Ark. Code Ann. § 4-88-1004 — AR Code / Title 4 / Chapter 88 / Subchapter 10 / Section 4-88-1004
Limitation - Patient payment
Status: in_force

An individual shall not be required to make a payment for pharmacists services in an amount greater than the pharmacist or pharmacy providing the pharmacists services may retain from all payment sources. Added by Act 2015, No. 1025,§ 1, eff. 7/22/2015.

An individual shall not be required to make a payment for pharmacists services in an amount greater than the pharmacist or pharmacy providing the pharmacists services may retain from all payment sources.

Added by Act 2015, No. 1025,§ 1, eff. 7/22/2015.
Ark. Code Ann. § 4-32-901 — AR Code / Title 4 / Chapter 32 / Subchapter 9 / Section 4-32-901
through 4-32-908 - [Repealed]
Status: repealed

Repealed by Act 2021, No. 1041,§ 1, eff. 7/28/2021. Acts 1993, No. 1003, § 901; 1999, No. 1528, § 2.

Repealed by Act 2021, No. 1041,§ 1, eff. 7/28/2021.

Acts 1993, No. 1003, § 901; 1999, No. 1528, § 2.
Ark. Code Ann. § 4-27-1201 — AR Code / Title 4 / Chapter 27 / Subchapter 12 / Section 4-27-1201
Sale of assets in regular course of business and mortgage of assets
Status: in_force

(a) A corporation may, on the terms and conditions and for the consideration determined by the board of directors: (1) sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property in the usual and regular course of business; (2) mortgage, pledge, dedicate to the repayment of indebtedness (whether with or without recourse), or otherwise encumber any or all of its property whether or not in the usual and regular course of business; or (3) transfer any or all of its property to a corporation all the shares of which are owned by the corporation. (b) Unless the articles of incorporation or another provision of this chapter so require, approval by the shareholders of a transaction described in subsection (a) of this section is not required. Acts 1987, No. 958, § 64-1201.

(a) A corporation may, on the terms and conditions and for the consideration determined by the board of directors: (1) sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property in the usual and regular course of business; (2) mortgage, pledge, dedicate to the repayment of indebtedness (whether with or without recourse), or otherwise encumber any or all of its property whether or not in the usual and regular course of business; or (3) transfer any or all of its property to a corporation all the shares of which are owned by the corporation.

(1) sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property in the usual and regular course of business;

(2) mortgage, pledge, dedicate to the repayment of indebtedness (whether with or without recourse), or otherwise encumber any or all of its property whether or not in the usual and regular course of business; or

(3) transfer any or all of its property to a corporation all the shares of which are owned by the corporation.

(b) Unless the articles of incorporation or another provision of this chapter so require, approval by the shareholders of a transaction described in subsection (a) of this section is not required.

Acts 1987, No. 958, § 64-1201.
Ark. Code Ann. § 4-36-106 — AR Code / Title 4 / Chapter 36 / Subchapter 1 / Section 4-36-106
Termination of status
Status: in_force

(a) A benefit corporation may end its benefit corporation status and not be subject to this chapter by amending its articles of incorporation to delete the statement in the articles of incorporation required by § 4-36-104 or § 4-36-105 to be stated in the articles of incorporation of a benefit corporation. (b) To be effective, the amendment shall be adopted by at least the minimum status vote. (c) If a merger or conversion would have the effect of terminating the status of a business corporation as a benefit corporation, to be effective, the merger or conversion shall be approved by at least the minimum status vote. (d) A sale, lease, exchange, or other disposition of all or a substantial part of the assets of a benefit corporation, unless the transaction is in the usual and regular course of business, shall not be effective unless the transaction is approved by at least the minimum status vote. Added by Act 2013, No. 1388,§ 1, eff. 8/16/2013.

(a) A benefit corporation may end its benefit corporation status and not be subject to this chapter by amending its articles of incorporation to delete the statement in the articles of incorporation required by § 4-36-104 or § 4-36-105 to be stated in the articles of incorporation of a benefit corporation.

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

(c) If a merger or conversion would have the effect of terminating the status of a business corporation as a benefit corporation, to be effective, the merger or conversion shall be approved by at least the minimum status vote.

(d) A sale, lease, exchange, or other disposition of all or a substantial part of the assets of a benefit corporation, unless the transaction is in the usual and regular course of business, shall not be effective unless the transaction is approved by at least the minimum status vote.

Added by Act 2013, No. 1388,§ 1, eff. 8/16/2013.
Ark. Code Ann. § 4-26-713 — AR Code / Title 4 / Chapter 26 / Subchapter 7 / Section 4-26-713
Right to dissent no bar to other legal actions
Status: in_force

The fact that a shareholder may have, under this chapter, a potential right of dissent and appraisal in respect to any corporate action will not impair his or her right to challenge the legality of the corporate action and sue to enjoin the action or enforce any other legal remedy in connection therewith, provided the shareholder is guilty of no laches and acts with great promptitude before the rights of third parties have intervened. Acts 1965, No. 576, § 82; A.S.A. 1947, § 64-224.

The fact that a shareholder may have, under this chapter, a potential right of dissent and appraisal in respect to any corporate action will not impair his or her right to challenge the legality of the corporate action and sue to enjoin the action or enforce any other legal remedy in connection therewith, provided the shareholder is guilty of no laches and acts with great promptitude before the rights of third parties have intervened.

Acts 1965, No. 576, § 82; A.S.A. 1947, § 64-224.
Ark. Code Ann. § 4-5-103 — AR Code / Title 4 / Chapter 5 / Section 4-5-103
Scope
Status: in_force

(a) This chapter applies to letters of credit and to certain rights and obligations arising out of transactions involving letters of credit. (b) The statement of a rule in this chapter does not by itself require, imply, or negate application of the same or a different rule to a situation not provided for, or to a person not specified, in this chapter. (c) With the exception of this subsection, subsections (a) and (d) of this section, § 4-5-102(a)(9) and (10) and §§ 4-5-106(d) and 4-5-114(d) , and except to the extent prohibited in § 4-1-302 and § 4-5-117(d) , the effect of this chapter may be varied by agreement or by a provision stated or incorporated by reference in an undertaking. A term in an agreement or undertaking generally excusing liability or generally limiting remedies for failure to perform obligations is not sufficient to vary obligations prescribed by this chapter. (d) Rights and obligations of an issuer to a beneficiary or a nominated person under a letter of credit are independent of the existence, performance, or nonperformance of a contract or arrangement out of which the letter of credit arises or which underlies it, including contracts or arrangements between the issuer and the applicant and between the applicant and the beneficiary. Acts 1997, No. 1070, § 1; 2005, No. 856, § 54.

(a) This chapter applies to letters of credit and to certain rights and obligations arising out of transactions involving letters of credit.

(b) The statement of a rule in this chapter does not by itself require, imply, or negate application of the same or a different rule to a situation not provided for, or to a person not specified, in this chapter.

(c) With the exception of this subsection, subsections (a) and (d) of this section, § 4-5-102(a)(9) and (10) and §§ 4-5-106(d) and 4-5-114(d) , and except to the extent prohibited in § 4-1-302 and § 4-5-117(d) , the effect of this chapter may be varied by agreement or by a provision stated or incorporated by reference in an undertaking. A term in an agreement or undertaking generally excusing liability or generally limiting remedies for failure to perform obligations is not sufficient to vary obligations prescribed by this chapter.

(d) Rights and obligations of an issuer to a beneficiary or a nominated person under a letter of credit are independent of the existence, performance, or nonperformance of a contract or arrangement out of which the letter of credit arises or which underlies it, including contracts or arrangements between the issuer and the applicant and between the applicant and the beneficiary.

Acts 1997, No. 1070, § 1; 2005, No. 856, § 54.
Ark. Code Ann. § 4-73-203 — AR Code / Title 4 / Chapter 73 / Subchapter 2 / Section 4-73-203
Applicability of subchapter
Status: in_force

This subchapter shall not apply to any contract or arrangement in existence prior to July 4, 1983, nor to any extensions or renewals thereof; except that the parties to such contract or arrangement may thereafter elect to be governed by the provisions of this subchapter. Acts 1983, No. 820, § 6; A.S.A. 1947, § 68-1811.

This subchapter shall not apply to any contract or arrangement in existence prior to July 4, 1983, nor to any extensions or renewals thereof; except that the parties to such contract or arrangement may thereafter elect to be governed by the provisions of this subchapter.

Acts 1983, No. 820, § 6; A.S.A. 1947, § 68-1811.
Ark. Code Ann. § 4-88-114 — AR Code / Title 4 / Chapter 88 / Subchapter 1 / Section 4-88-114
Voluntary compliance
Status: in_force

(a) (1) In the administration of this chapter, the Attorney General may accept an assurance of voluntary compliance with respect to any method, act, or practice deemed to be violative of the provisions of this chapter from any person who has engaged in or was about to engage in the method, act, or practice. (2) Any such assurance shall be in writing and may be enforced by petitioning the circuit court of the county in which the alleged violator resides or has his or her principal place of business, or the Pulaski County Circuit Court. (3) Such assurance of voluntary compliance shall not be considered an admission of violation for any purpose. (b) (1) The assurance of voluntary compliance shall provide for the discontinuance by the person entering into the same of any method, act, or practice alleged to be a violation of this chapter, and it may include a stipulation for the payment by such person of reasonable expenses, investigative costs, and attorney's fees incurred by the Attorney General. (2) The assurance may also include a stipulation for payment to consumers of actual damages or for restitution of money, property, or other things received from consumers in connection with a violation of the provisions of this chapter, and a stipulation for specific performance. (c) A finding by a circuit court that a violation of such assurance of voluntary compliance has occurred shall prima facie establish that the person subject thereto knows, or in the exercise of due care should know, that he or she has in the past violated or is violating the provisions of this chapter. (d) The assurance of voluntary compliance shall not be admissible into evidence in any separate criminal proceeding within the meaning of this chapter. Acts 1993, No. 587, § 5; 1995, No. 836, § 5.

(a) (1) In the administration of this chapter, the Attorney General may accept an assurance of voluntary compliance with respect to any method, act, or practice deemed to be violative of the provisions of this chapter from any person who has engaged in or was about to engage in the method, act, or practice. (2) Any such assurance shall be in writing and may be enforced by petitioning the circuit court of the county in which the alleged violator resides or has his or her principal place of business, or the Pulaski County Circuit Court. (3) Such assurance of voluntary compliance shall not be considered an admission of violation for any purpose.

(1) In the administration of this chapter, the Attorney General may accept an assurance of voluntary compliance with respect to any method, act, or practice deemed to be violative of the provisions of this chapter from any person who has engaged in or was about to engage in the method, act, or practice.

(2) Any such assurance shall be in writing and may be enforced by petitioning the circuit court of the county in which the alleged violator resides or has his or her principal place of business, or the Pulaski County Circuit Court.

(3) Such assurance of voluntary compliance shall not be considered an admission of violation for any purpose.

(b) (1) The assurance of voluntary compliance shall provide for the discontinuance by the person entering into the same of any method, act, or practice alleged to be a violation of this chapter, and it may include a stipulation for the payment by such person of reasonable expenses, investigative costs, and attorney's fees incurred by the Attorney General. (2) The assurance may also include a stipulation for payment to consumers of actual damages or for restitution of money, property, or other things received from consumers in connection with a violation of the provisions of this chapter, and a stipulation for specific performance.

(1) The assurance of voluntary compliance shall provide for the discontinuance by the person entering into the same of any method, act, or practice alleged to be a violation of this chapter, and it may include a stipulation for the payment by such person of reasonable expenses, investigative costs, and attorney's fees incurred by the Attorney General.

(2) The assurance may also include a stipulation for payment to consumers of actual damages or for restitution of money, property, or other things received from consumers in connection with a violation of the provisions of this chapter, and a stipulation for specific performance.

(c) A finding by a circuit court that a violation of such assurance of voluntary compliance has occurred shall prima facie establish that the person subject thereto knows, or in the exercise of due care should know, that he or she has in the past violated or is violating the provisions of this chapter.

(d) The assurance of voluntary compliance shall not be admissible into evidence in any separate criminal proceeding within the meaning of this chapter.

Acts 1993, No. 587, § 5; 1995, No. 836, § 5.
Ark. Code Ann. § 4-99-404 — AR Code / Title 4 / Chapter 99 / Subchapter 4 / Section 4-99-404
Statewide database
Status: in_force

The Attorney General shall: (1) Establish and thereafter operate a single statewide database composed of a list of telephone numbers of consumers who object to receiving telephone solicitations; (2) (A) Specify the methods by which the objections to telephone solicitations shall be collected and added to the database. (B) (i) Any consumer wishing to be placed in the database may notify the Attorney General and be placed in the database upon receipt by the Attorney General of an application and any initial listing charge which shall not exceed ten dollars ($10.00). (ii) The listing shall be renewed by the Attorney General annually for each consumer upon the receipt of a renewal notice and any annual assessment not to exceed five dollars ($5.00). (C) (i) The database may include Arkansas consumers who have registered for the national "Do-Not-Call" registry established and maintained by the Federal Trade Commission pursuant to 16 C.F.R. § 310.4 , as in effect on March 1, 2003. (ii) The Attorney General may: (a) Periodically obtain from the Federal Trade Commission the information necessary to add these Arkansas consumers to the database maintained by the Attorney General; and (b) Provide to the Federal Trade Commission access to the state database so that those Arkansas consumers who have signed up for the state database can also be included in the national Do-Not-Call registry; (3) Specify the methods, if any, by which the objections may be withdrawn from the database; (4) Specify the methods by which any person desiring to make or transmit telephone solicitations may obtain access to the database as required to avoid calling the telephone numbers of the consumers included in the database; (5) Specify the methods, if any, for recovering the costs involved in identifying, collecting, updating, and disseminating the database and for other activities related to the Attorney General's duties under this subchapter; and (6) Specify the frequency with which the database will be updated and specify the method by which the updating will take effect for the purposes of compliance with this subchapter, allowing no fewer than ten (10) calendar days for affected persons to update their databases after the Attorney General's database has been updated. Acts 1999, No. 1465, § 4; 2003, No. 1042, § 1.

The Attorney General shall:

(1) Establish and thereafter operate a single statewide database composed of a list of telephone numbers of consumers who object to receiving telephone solicitations;

(2) (A) Specify the methods by which the objections to telephone solicitations shall be collected and added to the database. (B) (i) Any consumer wishing to be placed in the database may notify the Attorney General and be placed in the database upon receipt by the Attorney General of an application and any initial listing charge which shall not exceed ten dollars ($10.00). (ii) The listing shall be renewed by the Attorney General annually for each consumer upon the receipt of a renewal notice and any annual assessment not to exceed five dollars ($5.00). (C) (i) The database may include Arkansas consumers who have registered for the national "Do-Not-Call" registry established and maintained by the Federal Trade Commission pursuant to 16 C.F.R. § 310.4 , as in effect on March 1, 2003. (ii) The Attorney General may: (a) Periodically obtain from the Federal Trade Commission the information necessary to add these Arkansas consumers to the database maintained by the Attorney General; and (b) Provide to the Federal Trade Commission access to the state database so that those Arkansas consumers who have signed up for the state database can also be included in the national Do-Not-Call registry;

(A) Specify the methods by which the objections to telephone solicitations shall be collected and added to the database.

(B) (i) Any consumer wishing to be placed in the database may notify the Attorney General and be placed in the database upon receipt by the Attorney General of an application and any initial listing charge which shall not exceed ten dollars ($10.00). (ii) The listing shall be renewed by the Attorney General annually for each consumer upon the receipt of a renewal notice and any annual assessment not to exceed five dollars ($5.00).

(i) Any consumer wishing to be placed in the database may notify the Attorney General and be placed in the database upon receipt by the Attorney General of an application and any initial listing charge which shall not exceed ten dollars ($10.00).

(ii) The listing shall be renewed by the Attorney General annually for each consumer upon the receipt of a renewal notice and any annual assessment not to exceed five dollars ($5.00).

(C) (i) The database may include Arkansas consumers who have registered for the national "Do-Not-Call" registry established and maintained by the Federal Trade Commission pursuant to 16 C.F.R. § 310.4 , as in effect on March 1, 2003. (ii) The Attorney General may: (a) Periodically obtain from the Federal Trade Commission the information necessary to add these Arkansas consumers to the database maintained by the Attorney General; and (b) Provide to the Federal Trade Commission access to the state database so that those Arkansas consumers who have signed up for the state database can also be included in the national Do-Not-Call registry;

(i) The database may include Arkansas consumers who have registered for the national "Do-Not-Call" registry established and maintained by the Federal Trade Commission pursuant to 16 C.F.R. § 310.4 , as in effect on March 1, 2003.

(ii) The Attorney General may: (a) Periodically obtain from the Federal Trade Commission the information necessary to add these Arkansas consumers to the database maintained by the Attorney General; and (b) Provide to the Federal Trade Commission access to the state database so that those Arkansas consumers who have signed up for the state database can also be included in the national Do-Not-Call registry;

(a) Periodically obtain from the Federal Trade Commission the information necessary to add these Arkansas consumers to the database maintained by the Attorney General; and

(b) Provide to the Federal Trade Commission access to the state database so that those Arkansas consumers who have signed up for the state database can also be included in the national Do-Not-Call registry;

(3) Specify the methods, if any, by which the objections may be withdrawn from the database;

(4) Specify the methods by which any person desiring to make or transmit telephone solicitations may obtain access to the database as required to avoid calling the telephone numbers of the consumers included in the database;

(5) Specify the methods, if any, for recovering the costs involved in identifying, collecting, updating, and disseminating the database and for other activities related to the Attorney General's duties under this subchapter; and

(6) Specify the frequency with which the database will be updated and specify the method by which the updating will take effect for the purposes of compliance with this subchapter, allowing no fewer than ten (10) calendar days for affected persons to update their databases after the Attorney General's database has been updated.

Acts 1999, No. 1465, § 4; 2003, No. 1042, § 1.
Ark. Code Ann. § 4-72-310 — AR Code / Title 4 / Chapter 72 / Subchapter 3 / Section 4-72-310
Violations
Status: in_force

(a) It is a violation of this subchapter for a manufacturer, wholesaler, or distributor to coerce a dealer to accept delivery of parts, accessories, or specialized tools which the dealer has not voluntarily ordered. (b) It is a violation of this subchapter for a manufacturer to: (1) (A) Condition or attempt to condition the sale of farm implements, machinery, utility and industrial equipment, lawn and garden outdoor powered machinery and equipment, and attachments on a dealer also purchasing other goods or services, except that a manufacturer may require the dealer to purchase those parts reasonably necessary to maintain the quality of operation in the field of the equipment used in the trade area and to purchase or lease such telecommunication equipment, including computer software, as is substantially and reasonably necessary to communicate with the manufacturer. (B) Provided, however, that upon termination, nonrenewal, or cancellation of an equipment dealer franchise, the equipment manufacturer must reimburse the equipment dealer for all telecommunications equipment, including computer software, purchased by the equipment dealer in order to comply with the requirements of the equipment manufacturer that the dealer returns or offers to return to the equipment manufacturer, subject to a reasonable reduction for depreciation; (2) Coerce or attempt to coerce a dealer into refusing to purchase the equipment manufactured by another equipment manufacturer; (3) (A) Discriminate in the prices charged for equipment of like grade and quality sold by the equipment manufacturer to similarly situated equipment dealers. (B) This does not prevent the use of volume discount or a differential which makes only due allowance for differences in the cost of manufacture, sale, or delivery, or for the differing methods by which or quantities in which the equipment is sold or delivered by the equipment manufacturer; or (4) Attempt or threaten to terminate, cancel, fail to renew, or substantially change the competitive circumstances of the dealership agreement based on the result of a natural disaster, including a sustained drought in the dealership market area, labor dispute, or other circumstances beyond the dealer's control. Acts 1991, No. 996, § 3.

(a) It is a violation of this subchapter for a manufacturer, wholesaler, or distributor to coerce a dealer to accept delivery of parts, accessories, or specialized tools which the dealer has not voluntarily ordered.

(b) It is a violation of this subchapter for a manufacturer to: (1) (A) Condition or attempt to condition the sale of farm implements, machinery, utility and industrial equipment, lawn and garden outdoor powered machinery and equipment, and attachments on a dealer also purchasing other goods or services, except that a manufacturer may require the dealer to purchase those parts reasonably necessary to maintain the quality of operation in the field of the equipment used in the trade area and to purchase or lease such telecommunication equipment, including computer software, as is substantially and reasonably necessary to communicate with the manufacturer. (B) Provided, however, that upon termination, nonrenewal, or cancellation of an equipment dealer franchise, the equipment manufacturer must reimburse the equipment dealer for all telecommunications equipment, including computer software, purchased by the equipment dealer in order to comply with the requirements of the equipment manufacturer that the dealer returns or offers to return to the equipment manufacturer, subject to a reasonable reduction for depreciation; (2) Coerce or attempt to coerce a dealer into refusing to purchase the equipment manufactured by another equipment manufacturer; (3) (A) Discriminate in the prices charged for equipment of like grade and quality sold by the equipment manufacturer to similarly situated equipment dealers. (B) This does not prevent the use of volume discount or a differential which makes only due allowance for differences in the cost of manufacture, sale, or delivery, or for the differing methods by which or quantities in which the equipment is sold or delivered by the equipment manufacturer; or (4) Attempt or threaten to terminate, cancel, fail to renew, or substantially change the competitive circumstances of the dealership agreement based on the result of a natural disaster, including a sustained drought in the dealership market area, labor dispute, or other circumstances beyond the dealer's control.

(1) (A) Condition or attempt to condition the sale of farm implements, machinery, utility and industrial equipment, lawn and garden outdoor powered machinery and equipment, and attachments on a dealer also purchasing other goods or services, except that a manufacturer may require the dealer to purchase those parts reasonably necessary to maintain the quality of operation in the field of the equipment used in the trade area and to purchase or lease such telecommunication equipment, including computer software, as is substantially and reasonably necessary to communicate with the manufacturer. (B) Provided, however, that upon termination, nonrenewal, or cancellation of an equipment dealer franchise, the equipment manufacturer must reimburse the equipment dealer for all telecommunications equipment, including computer software, purchased by the equipment dealer in order to comply with the requirements of the equipment manufacturer that the dealer returns or offers to return to the equipment manufacturer, subject to a reasonable reduction for depreciation;

(A) Condition or attempt to condition the sale of farm implements, machinery, utility and industrial equipment, lawn and garden outdoor powered machinery and equipment, and attachments on a dealer also purchasing other goods or services, except that a manufacturer may require the dealer to purchase those parts reasonably necessary to maintain the quality of operation in the field of the equipment used in the trade area and to purchase or lease such telecommunication equipment, including computer software, as is substantially and reasonably necessary to communicate with the manufacturer.

(B) Provided, however, that upon termination, nonrenewal, or cancellation of an equipment dealer franchise, the equipment manufacturer must reimburse the equipment dealer for all telecommunications equipment, including computer software, purchased by the equipment dealer in order to comply with the requirements of the equipment manufacturer that the dealer returns or offers to return to the equipment manufacturer, subject to a reasonable reduction for depreciation;

(2) Coerce or attempt to coerce a dealer into refusing to purchase the equipment manufactured by another equipment manufacturer;

(3) (A) Discriminate in the prices charged for equipment of like grade and quality sold by the equipment manufacturer to similarly situated equipment dealers. (B) This does not prevent the use of volume discount or a differential which makes only due allowance for differences in the cost of manufacture, sale, or delivery, or for the differing methods by which or quantities in which the equipment is sold or delivered by the equipment manufacturer; or

(A) Discriminate in the prices charged for equipment of like grade and quality sold by the equipment manufacturer to similarly situated equipment dealers.

(B) This does not prevent the use of volume discount or a differential which makes only due allowance for differences in the cost of manufacture, sale, or delivery, or for the differing methods by which or quantities in which the equipment is sold or delivered by the equipment manufacturer; or

(4) Attempt or threaten to terminate, cancel, fail to renew, or substantially change the competitive circumstances of the dealership agreement based on the result of a natural disaster, including a sustained drought in the dealership market area, labor dispute, or other circumstances beyond the dealer's control.

Acts 1991, No. 996, § 3.
Ark. Code Ann. § 4-36-103 — AR Code / Title 4 / Chapter 36 / Subchapter 1 / Section 4-36-103
Definitions
Status: in_force

(a) As used in this chapter: (1) "Benefit corporation" means a business corporation that is subject to this chapter; (2) "Benefit director" means the director designated as the benefit director of a benefit corporation under § 4-36-302 ; (3) "Benefit enforcement proceeding" means a claim or action for: (A) Failure of a benefit corporation to pursue or create a general public benefit or a specific public benefit purpose as stated in its articles of incorporation; or (B) Violation of an obligation, duty, or standard of conduct under this chapter; (4) "Benefit officer" means the individual designated as the benefit officer of a benefit corporation under § 4-36-304 ; (5) "General public benefit" means a material positive impact on society and the environment, taken as a whole, assessed against a third-party standard, from the business and operations of a benefit corporation; (6) (A) "Independent" means having no material relationship with a benefit corporation or a subsidiary of the benefit corporation. (B) A person shall be independent even if serving as benefit director or benefit officer. (C) A material relationship between a person and a benefit corporation or its subsidiaries is conclusively presumed to exist if: (i) The person is, or has been in the last three (3) years, an employee other than a benefit officer of the benefit corporation or a subsidiary of the benefit corporation; (ii) An immediate family member of the person is, or has been in the last three (3) years, an executive officer other than a benefit officer of the benefit corporation or its subsidiary; or (iii) There is beneficial or record ownership of five percent (5%) or more of the outstanding shares of the benefit corporation by the person or an association: (a) Of which the person is a director, an officer, or a manager; or (b) In which the person owns beneficially or of record five percent (5%) or more of the outstanding equity interests; (7) "Minimum status vote" means: (A) In the case of a business corporation, in addition to any other required approval or vote, the satisfaction of the following conditions: (i) The shareholders of a class or series may vote as a class on the corporate action regardless of a limitation stated in the articles of incorporation or bylaws on the voting rights of the class or series; and (ii) The corporate action shall be approved by vote of the shareholders of each class or series entitled to cast at least two-thirds (2/3) of the votes that all shareholders of the class or series are entitled to cast on the action. (B) In the case of a domestic entity other than a business corporation, in addition to any other required approval, vote, or consent, the satisfaction of the following conditions: (i) The holders of a class or series of equity interest in the entity that are entitled to receive a distribution from the entity may vote on or consent to the action regardless of an otherwise applicable limitation on the voting or consent rights of the class or series; and (ii) The action shall be approved by vote or consent of the holders described in subdivision (7)(B)(i) of this section entitled to cast at least two-thirds (2/3) of the votes or consents that all of those holders are entitled to cast on the action; (8) "Specific public benefit" means: (A) Providing low-income or underserved individuals or communities with beneficial products or services; (B) Promoting economic opportunity for individuals or communities beyond the creation of jobs in the normal course of business; (C) Preserving the environment; (D) Improving human health; (E) Promoting the arts, sciences, or advancement of knowledge; (F) Increasing the flow of capital to entities with a public benefit purpose; and (G) Conferring any other particular benefit on society or the environment; (9) "Subsidiary" means in relation to a person, an association in which the person owns beneficially or of record fifty percent (50%) or more of the outstanding equity interests; and (10) "Third-party standard" means a recognized standard for defining, reporting, and assessing corporate social and environmental performance that is: (A) Comprehensive in that it assesses the effect of the business and its operations on the interests listed in § 4-36-301(a)(1)(B) -(E); (B) Developed by an organization that is independent of the benefit corporation and satisfies the following: (i) Not more than one-third (1/3) of the members of the governing body of the organization are representatives of: (a) An association of businesses operating in a specific industry, the performance of whose members is measured by the standard; (b) Businesses from a specific industry or an association of businesses in that industry; or (c) A business whose performance is assessed against the standard; and (ii) The organization is not materially financed by an association or business described in subdivision (10)(B)(i) of this section; (C) Credible because the standard is developed by a person that both: (i) Has access to necessary expertise to assess overall corporate social and environmental performance; and (ii) Uses a balanced multistakeholder approach, including a public comment period of at least thirty (30) days to develop the standard; and (D) Transparent because the following information is publicly available: (i) The standard criteria considered if measuring the overall social and environmental performance of a business; (ii) The relative weighting factor of those criteria; (iii) The development and revision of the standard, including: (a) The identity of the directors, officers, material owners, and the governing body of the organization that developed and controls revisions to the standard; and (b) The process by which revisions to the standard and changes to the membership of the governing body are made; and (iv) An accounting of the sources of financial support for the organization, with sufficient detail to disclose a relationship that could reasonably be considered to present a potential conflict of interest. (b) For purposes of the definitions of "independent" and "subsidiary" in subsection (a) of this section, a percentage of ownership in an entity is computed as if all outstanding rights to acquire equity interests in the association had been exercised. Added by Act 2013, No. 1388,§ 1, eff. 8/16/2013.

(a) As used in this chapter: (1) "Benefit corporation" means a business corporation that is subject to this chapter; (2) "Benefit director" means the director designated as the benefit director of a benefit corporation under § 4-36-302 ; (3) "Benefit enforcement proceeding" means a claim or action for: (A) Failure of a benefit corporation to pursue or create a general public benefit or a specific public benefit purpose as stated in its articles of incorporation; or (B) Violation of an obligation, duty, or standard of conduct under this chapter; (4) "Benefit officer" means the individual designated as the benefit officer of a benefit corporation under § 4-36-304 ; (5) "General public benefit" means a material positive impact on society and the environment, taken as a whole, assessed against a third-party standard, from the business and operations of a benefit corporation; (6) (A) "Independent" means having no material relationship with a benefit corporation or a subsidiary of the benefit corporation. (B) A person shall be independent even if serving as benefit director or benefit officer. (C) A material relationship between a person and a benefit corporation or its subsidiaries is conclusively presumed to exist if: (i) The person is, or has been in the last three (3) years, an employee other than a benefit officer of the benefit corporation or a subsidiary of the benefit corporation; (ii) An immediate family member of the person is, or has been in the last three (3) years, an executive officer other than a benefit officer of the benefit corporation or its subsidiary; or (iii) There is beneficial or record ownership of five percent (5%) or more of the outstanding shares of the benefit corporation by the person or an association: (a) Of which the person is a director, an officer, or a manager; or (b) In which the person owns beneficially or of record five percent (5%) or more of the outstanding equity interests; (7) "Minimum status vote" means: (A) In the case of a business corporation, in addition to any other required approval or vote, the satisfaction of the following conditions: (i) The shareholders of a class or series may vote as a class on the corporate action regardless of a limitation stated in the articles of incorporation or bylaws on the voting rights of the class or series; and (ii) The corporate action shall be approved by vote of the shareholders of each class or series entitled to cast at least two-thirds (2/3) of the votes that all shareholders of the class or series are entitled to cast on the action. (B) In the case of a domestic entity other than a business corporation, in addition to any other required approval, vote, or consent, the satisfaction of the following conditions: (i) The holders of a class or series of equity interest in the entity that are entitled to receive a distribution from the entity may vote on or consent to the action regardless of an otherwise applicable limitation on the voting or consent rights of the class or series; and (ii) The action shall be approved by vote or consent of the holders described in subdivision (7)(B)(i) of this section entitled to cast at least two-thirds (2/3) of the votes or consents that all of those holders are entitled to cast on the action; (8) "Specific public benefit" means: (A) Providing low-income or underserved individuals or communities with beneficial products or services; (B) Promoting economic opportunity for individuals or communities beyond the creation of jobs in the normal course of business; (C) Preserving the environment; (D) Improving human health; (E) Promoting the arts, sciences, or advancement of knowledge; (F) Increasing the flow of capital to entities with a public benefit purpose; and (G) Conferring any other particular benefit on society or the environment; (9) "Subsidiary" means in relation to a person, an association in which the person owns beneficially or of record fifty percent (50%) or more of the outstanding equity interests; and (10) "Third-party standard" means a recognized standard for defining, reporting, and assessing corporate social and environmental performance that is: (A) Comprehensive in that it assesses the effect of the business and its operations on the interests listed in § 4-36-301(a)(1)(B) -(E); (B) Developed by an organization that is independent of the benefit corporation and satisfies the following: (i) Not more than one-third (1/3) of the members of the governing body of the organization are representatives of: (a) An association of businesses operating in a specific industry, the performance of whose members is measured by the standard; (b) Businesses from a specific industry or an association of businesses in that industry; or (c) A business whose performance is assessed against the standard; and (ii) The organization is not materially financed by an association or business described in subdivision (10)(B)(i) of this section; (C) Credible because the standard is developed by a person that both: (i) Has access to necessary expertise to assess overall corporate social and environmental performance; and (ii) Uses a balanced multistakeholder approach, including a public comment period of at least thirty (30) days to develop the standard; and (D) Transparent because the following information is publicly available: (i) The standard criteria considered if measuring the overall social and environmental performance of a business; (ii) The relative weighting factor of those criteria; (iii) The development and revision of the standard, including: (a) The identity of the directors, officers, material owners, and the governing body of the organization that developed and controls revisions to the standard; and (b) The process by which revisions to the standard and changes to the membership of the governing body are made; and (iv) An accounting of the sources of financial support for the organization, with sufficient detail to disclose a relationship that could reasonably be considered to present a potential conflict of interest.

(1) "Benefit corporation" means a business corporation that is subject to this chapter;

(2) "Benefit director" means the director designated as the benefit director of a benefit corporation under § 4-36-302 ;

(3) "Benefit enforcement proceeding" means a claim or action for: (A) Failure of a benefit corporation to pursue or create a general public benefit or a specific public benefit purpose as stated in its articles of incorporation; or (B) Violation of an obligation, duty, or standard of conduct under this chapter;

(A) Failure of a benefit corporation to pursue or create a general public benefit or a specific public benefit purpose as stated in its articles of incorporation; or

(B) Violation of an obligation, duty, or standard of conduct under this chapter;

(4) "Benefit officer" means the individual designated as the benefit officer of a benefit corporation under § 4-36-304 ;

(5) "General public benefit" means a material positive impact on society and the environment, taken as a whole, assessed against a third-party standard, from the business and operations of a benefit corporation;

(6) (A) "Independent" means having no material relationship with a benefit corporation or a subsidiary of the benefit corporation. (B) A person shall be independent even if serving as benefit director or benefit officer. (C) A material relationship between a person and a benefit corporation or its subsidiaries is conclusively presumed to exist if: (i) The person is, or has been in the last three (3) years, an employee other than a benefit officer of the benefit corporation or a subsidiary of the benefit corporation; (ii) An immediate family member of the person is, or has been in the last three (3) years, an executive officer other than a benefit officer of the benefit corporation or its subsidiary; or (iii) There is beneficial or record ownership of five percent (5%) or more of the outstanding shares of the benefit corporation by the person or an association: (a) Of which the person is a director, an officer, or a manager; or (b) In which the person owns beneficially or of record five percent (5%) or more of the outstanding equity interests;

(A) "Independent" means having no material relationship with a benefit corporation or a subsidiary of the benefit corporation.

(B) A person shall be independent even if serving as benefit director or benefit officer.

(C) A material relationship between a person and a benefit corporation or its subsidiaries is conclusively presumed to exist if: (i) The person is, or has been in the last three (3) years, an employee other than a benefit officer of the benefit corporation or a subsidiary of the benefit corporation; (ii) An immediate family member of the person is, or has been in the last three (3) years, an executive officer other than a benefit officer of the benefit corporation or its subsidiary; or (iii) There is beneficial or record ownership of five percent (5%) or more of the outstanding shares of the benefit corporation by the person or an association: (a) Of which the person is a director, an officer, or a manager; or (b) In which the person owns beneficially or of record five percent (5%) or more of the outstanding equity interests;

(i) The person is, or has been in the last three (3) years, an employee other than a benefit officer of the benefit corporation or a subsidiary of the benefit corporation;

(ii) An immediate family member of the person is, or has been in the last three (3) years, an executive officer other than a benefit officer of the benefit corporation or its subsidiary; or

(iii) There is beneficial or record ownership of five percent (5%) or more of the outstanding shares of the benefit corporation by the person or an association: (a) Of which the person is a director, an officer, or a manager; or (b) In which the person owns beneficially or of record five percent (5%) or more of the outstanding equity interests;

(a) Of which the person is a director, an officer, or a manager; or

(b) In which the person owns beneficially or of record five percent (5%) or more of the outstanding equity interests;

(7) "Minimum status vote" means: (A) In the case of a business corporation, in addition to any other required approval or vote, the satisfaction of the following conditions: (i) The shareholders of a class or series may vote as a class on the corporate action regardless of a limitation stated in the articles of incorporation or bylaws on the voting rights of the class or series; and (ii) The corporate action shall be approved by vote of the shareholders of each class or series entitled to cast at least two-thirds (2/3) of the votes that all shareholders of the class or series are entitled to cast on the action. (B) In the case of a domestic entity other than a business corporation, in addition to any other required approval, vote, or consent, the satisfaction of the following conditions: (i) The holders of a class or series of equity interest in the entity that are entitled to receive a distribution from the entity may vote on or consent to the action regardless of an otherwise applicable limitation on the voting or consent rights of the class or series; and (ii) The action shall be approved by vote or consent of the holders described in subdivision (7)(B)(i) of this section entitled to cast at least two-thirds (2/3) of the votes or consents that all of those holders are entitled to cast on the action;

(A) In the case of a business corporation, in addition to any other required approval or vote, the satisfaction of the following conditions: (i) The shareholders of a class or series may vote as a class on the corporate action regardless of a limitation stated in the articles of incorporation or bylaws on the voting rights of the class or series; and (ii) The corporate action shall be approved by vote of the shareholders of each class or series entitled to cast at least two-thirds (2/3) of the votes that all shareholders of the class or series are entitled to cast on the action.

(i) The shareholders of a class or series may vote as a class on the corporate action regardless of a limitation stated in the articles of incorporation or bylaws on the voting rights of the class or series; and

(ii) The corporate action shall be approved by vote of the shareholders of each class or series entitled to cast at least two-thirds (2/3) of the votes that all shareholders of the class or series are entitled to cast on the action.

(B) In the case of a domestic entity other than a business corporation, in addition to any other required approval, vote, or consent, the satisfaction of the following conditions: (i) The holders of a class or series of equity interest in the entity that are entitled to receive a distribution from the entity may vote on or consent to the action regardless of an otherwise applicable limitation on the voting or consent rights of the class or series; and (ii) The action shall be approved by vote or consent of the holders described in subdivision (7)(B)(i) of this section entitled to cast at least two-thirds (2/3) of the votes or consents that all of those holders are entitled to cast on the action;

(i) The holders of a class or series of equity interest in the entity that are entitled to receive a distribution from the entity may vote on or consent to the action regardless of an otherwise applicable limitation on the voting or consent rights of the class or series; and

(ii) The action shall be approved by vote or consent of the holders described in subdivision (7)(B)(i) of this section entitled to cast at least two-thirds (2/3) of the votes or consents that all of those holders are entitled to cast on the action;

(8) "Specific public benefit" means: (A) Providing low-income or underserved individuals or communities with beneficial products or services; (B) Promoting economic opportunity for individuals or communities beyond the creation of jobs in the normal course of business; (C) Preserving the environment; (D) Improving human health; (E) Promoting the arts, sciences, or advancement of knowledge; (F) Increasing the flow of capital to entities with a public benefit purpose; and (G) Conferring any other particular benefit on society or the environment;

(A) Providing low-income or underserved individuals or communities with beneficial products or services;

(B) Promoting economic opportunity for individuals or communities beyond the creation of jobs in the normal course of business;

(C) Preserving the environment;

(D) Improving human health;

(E) Promoting the arts, sciences, or advancement of knowledge;

(F) Increasing the flow of capital to entities with a public benefit purpose; and

(G) Conferring any other particular benefit on society or the environment;

(9) "Subsidiary" means in relation to a person, an association in which the person owns beneficially or of record fifty percent (50%) or more of the outstanding equity interests; and

(10) "Third-party standard" means a recognized standard for defining, reporting, and assessing corporate social and environmental performance that is: (A) Comprehensive in that it assesses the effect of the business and its operations on the interests listed in § 4-36-301(a)(1)(B) -(E); (B) Developed by an organization that is independent of the benefit corporation and satisfies the following: (i) Not more than one-third (1/3) of the members of the governing body of the organization are representatives of: (a) An association of businesses operating in a specific industry, the performance of whose members is measured by the standard; (b) Businesses from a specific industry or an association of businesses in that industry; or (c) A business whose performance is assessed against the standard; and (ii) The organization is not materially financed by an association or business described in subdivision (10)(B)(i) of this section; (C) Credible because the standard is developed by a person that both: (i) Has access to necessary expertise to assess overall corporate social and environmental performance; and (ii) Uses a balanced multistakeholder approach, including a public comment period of at least thirty (30) days to develop the standard; and (D) Transparent because the following information is publicly available: (i) The standard criteria considered if measuring the overall social and environmental performance of a business; (ii) The relative weighting factor of those criteria; (iii) The development and revision of the standard, including: (a) The identity of the directors, officers, material owners, and the governing body of the organization that developed and controls revisions to the standard; and (b) The process by which revisions to the standard and changes to the membership of the governing body are made; and (iv) An accounting of the sources of financial support for the organization, with sufficient detail to disclose a relationship that could reasonably be considered to present a potential conflict of interest.

(A) Comprehensive in that it assesses the effect of the business and its operations on the interests listed in § 4-36-301(a)(1)(B) -(E);

(B) Developed by an organization that is independent of the benefit corporation and satisfies the following: (i) Not more than one-third (1/3) of the members of the governing body of the organization are representatives of: (a) An association of businesses operating in a specific industry, the performance of whose members is measured by the standard; (b) Businesses from a specific industry or an association of businesses in that industry; or (c) A business whose performance is assessed against the standard; and (ii) The organization is not materially financed by an association or business described in subdivision (10)(B)(i) of this section;

(i) Not more than one-third (1/3) of the members of the governing body of the organization are representatives of: (a) An association of businesses operating in a specific industry, the performance of whose members is measured by the standard; (b) Businesses from a specific industry or an association of businesses in that industry; or (c) A business whose performance is assessed against the standard; and

(a) An association of businesses operating in a specific industry, the performance of whose members is measured by the standard;

(b) Businesses from a specific industry or an association of businesses in that industry; or

(c) A business whose performance is assessed against the standard; and

(ii) The organization is not materially financed by an association or business described in subdivision (10)(B)(i) of this section;

(C) Credible because the standard is developed by a person that both: (i) Has access to necessary expertise to assess overall corporate social and environmental performance; and (ii) Uses a balanced multistakeholder approach, including a public comment period of at least thirty (30) days to develop the standard; and

(i) Has access to necessary expertise to assess overall corporate social and environmental performance; and

(ii) Uses a balanced multistakeholder approach, including a public comment period of at least thirty (30) days to develop the standard; and

(D) Transparent because the following information is publicly available: (i) The standard criteria considered if measuring the overall social and environmental performance of a business; (ii) The relative weighting factor of those criteria; (iii) The development and revision of the standard, including: (a) The identity of the directors, officers, material owners, and the governing body of the organization that developed and controls revisions to the standard; and (b) The process by which revisions to the standard and changes to the membership of the governing body are made; and (iv) An accounting of the sources of financial support for the organization, with sufficient detail to disclose a relationship that could reasonably be considered to present a potential conflict of interest.

(i) The standard criteria considered if measuring the overall social and environmental performance of a business;

(ii) The relative weighting factor of those criteria;

(iii) The development and revision of the standard, including: (a) The identity of the directors, officers, material owners, and the governing body of the organization that developed and controls revisions to the standard; and (b) The process by which revisions to the standard and changes to the membership of the governing body are made; and

(a) The identity of the directors, officers, material owners, and the governing body of the organization that developed and controls revisions to the standard; and

(b) The process by which revisions to the standard and changes to the membership of the governing body are made; and

(iv) An accounting of the sources of financial support for the organization, with sufficient detail to disclose a relationship that could reasonably be considered to present a potential conflict of interest.

(b) For purposes of the definitions of "independent" and "subsidiary" in subsection (a) of this section, a percentage of ownership in an entity is computed as if all outstanding rights to acquire equity interests in the association had been exercised.

Added by Act 2013, No. 1388,§ 1, eff. 8/16/2013.
Ark. Code Ann. § 4-27-406 — AR Code / Title 4 / Chapter 27 / Subchapter 4 / Section 4-27-406
Notice to registrant regarding use of corporate, fictitious, or assumed names in violation of trademark
Status: in_force

(a) Neither the reservation of any proposed name, nor the acceptance of the filing of any articles of incorporation, nor the registration of any foreign corporation's name, nor the registration of an assumed or fictitious name shall authorize the use of the corporate name, assumed name, or fictitious name in violation of any rights of another arising under the trademark laws of the United States, this state, or the common law or provide a defense to an action for violation of any such rights. (b) Upon reserving any proposed corporate name, or upon accepting the filing of any articles of incorporation, or upon registering for any foreign corporation's name, or upon registering any assumed or fictitious name, the Secretary of State shall issue the following notice to the registrant (selecting the appropriate name from each bracket): "The Secretary of State of Arkansas has [reserved your proposed corporate name; accepted the filing of your articles of incorporation; registered your corporate name; recorded your assumed or fictitious name]. However, this does not necessarily give you the right to use your [proposed corporate name; corporate name; assumed or fictitious name] in this state if the use violates someone else's trade name, trademark, or service mark rights under the trademark laws of the United States, this state, or the common law. Prior to your use of the name, you are encouraged to research the names and marks of other parties used or registered in this state, or registered in the United States Patent and Trademark Office, or consult an attorney to determine the existence of any conflicting rights." Acts 2007, No. 1008, § 1.

(a) Neither the reservation of any proposed name, nor the acceptance of the filing of any articles of incorporation, nor the registration of any foreign corporation's name, nor the registration of an assumed or fictitious name shall authorize the use of the corporate name, assumed name, or fictitious name in violation of any rights of another arising under the trademark laws of the United States, this state, or the common law or provide a defense to an action for violation of any such rights.

(b) Upon reserving any proposed corporate name, or upon accepting the filing of any articles of incorporation, or upon registering for any foreign corporation's name, or upon registering any assumed or fictitious name, the Secretary of State shall issue the following notice to the registrant (selecting the appropriate name from each bracket): "The Secretary of State of Arkansas has [reserved your proposed corporate name; accepted the filing of your articles of incorporation; registered your corporate name; recorded your assumed or fictitious name]. However, this does not necessarily give you the right to use your [proposed corporate name; corporate name; assumed or fictitious name] in this state if the use violates someone else's trade name, trademark, or service mark rights under the trademark laws of the United States, this state, or the common law. Prior to your use of the name, you are encouraged to research the names and marks of other parties used or registered in this state, or registered in the United States Patent and Trademark Office, or consult an attorney to determine the existence of any conflicting rights."

"The Secretary of State of Arkansas has [reserved your proposed corporate name; accepted the filing of your articles of incorporation; registered your corporate name; recorded your assumed or fictitious name]. However, this does not necessarily give you the right to use your [proposed corporate name; corporate name; assumed or fictitious name] in this state if the use violates someone else's trade name, trademark, or service mark rights under the trademark laws of the United States, this state, or the common law. Prior to your use of the name, you are encouraged to research the names and marks of other parties used or registered in this state, or registered in the United States Patent and Trademark Office, or consult an attorney to determine the existence of any conflicting rights."

Acts 2007, No. 1008, § 1.
Ark. Code Ann. § 4-107-304 — AR Code / Title 4 / Chapter 107 / Subchapter 3 / Section 4-107-304
Acceptance of credit card agreement
Status: in_force

The acceptance of the terms and conditions of a credit card account by a cardholder may be established as binding and enforceable by: (1) The written or electronic signature or other electronic record of acceptance by the cardholder; or (2) The use of the credit card account by the named credit card account member, any coapplicant, or any authorized user if the credit card agreement provides that any use of the credit card account constitutes an acceptance of the terms and conditions of the credit card agreement if the time prescribed in 12 C.F.R. § 202.12(b) has expired. Added by Act 2013, No. 1495,§ 2, eff. 8/16/2013.

The acceptance of the terms and conditions of a credit card account by a cardholder may be established as binding and enforceable by:

(1) The written or electronic signature or other electronic record of acceptance by the cardholder; or

(2) The use of the credit card account by the named credit card account member, any coapplicant, or any authorized user if the credit card agreement provides that any use of the credit card account constitutes an acceptance of the terms and conditions of the credit card agreement if the time prescribed in 12 C.F.R. § 202.12(b) has expired.

Added by Act 2013, No. 1495,§ 2, eff. 8/16/2013.
Ark. Code Ann. § 4-99-109 — AR Code / Title 4 / Chapter 99 / Subchapter 1 / Section 4-99-109
Irrevocable consent appointing Secretary of State to act as seller's attorney to receive service - Conditions of effective service
Status: in_force

(a) A telephonic seller shall file with the Secretary of State, in the form prescribed by the Secretary of State, an irrevocable consent appointing the Secretary of State to act as the seller's attorney to receive service of any lawful process in any noncriminal suit, action, or proceeding against the seller or the seller's successor, executor, or administrator, that may arise under this chapter, when the agent designated in the seller's registration filing cannot with reasonable diligence be found at the address designated or if no agent has been designated pursuant thereto. (b) When service is made upon the Secretary of State in conformance with this section, it has the same force and validity as if served personally on the seller. (c) Service may be made by leaving a copy of the process with the Secretary of State, but service is not effective until both of the following are done: (1) When service is effected under this section, the plaintiff shall forthwith send by certified first class mail, return receipt requested, a notice of the service and a copy of the process to the defendant or respondent at the last address on file with the Secretary of State; and (2) The plaintiff's affidavit of compliance with this section shall be filed in the case on or before the return date of the process, if any, or within such further time as the court allows. Amended by Act 2017, No. 728,§ 6, eff. 1/1/2018. Acts 1993, No. 137, § 8.

(a) A telephonic seller shall file with the Secretary of State, in the form prescribed by the Secretary of State, an irrevocable consent appointing the Secretary of State to act as the seller's attorney to receive service of any lawful process in any noncriminal suit, action, or proceeding against the seller or the seller's successor, executor, or administrator, that may arise under this chapter, when the agent designated in the seller's registration filing cannot with reasonable diligence be found at the address designated or if no agent has been designated pursuant thereto.

(b) When service is made upon the Secretary of State in conformance with this section, it has the same force and validity as if served personally on the seller.

(c) Service may be made by leaving a copy of the process with the Secretary of State, but service is not effective until both of the following are done: (1) When service is effected under this section, the plaintiff shall forthwith send by certified first class mail, return receipt requested, a notice of the service and a copy of the process to the defendant or respondent at the last address on file with the Secretary of State; and (2) The plaintiff's affidavit of compliance with this section shall be filed in the case on or before the return date of the process, if any, or within such further time as the court allows.

(1) When service is effected under this section, the plaintiff shall forthwith send by certified first class mail, return receipt requested, a notice of the service and a copy of the process to the defendant or respondent at the last address on file with the Secretary of State; and

(2) The plaintiff's affidavit of compliance with this section shall be filed in the case on or before the return date of the process, if any, or within such further time as the court allows.

Amended by Act 2017, No. 728,§ 6, eff. 1/1/2018.

Acts 1993, No. 137, § 8.
Ark. Code Ann. § 4-114-111 — AR Code / Title 4 / Chapter 114 / Section 4-114-111
Enforcement provisions
Status: in_force

(a) The Insurance Commissioner may conduct investigations or examinations of providers, administrators, insurers, or other persons to enforce the provisions of this chapter and protect service contract holders in this state. (b) (1) The commissioner may take any action that is necessary or appropriate to enforce the provisions of this chapter and the commissioner's rules and orders to protect service contract holders in this state. (2) The commissioner may order a provider to cease and desist from committing violations of this chapter or the commissioner's rules or orders, may issue an order prohibiting a provider from selling or offering a service contract for sale, or may issue an order imposing a civil penalty, or any combination of these, if the provider has violated this chapter or the commissioner's rules or orders. (3) (A) A person aggrieved by an order issued under this subsection may request a hearing before the commissioner by filing a request with the commissioner within twenty (20) days of the commissioner's order. (B) Pending the hearing and the decision by the commissioner, the commissioner shall suspend the effective date of the order. (C) (i) At the hearing, the burden shall be on the commissioner to show why the order is justified. (ii) The provisions of § 23-61-301 et seq. shall apply to a hearing requested under this subsection. (4) (A) The commissioner may bring an action in the Pulaski County Circuit Court for an injunction or other appropriate relief for threatened or existing violations of this chapter or of the commissioner's rules or orders. (B) An action filed under subdivision (b)(3)(A) of this section may also seek restitution on behalf of persons aggrieved by a violation of this chapter or a rule or an order of the commissioner. (5) (A) A person in violation of this chapter or a rule or an order of the commissioner may be assessed a civil penalty not to exceed five hundred dollars ($500) per violation and no more than ten thousand dollars ($10,000) in the aggregate for all violations of a similar nature. (B) For purposes of this subdivision (b)(5), violations shall be of a similar nature if the violation consists of the same or similar course of conduct, action, or practice, irrespective of the number of times the act, conduct, or practice that is determined to be a violation of this chapter has occurred. (c) The authority of the commissioner under this section is in addition to other authorities of the commissioner. Acts 2007, No. 656, § 1.

(a) The Insurance Commissioner may conduct investigations or examinations of providers, administrators, insurers, or other persons to enforce the provisions of this chapter and protect service contract holders in this state.

(b) (1) The commissioner may take any action that is necessary or appropriate to enforce the provisions of this chapter and the commissioner's rules and orders to protect service contract holders in this state. (2) The commissioner may order a provider to cease and desist from committing violations of this chapter or the commissioner's rules or orders, may issue an order prohibiting a provider from selling or offering a service contract for sale, or may issue an order imposing a civil penalty, or any combination of these, if the provider has violated this chapter or the commissioner's rules or orders. (3) (A) A person aggrieved by an order issued under this subsection may request a hearing before the commissioner by filing a request with the commissioner within twenty (20) days of the commissioner's order. (B) Pending the hearing and the decision by the commissioner, the commissioner shall suspend the effective date of the order. (C) (i) At the hearing, the burden shall be on the commissioner to show why the order is justified. (ii) The provisions of § 23-61-301 et seq. shall apply to a hearing requested under this subsection. (4) (A) The commissioner may bring an action in the Pulaski County Circuit Court for an injunction or other appropriate relief for threatened or existing violations of this chapter or of the commissioner's rules or orders. (B) An action filed under subdivision (b)(3)(A) of this section may also seek restitution on behalf of persons aggrieved by a violation of this chapter or a rule or an order of the commissioner. (5) (A) A person in violation of this chapter or a rule or an order of the commissioner may be assessed a civil penalty not to exceed five hundred dollars ($500) per violation and no more than ten thousand dollars ($10,000) in the aggregate for all violations of a similar nature. (B) For purposes of this subdivision (b)(5), violations shall be of a similar nature if the violation consists of the same or similar course of conduct, action, or practice, irrespective of the number of times the act, conduct, or practice that is determined to be a violation of this chapter has occurred.

(1) The commissioner may take any action that is necessary or appropriate to enforce the provisions of this chapter and the commissioner's rules and orders to protect service contract holders in this state.

(2) The commissioner may order a provider to cease and desist from committing violations of this chapter or the commissioner's rules or orders, may issue an order prohibiting a provider from selling or offering a service contract for sale, or may issue an order imposing a civil penalty, or any combination of these, if the provider has violated this chapter or the commissioner's rules or orders.

(3) (A) A person aggrieved by an order issued under this subsection may request a hearing before the commissioner by filing a request with the commissioner within twenty (20) days of the commissioner's order. (B) Pending the hearing and the decision by the commissioner, the commissioner shall suspend the effective date of the order. (C) (i) At the hearing, the burden shall be on the commissioner to show why the order is justified. (ii) The provisions of § 23-61-301 et seq. shall apply to a hearing requested under this subsection.

(A) A person aggrieved by an order issued under this subsection may request a hearing before the commissioner by filing a request with the commissioner within twenty (20) days of the commissioner's order.

(B) Pending the hearing and the decision by the commissioner, the commissioner shall suspend the effective date of the order.

(C) (i) At the hearing, the burden shall be on the commissioner to show why the order is justified. (ii) The provisions of § 23-61-301 et seq. shall apply to a hearing requested under this subsection.

(i) At the hearing, the burden shall be on the commissioner to show why the order is justified.

(ii) The provisions of § 23-61-301 et seq. shall apply to a hearing requested under this subsection.

(4) (A) The commissioner may bring an action in the Pulaski County Circuit Court for an injunction or other appropriate relief for threatened or existing violations of this chapter or of the commissioner's rules or orders. (B) An action filed under subdivision (b)(3)(A) of this section may also seek restitution on behalf of persons aggrieved by a violation of this chapter or a rule or an order of the commissioner.

(A) The commissioner may bring an action in the Pulaski County Circuit Court for an injunction or other appropriate relief for threatened or existing violations of this chapter or of the commissioner's rules or orders.

(B) An action filed under subdivision (b)(3)(A) of this section may also seek restitution on behalf of persons aggrieved by a violation of this chapter or a rule or an order of the commissioner.

(5) (A) A person in violation of this chapter or a rule or an order of the commissioner may be assessed a civil penalty not to exceed five hundred dollars ($500) per violation and no more than ten thousand dollars ($10,000) in the aggregate for all violations of a similar nature. (B) For purposes of this subdivision (b)(5), violations shall be of a similar nature if the violation consists of the same or similar course of conduct, action, or practice, irrespective of the number of times the act, conduct, or practice that is determined to be a violation of this chapter has occurred.

(A) A person in violation of this chapter or a rule or an order of the commissioner may be assessed a civil penalty not to exceed five hundred dollars ($500) per violation and no more than ten thousand dollars ($10,000) in the aggregate for all violations of a similar nature.

(B) For purposes of this subdivision (b)(5), violations shall be of a similar nature if the violation consists of the same or similar course of conduct, action, or practice, irrespective of the number of times the act, conduct, or practice that is determined to be a violation of this chapter has occurred.

(c) The authority of the commissioner under this section is in addition to other authorities of the commissioner.

Acts 2007, No. 656, § 1.
Ark. Code Ann. § 4-47-508 — AR Code / Title 4 / Chapter 47 / Subchapter 5 / Section 4-47-508
Limitations on distribution
Status: in_force

(a) A limited partnership may not make a distribution in violation of the partnership agreement. (b) A limited partnership may not make a distribution if after the distribution: (1) the limited partnership would not be able to pay its debts as they become due in the ordinary course of the limited partnership's activities; or (2) the limited partnership's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the limited partnership were to be dissolved, wound up, and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up, and termination of partners whose preferential rights are superior to those of persons receiving the distribution. (c) A limited partnership may base a determination that a distribution is not prohibited under subsection (b) on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances. (d) Except as otherwise provided in subsection (g), the effect of a distribution under subsection (b) is measured: (1) in the case of distribution by purchase, redemption, or other acquisition of a transferable interest in the limited partnership, as of the date money or other property is transferred or debt incurred by the limited partnership; and (2) in all other cases, as of the date: (A) the distribution is authorized, if the payment occurs within 120 days after that date; or (B) the payment is made, if payment occurs more than 120 days after the distribution is authorized. (e) A limited partnership's indebtedness to a partner incurred by reason of a distribution made in accordance with this section is at parity with the limited partnership's indebtedness to its general, unsecured creditors. (f) A limited partnership's indebtedness, including indebtedness issued in connection with or as part of a distribution, is not considered a liability for purposes of subsection (b) if the terms of the indebtedness provide that payment of principal and interest are made only to the extent that a distribution could then be made to partners under this section. (g) If indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is made. Acts 2007, No. 15, § 1.

(a) A limited partnership may not make a distribution in violation of the partnership agreement.

(b) A limited partnership may not make a distribution if after the distribution: (1) the limited partnership would not be able to pay its debts as they become due in the ordinary course of the limited partnership's activities; or (2) the limited partnership's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the limited partnership were to be dissolved, wound up, and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up, and termination of partners whose preferential rights are superior to those of persons receiving the distribution.

(1) the limited partnership would not be able to pay its debts as they become due in the ordinary course of the limited partnership's activities; or

(2) the limited partnership's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the limited partnership were to be dissolved, wound up, and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up, and termination of partners whose preferential rights are superior to those of persons receiving the distribution.

(c) A limited partnership may base a determination that a distribution is not prohibited under subsection (b) on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances.

(d) Except as otherwise provided in subsection (g), the effect of a distribution under subsection (b) is measured: (1) in the case of distribution by purchase, redemption, or other acquisition of a transferable interest in the limited partnership, as of the date money or other property is transferred or debt incurred by the limited partnership; and (2) in all other cases, as of the date: (A) the distribution is authorized, if the payment occurs within 120 days after that date; or (B) the payment is made, if payment occurs more than 120 days after the distribution is authorized.

(1) in the case of distribution by purchase, redemption, or other acquisition of a transferable interest in the limited partnership, as of the date money or other property is transferred or debt incurred by the limited partnership; and

(2) in all other cases, as of the date: (A) the distribution is authorized, if the payment occurs within 120 days after that date; or (B) the payment is made, if payment occurs more than 120 days after the distribution is authorized.

(A) the distribution is authorized, if the payment occurs within 120 days after that date; or

(B) the payment is made, if payment occurs more than 120 days after the distribution is authorized.

(e) A limited partnership's indebtedness to a partner incurred by reason of a distribution made in accordance with this section is at parity with the limited partnership's indebtedness to its general, unsecured creditors.

(f) A limited partnership's indebtedness, including indebtedness issued in connection with or as part of a distribution, is not considered a liability for purposes of subsection (b) if the terms of the indebtedness provide that payment of principal and interest are made only to the extent that a distribution could then be made to partners under this section.

(g) If indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is made.

Acts 2007, No. 15, § 1.
Ark. Code Ann. § 4-90-503 — AR Code / Title 4 / Chapter 90 / Subchapter 5 / Section 4-90-503
Applicability
Status: in_force

This subchapter shall apply to motor vehicle service contracts sold on or after May 1, 1993. Acts 1993, No. 805, § 17.

This subchapter shall apply to motor vehicle service contracts sold on or after May 1, 1993.

Acts 1993, No. 805, § 17.
Ark. Code Ann. § 4-47-1301 — AR Code / Title 4 / Chapter 47 / Subchapter 13 / Section 4-47-1301
Fees for limited partnerships
Status: in_force

(a) The Secretary of State shall collect the following fees when the documents described in this subsection are delivered to him or her for filing by a domestic or foreign limited partnership: Document Fee (1) Registration of certificate of domestic limited partnership..................... .....................................$50.00 (2) Registration of certificate of foreign limited partnership ....................... .....................................300.00 (3) Amendment of certificate of limited partnership ................................ ......................................15.00 (4) Change of agent for service ............................................................ .....................................No Fee (5) Cancellation or dissolution of certificate of limited partnership ............. ......................................15.00 (6) Assignment of limited partnership interest ....................................... ......................................15.00 (7) Withdrawal of general partner ....................................................... ......................................15.00 (8) Admission of new general partner .................................................. ......................................15.00 (9) Merger or consolidation of limited partnership with limited liability company ........................................................................................ ......................................15.00 (b) The Secretary of State shall collect a fee of twenty-five dollars ($25.00) each time process is served on him or her under this chapter. The party to a proceeding causing service of process is entitled to recover the service of process fee as costs if the party prevails in the proceeding. (c) The Secretary of State shall collect the following fees for copying and certifying the copy of any filed document relating to a domestic or foreign limited liability limited partnership: (1) Fifty cents (50¢) per page for copying; and (2) Five dollars ($5.00) for the certificate. (d) The Secretary of State shall collect the following fees when the documents described in this subsection are delivered to him or her by electronic means: Document Fee Processing Fee (1) Application for fictitious name for domestic limited partnership ........ $ 9.50 ........................$ 4.00 (2) Application for fictitious name of foreign limited partnership ............. $ 9.50 ........................$ 4.00 Acts 2007, No. 15, § 1; 2007, No. 638, § 69; 2007, No. 646, § 13.

(a) The Secretary of State shall collect the following fees when the documents described in this subsection are delivered to him or her for filing by a domestic or foreign limited partnership: Document Fee (1) Registration of certificate of domestic limited partnership..................... .....................................$50.00 (2) Registration of certificate of foreign limited partnership ....................... .....................................300.00 (3) Amendment of certificate of limited partnership ................................ ......................................15.00 (4) Change of agent for service ............................................................ .....................................No Fee (5) Cancellation or dissolution of certificate of limited partnership ............. ......................................15.00 (6) Assignment of limited partnership interest ....................................... ......................................15.00 (7) Withdrawal of general partner ....................................................... ......................................15.00 (8) Admission of new general partner .................................................. ......................................15.00 (9) Merger or consolidation of limited partnership with limited liability company ........................................................................................ ......................................15.00

Document Fee (1) Registration of certificate of domestic limited partnership..................... .....................................$50.00 (2) Registration of certificate of foreign limited partnership ....................... .....................................300.00 (3) Amendment of certificate of limited partnership ................................ ......................................15.00 (4) Change of agent for service ............................................................ .....................................No Fee (5) Cancellation or dissolution of certificate of limited partnership ............. ......................................15.00 (6) Assignment of limited partnership interest ....................................... ......................................15.00 (7) Withdrawal of general partner ....................................................... ......................................15.00 (8) Admission of new general partner .................................................. ......................................15.00 (9) Merger or consolidation of limited partnership with limited liability company ........................................................................................ ......................................15.00

Document

Fee

(1) Registration of certificate of domestic limited partnership.....................

.....................................$50.00

(2) Registration of certificate of foreign limited partnership .......................

.....................................300.00

(3) Amendment of certificate of limited partnership ................................

......................................15.00

(4) Change of agent for service ............................................................

.....................................No Fee

(5) Cancellation or dissolution of certificate of limited partnership .............

......................................15.00

(6) Assignment of limited partnership interest .......................................

......................................15.00

(7) Withdrawal of general partner .......................................................

......................................15.00

(8) Admission of new general partner ..................................................

......................................15.00

(9) Merger or consolidation of limited partnership with limited liability company ........................................................................................

......................................15.00

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

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

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

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

(d) The Secretary of State shall collect the following fees when the documents described in this subsection are delivered to him or her by electronic means: Document Fee Processing Fee (1) Application for fictitious name for domestic limited partnership ........ $ 9.50 ........................$ 4.00 (2) Application for fictitious name of foreign limited partnership ............. $ 9.50 ........................$ 4.00

Document Fee Processing Fee (1) Application for fictitious name for domestic limited partnership ........ $ 9.50 ........................$ 4.00 (2) Application for fictitious name of foreign limited partnership ............. $ 9.50 ........................$ 4.00

Document

Fee

Processing Fee

(1) Application for fictitious name for domestic limited partnership ........

$ 9.50

........................$ 4.00

(2) Application for fictitious name of foreign limited partnership .............

$ 9.50

........................$ 4.00

Acts 2007, No. 15, § 1; 2007, No. 638, § 69; 2007, No. 646, § 13.
Ark. Code Ann. § 4-99-105 — AR Code / Title 4 / Chapter 99 / Subchapter 1 / Section 4-99-105
Filing information
Status: in_force

Each registration filing pursuant to this chapter shall contain the following information: (1) The name or names of the seller, including the name under which the seller is doing or intends to do business, if different from the name of the seller, and the name of any parent or affiliated organization that will engage in business transactions with purchasers relating to sales solicited by the seller, or that accepts responsibility for statements made by, or acts of, the seller relating to sales solicited by the seller; (2) The seller's business form and place of organization and, if the seller is a corporation, a copy of its articles of incorporation and bylaws and amendments thereto, or, if a partnership, a copy of the partnership agreement, or, if operating under a fictitious business name, the location where the fictitious name has been registered. All the same information shall be included for any parent or affiliated organization disclosed pursuant to subdivision (1) of this section; (3) (A) The complete street address or addresses of all locations, designating the principal location from which the telephonic seller will be conducting business. (B) If the principal business location of the seller is not in this state, then the seller shall also designate which of any locations within this state is its main location in the state; (4) A listing of all telephone numbers to be used by the seller and the address where each telephone using each of these telephone numbers is located; (5) The name of, and the office held by, the seller's officers, directors, trustees, general and limited partners, sole proprietor, and owners, as the case may be, and the names of those persons who have management responsibilities in connection with the seller's business activities; (6) The complete address of the principal residence, the date of birth, and the Social Security number of each of the persons whose names are disclosed pursuant to subdivision (5) of this section; (7) A list of the names and principal residence addresses of salespersons who solicit on behalf of the telephonic seller and the names the salespersons use while soliciting; (8) A description of the items the seller is offering for sale and a copy of all sales scripts the telephonic seller requires salespersons to use when soliciting prospective purchasers or, if no sales script is required to be used, a statement to that effect; (9) A copy of all sales information and literature, including, but not limited to, scripts, outlines, instructions, and information regarding how to conduct telephonic sales, sample introductions, sample closings, product information, and contest or premium award information provided by the telephonic seller to salespersons, or of which the seller informs salespersons, and a copy of all written materials the seller sends to any prospective or actual purchaser; (10) If the telephonic seller represents or implies, or directs salespersons to represent or imply, to purchasers that the purchaser will receive certain specific items, including a certificate of any type which the purchaser must redeem to obtain the item described in the certificate, or one (1) or more items from among designated items, whether the items are denominated as gifts, premiums, bonuses, prizes, awards, or otherwise, the filing shall include the following: (A) A list of the items offered; (B) The value or worth of each item described to prospective purchasers and the basis for the valuation; (C) The price paid by the telephonic seller to its supplier for each of these items and the name, address, and telephone number of each item's supplier; (D) If the purchaser is to receive fewer than all of the items described by the seller, the filing shall include the following: (i) The manner in which the telephonic seller decides which item or items a particular prospective purchaser is to receive; (ii) The odds a single prospective purchaser has of receiving each described item; and (iii) The name and address of each recipient who has, during the preceding twelve (12) months, or if the seller has not been in business that long, during the period the telephonic seller has been in business, received the item having the greatest value and the item with the smallest odds of being received; and (E) All state rules, federal rules or regulations, terms, and conditions a prospective purchaser must meet in order to receive the item; and (11) The name and address of the telephonic seller's agent in this state, other than the Secretary of State, authorized to receive service of process in this state. Amended by Act 2019, No. 315,§ 140, eff. 7/24/2019. Amended by Act 2017, No. 728,§ 3, eff. 1/1/2018. Acts 1993, No. 137, § 6.

Each registration filing pursuant to this chapter shall contain the following information:

(1) The name or names of the seller, including the name under which the seller is doing or intends to do business, if different from the name of the seller, and the name of any parent or affiliated organization that will engage in business transactions with purchasers relating to sales solicited by the seller, or that accepts responsibility for statements made by, or acts of, the seller relating to sales solicited by the seller;

(2) The seller's business form and place of organization and, if the seller is a corporation, a copy of its articles of incorporation and bylaws and amendments thereto, or, if a partnership, a copy of the partnership agreement, or, if operating under a fictitious business name, the location where the fictitious name has been registered. All the same information shall be included for any parent or affiliated organization disclosed pursuant to subdivision (1) of this section;

(3) (A) The complete street address or addresses of all locations, designating the principal location from which the telephonic seller will be conducting business. (B) If the principal business location of the seller is not in this state, then the seller shall also designate which of any locations within this state is its main location in the state;

(A) The complete street address or addresses of all locations, designating the principal location from which the telephonic seller will be conducting business.

(B) If the principal business location of the seller is not in this state, then the seller shall also designate which of any locations within this state is its main location in the state;

(4) A listing of all telephone numbers to be used by the seller and the address where each telephone using each of these telephone numbers is located;

(5) The name of, and the office held by, the seller's officers, directors, trustees, general and limited partners, sole proprietor, and owners, as the case may be, and the names of those persons who have management responsibilities in connection with the seller's business activities;

(6) The complete address of the principal residence, the date of birth, and the Social Security number of each of the persons whose names are disclosed pursuant to subdivision (5) of this section;

(7) A list of the names and principal residence addresses of salespersons who solicit on behalf of the telephonic seller and the names the salespersons use while soliciting;

(8) A description of the items the seller is offering for sale and a copy of all sales scripts the telephonic seller requires salespersons to use when soliciting prospective purchasers or, if no sales script is required to be used, a statement to that effect;

(9) A copy of all sales information and literature, including, but not limited to, scripts, outlines, instructions, and information regarding how to conduct telephonic sales, sample introductions, sample closings, product information, and contest or premium award information provided by the telephonic seller to salespersons, or of which the seller informs salespersons, and a copy of all written materials the seller sends to any prospective or actual purchaser;

(10) If the telephonic seller represents or implies, or directs salespersons to represent or imply, to purchasers that the purchaser will receive certain specific items, including a certificate of any type which the purchaser must redeem to obtain the item described in the certificate, or one (1) or more items from among designated items, whether the items are denominated as gifts, premiums, bonuses, prizes, awards, or otherwise, the filing shall include the following: (A) A list of the items offered; (B) The value or worth of each item described to prospective purchasers and the basis for the valuation; (C) The price paid by the telephonic seller to its supplier for each of these items and the name, address, and telephone number of each item's supplier; (D) If the purchaser is to receive fewer than all of the items described by the seller, the filing shall include the following: (i) The manner in which the telephonic seller decides which item or items a particular prospective purchaser is to receive; (ii) The odds a single prospective purchaser has of receiving each described item; and (iii) The name and address of each recipient who has, during the preceding twelve (12) months, or if the seller has not been in business that long, during the period the telephonic seller has been in business, received the item having the greatest value and the item with the smallest odds of being received; and (E) All state rules, federal rules or regulations, terms, and conditions a prospective purchaser must meet in order to receive the item; and

(A) A list of the items offered;

(B) The value or worth of each item described to prospective purchasers and the basis for the valuation;

(C) The price paid by the telephonic seller to its supplier for each of these items and the name, address, and telephone number of each item's supplier;

(D) If the purchaser is to receive fewer than all of the items described by the seller, the filing shall include the following: (i) The manner in which the telephonic seller decides which item or items a particular prospective purchaser is to receive; (ii) The odds a single prospective purchaser has of receiving each described item; and (iii) The name and address of each recipient who has, during the preceding twelve (12) months, or if the seller has not been in business that long, during the period the telephonic seller has been in business, received the item having the greatest value and the item with the smallest odds of being received; and

(i) The manner in which the telephonic seller decides which item or items a particular prospective purchaser is to receive;

(ii) The odds a single prospective purchaser has of receiving each described item; and

(iii) The name and address of each recipient who has, during the preceding twelve (12) months, or if the seller has not been in business that long, during the period the telephonic seller has been in business, received the item having the greatest value and the item with the smallest odds of being received; and

(E) All state rules, federal rules or regulations, terms, and conditions a prospective purchaser must meet in order to receive the item; and

(11) The name and address of the telephonic seller's agent in this state, other than the Secretary of State, authorized to receive service of process in this state.

Amended by Act 2019, No. 315,§ 140, eff. 7/24/2019.

Amended by Act 2017, No. 728,§ 3, eff. 1/1/2018.

Acts 1993, No. 137, § 6.
Ark. Code Ann. § 4-26-706 — AR Code / Title 4 / Chapter 26 / Subchapter 7 / Section 4-26-706
Voting trusts
Status: in_force

(a) Any number of shareholders of a corporation may create a voting trust for the purpose of conferring upon a trustee or trustees the right to vote or otherwise represent their shares, for a period of not to exceed ten (10) years, by entering into a written voting trust agreement specifying the terms and conditions of the voting trust, by depositing a counterpart of the agreement with the corporation at its registered office, and by transferring their shares to the trustee or trustees for the purposes of the agreement. (b) The counterpart of the voting trust agreement so deposited with the corporation shall be subject to the same right of examination by a shareholder of the corporation, in person or by agent or attorney, as are the books and records of the corporation and shall be subject to examination by any holder of a beneficial interest in the voting trust, either in person or by agent or attorney, at any reasonable time for any proper purpose. Acts 1965, No. 576, § 35.2; A.S.A. 1947, § 64-221.

(a) Any number of shareholders of a corporation may create a voting trust for the purpose of conferring upon a trustee or trustees the right to vote or otherwise represent their shares, for a period of not to exceed ten (10) years, by entering into a written voting trust agreement specifying the terms and conditions of the voting trust, by depositing a counterpart of the agreement with the corporation at its registered office, and by transferring their shares to the trustee or trustees for the purposes of the agreement.

(b) The counterpart of the voting trust agreement so deposited with the corporation shall be subject to the same right of examination by a shareholder of the corporation, in person or by agent or attorney, as are the books and records of the corporation and shall be subject to examination by any holder of a beneficial interest in the voting trust, either in person or by agent or attorney, at any reasonable time for any proper purpose.

Acts 1965, No. 576, § 35.2; A.S.A. 1947, § 64-221.
Ark. Code Ann. § 4-33-205 — AR Code / Title 4 / Chapter 33 / Subchapter 2 / Section 4-33-205
Organization of corporation
Status: in_force

(a) After incorporation: (1) if initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting; (2) if initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators: (i) to elect directors and complete the organization of the corporation; or (ii) to elect a board of directors who shall complete the organization of the corporation. (b) Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one (1) or more written consents describing the action taken and signed by each incorporator. (c) An organizational meeting may be held in or out of this state in accordance with § 4-33-820 . Acts 1993, No. 1147, § 205.

(a) After incorporation: (1) if initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting; (2) if initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators: (i) to elect directors and complete the organization of the corporation; or (ii) to elect a board of directors who shall complete the organization of the corporation.

(1) if initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting;

(2) if initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators: (i) to elect directors and complete the organization of the corporation; or (ii) to elect a board of directors who shall complete the organization of the corporation.

(i) to elect directors and complete the organization of the corporation; or

(ii) to elect a board of directors who shall complete the organization of the corporation.

(b) Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one (1) or more written consents describing the action taken and signed by each incorporator.

(c) An organizational meeting may be held in or out of this state in accordance with § 4-33-820 .

Acts 1993, No. 1147, § 205.
Ark. Code Ann. § 4-20-103 — AR Code / Title 4 / Chapter 20 / Section 4-20-103
Fees
Status: in_force

(a) The Secretary of State shall collect the following fees when a filing is made under this chapter: Document Fee (1) commercial registered agent listing statement ............... $50.00 (2) commercial registered agent termination statement ............... 50.00 (3) statement of change ............... no fee (4) statement of resignation ............... no fee (5) statement appointing an agent for service of process ............... no fee (b) The Secretary of State shall collect the following fees for copying and certifying a copy of any document filed under this chapter: (1) Fifty cents ($.50) a page for copying; and (2) Five dollars ($5.00) for a certificate. Acts 2007, No. 638, § 1.

(a) The Secretary of State shall collect the following fees when a filing is made under this chapter: Document Fee (1) commercial registered agent listing statement ............... $50.00 (2) commercial registered agent termination statement ............... 50.00 (3) statement of change ............... no fee (4) statement of resignation ............... no fee (5) statement appointing an agent for service of process ............... no fee

Document Fee

(1) commercial registered agent listing statement ............... $50.00

(2) commercial registered agent termination statement ............... 50.00

(3) statement of change ............... no fee

(4) statement of resignation ............... no fee

(5) statement appointing an agent for service of process ............... no fee

(b) The Secretary of State shall collect the following fees for copying and certifying a copy of any document filed under this chapter: (1) Fifty cents ($.50) a page for copying; and (2) Five dollars ($5.00) for a certificate.

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

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

Acts 2007, No. 638, § 1.
Ark. Code Ann. § 4-47-302 — AR Code / Title 4 / Chapter 47 / Subchapter 3 / Section 4-47-302
No right or power as limited partner to bind limited partnership
Status: in_force

A limited partner does not have the right or the power as a limited partner to act for or bind the limited partnership. Acts 2007, No. 15, § 1.

A limited partner does not have the right or the power as a limited partner to act for or bind the limited partnership.

Acts 2007, No. 15, § 1.
Ark. Code Ann. § 4-35-209 — AR Code / Title 4 / Chapter 35 / Subchapter 2 / Section 4-35-209
Registered office and registered agent
Status: in_force

(a) Each water authority shall continuously maintain in this state: (1) A registered office with the same address, which must include a street address, as that of the registered agent; and (2) A registered agent, who is an individual residing in this state and whose office is identical with the registered office. (b) A water authority may change its registered office or registered agent by delivering to the Arkansas Natural Resources Commission and the Secretary of State for filing a statement of change that sets forth: (1) The name of the water authority; (2) The street address of its current registered office; (3) If the current registered office is to be changed, the street address of the new registered office; (4) The name of its current registered agent; and (5) If the current registered agent is to be changed, the name of the new registered agent. Acts 2003, No. 1330, § 3.

(a) Each water authority shall continuously maintain in this state: (1) A registered office with the same address, which must include a street address, as that of the registered agent; and (2) A registered agent, who is an individual residing in this state and whose office is identical with the registered office.

(1) A registered office with the same address, which must include a street address, as that of the registered agent; and

(2) A registered agent, who is an individual residing in this state and whose office is identical with the registered office.

(b) A water authority may change its registered office or registered agent by delivering to the Arkansas Natural Resources Commission and the Secretary of State for filing a statement of change that sets forth: (1) The name of the water authority; (2) The street address of its current registered office; (3) If the current registered office is to be changed, the street address of the new registered office; (4) The name of its current registered agent; and (5) If the current registered agent is to be changed, the name of the new registered agent.

(1) The name of the water authority;

(2) The street address of its current registered office;

(3) If the current registered office is to be changed, the street address of the new registered office;

(4) The name of its current registered agent; and

(5) If the current registered agent is to be changed, the name of the new registered agent.

Acts 2003, No. 1330, § 3.
Ark. Code Ann. § 4-90-306 — AR Code / Title 4 / Chapter 90 / Subchapter 3 / Section 4-90-306
Repairs
Status: in_force

Whenever repairs are made involving replacement crash parts, as defined in this subchapter, and the vehicle is still under the manufacturer's original warranty, only original equipment manufacturer replacement crash parts may be used by the repair facility unless the owner gives or has given written consent otherwise. Acts 1997, No. 835, § 1.

Whenever repairs are made involving replacement crash parts, as defined in this subchapter, and the vehicle is still under the manufacturer's original warranty, only original equipment manufacturer replacement crash parts may be used by the repair facility unless the owner gives or has given written consent otherwise.

Acts 1997, No. 835, § 1.
Ark. Code Ann. § 4-106-205 — AR Code / Title 4 / Chapter 106 / Subchapter 2 / Section 4-106-205
Right to rescind contract - No waiver of claims
Status: in_force

(a) In addition to any other right to revoke an offer, a buyer who enters into a contract for the purchase of a health-related discount card or other purchasing mechanism or device has the absolute right to cancel the contract and receive a full refund without penalty until midnight of the thirtieth calendar day after the effective date of the card or other purchasing mechanism or device. (b) The acceptance or use of any card or other purchasing mechanism or device is not a waiver of: (1) Any claim that may be asserted under this subchapter or under § 4-88-101 et seq.; or (2) Any other applicable criminal, civil, or administrative penalties. Acts 2005, No. 875, § 5.

(a) In addition to any other right to revoke an offer, a buyer who enters into a contract for the purchase of a health-related discount card or other purchasing mechanism or device has the absolute right to cancel the contract and receive a full refund without penalty until midnight of the thirtieth calendar day after the effective date of the card or other purchasing mechanism or device.

(b) The acceptance or use of any card or other purchasing mechanism or device is not a waiver of: (1) Any claim that may be asserted under this subchapter or under § 4-88-101 et seq.; or (2) Any other applicable criminal, civil, or administrative penalties.

(1) Any claim that may be asserted under this subchapter or under § 4-88-101 et seq.; or

(2) Any other applicable criminal, civil, or administrative penalties.

Acts 2005, No. 875, § 5.
Ark. Code Ann. § 4-26-304 — AR Code / Title 4 / Chapter 26 / Subchapter 3 / Section 4-26-304
Articles of amendment
Status: in_force

The articles of amendment shall be verified by at least one (1) of the officials signing them and shall set forth: (1) The name of the corporation; (2) A copy of the amendment so adopted; (3) The date of the adoption of the amendment by the shareholders; (4) The number of shares outstanding and the number of shares entitled to vote thereon and, if the shares of any class are entitled to vote thereon as a class, the designation and number of outstanding shares entitled to vote thereon of each such class; (5) The number of shares voted for and against the amendment, respectively, and if the shares of any class are entitled to vote thereon as a class, the number of shares of each class voted for and against the amendment, respectively; (6) If the amendment provides for an exchange, reclassification, or cancellation of issued shares and if the manner in which the issued shares shall be effected is not set forth in the amendment, then a statement of the manner in which the issued shares shall be affected; (7) If the amendment effects a change in the amount of stated capital, then a statement of the manner in which the same is effected and a statement, expressed in dollars, of the amount of stated capital as changed by the amendment. Acts 1965, No. 576, § 62; A.S.A. 1947, § 64-509.

The articles of amendment shall be verified by at least one (1) of the officials signing them and shall set forth:

(1) The name of the corporation;

(2) A copy of the amendment so adopted;

(3) The date of the adoption of the amendment by the shareholders;

(4) The number of shares outstanding and the number of shares entitled to vote thereon and, if the shares of any class are entitled to vote thereon as a class, the designation and number of outstanding shares entitled to vote thereon of each such class;

(5) The number of shares voted for and against the amendment, respectively, and if the shares of any class are entitled to vote thereon as a class, the number of shares of each class voted for and against the amendment, respectively;

(6) If the amendment provides for an exchange, reclassification, or cancellation of issued shares and if the manner in which the issued shares shall be effected is not set forth in the amendment, then a statement of the manner in which the issued shares shall be affected;

(7) If the amendment effects a change in the amount of stated capital, then a statement of the manner in which the same is effected and a statement, expressed in dollars, of the amount of stated capital as changed by the amendment.

Acts 1965, No. 576, § 62; A.S.A. 1947, § 64-509.
Ark. Code Ann. § 4-27-1104 — AR Code / Title 4 / Chapter 27 / Subchapter 11 / Section 4-27-1104
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 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 § 4-27-202 : (A) A statement that the corporation was converted from another organization; (B) The name and form of the organization and the jurisdiction of its governing statute; and (C) A statement that the conversion was approved in a manner that complied with the 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. 2009, No. 408, § 2.

(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 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 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 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 § 4-27-202 : (A) A statement that the corporation was converted from another organization; (B) The name and form of the organization and the jurisdiction of its governing statute; and (C) A statement that the conversion was approved in a manner that complied with the 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 § 4-27-202 : (A) A statement that the corporation was converted from another organization; (B) The name and form of the organization and the jurisdiction of its governing statute; and (C) A statement that the conversion was approved in a manner that complied with the organization's governing statute.

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

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

(C) A statement that the conversion was approved in a manner that complied with the 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.

2009, No. 408, § 2.
Ark. Code Ann. § 4-46-901 — AR Code / Title 4 / Chapter 46 / Subchapter 9 / Section 4-46-901
Definitions
Status: in_force

In this subchapter: (1) "Constituent partnership" means a constituent organization that is a partnership (including a limited liability partnership); (2) "Constituent organization" means an organization that is party to a merger; (3) "Converted organization" means the organization into which a converting organization converts under §§ 4-46-902 - 4-46-905 ; (4) "Converting partnership" means a converting organization that is a partnership (including a limited liability partnership); (5) "Converting organization" means an organization that converts into another organization under § 4-46-902 ; (6) "Governing statute" of an organization means the statute that governs the organization's internal affairs; (7) "In a record" means maintained or kept on file by the organization at an office of the organization or with the Secretary of State; (8) (A) "Organization" means: (i) A partnership, including a limited liability partnership; (ii) A limited partnership, including a limited liability limited partnership; (iii) A limited liability company; (iv) A business trust; (v) A corporation; or (vi) Any other entity that has a governing statute. (B) "Organization" includes a domestic or foreign organization whether or not the organization is organized for profit; (9) "Organizational documents" means: (A) For a domestic or foreign general partnership, its partnership agreement and if applicable statement of qualification; (B) For a domestic or foreign limited partnership, its certificate of limited partnership and partnership agreement; (C) For a domestic or foreign limited liability company, its certificate of organization and operating agreement, or the comparable records as provided for in its governing statute; (D) For a business trust, its agreement of trust and declaration of trust; (E) For a domestic or foreign corporation for profit, its articles of incorporation, bylaws, and other agreements among its shareholders which are authorized by its governing statute or the comparable records provided for in its governing statute; and (F) For any other organization, the records that: (i) Create the organization; (ii) Determine the internal governance of the organization; and (iii) Determine the relations among the organization's owners, members, and interested parties; (10) "Personal liability" means individual financial responsibility for a debt, liability, or other obligation of an organization that is imposed on a person that co-owns, has an interest in, or is a member of the organization: (A) By the organization's governing statute solely because the person co-owns, has an interest in, or is a member of the organization; or (B) By the organization's organizational documents under a provision of the organization's governing statute authorizing the documents to make one (1) or more specified persons liable for all or specified debts, liabilities, and other obligations of the organization solely because the person or persons co-own, have an interest in, or are members of the organization; and (11) "Surviving organization" means an organization into which one (1) or more other organizations are merged. Amended by Act 2023, No. 108,§ 4, eff. 8/1/2023. Acts 2009, No. 408, § 6.

In this subchapter:

(1) "Constituent partnership" means a constituent organization that is a partnership (including a limited liability partnership);

(2) "Constituent organization" means an organization that is party to a merger;

(3) "Converted organization" means the organization into which a converting organization converts under §§ 4-46-902 - 4-46-905 ;

(4) "Converting partnership" means a converting organization that is a partnership (including a limited liability partnership);

(5) "Converting organization" means an organization that converts into another organization under § 4-46-902 ;

(6) "Governing statute" of an organization means the statute that governs the organization's internal affairs;

(7) "In a record" means maintained or kept on file by the organization at an office of the organization or with the Secretary of State;

(8) (A) "Organization" means: (i) A partnership, including a limited liability partnership; (ii) A limited partnership, including a limited liability limited partnership; (iii) A limited liability company; (iv) A business trust; (v) A corporation; or (vi) Any other entity that has a governing statute. (B) "Organization" includes a domestic or foreign organization whether or not the organization is organized for profit;

(A) "Organization" means: (i) A partnership, including a limited liability partnership; (ii) A limited partnership, including a limited liability limited partnership; (iii) A limited liability company; (iv) A business trust; (v) A corporation; or (vi) Any other entity that has a governing statute.

(i) A partnership, including a limited liability partnership;

(ii) A limited partnership, including a limited liability limited partnership;

(iii) A limited liability company;

(iv) A business trust;

(v) A corporation; or

(vi) Any other entity that has a governing statute.

(B) "Organization" includes a domestic or foreign organization whether or not the organization is organized for profit;

(9) "Organizational documents" means: (A) For a domestic or foreign general partnership, its partnership agreement and if applicable statement of qualification; (B) For a domestic or foreign limited partnership, its certificate of limited partnership and partnership agreement; (C) For a domestic or foreign limited liability company, its certificate of organization and operating agreement, or the comparable records as provided for in its governing statute; (D) For a business trust, its agreement of trust and declaration of trust; (E) For a domestic or foreign corporation for profit, its articles of incorporation, bylaws, and other agreements among its shareholders which are authorized by its governing statute or the comparable records provided for in its governing statute; and (F) For any other organization, the records that: (i) Create the organization; (ii) Determine the internal governance of the organization; and (iii) Determine the relations among the organization's owners, members, and interested parties;

(A) For a domestic or foreign general partnership, its partnership agreement and if applicable statement of qualification;

(B) For a domestic or foreign limited partnership, its certificate of limited partnership and partnership agreement;

(C) For a domestic or foreign limited liability company, its certificate of organization and operating agreement, or the comparable records as provided for in its governing statute;

(D) For a business trust, its agreement of trust and declaration of trust;

(E) For a domestic or foreign corporation for profit, its articles of incorporation, bylaws, and other agreements among its shareholders which are authorized by its governing statute or the comparable records provided for in its governing statute; and

(F) For any other organization, the records that: (i) Create the organization; (ii) Determine the internal governance of the organization; and (iii) Determine the relations among the organization's owners, members, and interested parties;

(i) Create the organization;

(ii) Determine the internal governance of the organization; and

(iii) Determine the relations among the organization's owners, members, and interested parties;

(10) "Personal liability" means individual financial responsibility for a debt, liability, or other obligation of an organization that is imposed on a person that co-owns, has an interest in, or is a member of the organization: (A) By the organization's governing statute solely because the person co-owns, has an interest in, or is a member of the organization; or (B) By the organization's organizational documents under a provision of the organization's governing statute authorizing the documents to make one (1) or more specified persons liable for all or specified debts, liabilities, and other obligations of the organization solely because the person or persons co-own, have an interest in, or are members of the organization; and

(A) By the organization's governing statute solely because the person co-owns, has an interest in, or is a member of the organization; or

(B) By the organization's organizational documents under a provision of the organization's governing statute authorizing the documents to make one (1) or more specified persons liable for all or specified debts, liabilities, and other obligations of the organization solely because the person or persons co-own, have an interest in, or are members of the organization; and

(11) "Surviving organization" means an organization into which one (1) or more other organizations are merged.

Amended by Act 2023, No. 108,§ 4, eff. 8/1/2023.

Acts 2009, No. 408, § 6.
Ark. Code Ann. § 4-37-601 — AR Code / Title 4 / Chapter 37 / Subchapter 6 / Section 4-37-601
Definitions
Status: in_force

In this subchapter: (1) "After a merger" or "after the merger" means when a merger under § 4-37-604 becomes effective and afterwards. (2) "Before a merger" or "before the merger" means before a merger under § 4-37-604 becomes effective. (3) "Continuing protected series" means a protected series of a surviving company which continues in uninterrupted existence after a merger under § 4-37-604 . (4) "Merging company" means a limited liability company that is party to a merger under § 4-37-604 . (5) "Non-surviving company" means a merging company that does not continue in existence after a merger under § 4-37-604 . (6) "Relocated protected series" means a protected series of a non-surviving company which, after a merger under § 4-37-604 , continues in uninterrupted existence as a protected series of the surviving company. (7) "Surviving company" means a merging company that continues in existence after a merger under § 4-37-604 . Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.

In this subchapter:

(1) "After a merger" or "after the merger" means when a merger under § 4-37-604 becomes effective and afterwards.

(2) "Before a merger" or "before the merger" means before a merger under § 4-37-604 becomes effective.

(3) "Continuing protected series" means a protected series of a surviving company which continues in uninterrupted existence after a merger under § 4-37-604 .

(4) "Merging company" means a limited liability company that is party to a merger under § 4-37-604 .

(5) "Non-surviving company" means a merging company that does not continue in existence after a merger under § 4-37-604 .

(6) "Relocated protected series" means a protected series of a non-surviving company which, after a merger under § 4-37-604 , continues in uninterrupted existence as a protected series of the surviving company.

(7) "Surviving company" means a merging company that continues in existence after a merger under § 4-37-604 .

Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.
Ark. Code Ann. § 4-38-805 — AR Code / Title 4 / Chapter 38 / Subchapter 8 / Section 4-38-805
Special litigation committee
Status: in_force

(a) If a limited liability company is named as or made a party in a derivative proceeding, the company may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the company. If the company appoints a special litigation committee, on motion by the committee made in the name of the company, except for good cause shown, the court shall stay discovery for the time reasonably necessary to permit the committee to make its investigation. This subsection does not prevent the court from: (1) enforcing a person's right to information under § 4-38-410 ; or (2) granting extraordinary relief in the form of a temporary restraining order or preliminary injunction. (b) A special litigation committee must be composed of one or more disinterested and independent individuals, who may be members. (c) A special litigation committee may be appointed: (1) in a member-managed limited liability company: (A) by the affirmative vote or consent of a majority of the members not named as parties in the proceeding; or (B) if all members are named as parties in the proceeding, by a majority of the members named as defendants; or (2) in a manager-managed limited liability company: (A) by a majority of the managers not named as parties in the proceeding; or (B) if all managers are named as parties in the proceeding, by a majority of the managers named as defendants. (d) After appropriate investigation, a special litigation committee may determine that it is in the best interests of the limited liability company that the proceeding: (1) continue under the control of the plaintiff; (2) continue under the control of the committee; (3) be settled on terms approved by the committee; or (4) be dismissed. (e) After making a determination under subsection (d), a special litigation committee shall file with the court a statement of its determination and its report supporting its determination and shall serve each party with a copy of the determination and report. The court shall determine whether the members of the committee were disinterested and independent and whether the committee conducted its investigation and made its recommendation in good faith, independently, and with reasonable care, with the committee having the burden of proof. If the court finds that the members of the committee were disinterested and independent and that the committee acted in good faith, independently, and with reasonable care, the court shall enforce the determination of the committee. Otherwise, the court shall dissolve the stay of discovery entered under subsection (a) and allow the action to continue under the control of the plaintiff. Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.

(a) If a limited liability company is named as or made a party in a derivative proceeding, the company may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the company. If the company appoints a special litigation committee, on motion by the committee made in the name of the company, except for good cause shown, the court shall stay discovery for the time reasonably necessary to permit the committee to make its investigation. This subsection does not prevent the court from: (1) enforcing a person's right to information under § 4-38-410 ; or (2) granting extraordinary relief in the form of a temporary restraining order or preliminary injunction.

(1) enforcing a person's right to information under § 4-38-410 ; or

(2) granting extraordinary relief in the form of a temporary restraining order or preliminary injunction.

(b) A special litigation committee must be composed of one or more disinterested and independent individuals, who may be members.

(c) A special litigation committee may be appointed: (1) in a member-managed limited liability company: (A) by the affirmative vote or consent of a majority of the members not named as parties in the proceeding; or (B) if all members are named as parties in the proceeding, by a majority of the members named as defendants; or (2) in a manager-managed limited liability company: (A) by a majority of the managers not named as parties in the proceeding; or (B) if all managers are named as parties in the proceeding, by a majority of the managers named as defendants.

(1) in a member-managed limited liability company: (A) by the affirmative vote or consent of a majority of the members not named as parties in the proceeding; or (B) if all members are named as parties in the proceeding, by a majority of the members named as defendants; or

(A) by the affirmative vote or consent of a majority of the members not named as parties in the proceeding; or

(B) if all members are named as parties in the proceeding, by a majority of the members named as defendants; or

(2) in a manager-managed limited liability company: (A) by a majority of the managers not named as parties in the proceeding; or (B) if all managers are named as parties in the proceeding, by a majority of the managers named as defendants.

(A) by a majority of the managers not named as parties in the proceeding; or

(B) if all managers are named as parties in the proceeding, by a majority of the managers named as defendants.

(d) After appropriate investigation, a special litigation committee may determine that it is in the best interests of the limited liability company that the proceeding: (1) continue under the control of the plaintiff; (2) continue under the control of the committee; (3) be settled on terms approved by the committee; or (4) be dismissed.

(1) continue under the control of the plaintiff;

(2) continue under the control of the committee;

(3) be settled on terms approved by the committee; or

(4) be dismissed.

(e) After making a determination under subsection (d), a special litigation committee shall file with the court a statement of its determination and its report supporting its determination and shall serve each party with a copy of the determination and report. The court shall determine whether the members of the committee were disinterested and independent and whether the committee conducted its investigation and made its recommendation in good faith, independently, and with reasonable care, with the committee having the burden of proof. If the court finds that the members of the committee were disinterested and independent and that the committee acted in good faith, independently, and with reasonable care, the court shall enforce the determination of the committee. Otherwise, the court shall dissolve the stay of discovery entered under subsection (a) and allow the action to continue under the control of the plaintiff.

Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Ark. Code Ann. § 4-35-202 — AR Code / Title 4 / Chapter 35 / Subchapter 2 / Section 4-35-202
Authority and procedure to convert to a water authority
Status: in_force

(a) Whenever a qualified corporation desires to convert to and become reconstituted as a water authority under and pursuant to this chapter, the qualified corporation shall present to and file with the Arkansas Natural Resources Commission: (1) A resolution adopted by the board of directors of the qualified corporation and, if the qualified corporation has members, the members of the qualified corporation, which evidences the desire of the qualified corporation to convert to and become reconstituted as a water authority and which shall additionally certify that the qualified corporation: (A) Was initially formed as a nonprofit corporation; (B) Does not have the ability to directly access the tax-exempt capital markets other than through a conduit issuer; and (C) Desires to realize interest rate savings as a result of its conversion to and reconstitution as a water authority pursuant to this chapter; (2) Articles of conversion and reconstitution which shall be signed by a majority of the water authority's proposed initial board of directors and 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 number 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; (3) 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; (4) 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; (5) The filing and review fee that the commission may designate and determine from time to time; and (6) Any other information and documents which the commission may designate and require. (b) In the event the qualified corporation has members: (1) (A) Membership approval is required for the qualified corporation to convert into and become reconstituted as a water authority. (B) Approval shall be obtained in the manner determined prior to conversion under the qualified corporation's articles, bylaws, or applicable statutes; and (2) After conversion, the water authority shall have no members. Acts 2003, No. 1330, § 3.

(a) Whenever a qualified corporation desires to convert to and become reconstituted as a water authority under and pursuant to this chapter, the qualified corporation shall present to and file with the Arkansas Natural Resources Commission: (1) A resolution adopted by the board of directors of the qualified corporation and, if the qualified corporation has members, the members of the qualified corporation, which evidences the desire of the qualified corporation to convert to and become reconstituted as a water authority and which shall additionally certify that the qualified corporation: (A) Was initially formed as a nonprofit corporation; (B) Does not have the ability to directly access the tax-exempt capital markets other than through a conduit issuer; and (C) Desires to realize interest rate savings as a result of its conversion to and reconstitution as a water authority pursuant to this chapter; (2) Articles of conversion and reconstitution which shall be signed by a majority of the water authority's proposed initial board of directors and 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 number 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; (3) 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; (4) 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; (5) The filing and review fee that the commission may designate and determine from time to time; and (6) Any other information and documents which the commission may designate and require.

(1) A resolution adopted by the board of directors of the qualified corporation and, if the qualified corporation has members, the members of the qualified corporation, which evidences the desire of the qualified corporation to convert to and become reconstituted as a water authority and which shall additionally certify that the qualified corporation: (A) Was initially formed as a nonprofit corporation; (B) Does not have the ability to directly access the tax-exempt capital markets other than through a conduit issuer; and (C) Desires to realize interest rate savings as a result of its conversion to and reconstitution as a water authority pursuant to this chapter;

(A) Was initially formed as a nonprofit corporation;

(B) Does not have the ability to directly access the tax-exempt capital markets other than through a conduit issuer; and

(C) Desires to realize interest rate savings as a result of its conversion to and reconstitution as a water authority pursuant to this chapter;

(2) Articles of conversion and reconstitution which shall be signed by a majority of the water authority's proposed initial board of directors and 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 number 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 number 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;

(3) 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;

(4) 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;

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

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

(b) In the event the qualified corporation has members: (1) (A) Membership approval is required for the qualified corporation to convert into and become reconstituted as a water authority. (B) Approval shall be obtained in the manner determined prior to conversion under the qualified corporation's articles, bylaws, or applicable statutes; and (2) After conversion, the water authority shall have no members.

(1) (A) Membership approval is required for the qualified corporation to convert into and become reconstituted as a water authority. (B) Approval shall be obtained in the manner determined prior to conversion under the qualified corporation's articles, bylaws, or applicable statutes; and

(A) Membership approval is required for the qualified corporation to convert into and become reconstituted as a water authority.

(B) Approval shall be obtained in the manner determined prior to conversion under the qualified corporation's articles, bylaws, or applicable statutes; and

(2) After conversion, the water authority shall have no members.

Acts 2003, No. 1330, § 3.
Ark. Code Ann. § 4-90-410 — AR Code / Title 4 / Chapter 90 / Subchapter 4 / Section 4-90-410
Presumption of reasonable attempts to repair - Extension of time to repair in case of war, invasion, strike, fire, flood, or natural disaster
Status: in_force

(a) A rebuttable presumption of a reasonable number of attempts to repair is considered to have been undertaken to correct a nonconformity if: (1) The nonconformity has been subject to repair as provided in § 4-90-406(a) , but the nonconformity continues to exist; (2) The vehicle is out of service by reason of repair, or attempt to repair, any nonconformity for a cumulative total of thirty (30) calendar days; or (3) There have been five (5) or more attempts on separate occasions to repair any nonconformities that together substantially impair the use and value of the motor vehicle to the consumer. (b) (1) The thirty (30) calendar days in subdivision (a)(2) of this section shall be extended by any period of time during which repair services are not available as a direct result of war, invasion, strike, fire, flood, or natural disaster. (2) The manufacturer, its agent, or authorized dealer shall provide or make provisions for the free use of a vehicle to any consumer whose vehicle is out of service beyond thirty (30) days by reason of delayed repair as a direct result of war, invasion, strike, fire, flood, or natural disaster. (c) The burden is on the manufacturer to show that the reason for an extension under subsection (b) of this section was the direct cause for the failure of the manufacturer, its agent, or authorized dealer to cure any nonconformity during the time of the event. Acts 1993, No. 285, § 12; 1993, No. 297, § 12.

(a) A rebuttable presumption of a reasonable number of attempts to repair is considered to have been undertaken to correct a nonconformity if: (1) The nonconformity has been subject to repair as provided in § 4-90-406(a) , but the nonconformity continues to exist; (2) The vehicle is out of service by reason of repair, or attempt to repair, any nonconformity for a cumulative total of thirty (30) calendar days; or (3) There have been five (5) or more attempts on separate occasions to repair any nonconformities that together substantially impair the use and value of the motor vehicle to the consumer.

(1) The nonconformity has been subject to repair as provided in § 4-90-406(a) , but the nonconformity continues to exist;

(2) The vehicle is out of service by reason of repair, or attempt to repair, any nonconformity for a cumulative total of thirty (30) calendar days; or

(3) There have been five (5) or more attempts on separate occasions to repair any nonconformities that together substantially impair the use and value of the motor vehicle to the consumer.

(b) (1) The thirty (30) calendar days in subdivision (a)(2) of this section shall be extended by any period of time during which repair services are not available as a direct result of war, invasion, strike, fire, flood, or natural disaster. (2) The manufacturer, its agent, or authorized dealer shall provide or make provisions for the free use of a vehicle to any consumer whose vehicle is out of service beyond thirty (30) days by reason of delayed repair as a direct result of war, invasion, strike, fire, flood, or natural disaster.

(1) The thirty (30) calendar days in subdivision (a)(2) of this section shall be extended by any period of time during which repair services are not available as a direct result of war, invasion, strike, fire, flood, or natural disaster.

(2) The manufacturer, its agent, or authorized dealer shall provide or make provisions for the free use of a vehicle to any consumer whose vehicle is out of service beyond thirty (30) days by reason of delayed repair as a direct result of war, invasion, strike, fire, flood, or natural disaster.

(c) The burden is on the manufacturer to show that the reason for an extension under subsection (b) of this section was the direct cause for the failure of the manufacturer, its agent, or authorized dealer to cure any nonconformity during the time of the event.

Acts 1993, No. 285, § 12; 1993, No. 297, § 12.
Ark. Code Ann. § 4-5-112 — AR Code / Title 4 / Chapter 5 / Section 4-5-112
Transfer of letter of credit
Status: in_force

(a) Except as otherwise provided in § 4-5-113 , unless a letter of credit provides that it is transferable, the right of a beneficiary to draw or otherwise demand performance under a letter of credit may not be transferred. (b) Even if a letter of credit provides that it is transferable, the issuer may refuse to recognize or carry out a transfer if: (1) the transfer would violate applicable law; or (2) the transferor or transferee has failed to comply with any requirement stated in the letter of credit or any other requirement relating to transfer imposed by the issuer which is within the standard practice referred to in § 4-5-108(e) or is otherwise reasonable under the circumstances. Acts 1997, No. 1070, § 1.

(a) Except as otherwise provided in § 4-5-113 , unless a letter of credit provides that it is transferable, the right of a beneficiary to draw or otherwise demand performance under a letter of credit may not be transferred.

(b) Even if a letter of credit provides that it is transferable, the issuer may refuse to recognize or carry out a transfer if: (1) the transfer would violate applicable law; or (2) the transferor or transferee has failed to comply with any requirement stated in the letter of credit or any other requirement relating to transfer imposed by the issuer which is within the standard practice referred to in § 4-5-108(e) or is otherwise reasonable under the circumstances.

(1) the transfer would violate applicable law; or

(2) the transferor or transferee has failed to comply with any requirement stated in the letter of credit or any other requirement relating to transfer imposed by the issuer which is within the standard practice referred to in § 4-5-108(e) or is otherwise reasonable under the circumstances.

Acts 1997, No. 1070, § 1.
Ark. Code Ann. § 4-38-502 — AR Code / Title 4 / Chapter 38 / Subchapter 5 / Section 4-38-502
Transfer of transferable interest
Status: in_force

(a) A transfer, in whole or in part, of a transferable interest: (1) is permissible; (2) does not by itself cause a person's dissociation as a member or a dissolution and winding up of the limited liability company's activities and affairs; and (3) subject to § 4-38-504 , does not entitle the transferee to: (A) participate in the management or conduct of the company's activities and affairs; or (B) except as otherwise provided in subsection (c), have access to records or other information concerning the company's activities and affairs. (b) A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled. (c) In a dissolution and winding up of a limited liability company, a transferee is entitled to an account of the company's transactions only from the date of dissolution. (d) A transferable interest may be evidenced by a certificate of the interest issued by a limited liability company in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate. (e) A limited liability company need not give effect to a transferee's rights under this section until the company knows or has notice of the transfer. (f) A transfer of a transferable interest in violation of a restriction on transfer contained in the operating agreement is ineffective if the intended transferee has knowledge or notice of the restriction at the time of transfer. (g) Except as otherwise provided in § 4-38-602(5)(B) , if a member transfers a transferable interest, the transferor retains the rights of a member other than the transferable interest transferred and retains all the duties and obligations of a member. (h) If a member transfers a transferable interest to a person that becomes a member with respect to the transferred interest, the transferee is liable for the member's obligations under §§ 4-38-403 and 4-38-406 known to the transferee when the transferee becomes a member. Amended by Act 2023, No. 795,§ 1, eff. 8/1/2023. Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.

(a) A transfer, in whole or in part, of a transferable interest: (1) is permissible; (2) does not by itself cause a person's dissociation as a member or a dissolution and winding up of the limited liability company's activities and affairs; and (3) subject to § 4-38-504 , does not entitle the transferee to: (A) participate in the management or conduct of the company's activities and affairs; or (B) except as otherwise provided in subsection (c), have access to records or other information concerning the company's activities and affairs.

(1) is permissible;

(2) does not by itself cause a person's dissociation as a member or a dissolution and winding up of the limited liability company's activities and affairs; and

(3) subject to § 4-38-504 , does not entitle the transferee to: (A) participate in the management or conduct of the company's activities and affairs; or (B) except as otherwise provided in subsection (c), have access to records or other information concerning the company's activities and affairs.

(A) participate in the management or conduct of the company's activities and affairs; or

(B) except as otherwise provided in subsection (c), have access to records or other information concerning the company's activities and affairs.

(b) A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.

(c) In a dissolution and winding up of a limited liability company, a transferee is entitled to an account of the company's transactions only from the date of dissolution.

(d) A transferable interest may be evidenced by a certificate of the interest issued by a limited liability company in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate.

(e) A limited liability company need not give effect to a transferee's rights under this section until the company knows or has notice of the transfer.

(f) A transfer of a transferable interest in violation of a restriction on transfer contained in the operating agreement is ineffective if the intended transferee has knowledge or notice of the restriction at the time of transfer.

(g) Except as otherwise provided in § 4-38-602(5)(B) , if a member transfers a transferable interest, the transferor retains the rights of a member other than the transferable interest transferred and retains all the duties and obligations of a member.

(h) If a member transfers a transferable interest to a person that becomes a member with respect to the transferred interest, the transferee is liable for the member's obligations under §§ 4-38-403 and 4-38-406 known to the transferee when the transferee becomes a member.

Amended by Act 2023, No. 795,§ 1, eff. 8/1/2023.

Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Ark. Code Ann. § 4-46-503 — AR Code / Title 4 / Chapter 46 / Subchapter 5 / Section 4-46-503
Transfer of partner's transferable interest
Status: in_force

(a) A transfer, in whole or in part, of a partner's transferable interest in the partnership: (1) is permissible; (2) does not by itself cause the partner's dissociation or a dissolution and winding up of the partnership business; and (3) does not, as against the other partners or the partnership, entitle the transferee, during the continuance of the partnership, to participate in the management or conduct of the partnership business, to require access to information concerning partnership transactions, or to inspect or copy the partnership books or records. (b) A transferee of a partner's transferable interest in the partnership has a right: (1) to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled; (2) to receive upon the dissolution and winding up of the partnership business, in accordance with the transfer, the net amount otherwise distributable to the transferor; and (3) to seek under § 4-46-801(6) a judicial determination that it is equitable to wind up the partnership business. (c) In a dissolution and winding up, a transferee is entitled to an account of partnership transactions only from the date of the latest account agreed to by all of the partners. (d) Upon transfer, the transferor retains the rights and duties of a partner other than the interest in distributions transferred. (e) A partnership need not give effect to a transferee's rights under this section until it has notice of the transfer. (f) A transfer of a partner's transferable interest in the partnership in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer. Acts 1999, No. 1518, § 503.

(a) A transfer, in whole or in part, of a partner's transferable interest in the partnership: (1) is permissible; (2) does not by itself cause the partner's dissociation or a dissolution and winding up of the partnership business; and (3) does not, as against the other partners or the partnership, entitle the transferee, during the continuance of the partnership, to participate in the management or conduct of the partnership business, to require access to information concerning partnership transactions, or to inspect or copy the partnership books or records.

(1) is permissible;

(2) does not by itself cause the partner's dissociation or a dissolution and winding up of the partnership business; and

(3) does not, as against the other partners or the partnership, entitle the transferee, during the continuance of the partnership, to participate in the management or conduct of the partnership business, to require access to information concerning partnership transactions, or to inspect or copy the partnership books or records.

(b) A transferee of a partner's transferable interest in the partnership has a right: (1) to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled; (2) to receive upon the dissolution and winding up of the partnership business, in accordance with the transfer, the net amount otherwise distributable to the transferor; and (3) to seek under § 4-46-801(6) a judicial determination that it is equitable to wind up the partnership business.

(1) to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled;

(2) to receive upon the dissolution and winding up of the partnership business, in accordance with the transfer, the net amount otherwise distributable to the transferor; and

(3) to seek under § 4-46-801(6) a judicial determination that it is equitable to wind up the partnership business.

(c) In a dissolution and winding up, a transferee is entitled to an account of partnership transactions only from the date of the latest account agreed to by all of the partners.

(d) Upon transfer, the transferor retains the rights and duties of a partner other than the interest in distributions transferred.

(e) A partnership need not give effect to a transferee's rights under this section until it has notice of the transfer.

(f) A transfer of a partner's transferable interest in the partnership in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer.

Acts 1999, No. 1518, § 503.
Ark. Code Ann. § 4-29-212 — AR Code / Title 4 / Chapter 29 / Subchapter 2 / Section 4-29-212
Certificate of registration - Appeal from denial, suspension, or revocation
Status: in_force

(a) Any corporation, save and except attorneys at law, whose application for a certificate of registration has been denied or whose registration has been suspended or revoked may appeal within thirty (30) days after notice of the action by the board, department, or agency to the Pulaski County Circuit Court. (b) The court shall inquire into the cause of the board, department, or agency action and may affirm or reverse the decision and order a further hearing by the board, or may order the board to grant the appellant a certificate of registration. (c) The appeal shall be in the manner provided by law. (d) Notice of appeal shall be served upon the secretary of the board, department, or agency by serving the secretary a copy thereof within thirty (30) days after it has notified the appellant of its decision. The service may be by registered or certified mail. Acts 1963, No. 155, §§ 12, 13; A.S.A. 1947, §§ 64-2012, 64-2013.

(a) Any corporation, save and except attorneys at law, whose application for a certificate of registration has been denied or whose registration has been suspended or revoked may appeal within thirty (30) days after notice of the action by the board, department, or agency to the Pulaski County Circuit Court.

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

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

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

Acts 1963, No. 155, §§ 12, 13; A.S.A. 1947, §§ 64-2012, 64-2013.
Ark. Code Ann. § 4-38-913 — AR Code / Title 4 / Chapter 38 / Subchapter 9 / Section 4-38-913
Transaction of business without registration
Status: in_force

(a) A foreign limited liability company transacting business in this state shall not maintain an action, suit, or proceeding in a court of this state until it has registered in this state. (b) The failure of a foreign limited liability company to register in this state does not: (1) impair the validity of any contract or act of the foreign limited liability company; (2) affect the right of any other party to the contract to maintain any action, suit, or proceeding on the contract; or (3) prevent the foreign limited liability company from defending any action, suit, or proceeding in any court of this state. (c) A foreign limited liability company transacting business in this state without registration may be served with process under § 4-20-113 if the foreign limited liability company: (1) fails to appoint an agent for service of process under § 4-20-112 ; (2) no longer has an agent for service of process; or (3) has an agent for service of process that cannot with reasonable diligence be served. (d) (1) A foreign limited liability company which transacts business in this state without registration shall be liable to the state for the years or parts thereof during which it transacted business in this state without registration in an amount equal to all fees which would have been imposed by this chapter upon that foreign limited liability company had it duly registered and all penalties imposed by this chapter. (2) The Attorney General may bring proceedings to recover all amounts due this state under the provisions of this section. (e) A foreign limited liability company which transacts business in this state without registration shall be subject to a civil penalty, payable to the state, not to exceed five thousand dollars for each twelve-month period or part thereof, beginning with the date it began transacting business in this state and ending on the date it becomes registered. (f) (1) The civil penalty set forth in subsection (e) may be recovered in an action brought within a court by the Attorney General. (2) Upon a finding by the court that a foreign limited liability company has transacted business in this state in violation of this chapter, the court shall issue, in addition to the imposition of a civil penalty, an injunction restraining further transactions of the business of the foreign limited liability company and the further exercise of any limited liability company's rights and privileges in this state. (3) The foreign limited liability company shall be enjoined from transacting business in this state until all civil penalties plus any interest and court costs which the court may assess have been paid and until the foreign limited liability company has otherwise complied with this subchapter. (g) A member or manager of a foreign limited liability company is not liable for the debts and obligations of the limited liability company solely because the limited liability company transacted business in this state without registration. Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.

(a) A foreign limited liability company transacting business in this state shall not maintain an action, suit, or proceeding in a court of this state until it has registered in this state.

(b) The failure of a foreign limited liability company to register in this state does not: (1) impair the validity of any contract or act of the foreign limited liability company; (2) affect the right of any other party to the contract to maintain any action, suit, or proceeding on the contract; or (3) prevent the foreign limited liability company from defending any action, suit, or proceeding in any court of this state.

(1) impair the validity of any contract or act of the foreign limited liability company;

(2) affect the right of any other party to the contract to maintain any action, suit, or proceeding on the contract; or

(3) prevent the foreign limited liability company from defending any action, suit, or proceeding in any court of this state.

(c) A foreign limited liability company transacting business in this state without registration may be served with process under § 4-20-113 if the foreign limited liability company: (1) fails to appoint an agent for service of process under § 4-20-112 ; (2) no longer has an agent for service of process; or (3) has an agent for service of process that cannot with reasonable diligence be served.

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

(2) no longer has an agent for service of process; or

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

(d) (1) A foreign limited liability company which transacts business in this state without registration shall be liable to the state for the years or parts thereof during which it transacted business in this state without registration in an amount equal to all fees which would have been imposed by this chapter upon that foreign limited liability company had it duly registered and all penalties imposed by this chapter. (2) The Attorney General may bring proceedings to recover all amounts due this state under the provisions of this section.

(1) A foreign limited liability company which transacts business in this state without registration shall be liable to the state for the years or parts thereof during which it transacted business in this state without registration in an amount equal to all fees which would have been imposed by this chapter upon that foreign limited liability company had it duly registered and all penalties imposed by this chapter.

(2) The Attorney General may bring proceedings to recover all amounts due this state under the provisions of this section.

(e) A foreign limited liability company which transacts business in this state without registration shall be subject to a civil penalty, payable to the state, not to exceed five thousand dollars for each twelve-month period or part thereof, beginning with the date it began transacting business in this state and ending on the date it becomes registered.

(f) (1) The civil penalty set forth in subsection (e) may be recovered in an action brought within a court by the Attorney General. (2) Upon a finding by the court that a foreign limited liability company has transacted business in this state in violation of this chapter, the court shall issue, in addition to the imposition of a civil penalty, an injunction restraining further transactions of the business of the foreign limited liability company and the further exercise of any limited liability company's rights and privileges in this state. (3) The foreign limited liability company shall be enjoined from transacting business in this state until all civil penalties plus any interest and court costs which the court may assess have been paid and until the foreign limited liability company has otherwise complied with this subchapter.

(1) The civil penalty set forth in subsection (e) may be recovered in an action brought within a court by the Attorney General.

(2) Upon a finding by the court that a foreign limited liability company has transacted business in this state in violation of this chapter, the court shall issue, in addition to the imposition of a civil penalty, an injunction restraining further transactions of the business of the foreign limited liability company and the further exercise of any limited liability company's rights and privileges in this state.

(3) The foreign limited liability company shall be enjoined from transacting business in this state until all civil penalties plus any interest and court costs which the court may assess have been paid and until the foreign limited liability company has otherwise complied with this subchapter.

(g) A member or manager of a foreign limited liability company is not liable for the debts and obligations of the limited liability company solely because the limited liability company transacted business in this state without registration.

Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Ark. Code Ann. § 4-74-110 — AR Code / Title 4 / Chapter 74 / Section 4-74-110
Seller may not continue business after sale
Status: in_force

A person conducting a going-out-of-business sale licensed under the provisions of this chapter shall not, upon conclusion of the sale, continue to conduct a similar business at the same location or address at which the going-out-of-business sale was conducted. Acts 1983, No. 297, § 6; A.S.A. 1947, § 71-5506.

A person conducting a going-out-of-business sale licensed under the provisions of this chapter shall not, upon conclusion of the sale, continue to conduct a similar business at the same location or address at which the going-out-of-business sale was conducted.

Acts 1983, No. 297, § 6; A.S.A. 1947, § 71-5506.
Ark. Code Ann. § 4-35-101 — AR Code / Title 4 / Chapter 35 / Subchapter 1 / Section 4-35-101
Legislative intent
Status: in_force

It is the intent of the General Assembly to provide a means by which a nonprofit corporation involved in the sale, transmission, and distribution of potable water to members of the general public and commercial, industrial, and other users may form or convert its entity status from that of a body corporate to that of a public body politic and governmental entity, thereby allowing the entity the opportunity to access the tax-exempt capital markets and assuring the State of Arkansas and the customers of the entity of the lowest water rates possible. Acts 2003, No. 1330, § 3.

It is the intent of the General Assembly to provide a means by which a nonprofit corporation involved in the sale, transmission, and distribution of potable water to members of the general public and commercial, industrial, and other users may form or convert its entity status from that of a body corporate to that of a public body politic and governmental entity, thereby allowing the entity the opportunity to access the tax-exempt capital markets and assuring the State of Arkansas and the customers of the entity of the lowest water rates possible.

Acts 2003, No. 1330, § 3.
Ark. Code Ann. § 4-90-403 — AR Code / Title 4 / Chapter 90 / Subchapter 4 / Section 4-90-403
Definitions
Status: in_force

As used in this subchapter, unless the context otherwise requires: (1) "Calendar day" means any day of the week other than a legal holiday; (2) "Collateral charges" means those additional charges to a consumer wholly incurred as a result of the acquisition of the motor vehicle. For the purposes of this subchapter, collateral charges include, but are not limited to, manufacturer-installed or agent-installed items, earned finance charges, sales taxes, title charges, and charges for extended warranties provided by the manufacturer, its subsidiary, or agent; (3) "Condition" means a general problem that may be attributable to a defect in more than one (1) part; (4) "Consumer" means the purchaser or lessee, other than for the purposes of lease or resale, of a new or previously untitled motor vehicle or any other person entitled to enforce the obligations of the warranty during the duration of the motor vehicle quality assurance period, provided the purchaser has titled and registered the motor vehicle as prescribed by law; (5) "Incidental charges" means those reasonable costs incurred by the consumer, including, but not limited to, towing charges and the costs of obtaining alternative transportation which are directly caused by the nonconformity or nonconformities which are the subject of the claim, but shall not include loss of use, loss of income, or personal injury claims; (6) "Lease price" means the aggregate of: (A) The lessor's actual purchase costs; (B) Collateral charges, if applicable; (C) Any fee paid to another person to obtain the lease; (D) Any insurance or other costs expended by the lessor for the benefit of the lease; (E) An amount equal to state and local sales taxes, not otherwise included as collateral charges, paid by the lessor when the vehicle was initially purchased; and (F) An amount equal to five percent (5%) of the lessor's actual purchase price; (7) "Lessee" means any consumer who leases a motor vehicle for one (1) year or more pursuant to a written lease agreement which provides that the lessee is responsible for repairs to the motor vehicle; (8) "Lessee cost" means the aggregate deposit and rental payments previously paid to the lessor for the leased vehicle; (9) "Lessor" means a person who holds title to a motor vehicle leased to a lessee under the written lease agreement or who holds the lessor's rights under such agreement; (10) "Manufacturer" means: (A) Any person who is engaged in the business of constructing or assembling new motor vehicles or installing on previously assembled vehicle chassis special bodies or equipment which, when installed, form an integral part of the new motor vehicle; or (B) In the case of motor vehicles not manufactured in the United States, any person who is engaged in the business of importing new motor vehicles into the United States for the purpose of selling or distributing new motor vehicles to new motor vehicle dealers; (11) (A) "Motor vehicle" or "vehicle" means any self-propelled vehicle licensed, purchased, or leased in this state primarily designed for the transportation of persons or property over the public streets and highways. (B) "Motor vehicle" or "vehicle" does not include: (i) Mopeds; (ii) Motorcycles; (iii) The living facilities of a motor home; (iv) (a) Vehicles over fourteen thousand pounds (14,000 lbs.) gross vehicle weight rating. (b) For purposes of this subchapter, the limit of fourteen thousand pounds (14,000 lbs.) gross vehicle weight rating does not apply to motor homes; or (v) A vehicle over ten thousand pounds (10,000 lbs.) gross vehicle weight rating that has been substantially altered after its initial sale from a dealer to the person; (12) "Motor vehicle quality assurance period" means a period of time that: (A) Begins: (i) On the date of original delivery of a motor vehicle; or (ii) In the case of a replacement vehicle provided by a manufacturer to a consumer under this subchapter, on the date of delivery of the replacement vehicle to the consumer; and (B) Ends twenty-four (24) months after the date of the original delivery of the motor vehicle to a consumer, or the first twenty-four thousand (24,000) miles of operation attributable to the consumer, whichever is later; (13) "Nonconformity" means any specific or generic defect or condition or any concurrent combination of defects or conditions that: (A) Substantially impairs the use, market value, or safety of a motor vehicle; or (B) Renders the motor vehicle nonconforming to the terms of an applicable manufacturer's express warranty or implied warranty of merchantability; (14) "Person" means any natural person, partnership, firm, corporation, association, joint venture, trust, or other legal entity; (15) "Purchase price" means the cash price paid for the motor vehicle appearing in the sales agreement or contract, including any net allowance for a trade-in vehicle; (16) "Replacement motor vehicle" means a motor vehicle which is identical or reasonably equivalent to the motor vehicle to be replaced, as the motor vehicle replaced existed at the time of the original acquisition; and (17) "Warranty" means any written warranty issued by the manufacturer or any affirmation of fact or promise made by the manufacturer, excluding statements made by the dealer, in connection with the sale or lease of a motor vehicle to a consumer which relates to the nature of the material or workmanship and affirms or promises that such material or workmanship is free of defects or will meet a specified level of performance. Amended by Act 2021, No. 92,§ 1, eff. 7/28/2021. Acts 1993, No. 285, § 3; 1993, No. 297, § 3; 1995, No. 302, § 1; 2001, No. 1134, § 2; 2009, No. 322, § 1; 2009, No. 492, § 1.

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

(1) "Calendar day" means any day of the week other than a legal holiday;

(2) "Collateral charges" means those additional charges to a consumer wholly incurred as a result of the acquisition of the motor vehicle. For the purposes of this subchapter, collateral charges include, but are not limited to, manufacturer-installed or agent-installed items, earned finance charges, sales taxes, title charges, and charges for extended warranties provided by the manufacturer, its subsidiary, or agent;

(3) "Condition" means a general problem that may be attributable to a defect in more than one (1) part;

(4) "Consumer" means the purchaser or lessee, other than for the purposes of lease or resale, of a new or previously untitled motor vehicle or any other person entitled to enforce the obligations of the warranty during the duration of the motor vehicle quality assurance period, provided the purchaser has titled and registered the motor vehicle as prescribed by law;

(5) "Incidental charges" means those reasonable costs incurred by the consumer, including, but not limited to, towing charges and the costs of obtaining alternative transportation which are directly caused by the nonconformity or nonconformities which are the subject of the claim, but shall not include loss of use, loss of income, or personal injury claims;

(6) "Lease price" means the aggregate of: (A) The lessor's actual purchase costs; (B) Collateral charges, if applicable; (C) Any fee paid to another person to obtain the lease; (D) Any insurance or other costs expended by the lessor for the benefit of the lease; (E) An amount equal to state and local sales taxes, not otherwise included as collateral charges, paid by the lessor when the vehicle was initially purchased; and (F) An amount equal to five percent (5%) of the lessor's actual purchase price;

(A) The lessor's actual purchase costs;

(B) Collateral charges, if applicable;

(C) Any fee paid to another person to obtain the lease;

(D) Any insurance or other costs expended by the lessor for the benefit of the lease;

(E) An amount equal to state and local sales taxes, not otherwise included as collateral charges, paid by the lessor when the vehicle was initially purchased; and

(F) An amount equal to five percent (5%) of the lessor's actual purchase price;

(7) "Lessee" means any consumer who leases a motor vehicle for one (1) year or more pursuant to a written lease agreement which provides that the lessee is responsible for repairs to the motor vehicle;

(8) "Lessee cost" means the aggregate deposit and rental payments previously paid to the lessor for the leased vehicle;

(9) "Lessor" means a person who holds title to a motor vehicle leased to a lessee under the written lease agreement or who holds the lessor's rights under such agreement;

(10) "Manufacturer" means: (A) Any person who is engaged in the business of constructing or assembling new motor vehicles or installing on previously assembled vehicle chassis special bodies or equipment which, when installed, form an integral part of the new motor vehicle; or (B) In the case of motor vehicles not manufactured in the United States, any person who is engaged in the business of importing new motor vehicles into the United States for the purpose of selling or distributing new motor vehicles to new motor vehicle dealers;

(A) Any person who is engaged in the business of constructing or assembling new motor vehicles or installing on previously assembled vehicle chassis special bodies or equipment which, when installed, form an integral part of the new motor vehicle; or

(B) In the case of motor vehicles not manufactured in the United States, any person who is engaged in the business of importing new motor vehicles into the United States for the purpose of selling or distributing new motor vehicles to new motor vehicle dealers;

(11) (A) "Motor vehicle" or "vehicle" means any self-propelled vehicle licensed, purchased, or leased in this state primarily designed for the transportation of persons or property over the public streets and highways. (B) "Motor vehicle" or "vehicle" does not include: (i) Mopeds; (ii) Motorcycles; (iii) The living facilities of a motor home; (iv) (a) Vehicles over fourteen thousand pounds (14,000 lbs.) gross vehicle weight rating. (b) For purposes of this subchapter, the limit of fourteen thousand pounds (14,000 lbs.) gross vehicle weight rating does not apply to motor homes; or (v) A vehicle over ten thousand pounds (10,000 lbs.) gross vehicle weight rating that has been substantially altered after its initial sale from a dealer to the person;

(A) "Motor vehicle" or "vehicle" means any self-propelled vehicle licensed, purchased, or leased in this state primarily designed for the transportation of persons or property over the public streets and highways.

(B) "Motor vehicle" or "vehicle" does not include: (i) Mopeds; (ii) Motorcycles; (iii) The living facilities of a motor home; (iv) (a) Vehicles over fourteen thousand pounds (14,000 lbs.) gross vehicle weight rating. (b) For purposes of this subchapter, the limit of fourteen thousand pounds (14,000 lbs.) gross vehicle weight rating does not apply to motor homes; or (v) A vehicle over ten thousand pounds (10,000 lbs.) gross vehicle weight rating that has been substantially altered after its initial sale from a dealer to the person;

(i) Mopeds;

(ii) Motorcycles;

(iii) The living facilities of a motor home;

(iv) (a) Vehicles over fourteen thousand pounds (14,000 lbs.) gross vehicle weight rating. (b) For purposes of this subchapter, the limit of fourteen thousand pounds (14,000 lbs.) gross vehicle weight rating does not apply to motor homes; or

(a) Vehicles over fourteen thousand pounds (14,000 lbs.) gross vehicle weight rating.

(b) For purposes of this subchapter, the limit of fourteen thousand pounds (14,000 lbs.) gross vehicle weight rating does not apply to motor homes; or

(v) A vehicle over ten thousand pounds (10,000 lbs.) gross vehicle weight rating that has been substantially altered after its initial sale from a dealer to the person;

(12) "Motor vehicle quality assurance period" means a period of time that: (A) Begins: (i) On the date of original delivery of a motor vehicle; or (ii) In the case of a replacement vehicle provided by a manufacturer to a consumer under this subchapter, on the date of delivery of the replacement vehicle to the consumer; and (B) Ends twenty-four (24) months after the date of the original delivery of the motor vehicle to a consumer, or the first twenty-four thousand (24,000) miles of operation attributable to the consumer, whichever is later;

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

(i) On the date of original delivery of a motor vehicle; or

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

(B) Ends twenty-four (24) months after the date of the original delivery of the motor vehicle to a consumer, or the first twenty-four thousand (24,000) miles of operation attributable to the consumer, whichever is later;

(13) "Nonconformity" means any specific or generic defect or condition or any concurrent combination of defects or conditions that: (A) Substantially impairs the use, market value, or safety of a motor vehicle; or (B) Renders the motor vehicle nonconforming to the terms of an applicable manufacturer's express warranty or implied warranty of merchantability;

(A) Substantially impairs the use, market value, or safety of a motor vehicle; or

(B) Renders the motor vehicle nonconforming to the terms of an applicable manufacturer's express warranty or implied warranty of merchantability;

(14) "Person" means any natural person, partnership, firm, corporation, association, joint venture, trust, or other legal entity;

(15) "Purchase price" means the cash price paid for the motor vehicle appearing in the sales agreement or contract, including any net allowance for a trade-in vehicle;

(16) "Replacement motor vehicle" means a motor vehicle which is identical or reasonably equivalent to the motor vehicle to be replaced, as the motor vehicle replaced existed at the time of the original acquisition; and

(17) "Warranty" means any written warranty issued by the manufacturer or any affirmation of fact or promise made by the manufacturer, excluding statements made by the dealer, in connection with the sale or lease of a motor vehicle to a consumer which relates to the nature of the material or workmanship and affirms or promises that such material or workmanship is free of defects or will meet a specified level of performance.

Amended by Act 2021, No. 92,§ 1, eff. 7/28/2021.

Acts 1993, No. 285, § 3; 1993, No. 297, § 3; 1995, No. 302, § 1; 2001, No. 1134, § 2; 2009, No. 322, § 1; 2009, No. 492, § 1.
Ark. Code Ann. § 4-57-104 — AR Code / Title 4 / Chapter 57 / Section 4-57-104
Maximum rate of interest permitted
Status: in_force

The parties to a contract may agree in writing to the payment of interest not exceeding the applicable rate of interest, if any, set forth in Arkansas Constitution, Amendment 89, on money due or to become due. Amended by Act 2013, No. 1124,§ 3, eff. 8/16/2013. Acts 1875, No. 56, § 1, p. 145; C. & M. Dig., § 7353; Pope's Dig., § 9392; A.S.A. 1947, § 68-602.

The parties to a contract may agree in writing to the payment of interest not exceeding the applicable rate of interest, if any, set forth in Arkansas Constitution, Amendment 89, on money due or to become due.

Amended by Act 2013, No. 1124,§ 3, eff. 8/16/2013.

Acts 1875, No. 56, § 1, p. 145; C. & M. Dig., § 7353; Pope's Dig., § 9392; A.S.A. 1947, § 68-602.