing procedures have been transferred to some state office or agency other than the Secretary of State, will not be subjected to the provisions of this chapter; (2) Previously chartered corporations brought under the provisions of this chapter will not be required to substitute new filings under this chapter for filings heretofore made with the Secretary of State and the county clerk in accordance with the requirements of the applicable antecedent statutes; and each designation of a resident agent and resident office made in accordance with the then applicable law by a previously chartered corporation brought under this chapter is declared a valid designation for the purposes of this chapter; (3) Previously chartered corporations that are subject to regulation under other statutes shall remain subject to such regulation.

(1) A corporation originally incorporated under a general business corporation statute of this state, but belonging to a class whereunder the organizational filing procedures have been transferred to some state office or agency other than the Secretary of State, will not be subjected to the provisions of this chapter;

(2) Previously chartered corporations brought under the provisions of this chapter will not be required to substitute new filings under this chapter for filings heretofore made with the Secretary of State and the county clerk in accordance with the requirements of the applicable antecedent statutes; and each designation of a resident agent and resident office made in accordance with the then applicable law by a previously chartered corporation brought under this chapter is declared a valid designation for the purposes of this chapter;

(3) Previously chartered corporations that are subject to regulation under other statutes shall remain subject to such regulation.

(d) To the extent that they were subject to the provisions of Acts 1931, No. 255, corporations created under the Dental Corporation Act, § 4-29-401 et seq., or under the Medical Corporation Act, § 4-29-301 et seq., shall be subject to the provisions of this chapter. However, corporations created under the Dental Corporation Act, § 4-29-401 et seq., or the Medical Corporation Act, § 4-29-301 et seq., prior to midnight December 31, 1965, will not be required to make new filings in lieu of lawful filings made by those corporations prior to midnight, December 31, 1965, and each lawful designation of resident agent or resident office made prior to midnight December 31, 1965, by the corporations shall be continued in effect as a valid designation under this chapter.

Acts 1965, No. 576, § 3; A.S.A. 1947, § 64-103.
Ark. Code Ann. § 4-75-906 — AR Code / Title 4 / Chapter 75 / Subchapter 9 / Section 4-75-906
Bidding procedures
Status: in_force

If bids are solicited from exhibitors for the licensing of a motion picture within this state, then: (1) The invitation to bid shall specify: (A) The number and length of runs for which the bid is being solicited, whether it is a first run, second run, or subsequent run, and the geographic area for each run; (B) The names of all exhibitors who are being solicited; (C) The date and hour the invitation to bid expires; and (D) The location, including the address, where the bids will be opened, which shall be within this state or at the nearest film exchange; (2) All bids shall be submitted in writing and shall be opened at the same time and in the presence of exhibitors, or their agents, who submitted bids and are present at the time, in one (1) of the three (3) largest cities within the state or at the nearest film exchange; (3) After being opened, bids shall be subject to examination by exhibitors or their agents who submitted bids. Within seven (7) business days after a bid is opened, the distributor shall notify in writing each exhibitor who submitted a bid of the terms of the accepted bid and the name of the winning bidder; and (4) Once bids are solicited, the distributor shall license the picture only by bidding and may solicit rebids or negotiate if he or she does not accept any of the submitted bids. Acts 1981, No. 606, § 4; A.S.A. 1947, § 70-1104.

If bids are solicited from exhibitors for the licensing of a motion picture within this state, then:

(1) The invitation to bid shall specify: (A) The number and length of runs for which the bid is being solicited, whether it is a first run, second run, or subsequent run, and the geographic area for each run; (B) The names of all exhibitors who are being solicited; (C) The date and hour the invitation to bid expires; and (D) The location, including the address, where the bids will be opened, which shall be within this state or at the nearest film exchange;

(A) The number and length of runs for which the bid is being solicited, whether it is a first run, second run, or subsequent run, and the geographic area for each run;

(B) The names of all exhibitors who are being solicited;

(C) The date and hour the invitation to bid expires; and

(D) The location, including the address, where the bids will be opened, which shall be within this state or at the nearest film exchange;

(2) All bids shall be submitted in writing and shall be opened at the same time and in the presence of exhibitors, or their agents, who submitted bids and are present at the time, in one (1) of the three (3) largest cities within the state or at the nearest film exchange;

(3) After being opened, bids shall be subject to examination by exhibitors or their agents who submitted bids. Within seven (7) business days after a bid is opened, the distributor shall notify in writing each exhibitor who submitted a bid of the terms of the accepted bid and the name of the winning bidder; and

(4) Once bids are solicited, the distributor shall license the picture only by bidding and may solicit rebids or negotiate if he or she does not accept any of the submitted bids.

Acts 1981, No. 606, § 4; A.S.A. 1947, § 70-1104.
Ark. Code Ann. § 4-27-1110 — AR Code / Title 4 / Chapter 27 / Subchapter 11 / Section 4-27-1110
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 the purposes of § 4-27-1401 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, § 2.

(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 the purposes of § 4-27-1401 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 the purposes of § 4-27-1401 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, § 2.
Ark. Code Ann. § 4-33-1701 — AR Code / Title 4 / Chapter 33 / Subchapter 17 / Section 4-33-1701
Application to existing domestic corporations
Status: in_force

All provisions of this chapter shall apply to all domestic corporations incorporated on or after January 1, 1994, as specified in § 4-33-1706 . A corporation incorporated prior to January 1, 1994, under any general statute of this state providing for incorporation of nonprofit corporations may elect to be governed by the provisions of this chapter by amending its articles of incorporation to provide that it shall be so governed. Such election may be made at any time on or after midnight, December 31, 1993, but once made shall be irrevocable. The amendment to the articles of incorporation effecting such election must be approved by the affirmative vote of at least a majority of the members of the corporation or if such corporation has no members, by the affirmative vote of at least a majority of the directors of the corporation. Domestic corporations existing prior to midnight, December 31, 1993, which do not elect to be governed by its provisions shall continue to be governed by preexisting law. 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 domestic corporations or associations regulated by the Insurance Commissioner under title 23 of the Arkansas Code or related laws as nonprofit corporations including but not limited to hospital or medical service corporations, health maintenance organizations, and fraternal benefit societies. Acts 1993, No. 1147, § 1701; 1999, No. 26, § 1.

All provisions of this chapter shall apply to all domestic corporations incorporated on or after January 1, 1994, as specified in § 4-33-1706 . A corporation incorporated prior to January 1, 1994, under any general statute of this state providing for incorporation of nonprofit corporations may elect to be governed by the provisions of this chapter by amending its articles of incorporation to provide that it shall be so governed. Such election may be made at any time on or after midnight, December 31, 1993, but once made shall be irrevocable. The amendment to the articles of incorporation effecting such election must be approved by the affirmative vote of at least a majority of the members of the corporation or if such corporation has no members, by the affirmative vote of at least a majority of the directors of the corporation. Domestic corporations existing prior to midnight, December 31, 1993, which do not elect to be governed by its provisions shall continue to be governed by preexisting law. 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 domestic corporations or associations regulated by the Insurance Commissioner under title 23 of the Arkansas Code or related laws as nonprofit corporations including but not limited to hospital or medical service corporations, health maintenance organizations, and fraternal benefit societies.

Acts 1993, No. 1147, § 1701; 1999, No. 26, § 1.
Ark. Code Ann. § 4-99-201 — AR Code / Title 4 / Chapter 99 / Subchapter 2 / Section 4-99-201
Caller identification - Information offered - Penalty for violation - Definition
Status: in_force

(a) (1) Any person who on behalf of any charity, business, or organization calls a residential phone number for the purpose of soliciting or requesting a contribution or to offer goods or services shall immediately disclose to the person contacted: (A) The caller's identity and the identity of the person or organization on whose behalf the telephone call is being made; and (B) The purpose of the telephone call, including a brief description of the goods or services to be offered. (2) If the person receiving the telephone call indicates that he or she does not want to hear about the charity, goods, or services, the caller shall not attempt to provide additional information during that conversation about the charity, goods, or services. (b) A violation of this section shall be a Class A misdemeanor. (c) (1) A violation of the provisions of this section shall constitute an unfair and deceptive act or practice as defined by the Deceptive Trade Practices Act, § 4-88-101 et seq. (2) All remedies, penalties, and authority granted to the Attorney General under the Deceptive Trade Practices Act, § 4-88-101 et seq., shall be available to the Attorney General for the enforcement of this section. (3) (A) No person under subdivision (a)(1) of this section shall display or cause to be displayed a fictitious or misleading name or telephone number on an Arkansas resident's telephone caller identification service. (B) For purposes of this section, "caller identification service" means a service offered by a telecommunications provider that provides caller identification information to a device capable of displaying the information. (d) Nothing in this section limits the rights or remedies which are otherwise available to a consumer under any other law. (e) The obligations under this section are cumulative and should in no way be deemed to limit the obligations imposed under any other law. Acts 1997, No. 1157, § 1; 2003, No. 1465, § 5.

(a) (1) Any person who on behalf of any charity, business, or organization calls a residential phone number for the purpose of soliciting or requesting a contribution or to offer goods or services shall immediately disclose to the person contacted: (A) The caller's identity and the identity of the person or organization on whose behalf the telephone call is being made; and (B) The purpose of the telephone call, including a brief description of the goods or services to be offered. (2) If the person receiving the telephone call indicates that he or she does not want to hear about the charity, goods, or services, the caller shall not attempt to provide additional information during that conversation about the charity, goods, or services.

(1) Any person who on behalf of any charity, business, or organization calls a residential phone number for the purpose of soliciting or requesting a contribution or to offer goods or services shall immediately disclose to the person contacted: (A) The caller's identity and the identity of the person or organization on whose behalf the telephone call is being made; and (B) The purpose of the telephone call, including a brief description of the goods or services to be offered.

(A) The caller's identity and the identity of the person or organization on whose behalf the telephone call is being made; and

(B) The purpose of the telephone call, including a brief description of the goods or services to be offered.

(2) If the person receiving the telephone call indicates that he or she does not want to hear about the charity, goods, or services, the caller shall not attempt to provide additional information during that conversation about the charity, goods, or services.

(b) A violation of this section shall be a Class A misdemeanor.

(c) (1) A violation of the provisions of this section shall constitute an unfair and deceptive act or practice as defined by the Deceptive Trade Practices Act, § 4-88-101 et seq. (2) All remedies, penalties, and authority granted to the Attorney General under the Deceptive Trade Practices Act, § 4-88-101 et seq., shall be available to the Attorney General for the enforcement of this section. (3) (A) No person under subdivision (a)(1) of this section shall display or cause to be displayed a fictitious or misleading name or telephone number on an Arkansas resident's telephone caller identification service. (B) For purposes of this section, "caller identification service" means a service offered by a telecommunications provider that provides caller identification information to a device capable of displaying the information.

(1) A violation of the provisions of this section shall constitute an unfair and deceptive act or practice as defined by the Deceptive Trade Practices Act, § 4-88-101 et seq.

(2) All remedies, penalties, and authority granted to the Attorney General under the Deceptive Trade Practices Act, § 4-88-101 et seq., shall be available to the Attorney General for the enforcement of this section.

(3) (A) No person under subdivision (a)(1) of this section shall display or cause to be displayed a fictitious or misleading name or telephone number on an Arkansas resident's telephone caller identification service. (B) For purposes of this section, "caller identification service" means a service offered by a telecommunications provider that provides caller identification information to a device capable of displaying the information.

(A) No person under subdivision (a)(1) of this section shall display or cause to be displayed a fictitious or misleading name or telephone number on an Arkansas resident's telephone caller identification service.

(B) For purposes of this section, "caller identification service" means a service offered by a telecommunications provider that provides caller identification information to a device capable of displaying the information.

(d) Nothing in this section limits the rights or remedies which are otherwise available to a consumer under any other law.

(e) The obligations under this section are cumulative and should in no way be deemed to limit the obligations imposed under any other law.

Acts 1997, No. 1157, § 1; 2003, No. 1465, § 5.
Ark. Code Ann. § 4-74-104 — AR Code / Title 4 / Chapter 74 / Section 4-74-104
Enforcement of chapter
Status: in_force

It is the duty of the sheriff and other law enforcement officers in each county and the prosecuting attorney for each county to enforce the provisions of this chapter. Acts 1983, No. 297, § 10; A.S.A. 1947, § 71-5510.

It is the duty of the sheriff and other law enforcement officers in each county and the prosecuting attorney for each county to enforce the provisions of this chapter.

Acts 1983, No. 297, § 10; A.S.A. 1947, § 71-5510.
Ark. Code Ann. § 4-27-1703 — AR Code / Title 4 / Chapter 27 / Subchapter 17 / Section 4-27-1703
Saving provisions
Status: in_force

(a) Except as provided in subsection (b) of this section, the repeal of a statute by this chapter does not affect: (1) the operation of the statute or any action taken under it before its repeal; (2) any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal; (3) any violation of the statute, or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal; (4) any proceeding, reorganization, or dissolution commenced under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed. (b) If a penalty or punishment imposed for violation of a statute repealed by this chapter is reduced by this chapter, the penalty or punishment, if not already imposed, shall be imposed in accordance with this chapter. Acts 1987, No. 958, § 64-1703.

(a) Except as provided in subsection (b) of this section, the repeal of a statute by this chapter does not affect: (1) the operation of the statute or any action taken under it before its repeal; (2) any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal; (3) any violation of the statute, or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal; (4) any proceeding, reorganization, or dissolution commenced under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed.

(1) the operation of the statute or any action taken under it before its repeal;

(2) any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal;

(3) any violation of the statute, or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal;

(4) any proceeding, reorganization, or dissolution commenced under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed.

(b) If a penalty or punishment imposed for violation of a statute repealed by this chapter is reduced by this chapter, the penalty or punishment, if not already imposed, shall be imposed in accordance with this chapter.

Acts 1987, No. 958, § 64-1703.
Ark. Code Ann. § 4-33-402 — AR Code / Title 4 / Chapter 33 / Subchapter 4 / Section 4-33-402
Reserved name
Status: repealed

(a) A person may reserve the exclusive use of a corporate name, including a fictitious name for a foreign corporation whose corporate name is not available by delivering an application to the Secretary of State for filing. Upon finding that the corporate name applied for is available, the Secretary of State shall reserve the name for the applicant's exclusive use for a nonrenewable one hundred twenty-day period. (b) The owner of a reserved corporate name may transfer the reservation to another person by delivering to the Secretary of State a signed notice of the transfer that states the name and address of the transferee. Acts 1993, No. 1147, § 402.

(a) A person may reserve the exclusive use of a corporate name, including a fictitious name for a foreign corporation whose corporate name is not available by delivering an application to the Secretary of State for filing. Upon finding that the corporate name applied for is available, the Secretary of State shall reserve the name for the applicant's exclusive use for a nonrenewable one hundred twenty-day period.

(b) The owner of a reserved corporate name may transfer the reservation to another person by delivering to the Secretary of State a signed notice of the transfer that states the name and address of the transferee.

Acts 1993, No. 1147, § 402.
Ark. Code Ann. § 4-47-407 — AR Code / Title 4 / Chapter 47 / Subchapter 4 / Section 4-47-407
Right of general partner and former general partner to information
Status: in_force

(a) A general partner, without having any particular purpose for seeking the information, may inspect and copy during regular business hours: (1) in the limited partnership's designated office, required information; and (2) at a reasonable location specified by the limited partnership, any other records maintained by the limited partnership regarding the limited partnership's activities and financial condition. (b) Each general partner and the limited partnership shall furnish to a general partner: (1) without demand, any information concerning the limited partnership's activities and activities reasonably required for the proper exercise of the general partner's rights and duties under the partnership agreement or this chapter; and (2) on demand, any other information concerning the limited partnership's activities, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances. (c) Subject to subsection (e), on 10 days' demand made in a record received by the limited partnership, a person dissociated as a general partner may have access to the information and records described in subsection (a) at the location specified in subsection (a) if: (1) the information or record pertains to the period during which the person was a general partner; (2) the person seeks the information or record in good faith; and (3) the person satisfies the requirements imposed on a limited partner by § 4-47-304(b) . (d) The limited partnership shall respond to a demand made pursuant to subsection (c) in the same manner as provided in § 4-47-304(c) . (e) If a general partner dies, § 4-47-704 applies. (f) The limited partnership may impose reasonable restrictions on the use of information under this section. In any dispute concerning the reasonableness of a restriction under this subsection, the limited partnership has the burden of proving reasonableness. (g) A limited partnership may charge a person dissociated as a general partner that makes a demand under this section reasonable costs of copying, limited to the costs of labor and material. (h) A general partner or person dissociated as a general partner may exercise the rights under this section through an attorney or other agent. Any restriction imposed under subsection (f) or by the partnership agreement applies both to the attorney or other agent and to the general partner or person dissociated as a general partner. (i) The rights under this section do not extend to a person as transferee, but the rights under subsection (c) of a person dissociated as a general partner may be exercised by the legal representative of an individual who dissociated as a general partner under § 4-47-603(7)(B) or (C) . Acts 2007, No. 15, § 1.

(a) A general partner, without having any particular purpose for seeking the information, may inspect and copy during regular business hours: (1) in the limited partnership's designated office, required information; and (2) at a reasonable location specified by the limited partnership, any other records maintained by the limited partnership regarding the limited partnership's activities and financial condition.

(1) in the limited partnership's designated office, required information; and

(2) at a reasonable location specified by the limited partnership, any other records maintained by the limited partnership regarding the limited partnership's activities and financial condition.

(b) Each general partner and the limited partnership shall furnish to a general partner: (1) without demand, any information concerning the limited partnership's activities and activities reasonably required for the proper exercise of the general partner's rights and duties under the partnership agreement or this chapter; and (2) on demand, any other information concerning the limited partnership's activities, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.

(1) without demand, any information concerning the limited partnership's activities and activities reasonably required for the proper exercise of the general partner's rights and duties under the partnership agreement or this chapter; and

(2) on demand, any other information concerning the limited partnership's activities, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.

(c) Subject to subsection (e), on 10 days' demand made in a record received by the limited partnership, a person dissociated as a general partner may have access to the information and records described in subsection (a) at the location specified in subsection (a) if: (1) the information or record pertains to the period during which the person was a general partner; (2) the person seeks the information or record in good faith; and (3) the person satisfies the requirements imposed on a limited partner by § 4-47-304(b) .

(1) the information or record pertains to the period during which the person was a general partner;

(2) the person seeks the information or record in good faith; and

(3) the person satisfies the requirements imposed on a limited partner by § 4-47-304(b) .

(d) The limited partnership shall respond to a demand made pursuant to subsection (c) in the same manner as provided in § 4-47-304(c) .

(e) If a general partner dies, § 4-47-704 applies.

(f) The limited partnership may impose reasonable restrictions on the use of information under this section. In any dispute concerning the reasonableness of a restriction under this subsection, the limited partnership has the burden of proving reasonableness.

(g) A limited partnership may charge a person dissociated as a general partner that makes a demand under this section reasonable costs of copying, limited to the costs of labor and material.

(h) A general partner or person dissociated as a general partner may exercise the rights under this section through an attorney or other agent. Any restriction imposed under subsection (f) or by the partnership agreement applies both to the attorney or other agent and to the general partner or person dissociated as a general partner.

(i) The rights under this section do not extend to a person as transferee, but the rights under subsection (c) of a person dissociated as a general partner may be exercised by the legal representative of an individual who dissociated as a general partner under § 4-47-603(7)(B) or (C) .

Acts 2007, No. 15, § 1.
Ark. Code Ann. § 4-91-102 — AR Code / Title 4 / Chapter 91 / Subchapter 1 / Section 4-91-102
[Repealed]
Status: repealed

Repealed by Act 2017, No. 944,§ 3, eff. 8/1/2017. Acts 1987, No. 321, § 2.

Repealed by Act 2017, No. 944,§ 3, eff. 8/1/2017.

Acts 1987, No. 321, § 2.
Ark. Code Ann. § 4-35-306 — AR Code / Title 4 / Chapter 35 / Subchapter 3 / Section 4-35-306
Refunding bonds
Status: in_force

(a) A water authority, at any time and from time to time, may issue refunding bonds for the purpose of refunding the principal of and interest on any bonds of the water authority theretofore issued under this subchapter or bonds originally issued by the qualified corporation and then outstanding, whether or not the principal and interest shall have matured at the time of the refunding under this subchapter, and for the payment of any expenses incurred in connection with the refunding and any premium necessary to be paid in order to redeem or retire the bonds to be refunded. (b) The proceeds derived from the sale of any refunding bonds shall be used only for the purposes for which the refunding bonds were authorized to be issued. (c) (1) Any of the refunding may be effected either by sale of the refunding bonds and the application of the proceeds by immediate application or by escrow deposit, with the right to invest moneys in the escrow deposit until needed for the redemption, or by exchange of the refunding bonds for the bonds or interest coupons to be refunded thereby. (2) However, the holders of any bonds to be refunded shall not be compelled without their consent to surrender their bonds for payment or exchange prior to the date on which they may be paid or redeemed by the water authority under their respective provisions. (d) Any refunding bonds of the water authority shall be payable solely from the revenues out of which the bonds to be refunded were payable or from those other sources or other revenues which might be identified in the indenture or resolution authorizing the bonds. (e) All provisions of this chapter pertaining to bonds of the water authority that are not inconsistent with the provisions of this section shall apply also to refunding bonds issued by the water authority to the extent applicable. Acts 2003, No. 1330, § 3.

(a) A water authority, at any time and from time to time, may issue refunding bonds for the purpose of refunding the principal of and interest on any bonds of the water authority theretofore issued under this subchapter or bonds originally issued by the qualified corporation and then outstanding, whether or not the principal and interest shall have matured at the time of the refunding under this subchapter, and for the payment of any expenses incurred in connection with the refunding and any premium necessary to be paid in order to redeem or retire the bonds to be refunded.

(b) The proceeds derived from the sale of any refunding bonds shall be used only for the purposes for which the refunding bonds were authorized to be issued.

(c) (1) Any of the refunding may be effected either by sale of the refunding bonds and the application of the proceeds by immediate application or by escrow deposit, with the right to invest moneys in the escrow deposit until needed for the redemption, or by exchange of the refunding bonds for the bonds or interest coupons to be refunded thereby. (2) However, the holders of any bonds to be refunded shall not be compelled without their consent to surrender their bonds for payment or exchange prior to the date on which they may be paid or redeemed by the water authority under their respective provisions.

(1) Any of the refunding may be effected either by sale of the refunding bonds and the application of the proceeds by immediate application or by escrow deposit, with the right to invest moneys in the escrow deposit until needed for the redemption, or by exchange of the refunding bonds for the bonds or interest coupons to be refunded thereby.

(2) However, the holders of any bonds to be refunded shall not be compelled without their consent to surrender their bonds for payment or exchange prior to the date on which they may be paid or redeemed by the water authority under their respective provisions.

(d) Any refunding bonds of the water authority shall be payable solely from the revenues out of which the bonds to be refunded were payable or from those other sources or other revenues which might be identified in the indenture or resolution authorizing the bonds.

(e) All provisions of this chapter pertaining to bonds of the water authority that are not inconsistent with the provisions of this section shall apply also to refunding bonds issued by the water authority to the extent applicable.

Acts 2003, No. 1330, § 3.
Ark. Code Ann. § 4-26-702 — AR Code / Title 4 / Chapter 26 / Subchapter 7 / Section 4-26-702
Closing of transfer books and fixing record date
Status: in_force

(a) (1) For the purpose of determining shareholders entitled to notice of or to vote at any meetings of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any proper purpose, the board of directors of a corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed in any case sixty-five (65) days. (2) If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, the books shall be closed for at least ten (10) days immediately preceding such meeting. (b) In lieu of closing the stock transfer books, the bylaws, or in the absence of an applicable bylaw, the board of directors, may fix in advance a date as the record date for any such determination of shareholders, the date in any case to be not more than sixty-five (65) days and, in case of a meeting of shareholders, not fewer than ten (10) days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. (c) If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring the dividend is adopted, as the case may be, shall be the record date for the determination of shareholders. (d) When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, the determination shall apply to any adjournment thereof. Acts 1965, No. 576, § 32; A.S.A. 1947, § 64-216.

(a) (1) For the purpose of determining shareholders entitled to notice of or to vote at any meetings of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any proper purpose, the board of directors of a corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed in any case sixty-five (65) days. (2) If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, the books shall be closed for at least ten (10) days immediately preceding such meeting.

(1) For the purpose of determining shareholders entitled to notice of or to vote at any meetings of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any proper purpose, the board of directors of a corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed in any case sixty-five (65) days.

(2) If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, the books shall be closed for at least ten (10) days immediately preceding such meeting.

(b) In lieu of closing the stock transfer books, the bylaws, or in the absence of an applicable bylaw, the board of directors, may fix in advance a date as the record date for any such determination of shareholders, the date in any case to be not more than sixty-five (65) days and, in case of a meeting of shareholders, not fewer than ten (10) days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken.

(c) If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring the dividend is adopted, as the case may be, shall be the record date for the determination of shareholders.

(d) When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, the determination shall apply to any adjournment thereof.

Acts 1965, No. 576, § 32; A.S.A. 1947, § 64-216.
Ark. Code Ann. § 4-26-601 — AR Code / Title 4 / Chapter 26 / Subchapter 6 / Section 4-26-601
Authorized shares generally - Preferred or special classes
Status: in_force

(a) Each corporation shall have power to create and issue the number of shares stated in its articles of incorporation. (b) The shares may be divided into one (1) or more classes, any or all of which classes may consist of shares with par value or shares without par value, with such designations, preferences, limitations, and relative rights as shall be stated in the articles of incorporation. (c) The articles of incorporation may limit or deny the voting rights of the shares of any class subject only to the following exceptions: (1) The right of any stockholder entitled under Arkansas Constitution, Article 12, § 8, to vote on a proposal to increase stock or bond indebtedness shall not be denied or limited. (2) In any instance where a provision of this chapter specifically preserves the right of any class or classes of stock to vote in respect to any corporate action, the right may not be denied or impaired by any provisions of the articles of incorporation. (d) Without limiting the authority herein contained, a corporation, when so provided in its articles of incorporation, may issue shares of preferred or special classes: (1) Subject to the right of the corporation to redeem any of those shares at the price fixed by the articles of incorporation for the redemption thereof; (2) Entitling the holders thereof to cumulative, noncumulative, or partially cumulative dividends; (3) Having preference over any other class or classes of shares as to the payment of dividends; (4) Having preference in the assets of the corporation over any other class or classes of shares upon the voluntary or involuntary liquidation of the corporation; (5) Convertible into shares of any other class, or into shares of any series of the same or any other class, except a class having prior or superior rights and preferences as to dividends or distribution of assets upon liquidation. However, shares without par value shall not be converted into shares with par value unless that part of the stated capital of the corporation represented by such shares without par value is, at the time of conversion, at least equal to the aggregate par value of the shares into which the shares without par value are to be converted. Acts 1965, No. 576, § 16; A.S.A. 1947, § 64-201.

(a) Each corporation shall have power to create and issue the number of shares stated in its articles of incorporation.

(b) The shares may be divided into one (1) or more classes, any or all of which classes may consist of shares with par value or shares without par value, with such designations, preferences, limitations, and relative rights as shall be stated in the articles of incorporation.

(c) The articles of incorporation may limit or deny the voting rights of the shares of any class subject only to the following exceptions: (1) The right of any stockholder entitled under Arkansas Constitution, Article 12, § 8, to vote on a proposal to increase stock or bond indebtedness shall not be denied or limited. (2) In any instance where a provision of this chapter specifically preserves the right of any class or classes of stock to vote in respect to any corporate action, the right may not be denied or impaired by any provisions of the articles of incorporation.

(1) The right of any stockholder entitled under Arkansas Constitution, Article 12, § 8, to vote on a proposal to increase stock or bond indebtedness shall not be denied or limited.

(2) In any instance where a provision of this chapter specifically preserves the right of any class or classes of stock to vote in respect to any corporate action, the right may not be denied or impaired by any provisions of the articles of incorporation.

(d) Without limiting the authority herein contained, a corporation, when so provided in its articles of incorporation, may issue shares of preferred or special classes: (1) Subject to the right of the corporation to redeem any of those shares at the price fixed by the articles of incorporation for the redemption thereof; (2) Entitling the holders thereof to cumulative, noncumulative, or partially cumulative dividends; (3) Having preference over any other class or classes of shares as to the payment of dividends; (4) Having preference in the assets of the corporation over any other class or classes of shares upon the voluntary or involuntary liquidation of the corporation; (5) Convertible into shares of any other class, or into shares of any series of the same or any other class, except a class having prior or superior rights and preferences as to dividends or distribution of assets upon liquidation. However, shares without par value shall not be converted into shares with par value unless that part of the stated capital of the corporation represented by such shares without par value is, at the time of conversion, at least equal to the aggregate par value of the shares into which the shares without par value are to be converted.

(1) Subject to the right of the corporation to redeem any of those shares at the price fixed by the articles of incorporation for the redemption thereof;

(2) Entitling the holders thereof to cumulative, noncumulative, or partially cumulative dividends;

(3) Having preference over any other class or classes of shares as to the payment of dividends;

(4) Having preference in the assets of the corporation over any other class or classes of shares upon the voluntary or involuntary liquidation of the corporation;

(5) Convertible into shares of any other class, or into shares of any series of the same or any other class, except a class having prior or superior rights and preferences as to dividends or distribution of assets upon liquidation. However, shares without par value shall not be converted into shares with par value unless that part of the stated capital of the corporation represented by such shares without par value is, at the time of conversion, at least equal to the aggregate par value of the shares into which the shares without par value are to be converted.

Acts 1965, No. 576, § 16; A.S.A. 1947, § 64-201.
Ark. Code Ann. § 4-88-1204 — AR Code / Title 4 / Chapter 88 / Subchapter 12 / Section 4-88-1204
Ticket sale requirements - Refunds
Status: in_force

(a) An individual who is in the business of selling or reselling tickets to an event or venue in this state or an organization, group, association, partnership, or corporation that sells or resells a ticket to an event or venue in this state shall: (1) Guarantee that the consumer will receive his or her tickets in reasonable time for his or her event; (2) Guarantee that the purchased tickets will provide the consumer valid entry into the event or venue; (3) Maintain a telephone number, email address, live virtual support, provide a physical representative at the venue for the duration of the event or other evolving means of contact for complaints, customer service, and inquiries; and (4) (A) Implement a standard refund policy that provides a consumer a full refund or comparable replacement ticket if: (i) The ticket received by the consumer is counterfeit; (ii) The ticket has been cancelled by the ticket issuer for nonpayment by the original consumer, or for any reason other than an act or omission of the consumer; (iii) The ticket fails to conform to the description provided by the ticket issuer or reseller; (iv) The ticket was not delivered to the consumer before the occurrence of the event, unless the failure of delivery was due to an act or omission of the consumer; or (v) The ticket does not provide the consumer admission to the event or venue for which it was purchased. (B) The refund under subdivision (a)(4)(A) of this section shall include the full order value paid by the consumer for the ticket, in addition to all fees charged in connection with that purchase, including without limitation download fees, delivery fees, shipping fees, and sales taxes. (b) If an event is cancelled and not rescheduled, a consumer is entitled to a refund as provided in subdivision (a)(4)(A) of this section from the ticket issuer, ticketing platform, or reseller from which he or she directly purchased the ticket. (c) (1) It is a violation of the Deceptive Trade Practices Act, § 4-88-101 et seq., if a ticket issuer, ticketing platform, or reseller fails to refund according to subdivision (a)(4)(A) of this section. (2) All available remedies are actionable for a violation of subdivision (c)(1) of this section under § 4-88-107 of the Deceptive Trade Practices Act, § 4-88-101 et seq. Added by Act 2023, No. 590,§ 1, eff. 4/11/2023.

(a) An individual who is in the business of selling or reselling tickets to an event or venue in this state or an organization, group, association, partnership, or corporation that sells or resells a ticket to an event or venue in this state shall: (1) Guarantee that the consumer will receive his or her tickets in reasonable time for his or her event; (2) Guarantee that the purchased tickets will provide the consumer valid entry into the event or venue; (3) Maintain a telephone number, email address, live virtual support, provide a physical representative at the venue for the duration of the event or other evolving means of contact for complaints, customer service, and inquiries; and (4) (A) Implement a standard refund policy that provides a consumer a full refund or comparable replacement ticket if: (i) The ticket received by the consumer is counterfeit; (ii) The ticket has been cancelled by the ticket issuer for nonpayment by the original consumer, or for any reason other than an act or omission of the consumer; (iii) The ticket fails to conform to the description provided by the ticket issuer or reseller; (iv) The ticket was not delivered to the consumer before the occurrence of the event, unless the failure of delivery was due to an act or omission of the consumer; or (v) The ticket does not provide the consumer admission to the event or venue for which it was purchased. (B) The refund under subdivision (a)(4)(A) of this section shall include the full order value paid by the consumer for the ticket, in addition to all fees charged in connection with that purchase, including without limitation download fees, delivery fees, shipping fees, and sales taxes.

(1) Guarantee that the consumer will receive his or her tickets in reasonable time for his or her event;

(2) Guarantee that the purchased tickets will provide the consumer valid entry into the event or venue;

(3) Maintain a telephone number, email address, live virtual support, provide a physical representative at the venue for the duration of the event or other evolving means of contact for complaints, customer service, and inquiries; and

(4) (A) Implement a standard refund policy that provides a consumer a full refund or comparable replacement ticket if: (i) The ticket received by the consumer is counterfeit; (ii) The ticket has been cancelled by the ticket issuer for nonpayment by the original consumer, or for any reason other than an act or omission of the consumer; (iii) The ticket fails to conform to the description provided by the ticket issuer or reseller; (iv) The ticket was not delivered to the consumer before the occurrence of the event, unless the failure of delivery was due to an act or omission of the consumer; or (v) The ticket does not provide the consumer admission to the event or venue for which it was purchased. (B) The refund under subdivision (a)(4)(A) of this section shall include the full order value paid by the consumer for the ticket, in addition to all fees charged in connection with that purchase, including without limitation download fees, delivery fees, shipping fees, and sales taxes.

(A) Implement a standard refund policy that provides a consumer a full refund or comparable replacement ticket if: (i) The ticket received by the consumer is counterfeit; (ii) The ticket has been cancelled by the ticket issuer for nonpayment by the original consumer, or for any reason other than an act or omission of the consumer; (iii) The ticket fails to conform to the description provided by the ticket issuer or reseller; (iv) The ticket was not delivered to the consumer before the occurrence of the event, unless the failure of delivery was due to an act or omission of the consumer; or (v) The ticket does not provide the consumer admission to the event or venue for which it was purchased.

(i) The ticket received by the consumer is counterfeit;

(ii) The ticket has been cancelled by the ticket issuer for nonpayment by the original consumer, or for any reason other than an act or omission of the consumer;

(iii) The ticket fails to conform to the description provided by the ticket issuer or reseller;

(iv) The ticket was not delivered to the consumer before the occurrence of the event, unless the failure of delivery was due to an act or omission of the consumer; or

(v) The ticket does not provide the consumer admission to the event or venue for which it was purchased.

(B) The refund under subdivision (a)(4)(A) of this section shall include the full order value paid by the consumer for the ticket, in addition to all fees charged in connection with that purchase, including without limitation download fees, delivery fees, shipping fees, and sales taxes.

(b) If an event is cancelled and not rescheduled, a consumer is entitled to a refund as provided in subdivision (a)(4)(A) of this section from the ticket issuer, ticketing platform, or reseller from which he or she directly purchased the ticket.

(c) (1) It is a violation of the Deceptive Trade Practices Act, § 4-88-101 et seq., if a ticket issuer, ticketing platform, or reseller fails to refund according to subdivision (a)(4)(A) of this section. (2) All available remedies are actionable for a violation of subdivision (c)(1) of this section under § 4-88-107 of the Deceptive Trade Practices Act, § 4-88-101 et seq.

(1) It is a violation of the Deceptive Trade Practices Act, § 4-88-101 et seq., if a ticket issuer, ticketing platform, or reseller fails to refund according to subdivision (a)(4)(A) of this section.

(2) All available remedies are actionable for a violation of subdivision (c)(1) of this section under § 4-88-107 of the Deceptive Trade Practices Act, § 4-88-101 et seq.

Added by Act 2023, No. 590,§ 1, eff. 4/11/2023.
Ark. Code Ann. § 4-37-607 — AR Code / Title 4 / Chapter 37 / Subchapter 6 / Section 4-37-607
Effect of merger
Status: in_force

When a merger under § 4-37-604 becomes effective, in addition to the effects stated in § 4-38-1026 : (1) as provided in the plan of merger, each protected series of each merging company which was established before the merger: (A) is a relocated protected series or continuing protected series; or (B) is dissolved, wound up, and terminated; (2) any protected series to be established as a result of the merger is established; (3) any relocated protected series or continuing protected series is the same person without interruption as it was before the merger; (4) all property of a relocated protected series or continuing protected series continues to be vested in the protected series without transfer, reversion, or impairment; (5) all debts, obligations, and other liabilities of a relocated protected series or continuing protected series continue as debts, obligations, and other liabilities of the protected series; (6) except as otherwise provided by law or the plan of merger, all the rights, privileges, immunities, powers, and purposes of a relocated protected series or continuing protected series remain in the protected series; (7) the new name of a relocated protected series may be substituted for the former name of the protected series in any pending action or proceeding; (8) if provided in the plan of merger: (A) a person becomes an associated member or protected-series transferee of a relocated protected series or continuing protected series; (B) a person becomes an associated member of a protected series established by the surviving company as a result of the merger; (C) any change in the rights or obligations of a person in the person's capacity as an associated member or protected-series transferee of a relocated protected series or continuing protected series take effect; and (D) any consideration to be paid to a person that before the merger was an associated member or protected-series transferee of a relocated protected series or continuing protected series is due; and (9) any person that is a member of a relocated protected series becomes a member of the surviving company, if not already a member. Amended by Act 2021, No. 1041,§ 23, eff. 7/28/2021. Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.

When a merger under § 4-37-604 becomes effective, in addition to the effects stated in § 4-38-1026 :

(1) as provided in the plan of merger, each protected series of each merging company which was established before the merger: (A) is a relocated protected series or continuing protected series; or (B) is dissolved, wound up, and terminated;

(A) is a relocated protected series or continuing protected series; or

(B) is dissolved, wound up, and terminated;

(2) any protected series to be established as a result of the merger is established;

(3) any relocated protected series or continuing protected series is the same person without interruption as it was before the merger;

(4) all property of a relocated protected series or continuing protected series continues to be vested in the protected series without transfer, reversion, or impairment;

(5) all debts, obligations, and other liabilities of a relocated protected series or continuing protected series continue as debts, obligations, and other liabilities of the protected series;

(6) except as otherwise provided by law or the plan of merger, all the rights, privileges, immunities, powers, and purposes of a relocated protected series or continuing protected series remain in the protected series;

(7) the new name of a relocated protected series may be substituted for the former name of the protected series in any pending action or proceeding;

(8) if provided in the plan of merger: (A) a person becomes an associated member or protected-series transferee of a relocated protected series or continuing protected series; (B) a person becomes an associated member of a protected series established by the surviving company as a result of the merger; (C) any change in the rights or obligations of a person in the person's capacity as an associated member or protected-series transferee of a relocated protected series or continuing protected series take effect; and (D) any consideration to be paid to a person that before the merger was an associated member or protected-series transferee of a relocated protected series or continuing protected series is due; and

(A) a person becomes an associated member or protected-series transferee of a relocated protected series or continuing protected series;

(B) a person becomes an associated member of a protected series established by the surviving company as a result of the merger;

(C) any change in the rights or obligations of a person in the person's capacity as an associated member or protected-series transferee of a relocated protected series or continuing protected series take effect; and

(D) any consideration to be paid to a person that before the merger was an associated member or protected-series transferee of a relocated protected series or continuing protected series is due; and

(9) any person that is a member of a relocated protected series becomes a member of the surviving company, if not already a member.

Amended by Act 2021, No. 1041,§ 23, eff. 7/28/2021.

Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.
Ark. Code Ann. § 4-74-105 — AR Code / Title 4 / Chapter 74 / Section 4-74-105
License requirement
Status: in_force

No person shall advertise or offer for sale a stock of goods, wares, or merchandise as a going-out-of-business sale unless that person has first obtained a license to conduct the sale from the county clerk of the county in which he or she proposes to conduct the sale. Acts 1983, No. 297, § 2; A.S.A. 1947, § 71-5502.

No person shall advertise or offer for sale a stock of goods, wares, or merchandise as a going-out-of-business sale unless that person has first obtained a license to conduct the sale from the county clerk of the county in which he or she proposes to conduct the sale.

Acts 1983, No. 297, § 2; A.S.A. 1947, § 71-5502.
Ark. Code Ann. § 4-26-301 — AR Code / Title 4 / Chapter 26 / Subchapter 3 / Section 4-26-301
Amendments authorized
Status: in_force

(a) A corporation may amend its articles of incorporation, from time to time, in any and as many respects as may be desired, so long as its articles of incorporation as amended contain only such provisions as might be lawfully contained in original articles of incorporation at the time of making the amendment, and, if a change in shares or the rights of shareholders or an exchange, reclassification, or cancellation of shares or rights of shareholders is to be made, such provisions as may be necessary to effect the change, exchange, reclassification, or cancellation. (b) In particular, and without limitation upon the general power of amendment, a corporation may amend its articles of incorporation, from time to time, so as to: (1) Change its corporate name; (2) Change its period of duration; (3) Change, enlarge, or diminish its corporate purposes; (4) Increase or decrease the aggregate number of shares, or shares of any class, which the corporation has authority to issue; (5) Increase or decrease the par value of the authorized shares of any class having a par value, whether issued or unissued; (6) Exchange, classify, reclassify, or cancel all or any part of its shares, whether issued or unissued; (7) Change the designation of all or any part of its shares, whether issued or unissued, and to change the preferences, limitations, and the relative rights in respect to all or any part of its shares, whether issued or unissued; (8) Change shares having a par value, whether issued or unissued, into the same or a different number of shares without par value; and to change shares without par value, whether issued or unissued, into the same or a different number of shares having a par value; (9) Change the shares of any class, whether issued or unissued, and whether with or without par value, into a different number of shares of the same class or into the same or a different number of shares, either with or without par value, of other classes; (10) Create new classes of shares having rights and preferences either prior and superior or subordinate and inferior to the shares of any class then authorized, whether issued or unissued; (11) Cancel or otherwise affect the right of the holders of the shares of any class to receive dividends which have accrued but have not been declared; (12) Divide any preferred or special class of shares, whether issued or unissued, into series and fix and determine the designations of the series and the variations in the relative rights and preferences as between the shares of such series; (13) Authorize the board of directors to establish, out of authorized but unissued shares, series of any preferred or special class of shares and fix and determine the relative rights and preferences of the shares of any series so established; (14) Authorize the board of directors to fix and determine the relative rights and preferences of the authorized but unissued shares of series theretofore established in respect of which either the relative rights and preferences have not been fixed and determined or the relative rights and preferences theretofore fixed and determined are to be changed; (15) Revoke, diminish, or enlarge the authority of the board of directors to establish series out of authorized but unissued shares of any preferred or special class and fix and determine the relative rights and preferences of the shares of any series so established; (16) Limit, deny, or grant to shareholders of any class the preemptive right to acquire additional or treasury shares of the corporation, whether then or thereafter authorized; (17) Restate, in the entirety, its articles of incorporation. Acts 1965, No. 576, § 59; A.S.A. 1947, § 64-506.

(a) A corporation may amend its articles of incorporation, from time to time, in any and as many respects as may be desired, so long as its articles of incorporation as amended contain only such provisions as might be lawfully contained in original articles of incorporation at the time of making the amendment, and, if a change in shares or the rights of shareholders or an exchange, reclassification, or cancellation of shares or rights of shareholders is to be made, such provisions as may be necessary to effect the change, exchange, reclassification, or cancellation.

(b) In particular, and without limitation upon the general power of amendment, a corporation may amend its articles of incorporation, from time to time, so as to: (1) Change its corporate name; (2) Change its period of duration; (3) Change, enlarge, or diminish its corporate purposes; (4) Increase or decrease the aggregate number of shares, or shares of any class, which the corporation has authority to issue; (5) Increase or decrease the par value of the authorized shares of any class having a par value, whether issued or unissued; (6) Exchange, classify, reclassify, or cancel all or any part of its shares, whether issued or unissued; (7) Change the designation of all or any part of its shares, whether issued or unissued, and to change the preferences, limitations, and the relative rights in respect to all or any part of its shares, whether issued or unissued; (8) Change shares having a par value, whether issued or unissued, into the same or a different number of shares without par value; and to change shares without par value, whether issued or unissued, into the same or a different number of shares having a par value; (9) Change the shares of any class, whether issued or unissued, and whether with or without par value, into a different number of shares of the same class or into the same or a different number of shares, either with or without par value, of other classes; (10) Create new classes of shares having rights and preferences either prior and superior or subordinate and inferior to the shares of any class then authorized, whether issued or unissued; (11) Cancel or otherwise affect the right of the holders of the shares of any class to receive dividends which have accrued but have not been declared; (12) Divide any preferred or special class of shares, whether issued or unissued, into series and fix and determine the designations of the series and the variations in the relative rights and preferences as between the shares of such series; (13) Authorize the board of directors to establish, out of authorized but unissued shares, series of any preferred or special class of shares and fix and determine the relative rights and preferences of the shares of any series so established; (14) Authorize the board of directors to fix and determine the relative rights and preferences of the authorized but unissued shares of series theretofore established in respect of which either the relative rights and preferences have not been fixed and determined or the relative rights and preferences theretofore fixed and determined are to be changed; (15) Revoke, diminish, or enlarge the authority of the board of directors to establish series out of authorized but unissued shares of any preferred or special class and fix and determine the relative rights and preferences of the shares of any series so established; (16) Limit, deny, or grant to shareholders of any class the preemptive right to acquire additional or treasury shares of the corporation, whether then or thereafter authorized; (17) Restate, in the entirety, its articles of incorporation.

(1) Change its corporate name;

(2) Change its period of duration;

(3) Change, enlarge, or diminish its corporate purposes;

(4) Increase or decrease the aggregate number of shares, or shares of any class, which the corporation has authority to issue;

(5) Increase or decrease the par value of the authorized shares of any class having a par value, whether issued or unissued;

(6) Exchange, classify, reclassify, or cancel all or any part of its shares, whether issued or unissued;

(7) Change the designation of all or any part of its shares, whether issued or unissued, and to change the preferences, limitations, and the relative rights in respect to all or any part of its shares, whether issued or unissued;

(8) Change shares having a par value, whether issued or unissued, into the same or a different number of shares without par value; and to change shares without par value, whether issued or unissued, into the same or a different number of shares having a par value;

(9) Change the shares of any class, whether issued or unissued, and whether with or without par value, into a different number of shares of the same class or into the same or a different number of shares, either with or without par value, of other classes;

(10) Create new classes of shares having rights and preferences either prior and superior or subordinate and inferior to the shares of any class then authorized, whether issued or unissued;

(11) Cancel or otherwise affect the right of the holders of the shares of any class to receive dividends which have accrued but have not been declared;

(12) Divide any preferred or special class of shares, whether issued or unissued, into series and fix and determine the designations of the series and the variations in the relative rights and preferences as between the shares of such series;

(13) Authorize the board of directors to establish, out of authorized but unissued shares, series of any preferred or special class of shares and fix and determine the relative rights and preferences of the shares of any series so established;

(14) Authorize the board of directors to fix and determine the relative rights and preferences of the authorized but unissued shares of series theretofore established in respect of which either the relative rights and preferences have not been fixed and determined or the relative rights and preferences theretofore fixed and determined are to be changed;

(15) Revoke, diminish, or enlarge the authority of the board of directors to establish series out of authorized but unissued shares of any preferred or special class and fix and determine the relative rights and preferences of the shares of any series so established;

(16) Limit, deny, or grant to shareholders of any class the preemptive right to acquire additional or treasury shares of the corporation, whether then or thereafter authorized;

(17) Restate, in the entirety, its articles of incorporation.

Acts 1965, No. 576, § 59; A.S.A. 1947, § 64-506.
Ark. Code Ann. § 4-27-1105 — AR Code / Title 4 / Chapter 27 / Subchapter 11 / Section 4-27-1105
Effect of conversion
Status: in_force

(a) An organization that has been converted under this subchapter is for all purposes the same entity that existed before the conversion. (b) When a conversion takes effect: (1) All property owned by the converting organization remains vested in the converted organization; (2) All debts, liabilities, and other obligations of the converting organization continue as obligations of the converted organization; (3) An action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred; (4) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization; (5) Except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect; and (6) Except as otherwise agreed, the conversion does not dissolve a converting corporation under § 4-27-1401 et seq. (c) (1) A converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by the converting corporation, if before the conversion the converting corporation was subject to suit in this state on the obligation. (2) A converted 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 converted 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. 2009, No. 408, § 2.

(a) An organization that has been converted under this subchapter is for all purposes the same entity that existed before the conversion.

(b) When a conversion takes effect: (1) All property owned by the converting organization remains vested in the converted organization; (2) All debts, liabilities, and other obligations of the converting organization continue as obligations of the converted organization; (3) An action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred; (4) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization; (5) Except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect; and (6) Except as otherwise agreed, the conversion does not dissolve a converting corporation under § 4-27-1401 et seq.

(1) All property owned by the converting organization remains vested in the converted organization;

(2) All debts, liabilities, and other obligations of the converting organization continue as obligations of the converted organization;

(3) An action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred;

(4) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization;

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

(6) Except as otherwise agreed, the conversion does not dissolve a converting corporation under § 4-27-1401 et seq.

(c) (1) A converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by the converting corporation, if before the conversion the converting corporation was subject to suit in this state on the obligation. (2) A converted 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 converted 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 converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by the converting corporation, if before the conversion the converting corporation was subject to suit in this state on the obligation.

(2) A converted 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 converted 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.

2009, No. 408, § 2.
Ark. Code Ann. § 4-114-112 — AR Code / Title 4 / Chapter 114 / Section 4-114-112
Rules
Status: in_force

The Insurance Commissioner may promulgate rules necessary to effectuate this chapter. Acts 2007, No. 656, § 1.

The Insurance Commissioner may promulgate rules necessary to effectuate this chapter.

Acts 2007, No. 656, § 1.
Ark. Code Ann. § 4-37-204 — AR Code / Title 4 / Chapter 37 / Subchapter 2 / Section 4-37-204
Service of process, notice, demand, or other record
Status: in_force

(a) A protected series of a series limited liability company may be served with a process, notice, demand, or other record required or permitted by law by: (1) serving the company; (2) serving the registered agent of the protected series; or (3) other means authorized by law of this state other than the Uniform Limited Liability Company Act, § 4-38-101 et seq. (b) Service of a summons and complaint on a series limited liability company is notice to each protected series of the company of service of the summons and complaint and the contents of the complaint. (c) Service of a summons and complaint on a protected series of a series limited liability company is notice to the company and any other protected series of the company of service of the summons and complaint and the contents of the complaint. (d) Service of a summons and complaint on a foreign series limited liability company is notice to each foreign protected series of the foreign company of service of the summons and complaint and the contents of the complaint. (e) Service of a summons and complaint on a foreign protected series of a foreign series limited liability company is notice to the foreign company and any other foreign protected series of the company of service of the summons and complaint and the contents of the complaint. (f) Notice to a person under subsection (b), (c), (d), or (e) is effective whether or not the summons and complaint identify the person if the summons and complaint name as a party and identify: (1) the series limited liability company or a protected series of the company; or (2) the foreign series limited liability company or a foreign protected series of the foreign company. Amended by Act 2021, No. 1041,§ 13, eff. 7/28/2021. Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.

(a) A protected series of a series limited liability company may be served with a process, notice, demand, or other record required or permitted by law by: (1) serving the company; (2) serving the registered agent of the protected series; or (3) other means authorized by law of this state other than the Uniform Limited Liability Company Act, § 4-38-101 et seq.

(1) serving the company;

(2) serving the registered agent of the protected series; or

(3) other means authorized by law of this state other than the Uniform Limited Liability Company Act, § 4-38-101 et seq.

(b) Service of a summons and complaint on a series limited liability company is notice to each protected series of the company of service of the summons and complaint and the contents of the complaint.

(c) Service of a summons and complaint on a protected series of a series limited liability company is notice to the company and any other protected series of the company of service of the summons and complaint and the contents of the complaint.

(d) Service of a summons and complaint on a foreign series limited liability company is notice to each foreign protected series of the foreign company of service of the summons and complaint and the contents of the complaint.

(e) Service of a summons and complaint on a foreign protected series of a foreign series limited liability company is notice to the foreign company and any other foreign protected series of the company of service of the summons and complaint and the contents of the complaint.

(f) Notice to a person under subsection (b), (c), (d), or (e) is effective whether or not the summons and complaint identify the person if the summons and complaint name as a party and identify: (1) the series limited liability company or a protected series of the company; or (2) the foreign series limited liability company or a foreign protected series of the foreign company.

(1) the series limited liability company or a protected series of the company; or

(2) the foreign series limited liability company or a foreign protected series of the foreign company.

Amended by Act 2021, No. 1041,§ 13, eff. 7/28/2021.

Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.
Ark. Code Ann. § 4-37-402 — AR Code / Title 4 / Chapter 37 / Subchapter 4 / Section 4-37-402
Claim seeking to disregard limitation of liability
Status: in_force

(a) Except as otherwise provided in subsection (b), a claim seeking to disregard a limitation in § 4-37-401 is governed by the principles of law and equity, including a principle providing a right to a creditor or holding a person liable for a debt, obligation, or other liability of another person, which would apply if each protected series of a series limited liability company were a limited liability company formed separately from the series limited liability company and distinct from the series limited liability company and any other protected series of the series limited liability company. (b) The failure of a limited liability company or a protected series to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground to disregard a limitation in § 4-37-401(a) but may be a ground to disregard a limitation in § 4-37-401(b) for monetary damages under § 4-32-404 [repealed]. (c) This section applies to a claim seeking to disregard a limitation of liability applicable to a foreign series limited liability company or foreign protected series and comparable to a limitation stated in § 4-37-401 , if: (1) the claimant is a resident of this state or doing business or registered to do business in this state; or (2) the claim is to establish or enforce a liability arising under law of this state other than this chapter or from an act or omission in this state. Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.

(a) Except as otherwise provided in subsection (b), a claim seeking to disregard a limitation in § 4-37-401 is governed by the principles of law and equity, including a principle providing a right to a creditor or holding a person liable for a debt, obligation, or other liability of another person, which would apply if each protected series of a series limited liability company were a limited liability company formed separately from the series limited liability company and distinct from the series limited liability company and any other protected series of the series limited liability company.

(b) The failure of a limited liability company or a protected series to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground to disregard a limitation in § 4-37-401(a) but may be a ground to disregard a limitation in § 4-37-401(b) for monetary damages under § 4-32-404 [repealed].

(c) This section applies to a claim seeking to disregard a limitation of liability applicable to a foreign series limited liability company or foreign protected series and comparable to a limitation stated in § 4-37-401 , if: (1) the claimant is a resident of this state or doing business or registered to do business in this state; or (2) the claim is to establish or enforce a liability arising under law of this state other than this chapter or from an act or omission in this state.

(1) the claimant is a resident of this state or doing business or registered to do business in this state; or

(2) the claim is to establish or enforce a liability arising under law of this state other than this chapter or from an act or omission in this state.

Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.
Ark. Code Ann. § 4-59-403 — AR Code / Title 4 / Chapter 59 / Subchapter 4 / Section 4-59-403
Issuance of duplicate receipt not so marked
Status: in_force

A warehouseman or any officer, agent, or servant of a warehouseman who issues or aids in issuing a duplicate or additional negotiable receipt for goods, knowing that a former negotiable receipt for the same goods or any part of them is outstanding and uncancelled, without plainly placing upon the face thereof the word "Duplicate" shall be guilty of a crime, and upon conviction shall be punished for each offense by imprisonment not exceeding five (5) years or by a fine not exceeding five thousand dollars ($5,000), or by both. Acts 1915, No. 273, § 52; C. & M. Dig., § 10396; Pope's Dig., § 14464; A.S.A. 1947, § 68-1252.

A warehouseman or any officer, agent, or servant of a warehouseman who issues or aids in issuing a duplicate or additional negotiable receipt for goods, knowing that a former negotiable receipt for the same goods or any part of them is outstanding and uncancelled, without plainly placing upon the face thereof the word "Duplicate" shall be guilty of a crime, and upon conviction shall be punished for each offense by imprisonment not exceeding five (5) years or by a fine not exceeding five thousand dollars ($5,000), or by both.

Acts 1915, No. 273, § 52; C. & M. Dig., § 10396; Pope's Dig., § 14464; A.S.A. 1947, § 68-1252.
Ark. Code Ann. § 4-5-114 — AR Code / Title 4 / Chapter 5 / Section 4-5-114
Assignment of proceeds
Status: in_force

(a) In this section, "proceeds of a letter of credit" means the cash, check, accepted draft, or other item of value paid or delivered upon honor or giving of value by the issuer or any nominated person under the letter of credit. The term does not include a beneficiary's drawing rights or documents presented by the beneficiary. (b) A beneficiary may assign its right to part or all of the proceeds of a letter of credit. The beneficiary may do so before presentation as a present assignment of its right to receive proceeds contingent upon its compliance with the terms and conditions of the letter of credit. (c) An issuer or nominated person need not recognize an assignment of proceeds of a letter of credit until it consents to the assignment. (d) An issuer or nominated person has no obligation to give or withhold its consent to an assignment of proceeds of a letter of credit, but consent may not be unreasonably withheld if the assignee possesses and exhibits the letter of credit and presentation of the letter of credit is a condition to honor. (e) Rights of a transferee beneficiary or nominated person are independent of the beneficiary's assignment of the proceeds of a letter of credit and are superior to the assignee's right to the proceeds. (f) Neither the rights recognized by this section between an assignee and an issuer, transferee beneficiary, or nominated person nor the issuer's or nominated person's payment of proceeds to an assignee or a third person affect the rights between the assignee and any person other than the issuer, transferee beneficiary, or nominated person. The mode of creating and perfecting a security interest in or granting an assignment of a beneficiary's rights to proceeds is governed by Chapter 9 or other law. Against persons other than the issuer, transferee beneficiary, or nominated person, the rights and obligations arising upon the creation of a security interest or other assignment of a beneficiary's right to proceeds and its perfection are governed by Chapter 9 or other law. Acts 1997, No. 1070, § 1.

(a) In this section, "proceeds of a letter of credit" means the cash, check, accepted draft, or other item of value paid or delivered upon honor or giving of value by the issuer or any nominated person under the letter of credit. The term does not include a beneficiary's drawing rights or documents presented by the beneficiary.

(b) A beneficiary may assign its right to part or all of the proceeds of a letter of credit. The beneficiary may do so before presentation as a present assignment of its right to receive proceeds contingent upon its compliance with the terms and conditions of the letter of credit.

(c) An issuer or nominated person need not recognize an assignment of proceeds of a letter of credit until it consents to the assignment.

(d) An issuer or nominated person has no obligation to give or withhold its consent to an assignment of proceeds of a letter of credit, but consent may not be unreasonably withheld if the assignee possesses and exhibits the letter of credit and presentation of the letter of credit is a condition to honor.

(e) Rights of a transferee beneficiary or nominated person are independent of the beneficiary's assignment of the proceeds of a letter of credit and are superior to the assignee's right to the proceeds.

(f) Neither the rights recognized by this section between an assignee and an issuer, transferee beneficiary, or nominated person nor the issuer's or nominated person's payment of proceeds to an assignee or a third person affect the rights between the assignee and any person other than the issuer, transferee beneficiary, or nominated person. The mode of creating and perfecting a security interest in or granting an assignment of a beneficiary's rights to proceeds is governed by Chapter 9 or other law. Against persons other than the issuer, transferee beneficiary, or nominated person, the rights and obligations arising upon the creation of a security interest or other assignment of a beneficiary's right to proceeds and its perfection are governed by Chapter 9 or other law.

Acts 1997, No. 1070, § 1.
Ark. Code Ann. § 4-29-309 — AR Code / Title 4 / Chapter 29 / Subchapter 3 / Section 4-29-309
Certificate of registration - Issuance, renewal, etc
Status: in_force

(a) No corporation shall open, operate, or maintain an establishment for any of the purposes set forth in § 4-29-305 without a certificate of registration from the Arkansas State Medical Board. (b) Application for the registration shall be made to the board in writing and shall contain the name and address of the corporation and such other information as may be required by the board. (c) (1) Upon receipt of the application, the board shall make an investigation of the corporation. (2) If the board finds that the incorporators, officers, directors, and shareholders are each licensed pursuant to the Arkansas Medical Practices Act, § 17-95-201 et seq., § 17-95-301 et seq., and § 17-95-401 et seq., and if no disciplinary action is pending before the board against any of them, and if it appears that the corporation will be conducted in compliance with law and the regulations of the board, the board shall issue, upon payment of a registration fee of twenty-five dollars ($25.00), a certificate of registration which shall remain effective until January 1 following the date of the registration. (d) Upon written application of the holder, accompanied by a fee of ten dollars ($10.00), the board shall annually renew the certificate of registration if the board finds that the corporation has complied with its rules and the provisions of this subchapter. (e) The certificate of registration shall be conspicuously posted upon the premises to which it is applicable. (f) In the event of a change of location of the registered establishment, the board, in accordance with its rules, shall amend the certificate of registration so that it shall apply to the new location. (g) No certificate of registration shall be assignable. (h) (1) The board shall not increase or set assessed fees exceeding the amounts in this section. (2) If the board determines in its discretion that a reduction is in the best interest of the state, the board may reduce fees below the amounts in this section through the administrative rule process and by the approval of the Governor and either the Legislative Council or, if the General Assembly is in session, the Joint Budget Committee. Amended by Act 2023, No. 79,§ 1, eff. 8/1/2023. Amended by Act 2019, No. 315,§ 118, eff. 7/24/2019. Amended by Act 2019, No. 315,§ 117, eff. 7/24/2019. Acts 1961, No. 179, §§ 5-9; A.S.A. 1947, §§ 64-1705 -- 64-1709.

(a) No corporation shall open, operate, or maintain an establishment for any of the purposes set forth in § 4-29-305 without a certificate of registration from the Arkansas State Medical Board.

(b) Application for the registration shall be made to the board in writing and shall contain the name and address of the corporation and such other information as may be required by the board.

(c) (1) Upon receipt of the application, the board shall make an investigation of the corporation. (2) If the board finds that the incorporators, officers, directors, and shareholders are each licensed pursuant to the Arkansas Medical Practices Act, § 17-95-201 et seq., § 17-95-301 et seq., and § 17-95-401 et seq., and if no disciplinary action is pending before the board against any of them, and if it appears that the corporation will be conducted in compliance with law and the regulations of the board, the board shall issue, upon payment of a registration fee of twenty-five dollars ($25.00), a certificate of registration which shall remain effective until January 1 following the date of the registration.

(1) Upon receipt of the application, the board shall make an investigation of the corporation.

(2) If the board finds that the incorporators, officers, directors, and shareholders are each licensed pursuant to the Arkansas Medical Practices Act, § 17-95-201 et seq., § 17-95-301 et seq., and § 17-95-401 et seq., and if no disciplinary action is pending before the board against any of them, and if it appears that the corporation will be conducted in compliance with law and the regulations of the board, the board shall issue, upon payment of a registration fee of twenty-five dollars ($25.00), a certificate of registration which shall remain effective until January 1 following the date of the registration.

(d) Upon written application of the holder, accompanied by a fee of ten dollars ($10.00), the board shall annually renew the certificate of registration if the board finds that the corporation has complied with its rules and the provisions of this subchapter.

(e) The certificate of registration shall be conspicuously posted upon the premises to which it is applicable.

(f) In the event of a change of location of the registered establishment, the board, in accordance with its rules, shall amend the certificate of registration so that it shall apply to the new location.

(g) No certificate of registration shall be assignable.

(h) (1) The board shall not increase or set assessed fees exceeding the amounts in this section. (2) If the board determines in its discretion that a reduction is in the best interest of the state, the board may reduce fees below the amounts in this section through the administrative rule process and by the approval of the Governor and either the Legislative Council or, if the General Assembly is in session, the Joint Budget Committee.

(1) The board shall not increase or set assessed fees exceeding the amounts in this section.

(2) If the board determines in its discretion that a reduction is in the best interest of the state, the board may reduce fees below the amounts in this section through the administrative rule process and by the approval of the Governor and either the Legislative Council or, if the General Assembly is in session, the Joint Budget Committee.

Amended by Act 2023, No. 79,§ 1, eff. 8/1/2023.

Amended by Act 2019, No. 315,§ 118, eff. 7/24/2019.

Amended by Act 2019, No. 315,§ 117, eff. 7/24/2019.

Acts 1961, No. 179, §§ 5-9; A.S.A. 1947, §§ 64-1705 -- 64-1709.
Ark. Code Ann. § 4-107-201 — AR Code / Title 4 / Chapter 107 / Subchapter 2 / Section 4-107-201
Definitions
Status: in_force

As used in this subchapter, unless the context otherwise requires: (1) "Card issuer" means any person who issues a credit card or the agent of the person with respect to the credit card; (2) "Cardholder" means any person to whom a credit card is issued or any person who has agreed with the card issuer to pay obligations arising from the issuance of a credit card to another person; (3) "Credit" means the right granted by a creditor to a debtor to defer payment of debt or to incur debt and defer its payment; (4) "Credit card" means any card, plate, coupon book, or other credit device existing for the purpose of obtaining money, property, labor, or services on credit; (5) (A) "Creditor" means a person who both: (i) Regularly extends, whether in connection with loans, sales of property or services, or otherwise, consumer credit which is payable by agreement in more than four (4) installments or for which the payment of a finance charge is or may be required; and (ii) Is the person to whom the debt arising from the consumer credit transaction is initially payable on the face of the evidence of indebtedness or, if there is no such evidence of indebtedness, by agreement. (B) In the case of an open-end credit plan involving a credit card, the card issuer is a creditor. (C) "Creditor" shall also include card issuers, whether or not the amount due is payable by agreement in more than four (4) installments; (6) (A) "Open-end credit plan" means a plan under which the creditor reasonably contemplates repeated transactions, which prescribes the terms of such transactions, and which provides for a finance charge which may be computed from time to time on the outstanding unpaid balance. (B) A credit plan which is an open-end credit plan within the meaning of the preceding sentence is an open-end credit plan even if credit information is verified from time to time; and (7) "Person" means a natural person or an organization. Acts 1999, No. 1497, § 1.

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

(1) "Card issuer" means any person who issues a credit card or the agent of the person with respect to the credit card;

(2) "Cardholder" means any person to whom a credit card is issued or any person who has agreed with the card issuer to pay obligations arising from the issuance of a credit card to another person;

(3) "Credit" means the right granted by a creditor to a debtor to defer payment of debt or to incur debt and defer its payment;

(4) "Credit card" means any card, plate, coupon book, or other credit device existing for the purpose of obtaining money, property, labor, or services on credit;

(5) (A) "Creditor" means a person who both: (i) Regularly extends, whether in connection with loans, sales of property or services, or otherwise, consumer credit which is payable by agreement in more than four (4) installments or for which the payment of a finance charge is or may be required; and (ii) Is the person to whom the debt arising from the consumer credit transaction is initially payable on the face of the evidence of indebtedness or, if there is no such evidence of indebtedness, by agreement. (B) In the case of an open-end credit plan involving a credit card, the card issuer is a creditor. (C) "Creditor" shall also include card issuers, whether or not the amount due is payable by agreement in more than four (4) installments;

(A) "Creditor" means a person who both: (i) Regularly extends, whether in connection with loans, sales of property or services, or otherwise, consumer credit which is payable by agreement in more than four (4) installments or for which the payment of a finance charge is or may be required; and (ii) Is the person to whom the debt arising from the consumer credit transaction is initially payable on the face of the evidence of indebtedness or, if there is no such evidence of indebtedness, by agreement.

(i) Regularly extends, whether in connection with loans, sales of property or services, or otherwise, consumer credit which is payable by agreement in more than four (4) installments or for which the payment of a finance charge is or may be required; and

(ii) Is the person to whom the debt arising from the consumer credit transaction is initially payable on the face of the evidence of indebtedness or, if there is no such evidence of indebtedness, by agreement.

(B) In the case of an open-end credit plan involving a credit card, the card issuer is a creditor.

(C) "Creditor" shall also include card issuers, whether or not the amount due is payable by agreement in more than four (4) installments;

(6) (A) "Open-end credit plan" means a plan under which the creditor reasonably contemplates repeated transactions, which prescribes the terms of such transactions, and which provides for a finance charge which may be computed from time to time on the outstanding unpaid balance. (B) A credit plan which is an open-end credit plan within the meaning of the preceding sentence is an open-end credit plan even if credit information is verified from time to time; and

(A) "Open-end credit plan" means a plan under which the creditor reasonably contemplates repeated transactions, which prescribes the terms of such transactions, and which provides for a finance charge which may be computed from time to time on the outstanding unpaid balance.

(B) A credit plan which is an open-end credit plan within the meaning of the preceding sentence is an open-end credit plan even if credit information is verified from time to time; and

(7) "Person" means a natural person or an organization.

Acts 1999, No. 1497, § 1.
Ark. Code Ann. § 4-72-603 — AR Code / Title 4 / Chapter 72 / Subchapter 6 / Section 4-72-603
Applicability
Status: in_force

(a) This subchapter applies to a restaurant franchise operated in whole or in part in Arkansas and to the parties to the restaurant franchise. (b) This subchapter may not be waived, and its application to a restaurant franchise or a party to a restaurant franchise may not be avoided, in whole or in part by agreement or by conduct, except as part of a settlement of a bona fide dispute. (c) Neither a franchisee nor a franchisor shall be deprived of the application and benefits of this subchapter by a provision of a franchise purporting to designate the law of another jurisdiction as governing or interpreting the franchise, or to designate a venue outside of Arkansas for the resolution of disputes. (d) To the extent permitted by the United States Constitution and the Arkansas Constitution, this subchapter is intended to apply to franchises granted, transferred, renewed, amended, replaced, or in existence on and after August 13, 1993. Acts 1993, No. 310, §§ 3, 4.

(a) This subchapter applies to a restaurant franchise operated in whole or in part in Arkansas and to the parties to the restaurant franchise.

(b) This subchapter may not be waived, and its application to a restaurant franchise or a party to a restaurant franchise may not be avoided, in whole or in part by agreement or by conduct, except as part of a settlement of a bona fide dispute.

(c) Neither a franchisee nor a franchisor shall be deprived of the application and benefits of this subchapter by a provision of a franchise purporting to designate the law of another jurisdiction as governing or interpreting the franchise, or to designate a venue outside of Arkansas for the resolution of disputes.

(d) To the extent permitted by the United States Constitution and the Arkansas Constitution, this subchapter is intended to apply to franchises granted, transferred, renewed, amended, replaced, or in existence on and after August 13, 1993.

Acts 1993, No. 310, §§ 3, 4.
Ark. Code Ann. § 4-38-806 — AR Code / Title 4 / Chapter 38 / Subchapter 8 / Section 4-38-806
Proceeds and expenses
Status: in_force

(a) Except as otherwise provided in subsection (b): (1) any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited liability company and not to the plaintiff; and (2) if the plaintiff receives any proceeds, the plaintiff shall remit them immediately to the company. (b) If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees and costs, from the recovery of the limited liability company. (c) A derivative action on behalf of a limited liability company may not be voluntarily dismissed or settled without the court's approval. Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.

(a) Except as otherwise provided in subsection (b): (1) any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited liability company and not to the plaintiff; and (2) if the plaintiff receives any proceeds, the plaintiff shall remit them immediately to the company.

(1) any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited liability company and not to the plaintiff; and

(2) if the plaintiff receives any proceeds, the plaintiff shall remit them immediately to the company.

(b) If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees and costs, from the recovery of the limited liability company.

(c) A derivative action on behalf of a limited liability company may not be voluntarily dismissed or settled without the court's approval.

Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Ark. Code Ann. § 4-18-311 — AR Code / Title 4 / Chapter 18 / Subchapter 3 / Section 4-18-311
State Division of Weights and Measures
Status: in_force

There is hereby created a State Division of Weights and Measures located for administrative purposes within the Arkansas Bureau of Standards administered by the Department of Agriculture. The division is charged with, but not limited to, performing the following functions on behalf of the citizens of the state: (a) Assuring that weights and measures in commercial services within the state are suitable for their intended use, properly installed, and accurate, and are so maintained by their owner or user. (b) Preventing unfair or deceptive dealing by weight or measure in any commodity or service advertised, packaged, sold, or purchased within the state. (c) Making available to all users of physical standards or weighing and measuring equipment the precision calibration and related metrological certification capabilities of the weights and measures facilities of the division. (d) Promoting uniformity, to the extent practicable and desirable, between weights and measures requirements of this state and those of other states and federal agencies. (e) Encouraging desirable economic growth while protecting the consumer through the adoption by rule of weights and measures requirements as necessary to assure equity among buyers and sellers. Amended by Act 2019, No. 910,§ 33, eff. 7/1/2019. Acts 2001, No. 587, § 11.

There is hereby created a State Division of Weights and Measures located for administrative purposes within the Arkansas Bureau of Standards administered by the Department of Agriculture. The division is charged with, but not limited to, performing the following functions on behalf of the citizens of the state:

(a) Assuring that weights and measures in commercial services within the state are suitable for their intended use, properly installed, and accurate, and are so maintained by their owner or user.

(b) Preventing unfair or deceptive dealing by weight or measure in any commodity or service advertised, packaged, sold, or purchased within the state.

(c) Making available to all users of physical standards or weighing and measuring equipment the precision calibration and related metrological certification capabilities of the weights and measures facilities of the division.

(d) Promoting uniformity, to the extent practicable and desirable, between weights and measures requirements of this state and those of other states and federal agencies.

(e) Encouraging desirable economic growth while protecting the consumer through the adoption by rule of weights and measures requirements as necessary to assure equity among buyers and sellers.

Amended by Act 2019, No. 910,§ 33, eff. 7/1/2019.

Acts 2001, No. 587, § 11.
Ark. Code Ann. § 4-107-204 — AR Code / Title 4 / Chapter 107 / Subchapter 2 / Section 4-107-204
Applicability
Status: in_force

Notwithstanding the federal Consumer Credit Protection Act, 15 U.S.C. § 1601 et seq., or any other federal or state laws protecting the rights of consumers who are issued credit cards in this state or other states, the provisions of this subchapter shall apply to all qualifying credit card account transactions where a creditor has chosen to issue a credit card to a citizen of the State of Arkansas or has chosen to continue to offer a credit card account to a citizen in Arkansas and shall thereby be governed by the provisions of this subchapter. Acts 1999, No. 1497, § 4.

Notwithstanding the federal Consumer Credit Protection Act, 15 U.S.C. § 1601 et seq., or any other federal or state laws protecting the rights of consumers who are issued credit cards in this state or other states, the provisions of this subchapter shall apply to all qualifying credit card account transactions where a creditor has chosen to issue a credit card to a citizen of the State of Arkansas or has chosen to continue to offer a credit card account to a citizen in Arkansas and shall thereby be governed by the provisions of this subchapter.

Acts 1999, No. 1497, § 4.
Ark. Code Ann. § 4-38-1108 — AR Code / Title 4 / Chapter 38 / Subchapter 11 / Section 4-38-1108
Effective date
Status: in_force

This chapter takes effect on September 1, 2021. Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.

This chapter takes effect on September 1, 2021.

Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Ark. Code Ann. § 4-38-112 — AR Code / Title 4 / Chapter 38 / Subchapter 1 / Section 4-38-112
Permitted names
Status: in_force

(a) The name of a limited liability company must contain the phrase "limited liability company" or "limited company" or the abbreviation "L.L.C.", "LLC", "L.C.", or "LC". "Limited" may be abbreviated as "Ltd.", and "company" may be abbreviated as "Co.". (b) Except as otherwise provided in subsection (e), the name of a limited liability company, and the name under which a foreign limited liability company may register to do business in this state, must be distinguishable on the records of the Secretary of State from any: (1) name of an existing person whose formation required the filing of a record by the Secretary of State and which is not at the time administratively dissolved; (2) name of a limited liability partnership whose statement of qualification is in effect; (3) name under which a person is registered to do business in this state by the filing of a record by the Secretary of State; (4) name reserved under § 4-38-113 or other law of this state providing for the reservation of a name by the filing of a record by the Secretary of State; (5) name registered under § 4-38-114 or other law of this state providing for the registration of a name by the filing of a record by the Secretary of State; and (6) name registered under § 4-26-405 , § 4-27-404 , § 4-38-122 , and § 4-42-707 . (c) In determining whether or not a limited liability company name is distinguishable under subsection (b) of this section, a limited liability company 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. (d) If a person consents in a record to the use of its name and submits an undertaking in a form satisfactory to the Secretary of State to change its name to a name that is distinguishable on the records of the Secretary of State from any name in any category of names in subsection (b), the name of the consenting person may be used by the person to which the consent was given. (e) Except as otherwise provided in subsection (f), in determining whether a name is the same as or not distinguishable on the records of the Secretary of State from the name of another person, words, phrases, or abbreviations indicating a type of person, such as "corporation", "corp.", "incorporated", "Inc.", "professional corporation", "P.C.", "PC", "professional association", "P.A.", "PA", "Limited", "Ltd.", "limited partnership", "L.P.", "LP", "limited liability partnership", "L.L.P.", "LLP", "registered limited liability partnership", "R.L.L.P.", "RLLP", "limited liability limited partnership", "L.L.L.P.", "LLLP", "registered limited liability limited partnership", "R.L.L.L.P.", "RLLLP", "limited liability company", "L.L.C.", "LLC", "limited cooperative association", "limited cooperative", or "L.C.A.", or "LCA" may not be taken into account. (f) A person may consent in a record that is satisfactory to the Secretary of State to the use of a name that is not distinguishable on the records of the Secretary of State from its name except for the addition of a word, phrase, or abbreviation indicating the type of person as provided in subsection (e). In such a case, the person need not change its name pursuant to subsection (d). (g) The name of a limited liability company or foreign limited liability company may not contain the name of any person who is not a member, except that the name of a former member or member of a predecessor organization may continue to be included in the name. (h) A limited liability company or foreign limited liability company may use a name that is not distinguishable from a name described in subsections (b)(1) through (6) if the company delivers to the Secretary of State a certified copy of a final judgment of a court of competent jurisdiction establishing the right of the company to use the name in this state. Amended by Act 2023, No. 256,§ 8, eff. 8/1/2023. Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.

(a) The name of a limited liability company must contain the phrase "limited liability company" or "limited company" or the abbreviation "L.L.C.", "LLC", "L.C.", or "LC". "Limited" may be abbreviated as "Ltd.", and "company" may be abbreviated as "Co.".

(b) Except as otherwise provided in subsection (e), the name of a limited liability company, and the name under which a foreign limited liability company may register to do business in this state, must be distinguishable on the records of the Secretary of State from any: (1) name of an existing person whose formation required the filing of a record by the Secretary of State and which is not at the time administratively dissolved; (2) name of a limited liability partnership whose statement of qualification is in effect; (3) name under which a person is registered to do business in this state by the filing of a record by the Secretary of State; (4) name reserved under § 4-38-113 or other law of this state providing for the reservation of a name by the filing of a record by the Secretary of State; (5) name registered under § 4-38-114 or other law of this state providing for the registration of a name by the filing of a record by the Secretary of State; and (6) name registered under § 4-26-405 , § 4-27-404 , § 4-38-122 , and § 4-42-707 .

(1) name of an existing person whose formation required the filing of a record by the Secretary of State and which is not at the time administratively dissolved;

(2) name of a limited liability partnership whose statement of qualification is in effect;

(3) name under which a person is registered to do business in this state by the filing of a record by the Secretary of State;

(4) name reserved under § 4-38-113 or other law of this state providing for the reservation of a name by the filing of a record by the Secretary of State;

(5) name registered under § 4-38-114 or other law of this state providing for the registration of a name by the filing of a record by the Secretary of State; and

(6) name registered under § 4-26-405 , § 4-27-404 , § 4-38-122 , and § 4-42-707 .

(c) In determining whether or not a limited liability company name is distinguishable under subsection (b) of this section, a limited liability company 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.

(d) If a person consents in a record to the use of its name and submits an undertaking in a form satisfactory to the Secretary of State to change its name to a name that is distinguishable on the records of the Secretary of State from any name in any category of names in subsection (b), the name of the consenting person may be used by the person to which the consent was given.

(e) Except as otherwise provided in subsection (f), in determining whether a name is the same as or not distinguishable on the records of the Secretary of State from the name of another person, words, phrases, or abbreviations indicating a type of person, such as "corporation", "corp.", "incorporated", "Inc.", "professional corporation", "P.C.", "PC", "professional association", "P.A.", "PA", "Limited", "Ltd.", "limited partnership", "L.P.", "LP", "limited liability partnership", "L.L.P.", "LLP", "registered limited liability partnership", "R.L.L.P.", "RLLP", "limited liability limited partnership", "L.L.L.P.", "LLLP", "registered limited liability limited partnership", "R.L.L.L.P.", "RLLLP", "limited liability company", "L.L.C.", "LLC", "limited cooperative association", "limited cooperative", or "L.C.A.", or "LCA" may not be taken into account.

(f) A person may consent in a record that is satisfactory to the Secretary of State to the use of a name that is not distinguishable on the records of the Secretary of State from its name except for the addition of a word, phrase, or abbreviation indicating the type of person as provided in subsection (e). In such a case, the person need not change its name pursuant to subsection (d).

(g) The name of a limited liability company or foreign limited liability company may not contain the name of any person who is not a member, except that the name of a former member or member of a predecessor organization may continue to be included in the name.

(h) A limited liability company or foreign limited liability company may use a name that is not distinguishable from a name described in subsections (b)(1) through (6) if the company delivers to the Secretary of State a certified copy of a final judgment of a court of competent jurisdiction establishing the right of the company to use the name in this state.

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

Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Ark. Code Ann. § 4-38-116 — AR Code / Title 4 / Chapter 38 / Subchapter 1 / Section 4-38-116
Change of registered agent or address for registered agent by limited liability company
Status: in_force

(a) A limited liability company or registered foreign limited liability company may change its registered agent or the address of its registered agent as provided under § 4-20-108 . (b) Any change by a noncommercial registered agent shall comply with § 4-20-109 . (c) Any change by a commercial registered agent shall comply with § 4-20-110 . Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.

(a) A limited liability company or registered foreign limited liability company may change its registered agent or the address of its registered agent as provided under § 4-20-108 .

(b) Any change by a noncommercial registered agent shall comply with § 4-20-109 .

(c) Any change by a commercial registered agent shall comply with § 4-20-110 .

Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Ark. Code Ann. § 4-37-303 — AR Code / Title 4 / Chapter 37 / Subchapter 3 / Section 4-37-303
Protected-Series transferable interest
Status: in_force

(a) A protected-series transferable interest of a protected series of a series limited liability company must be owned initially by an associated member of the protected series or the company. (b) If a protected series of a series limited liability company has no associated members when established, the company owns the protected-series transferable interests in the protected series. (c) In addition to acquiring a protected series transferable series interest under subsection (b), a series limited liability company may acquire a series transferable interest through a transfer from another person or as provided in the operating agreement. (d) Except for § 4-37-108(a)(3) , a provision of this chapter which applies to a protected series transferee of a protected series of a series limited liability company applies to the company in its capacity as an owner of a protected-series transferable interest of the protected series. A provision of the operating agreement of a series limited liability company which applies to a protected-series transferee of a protected series of the company applies to the company in its capacity as an owner of a protected-series transferable interest of the protected series. Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.

(a) A protected-series transferable interest of a protected series of a series limited liability company must be owned initially by an associated member of the protected series or the company.

(b) If a protected series of a series limited liability company has no associated members when established, the company owns the protected-series transferable interests in the protected series.

(c) In addition to acquiring a protected series transferable series interest under subsection (b), a series limited liability company may acquire a series transferable interest through a transfer from another person or as provided in the operating agreement.

(d) Except for § 4-37-108(a)(3) , a provision of this chapter which applies to a protected series transferee of a protected series of a series limited liability company applies to the company in its capacity as an owner of a protected-series transferable interest of the protected series. A provision of the operating agreement of a series limited liability company which applies to a protected-series transferee of a protected series of the company applies to the company in its capacity as an owner of a protected-series transferable interest of the protected series.

Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.
Ark. Code Ann. § 4-29-404 — AR Code / Title 4 / Chapter 29 / Subchapter 4 / Section 4-29-404
Formation of corporation - Employee licensing required
Status: in_force

One (1) or more persons licensed pursuant to the Arkansas Dental Practice Act, § 17-82-101 et seq., may associate to form a corporation pursuant to the Arkansas Business Corporation Act of 1987, § 4-27-101 et seq., to own, operate, and maintain an establishment for the study, diagnosis, and treatment of dental ailments and injuries and to promote dental and scientific research and knowledge. However, treatment, consultation, or advice may be given by employees of the corporation only if they are licensed pursuant to the Arkansas Dental Practice Act, § 17-82-101 et seq. Acts 1961, No. 471, § 2; 1970 (Ex. Sess.), No. 13, § 5, A.S.A. 1947, § 64-1802; Acts 2001, No. 728, § 4.

One (1) or more persons licensed pursuant to the Arkansas Dental Practice Act, § 17-82-101 et seq., may associate to form a corporation pursuant to the Arkansas Business Corporation Act of 1987, § 4-27-101 et seq., to own, operate, and maintain an establishment for the study, diagnosis, and treatment of dental ailments and injuries and to promote dental and scientific research and knowledge. However, treatment, consultation, or advice may be given by employees of the corporation only if they are licensed pursuant to the Arkansas Dental Practice Act, § 17-82-101 et seq.

Acts 1961, No. 471, § 2; 1970 (Ex. Sess.), No. 13, § 5, A.S.A. 1947, § 64-1802; Acts 2001, No. 728, § 4.
Ark. Code Ann. § 4-25-106 — AR Code / Title 4 / Chapter 25 / Section 4-25-106
Authorization for preexisting corporations to do business in state
Status: in_force

(a) (1) Any corporation organized in this state under the provisions of Acts 1931, No. 255, §§ 77-80 [repealed], for the purpose of transacting business outside this state is authorized to transact business within the state by filing an amendment to its articles of incorporation to that effect if, upon filing the amendment, it pays, in addition to the fees required for filing the amendment, the difference between the amount of fees paid on its original incorporation for the transaction of business outside the state and the fees it would have been required to pay for incorporation under Acts 1931, No. 255 [repealed], as a domestic corporation formed for the purpose of doing intrastate business. (2) Upon filing the amendment, the corporation shall thereafter be incorporated for all purposes as if it was incorporated under the terms of Acts 1931, No. 255, §§ 1-7, 38, 39, 68, and 69 [repealed], and the corporations are entitled to all the rights and privileges of corporations formed under Acts 1931, No. 255, §§ 1-7, 38, 39, 68, and 69 [repealed]. (b) Articles of original incorporation and the amendment as prescribed in this section shall be filed with the county clerk of the county in which the principal office of the corporation is to be located. Acts 1959, No. 274, § 1.

(a) (1) Any corporation organized in this state under the provisions of Acts 1931, No. 255, §§ 77-80 [repealed], for the purpose of transacting business outside this state is authorized to transact business within the state by filing an amendment to its articles of incorporation to that effect if, upon filing the amendment, it pays, in addition to the fees required for filing the amendment, the difference between the amount of fees paid on its original incorporation for the transaction of business outside the state and the fees it would have been required to pay for incorporation under Acts 1931, No. 255 [repealed], as a domestic corporation formed for the purpose of doing intrastate business. (2) Upon filing the amendment, the corporation shall thereafter be incorporated for all purposes as if it was incorporated under the terms of Acts 1931, No. 255, §§ 1-7, 38, 39, 68, and 69 [repealed], and the corporations are entitled to all the rights and privileges of corporations formed under Acts 1931, No. 255, §§ 1-7, 38, 39, 68, and 69 [repealed].

(1) Any corporation organized in this state under the provisions of Acts 1931, No. 255, §§ 77-80 [repealed], for the purpose of transacting business outside this state is authorized to transact business within the state by filing an amendment to its articles of incorporation to that effect if, upon filing the amendment, it pays, in addition to the fees required for filing the amendment, the difference between the amount of fees paid on its original incorporation for the transaction of business outside the state and the fees it would have been required to pay for incorporation under Acts 1931, No. 255 [repealed], as a domestic corporation formed for the purpose of doing intrastate business.

(2) Upon filing the amendment, the corporation shall thereafter be incorporated for all purposes as if it was incorporated under the terms of Acts 1931, No. 255, §§ 1-7, 38, 39, 68, and 69 [repealed], and the corporations are entitled to all the rights and privileges of corporations formed under Acts 1931, No. 255, §§ 1-7, 38, 39, 68, and 69 [repealed].

(b) Articles of original incorporation and the amendment as prescribed in this section shall be filed with the county clerk of the county in which the principal office of the corporation is to be located.

Acts 1959, No. 274, § 1.
Ark. Code Ann. § 4-38-406 — AR Code / Title 4 / Chapter 38 / Subchapter 4 / Section 4-38-406
Liability for improper distributions
Status: in_force

(a) Except as otherwise provided in subsection (b), if a member of a member-managed limited liability company or manager of a manager-managed limited liability company consents to a distribution made in violation of § 4-38-405 and in consenting to the distribution fails to comply with § 4-38-409 , the member or manager is personally liable to the company for the amount of the distribution which exceeds the amount that could have been distributed without the violation of § 4-38-405 . (b) To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of the authority and responsibility to consent to distributions and imposes that authority and responsibility on one or more other members, the liability stated in subsection (a) applies to the other members and not the member that the operating agreement relieves of the authority and responsibility. (c) A person that receives a distribution knowing that the distribution violated § 4-38-405 is personally liable to the limited liability company but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid under § 4-38-405 . (d) A person against which an action is commenced because the person is liable under subsection (a) may: (1) implead any other person that is liable under subsection (a) and seek to enforce a right of contribution from the person; and (2) implead any person that received a distribution in violation of subsection (c) and seek to enforce a right of contribution from the person in the amount the person received in violation of subsection (c). (e) An action under this section is barred unless commenced not later than two years after the distribution. Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.

(a) Except as otherwise provided in subsection (b), if a member of a member-managed limited liability company or manager of a manager-managed limited liability company consents to a distribution made in violation of § 4-38-405 and in consenting to the distribution fails to comply with § 4-38-409 , the member or manager is personally liable to the company for the amount of the distribution which exceeds the amount that could have been distributed without the violation of § 4-38-405 .

(b) To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of the authority and responsibility to consent to distributions and imposes that authority and responsibility on one or more other members, the liability stated in subsection (a) applies to the other members and not the member that the operating agreement relieves of the authority and responsibility.

(c) A person that receives a distribution knowing that the distribution violated § 4-38-405 is personally liable to the limited liability company but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid under § 4-38-405 .

(d) A person against which an action is commenced because the person is liable under subsection (a) may: (1) implead any other person that is liable under subsection (a) and seek to enforce a right of contribution from the person; and (2) implead any person that received a distribution in violation of subsection (c) and seek to enforce a right of contribution from the person in the amount the person received in violation of subsection (c).

(1) implead any other person that is liable under subsection (a) and seek to enforce a right of contribution from the person; and

(2) implead any person that received a distribution in violation of subsection (c) and seek to enforce a right of contribution from the person in the amount the person received in violation of subsection (c).

(e) An action under this section is barred unless commenced not later than two years after the distribution.

Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Ark. Code Ann. § 4-27-1202 — AR Code / Title 4 / Chapter 27 / Subchapter 12 / Section 4-27-1202
Sale of assets other than in regular course of business
Status: in_force

(a) A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property (with or without the good will), otherwise than in the usual and regular course of business, on the terms and conditions and for the consideration determined by the corporation's board of directors, if the board of directors proposes and its shareholders approve the proposed transaction. (b) For a transaction to be authorized: (1) the board of directors must recommend the proposed transaction to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders with the submission of the proposed transaction; and (2) the shareholders entitled to vote must approve the transaction. (c) The board of directors may condition its submission of the proposed transaction on any basis. (d) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with § 4-27-705 . The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, or other disposition of all, or substantially all, the property of the corporation and contain or be accompanied by a description of the transaction. (e) Unless the articles of incorporation or the board of directors (acting pursuant to subsection (c) of this section) require a greater vote or a vote by voting groups, the transaction to be authorized must be approved by a majority of all the votes entitled to be cast on the transaction. (f) After a sale, lease, exchange, or other disposition of property is authorized, the transaction may be abandoned (subject to any contractual rights) without further shareholder action. (g) A transaction that constitutes a distribution is governed by § 4-27-640 and not by this section. Acts 1987, No. 958, § 64-1202.

(a) A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property (with or without the good will), otherwise than in the usual and regular course of business, on the terms and conditions and for the consideration determined by the corporation's board of directors, if the board of directors proposes and its shareholders approve the proposed transaction.

(b) For a transaction to be authorized: (1) the board of directors must recommend the proposed transaction to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders with the submission of the proposed transaction; and (2) the shareholders entitled to vote must approve the transaction.

(1) the board of directors must recommend the proposed transaction to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders with the submission of the proposed transaction; and

(2) the shareholders entitled to vote must approve the transaction.

(c) The board of directors may condition its submission of the proposed transaction on any basis.

(d) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with § 4-27-705 . The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, or other disposition of all, or substantially all, the property of the corporation and contain or be accompanied by a description of the transaction.

(e) Unless the articles of incorporation or the board of directors (acting pursuant to subsection (c) of this section) require a greater vote or a vote by voting groups, the transaction to be authorized must be approved by a majority of all the votes entitled to be cast on the transaction.

(f) After a sale, lease, exchange, or other disposition of property is authorized, the transaction may be abandoned (subject to any contractual rights) without further shareholder action.

(g) A transaction that constitutes a distribution is governed by § 4-27-640 and not by this section.

Acts 1987, No. 958, § 64-1202.
Ark. Code Ann. § 4-88-1404 — AR Code / Title 4 / Chapter 88 / Subchapter 14 / Section 4-88-1404
Liability for commercial entity or third-party vendor
Status: in_force

(a) A commercial entity or third-party vendor shall not retain any identifying information of an individual after access to the social media platform has been granted. (b) A commercial entity that is found to have knowingly retained identifying information of an individual after access to the material is granted is liable to the individual for damages resulting from the retention of the identifying information, including court costs and reasonable attorney's fees as ordered by the court. Added by Act 2023, No. 689,§ 1, eff. 9/1/2023.

(a) A commercial entity or third-party vendor shall not retain any identifying information of an individual after access to the social media platform has been granted.

(b) A commercial entity that is found to have knowingly retained identifying information of an individual after access to the material is granted is liable to the individual for damages resulting from the retention of the identifying information, including court costs and reasonable attorney's fees as ordered by the court.

Added by Act 2023, No. 689,§ 1, eff. 9/1/2023.
Ark. Code Ann. § 4-75-704 — AR Code / Title 4 / Chapter 75 / Subchapter 7 / Section 4-75-704
Transactions permitted to meet lawful competition
Status: in_force

(a) (1) Any wholesaler may advertise, offer to sell, or sell cigarettes at a price made in good faith to meet the price of a competitor who is rendering the same type of service and is selling the same article at cost to the competing wholesaler as defined by this subchapter. (2) Any retailer may advertise, offer to sell, or sell cigarettes at a price made in good faith to meet the price of a competitor who is selling the same article at cost to the competing retailer as defined in this subchapter. (b) The price of cigarettes advertised, offered for sale, or sold under the exceptions specified in § 4-75-703 shall not be considered the price of a competitor and shall not be used as a basis for establishing prices below cost, nor shall the price established at a bankrupt sale be considered the price of a competitor within the purview of this section. (c) In the absence of proof of the actual cost to the competing wholesaler or to the competing retailer, as the case may be, the cost may be presumed to be the lowest cost to wholesalers or the lowest cost to retailers, as the case may be, within the same trading area as determined by a cost survey made pursuant to § 4-75-711(b) . Acts 1951, No. 101, § 7; A.S.A. 1947, § 70-607.

(a) (1) Any wholesaler may advertise, offer to sell, or sell cigarettes at a price made in good faith to meet the price of a competitor who is rendering the same type of service and is selling the same article at cost to the competing wholesaler as defined by this subchapter. (2) Any retailer may advertise, offer to sell, or sell cigarettes at a price made in good faith to meet the price of a competitor who is selling the same article at cost to the competing retailer as defined in this subchapter.

(1) Any wholesaler may advertise, offer to sell, or sell cigarettes at a price made in good faith to meet the price of a competitor who is rendering the same type of service and is selling the same article at cost to the competing wholesaler as defined by this subchapter.

(2) Any retailer may advertise, offer to sell, or sell cigarettes at a price made in good faith to meet the price of a competitor who is selling the same article at cost to the competing retailer as defined in this subchapter.

(b) The price of cigarettes advertised, offered for sale, or sold under the exceptions specified in § 4-75-703 shall not be considered the price of a competitor and shall not be used as a basis for establishing prices below cost, nor shall the price established at a bankrupt sale be considered the price of a competitor within the purview of this section.

(c) In the absence of proof of the actual cost to the competing wholesaler or to the competing retailer, as the case may be, the cost may be presumed to be the lowest cost to wholesalers or the lowest cost to retailers, as the case may be, within the same trading area as determined by a cost survey made pursuant to § 4-75-711(b) .

Acts 1951, No. 101, § 7; A.S.A. 1947, § 70-607.
Ark. Code Ann. § 4-26-618 — AR Code / Title 4 / Chapter 26 / Subchapter 6 / Section 4-26-618
Share dividends
Status: in_force

(a) Subject to the restrictions provided in this subsection, the board of directors of a corporation may declare and pay dividends in its own authorized but unissued shares out of any unreserved and unrestricted surplus other than revaluation surplus of the corporation upon the following conditions: (1) If a dividend is payable in its own shares having a par value, those shares shall be issued at not less than the par value, and there shall be transferred to stated capital at the time the dividend is paid an amount of surplus at least equal to the aggregate par value of the shares to be issued as a dividend; (2) If a dividend is payable in its own shares without par value, such shares shall be issued at not less than the stated value, which shall not be more than the fair value, as determined by resolution of the board of directors adopted at the time the dividend is declared, and there shall be transferred to stated capital at the time dividend is paid an amount of surplus equal to the aggregate stated value of the shares to be issued as a dividend; (3) If the fair value of the shares included in the share dividend, as determined by resolution of the board of directors, exceeds the stated value thereof at the time the dividend is paid, the difference between the stated value and the fair value shall be accounted for in accordance with generally accepted accounting principles. (b) When any share dividend is paid out of capital surplus, the shareholders receiving the dividend shall be concurrently notified of the source thereof. (c) No dividend payable in shares of any class shall be paid to the holders of shares of any other class unless the articles of incorporation so provide or payment is authorized by the affirmative vote or the written consent of the holders of at least a majority of the outstanding shares of the class in which the payment is to be made. (d) (1) Treasury shares that have been acquired by the corporation out of its surplus may, by authority of the board of directors, be ratably distributed among the shareholders. (2) However, no distribution of the shares of one (1) class to the holders of shares of another class shall be made except under the conditions set out in subsection (c) of this section. (3) Concurrently with the making of any such distribution, the corporation shall designate the transaction as a distribution of treasury shares and shall not represent it to be a share dividend. (4) No transfer from surplus to stated capital is necessary in connection with a distribution of treasury shares. (e) A split-up or division of the issued shares of any class into a greater number of shares of the same class without increasing the stated capital of the corporation shall not be construed to be a share dividend within the meaning of this section. Acts 1965, No. 576, § 45; A.S.A. 1947, § 64-402.

(a) Subject to the restrictions provided in this subsection, the board of directors of a corporation may declare and pay dividends in its own authorized but unissued shares out of any unreserved and unrestricted surplus other than revaluation surplus of the corporation upon the following conditions: (1) If a dividend is payable in its own shares having a par value, those shares shall be issued at not less than the par value, and there shall be transferred to stated capital at the time the dividend is paid an amount of surplus at least equal to the aggregate par value of the shares to be issued as a dividend; (2) If a dividend is payable in its own shares without par value, such shares shall be issued at not less than the stated value, which shall not be more than the fair value, as determined by resolution of the board of directors adopted at the time the dividend is declared, and there shall be transferred to stated capital at the time dividend is paid an amount of surplus equal to the aggregate stated value of the shares to be issued as a dividend; (3) If the fair value of the shares included in the share dividend, as determined by resolution of the board of directors, exceeds the stated value thereof at the time the dividend is paid, the difference between the stated value and the fair value shall be accounted for in accordance with generally accepted accounting principles.

(1) If a dividend is payable in its own shares having a par value, those shares shall be issued at not less than the par value, and there shall be transferred to stated capital at the time the dividend is paid an amount of surplus at least equal to the aggregate par value of the shares to be issued as a dividend;

(2) If a dividend is payable in its own shares without par value, such shares shall be issued at not less than the stated value, which shall not be more than the fair value, as determined by resolution of the board of directors adopted at the time the dividend is declared, and there shall be transferred to stated capital at the time dividend is paid an amount of surplus equal to the aggregate stated value of the shares to be issued as a dividend;

(3) If the fair value of the shares included in the share dividend, as determined by resolution of the board of directors, exceeds the stated value thereof at the time the dividend is paid, the difference between the stated value and the fair value shall be accounted for in accordance with generally accepted accounting principles.

(b) When any share dividend is paid out of capital surplus, the shareholders receiving the dividend shall be concurrently notified of the source thereof.

(c) No dividend payable in shares of any class shall be paid to the holders of shares of any other class unless the articles of incorporation so provide or payment is authorized by the affirmative vote or the written consent of the holders of at least a majority of the outstanding shares of the class in which the payment is to be made.

(d) (1) Treasury shares that have been acquired by the corporation out of its surplus may, by authority of the board of directors, be ratably distributed among the shareholders. (2) However, no distribution of the shares of one (1) class to the holders of shares of another class shall be made except under the conditions set out in subsection (c) of this section. (3) Concurrently with the making of any such distribution, the corporation shall designate the transaction as a distribution of treasury shares and shall not represent it to be a share dividend. (4) No transfer from surplus to stated capital is necessary in connection with a distribution of treasury shares.

(1) Treasury shares that have been acquired by the corporation out of its surplus may, by authority of the board of directors, be ratably distributed among the shareholders.

(2) However, no distribution of the shares of one (1) class to the holders of shares of another class shall be made except under the conditions set out in subsection (c) of this section.

(3) Concurrently with the making of any such distribution, the corporation shall designate the transaction as a distribution of treasury shares and shall not represent it to be a share dividend.

(4) No transfer from surplus to stated capital is necessary in connection with a distribution of treasury shares.

(e) A split-up or division of the issued shares of any class into a greater number of shares of the same class without increasing the stated capital of the corporation shall not be construed to be a share dividend within the meaning of this section.

Acts 1965, No. 576, § 45; A.S.A. 1947, § 64-402.
Ark. Code Ann. § 4-35-108 — AR Code / Title 4 / Chapter 35 / Subchapter 1 / Section 4-35-108
Tax exemption of projects
Status: in_force

Each project by a water authority and all income from each project is determined and declared by the General Assembly to be public property used exclusively for a public purpose and shall be exempt from ad valorem taxation by all taxing authorities. Acts 2003, No. 1330, § 3.

Each project by a water authority and all income from each project is determined and declared by the General Assembly to be public property used exclusively for a public purpose and shall be exempt from ad valorem taxation by all taxing authorities.

Acts 2003, No. 1330, § 3.
Ark. Code Ann. § 4-37-704 — AR Code / Title 4 / Chapter 37 / Subchapter 7 / Section 4-37-704
Disclosure required when foreign series limited liability company or foreign protected series party to proceeding
Status: in_force

(a) Not later than 30 days after becoming a party to a proceeding before a civil, administrative, or other adjudicative tribunal of or located in this state or a tribunal of the United States located in this state: (1) a foreign series limited liability company shall disclose to each other party the name and street and mailing address of: (A) each foreign protected series of the company; and (B) each foreign protected-series manager of and a registered agent for service of process for each foreign protected series of the company; and (2) a foreign protected series of a foreign series limited liability company shall disclose to each other party the name and street and mailing address of: (A) the company and each manager of the company and an agent for service of process for the company; and (B) any other foreign protected series of the company and each foreign protected-series manager of and an agent for service of process for the other foreign protected series. (b) If a foreign series limited liability company or foreign protected series challenges the personal jurisdiction of the tribunal, the requirement that the foreign company or foreign protected series make disclosure under subsection (a) is tolled until the tribunal determines whether it has personal jurisdiction. (c) If a foreign series limited liability company or foreign protected series does not comply with subsection (a), a party to the proceeding may: (1) request the tribunal to treat the noncompliance as a failure to comply with the tribunal's discovery rules; or (2) bring a separate proceeding in the court to enforce subsection (a). Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.

(a) Not later than 30 days after becoming a party to a proceeding before a civil, administrative, or other adjudicative tribunal of or located in this state or a tribunal of the United States located in this state: (1) a foreign series limited liability company shall disclose to each other party the name and street and mailing address of: (A) each foreign protected series of the company; and (B) each foreign protected-series manager of and a registered agent for service of process for each foreign protected series of the company; and (2) a foreign protected series of a foreign series limited liability company shall disclose to each other party the name and street and mailing address of: (A) the company and each manager of the company and an agent for service of process for the company; and (B) any other foreign protected series of the company and each foreign protected-series manager of and an agent for service of process for the other foreign protected series.

(1) a foreign series limited liability company shall disclose to each other party the name and street and mailing address of: (A) each foreign protected series of the company; and (B) each foreign protected-series manager of and a registered agent for service of process for each foreign protected series of the company; and

(A) each foreign protected series of the company; and

(B) each foreign protected-series manager of and a registered agent for service of process for each foreign protected series of the company; and

(2) a foreign protected series of a foreign series limited liability company shall disclose to each other party the name and street and mailing address of: (A) the company and each manager of the company and an agent for service of process for the company; and (B) any other foreign protected series of the company and each foreign protected-series manager of and an agent for service of process for the other foreign protected series.

(A) the company and each manager of the company and an agent for service of process for the company; and

(B) any other foreign protected series of the company and each foreign protected-series manager of and an agent for service of process for the other foreign protected series.

(b) If a foreign series limited liability company or foreign protected series challenges the personal jurisdiction of the tribunal, the requirement that the foreign company or foreign protected series make disclosure under subsection (a) is tolled until the tribunal determines whether it has personal jurisdiction.

(c) If a foreign series limited liability company or foreign protected series does not comply with subsection (a), a party to the proceeding may: (1) request the tribunal to treat the noncompliance as a failure to comply with the tribunal's discovery rules; or (2) bring a separate proceeding in the court to enforce subsection (a).

(1) request the tribunal to treat the noncompliance as a failure to comply with the tribunal's discovery rules; or

(2) bring a separate proceeding in the court to enforce subsection (a).

Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.
Ark. Code Ann. § 4-35-201 — AR Code / Title 4 / Chapter 35 / Subchapter 2 / Section 4-35-201
Authority and procedure to form a water authority
Status: in_force

Two (2) or more persons, which may include cities, counties, or other public bodies, may form a water authority authorized by this chapter by presenting to and filing with the Arkansas Natural Resources Commission the following: (1) Articles of constitution which shall state and include the following information: (A) The name of the water authority, which shall include the words "public water authority", it being understood that the water authority may adopt a fictitious operational name upon written request to and approval by the commission and the Secretary of State; (B) The location of the water authority's principal office; (C) The number of directors of the water authority, which shall be at least five (5) and shall be subject to change as provided in this chapter or in the water authority's bylaws; (D) The names and addresses of the proposed initial board of directors of the water authority; (E) The name and address of the agent for service of process of the water authority; (F) The proposed geographic service area over which the water authority will have jurisdiction; and (G) Any other matters that the proposed initial board of directors of the water authority may deem necessary and appropriate; (2) A copy of the water authority's proposed bylaws, along with any other information which the proposed initial board of directors of the water authority may deem necessary and appropriate; (3) A statement and certification from the Secretary of State that the proposed name of the water authority is not identical to that of any other water authority in the state or so nearly similar as to lead to confusion and uncertainty; (4) The filing and review fee that the commission may designate and determine from time to time; and (5) Any other information and documents which the commission may designate and require. Acts 2003, No. 1330, § 3.

Two (2) or more persons, which may include cities, counties, or other public bodies, may form a water authority authorized by this chapter by presenting to and filing with the Arkansas Natural Resources Commission the following:

(1) Articles of constitution which shall state and include the following information: (A) The name of the water authority, which shall include the words "public water authority", it being understood that the water authority may adopt a fictitious operational name upon written request to and approval by the commission and the Secretary of State; (B) The location of the water authority's principal office; (C) The number of directors of the water authority, which shall be at least five (5) and shall be subject to change as provided in this chapter or in the water authority's bylaws; (D) The names and addresses of the proposed initial board of directors of the water authority; (E) The name and address of the agent for service of process of the water authority; (F) The proposed geographic service area over which the water authority will have jurisdiction; and (G) Any other matters that the proposed initial board of directors of the water authority may deem necessary and appropriate;

(A) The name of the water authority, which shall include the words "public water authority", it being understood that the water authority may adopt a fictitious operational name upon written request to and approval by the commission and the Secretary of State;

(B) The location of the water authority's principal office;

(C) The number of directors of the water authority, which shall be at least five (5) and shall be subject to change as provided in this chapter or in the water authority's bylaws;

(D) The names and addresses of the proposed initial board of directors of the water authority;

(E) The name and address of the agent for service of process of the water authority;

(F) The proposed geographic service area over which the water authority will have jurisdiction; and

(G) Any other matters that the proposed initial board of directors of the water authority may deem necessary and appropriate;

(2) A copy of the water authority's proposed bylaws, along with any other information which the proposed initial board of directors of the water authority may deem necessary and appropriate;

(3) A statement and certification from the Secretary of State that the proposed name of the water authority is not identical to that of any other water authority in the state or so nearly similar as to lead to confusion and uncertainty;

(4) The filing and review fee that the commission may designate and determine from time to time; and

(5) Any other information and documents which the commission may designate and require.

Acts 2003, No. 1330, § 3.
Ark. Code Ann. § 4-90-411 — AR Code / Title 4 / Chapter 90 / Subchapter 4 / Section 4-90-411
Diagnosis or repair - Documentation
Status: in_force

(a) A manufacturer, its agent, or authorized dealer may not refuse to diagnose or repair any vehicle for the purpose of avoiding liability under this subchapter. (b) (1) (A) A manufacturer, its agent, or authorized dealer shall provide a consumer with a written repair order each time the consumer's vehicle is brought in for examination or repair. (B) The written repair order shall include a reference to each defect, nonconformity, or other complaint brought to the attention of the manufacturer, its agent, or authorized dealer by the consumer, and each presentation of the vehicle by the consumer for a reasonable opportunity to repair shall be a repair attempt for those defects, nonconformities, or other complaints noted in the written repair order. (C) (i) However, in the case of a motor vehicle that is a motor home where two (2) or more manufacturers contributed to the construction of the motor home, it shall not count as a repair attempt if the repair facility at which the consumer presented the vehicle is not authorized by the manufacturer to provide warranty service on that vehicle. (ii) In addition, it shall count as only one (1) repair attempt for a motor vehicle that is a motor home if the same nonconformity is being addressed a second time due to the consumer's decision to continue traveling and to seek the repair of that same nonconformity at another repair facility, rather than wait for the repair to be completed at the initial repair facility. (2) The repair order must indicate all work performed on the vehicle, including examination of the vehicle, parts, and labor. Acts 1993, No. 285, § 13; 1993, No. 297, § 13; 2001, No. 1134, § 5.

(a) A manufacturer, its agent, or authorized dealer may not refuse to diagnose or repair any vehicle for the purpose of avoiding liability under this subchapter.

(b) (1) (A) A manufacturer, its agent, or authorized dealer shall provide a consumer with a written repair order each time the consumer's vehicle is brought in for examination or repair. (B) The written repair order shall include a reference to each defect, nonconformity, or other complaint brought to the attention of the manufacturer, its agent, or authorized dealer by the consumer, and each presentation of the vehicle by the consumer for a reasonable opportunity to repair shall be a repair attempt for those defects, nonconformities, or other complaints noted in the written repair order. (C) (i) However, in the case of a motor vehicle that is a motor home where two (2) or more manufacturers contributed to the construction of the motor home, it shall not count as a repair attempt if the repair facility at which the consumer presented the vehicle is not authorized by the manufacturer to provide warranty service on that vehicle. (ii) In addition, it shall count as only one (1) repair attempt for a motor vehicle that is a motor home if the same nonconformity is being addressed a second time due to the consumer's decision to continue traveling and to seek the repair of that same nonconformity at another repair facility, rather than wait for the repair to be completed at the initial repair facility. (2) The repair order must indicate all work performed on the vehicle, including examination of the vehicle, parts, and labor.

(1) (A) A manufacturer, its agent, or authorized dealer shall provide a consumer with a written repair order each time the consumer's vehicle is brought in for examination or repair. (B) The written repair order shall include a reference to each defect, nonconformity, or other complaint brought to the attention of the manufacturer, its agent, or authorized dealer by the consumer, and each presentation of the vehicle by the consumer for a reasonable opportunity to repair shall be a repair attempt for those defects, nonconformities, or other complaints noted in the written repair order. (C) (i) However, in the case of a motor vehicle that is a motor home where two (2) or more manufacturers contributed to the construction of the motor home, it shall not count as a repair attempt if the repair facility at which the consumer presented the vehicle is not authorized by the manufacturer to provide warranty service on that vehicle. (ii) In addition, it shall count as only one (1) repair attempt for a motor vehicle that is a motor home if the same nonconformity is being addressed a second time due to the consumer's decision to continue traveling and to seek the repair of that same nonconformity at another repair facility, rather than wait for the repair to be completed at the initial repair facility.

(A) A manufacturer, its agent, or authorized dealer shall provide a consumer with a written repair order each time the consumer's vehicle is brought in for examination or repair.

(B) The written repair order shall include a reference to each defect, nonconformity, or other complaint brought to the attention of the manufacturer, its agent, or authorized dealer by the consumer, and each presentation of the vehicle by the consumer for a reasonable opportunity to repair shall be a repair attempt for those defects, nonconformities, or other complaints noted in the written repair order.

(C) (i) However, in the case of a motor vehicle that is a motor home where two (2) or more manufacturers contributed to the construction of the motor home, it shall not count as a repair attempt if the repair facility at which the consumer presented the vehicle is not authorized by the manufacturer to provide warranty service on that vehicle. (ii) In addition, it shall count as only one (1) repair attempt for a motor vehicle that is a motor home if the same nonconformity is being addressed a second time due to the consumer's decision to continue traveling and to seek the repair of that same nonconformity at another repair facility, rather than wait for the repair to be completed at the initial repair facility.

(i) However, in the case of a motor vehicle that is a motor home where two (2) or more manufacturers contributed to the construction of the motor home, it shall not count as a repair attempt if the repair facility at which the consumer presented the vehicle is not authorized by the manufacturer to provide warranty service on that vehicle.

(ii) In addition, it shall count as only one (1) repair attempt for a motor vehicle that is a motor home if the same nonconformity is being addressed a second time due to the consumer's decision to continue traveling and to seek the repair of that same nonconformity at another repair facility, rather than wait for the repair to be completed at the initial repair facility.

(2) The repair order must indicate all work performed on the vehicle, including examination of the vehicle, parts, and labor.

Acts 1993, No. 285, § 13; 1993, No. 297, § 13; 2001, No. 1134, § 5.
Ark. Code Ann. § 4-110-108 — AR Code / Title 4 / Chapter 110 / Section 4-110-108
Penalties
Status: in_force

Any violation of this chapter is punishable by action of the Attorney General under the provisions of § 4-88-101 et seq. Acts 2005, No. 1526, § 1.

Any violation of this chapter is punishable by action of the Attorney General under the provisions of § 4-88-101 et seq.

Acts 2005, No. 1526, § 1.
Ark. Code Ann. § 4-38-704 — AR Code / Title 4 / Chapter 38 / Subchapter 7 / Section 4-38-704
Known claims against dissolved limited liability company
Status: in_force

(a) Except as otherwise provided in subsection (d), a dissolved limited liability company may give notice of a known claim under subsection (b), which has the effect provided in subsection (c). (b) A dissolved limited liability company may in a record notify its known claimants of the dissolution. The notice must: (1) specify the information required to be included in a claim; (2) state that a claim must be in writing and provide a mailing address to which the claim is to be sent; (3) state the deadline for receipt of a claim, which may not be less than 120 days after the date the notice is received by the claimant; and (4) state that the claim will be barred if not received by the deadline. (c) A claim against a dissolved limited liability company is barred if the requirements of subsection (b) are met and: (1) the claim is not received by the specified deadline; or (2) if the claim is timely received but rejected by the company: (A) the company causes the claimant to receive a notice in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the company to enforce the claim not later than 90 days after the claimant receives the notice; and (B) the claimant does not commence the required action not later than 90 days after the claimant receives the notice. (d) This section does not apply to a claim based on an event occurring after the date of dissolution or a liability that on that date is contingent. Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.

(a) Except as otherwise provided in subsection (d), a dissolved limited liability company may give notice of a known claim under subsection (b), which has the effect provided in subsection (c).

(b) A dissolved limited liability company may in a record notify its known claimants of the dissolution. The notice must: (1) specify the information required to be included in a claim; (2) state that a claim must be in writing and provide a mailing address to which the claim is to be sent; (3) state the deadline for receipt of a claim, which may not be less than 120 days after the date the notice is received by the claimant; and (4) state that the claim will be barred if not received by the deadline.

(1) specify the information required to be included in a claim;

(2) state that a claim must be in writing and provide a mailing address to which the claim is to be sent;

(3) state the deadline for receipt of a claim, which may not be less than 120 days after the date the notice is received by the claimant; and

(4) state that the claim will be barred if not received by the deadline.

(c) A claim against a dissolved limited liability company is barred if the requirements of subsection (b) are met and: (1) the claim is not received by the specified deadline; or (2) if the claim is timely received but rejected by the company: (A) the company causes the claimant to receive a notice in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the company to enforce the claim not later than 90 days after the claimant receives the notice; and (B) the claimant does not commence the required action not later than 90 days after the claimant receives the notice.

(1) the claim is not received by the specified deadline; or

(2) if the claim is timely received but rejected by the company: (A) the company causes the claimant to receive a notice in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the company to enforce the claim not later than 90 days after the claimant receives the notice; and (B) the claimant does not commence the required action not later than 90 days after the claimant receives the notice.

(A) the company causes the claimant to receive a notice in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the company to enforce the claim not later than 90 days after the claimant receives the notice; and

(B) the claimant does not commence the required action not later than 90 days after the claimant receives the notice.

(d) This section does not apply to a claim based on an event occurring after the date of dissolution or a liability that on that date is contingent.

Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.