Ark. Code Ann. § 4-88-303 — AR Code / Title 4 / Chapter 88 / Subchapter 3 / Section 4-88-303
Prohibited unfair pricing practices
Status: in_force

(a) (1) Upon the proclamation of a state of emergency resulting from a tornado, earthquake, flood, fire, riot, storm, or natural or man-made disaster declared by the President of the United States or the Governor and upon the declaration of a local emergency resulting from a tornado, earthquake, flood, fire, riot, storm, or natural or man-made disaster by the executive officer of any city or county and for a period of thirty (30) days following that declaration or during any period of time during which a red condition under the National Terrorism Advisory System has been declared by either the United States Department of Homeland Security or the Division of Emergency Management, it is unlawful for any person, contractor, business, or other entity to sell or offer to sell any consumer food items or goods, goods or services used for emergency cleanup, emergency supplies, medical supplies, home heating oil, building materials, housing, transportation, freight, and storage services, or gasoline or other motor fuels for a price of more than ten percent (10%) above the price charged by that person for those goods or services immediately prior to the proclamation of emergency. (2) However, a greater price increase shall not be unlawful if that person can prove that the increase in price was directly attributable to additional costs imposed on it by the supplier of the goods or directly attributable to additional costs for labor or materials used to provide the services, provided that in those situations where the increase in price is attributable to additional costs imposed by the seller's supplier or additional costs of providing the good or service during the state of emergency, the price represents no more than ten percent (10%) above the total of the cost to the seller plus the markup customarily applied by the seller for that good or service in the usual course of business immediately prior to the onset of the state of emergency. (b) (1) Upon the proclamation of a state of emergency resulting from a tornado, earthquake, flood, fire, riot, or storm declared by the President of the United States or the Governor, or upon the declaration of a local emergency resulting from a tornado, earthquake, flood, fire, riot, or storm by the executive officer of any city or county, and for a period of one hundred eighty (180) days following that declaration, it is unlawful for any contractor to sell or offer to sell any repair or reconstruction services or any services used in emergency cleanup for a price of more than ten percent (10%) above the price charged by that person for those services immediately prior to the proclamation of emergency. (2) However, a greater price increase shall not be unlawful if that person can prove that the increase in price was directly attributable to additional costs imposed on it by the supplier of the goods or directly attributable to additional costs for labor or materials used to provide the services, provided that in those situations where the increase in price is attributable to the additional costs imposed by the contractor's supplier or additional costs of providing the service during the state of emergency, the price represents no more than ten percent (10%) above the total of the cost to the contractor plus the markup customarily applied by the contractor for that good or service in the usual course of business immediately prior to the onset of the state of emergency. (c) The provisions of this section may be extended for additional thirty-day periods by a local governing body or the General Assembly if deemed necessary to protect the lives, property, or welfare of the citizens. (d) Any business offering an item for sale at a reduced price immediately prior to the proclamation of the emergency may use the price at which it usually sells the item to calculate the price pursuant to subsection (a) or (b) of this section. Acts 1997, No. 376, § 1; 2003, No. 1448, § 3.

(a) (1) Upon the proclamation of a state of emergency resulting from a tornado, earthquake, flood, fire, riot, storm, or natural or man-made disaster declared by the President of the United States or the Governor and upon the declaration of a local emergency resulting from a tornado, earthquake, flood, fire, riot, storm, or natural or man-made disaster by the executive officer of any city or county and for a period of thirty (30) days following that declaration or during any period of time during which a red condition under the National Terrorism Advisory System has been declared by either the United States Department of Homeland Security or the Division of Emergency Management, it is unlawful for any person, contractor, business, or other entity to sell or offer to sell any consumer food items or goods, goods or services used for emergency cleanup, emergency supplies, medical supplies, home heating oil, building materials, housing, transportation, freight, and storage services, or gasoline or other motor fuels for a price of more than ten percent (10%) above the price charged by that person for those goods or services immediately prior to the proclamation of emergency. (2) However, a greater price increase shall not be unlawful if that person can prove that the increase in price was directly attributable to additional costs imposed on it by the supplier of the goods or directly attributable to additional costs for labor or materials used to provide the services, provided that in those situations where the increase in price is attributable to additional costs imposed by the seller's supplier or additional costs of providing the good or service during the state of emergency, the price represents no more than ten percent (10%) above the total of the cost to the seller plus the markup customarily applied by the seller for that good or service in the usual course of business immediately prior to the onset of the state of emergency.

(1) Upon the proclamation of a state of emergency resulting from a tornado, earthquake, flood, fire, riot, storm, or natural or man-made disaster declared by the President of the United States or the Governor and upon the declaration of a local emergency resulting from a tornado, earthquake, flood, fire, riot, storm, or natural or man-made disaster by the executive officer of any city or county and for a period of thirty (30) days following that declaration or during any period of time during which a red condition under the National Terrorism Advisory System has been declared by either the United States Department of Homeland Security or the Division of Emergency Management, it is unlawful for any person, contractor, business, or other entity to sell or offer to sell any consumer food items or goods, goods or services used for emergency cleanup, emergency supplies, medical supplies, home heating oil, building materials, housing, transportation, freight, and storage services, or gasoline or other motor fuels for a price of more than ten percent (10%) above the price charged by that person for those goods or services immediately prior to the proclamation of emergency.

(2) However, a greater price increase shall not be unlawful if that person can prove that the increase in price was directly attributable to additional costs imposed on it by the supplier of the goods or directly attributable to additional costs for labor or materials used to provide the services, provided that in those situations where the increase in price is attributable to additional costs imposed by the seller's supplier or additional costs of providing the good or service during the state of emergency, the price represents no more than ten percent (10%) above the total of the cost to the seller plus the markup customarily applied by the seller for that good or service in the usual course of business immediately prior to the onset of the state of emergency.

(b) (1) Upon the proclamation of a state of emergency resulting from a tornado, earthquake, flood, fire, riot, or storm declared by the President of the United States or the Governor, or upon the declaration of a local emergency resulting from a tornado, earthquake, flood, fire, riot, or storm by the executive officer of any city or county, and for a period of one hundred eighty (180) days following that declaration, it is unlawful for any contractor to sell or offer to sell any repair or reconstruction services or any services used in emergency cleanup for a price of more than ten percent (10%) above the price charged by that person for those services immediately prior to the proclamation of emergency. (2) However, a greater price increase shall not be unlawful if that person can prove that the increase in price was directly attributable to additional costs imposed on it by the supplier of the goods or directly attributable to additional costs for labor or materials used to provide the services, provided that in those situations where the increase in price is attributable to the additional costs imposed by the contractor's supplier or additional costs of providing the service during the state of emergency, the price represents no more than ten percent (10%) above the total of the cost to the contractor plus the markup customarily applied by the contractor for that good or service in the usual course of business immediately prior to the onset of the state of emergency.

(1) Upon the proclamation of a state of emergency resulting from a tornado, earthquake, flood, fire, riot, or storm declared by the President of the United States or the Governor, or upon the declaration of a local emergency resulting from a tornado, earthquake, flood, fire, riot, or storm by the executive officer of any city or county, and for a period of one hundred eighty (180) days following that declaration, it is unlawful for any contractor to sell or offer to sell any repair or reconstruction services or any services used in emergency cleanup for a price of more than ten percent (10%) above the price charged by that person for those services immediately prior to the proclamation of emergency.

(2) However, a greater price increase shall not be unlawful if that person can prove that the increase in price was directly attributable to additional costs imposed on it by the supplier of the goods or directly attributable to additional costs for labor or materials used to provide the services, provided that in those situations where the increase in price is attributable to the additional costs imposed by the contractor's supplier or additional costs of providing the service during the state of emergency, the price represents no more than ten percent (10%) above the total of the cost to the contractor plus the markup customarily applied by the contractor for that good or service in the usual course of business immediately prior to the onset of the state of emergency.

(c) The provisions of this section may be extended for additional thirty-day periods by a local governing body or the General Assembly if deemed necessary to protect the lives, property, or welfare of the citizens.

(d) Any business offering an item for sale at a reduced price immediately prior to the proclamation of the emergency may use the price at which it usually sells the item to calculate the price pursuant to subsection (a) or (b) of this section.

Acts 1997, No. 376, § 1; 2003, No. 1448, § 3.
Ark. Code Ann. § 4-99-203 — AR Code / Title 4 / Chapter 99 / Subchapter 2 / Section 4-99-203
Consumer's express written authorization required - Definition
Status: in_force

(a) (1) For the purposes of this section, "telemarketer" means any person who initiates telephone calls to, or who receives telephone calls from, a consumer in connection with a plan, program, or campaign to market goods and services. (2) The term "telemarketer" does not include a federally insured depository institution or its subsidiary when it obtains or submits for payment a check, draft, or other form of negotiable instrument drawn on or debited against a person's checking, savings, share, or other depository account at that institution. (b) (1) It shall be unlawful for any telemarketer as defined in subsection (a) of this section to obtain or submit for payment a check, draft, or other form of negotiable instrument drawn on a person's checking, savings, share, or other depository account without the consumer's express written authorization. (2) For the purpose of this section, a check bearing the valid signature of the consumer shall constitute the consumer's express written authorization. (c) (1) A violation of the provisions of this section shall constitute an unfair and deceptive act or practice as defined by the Deceptive Trade Practices Act, § 4-88-101 et seq. (2) All remedies, penalties, and authority granted to the Attorney General under the Deceptive Trade Practices Act, § 4-88-101 et seq., shall be available to the Attorney General for the enforcement of this section. (d) Nothing in this section limits the rights or remedies which are otherwise available to a consumer under any other law. (e) The obligations under this section are cumulative and should in no way be deemed to limit the obligations under any other law. Acts 1999, No. 1512, § 1.

(a) (1) For the purposes of this section, "telemarketer" means any person who initiates telephone calls to, or who receives telephone calls from, a consumer in connection with a plan, program, or campaign to market goods and services. (2) The term "telemarketer" does not include a federally insured depository institution or its subsidiary when it obtains or submits for payment a check, draft, or other form of negotiable instrument drawn on or debited against a person's checking, savings, share, or other depository account at that institution.

(1) For the purposes of this section, "telemarketer" means any person who initiates telephone calls to, or who receives telephone calls from, a consumer in connection with a plan, program, or campaign to market goods and services.

(2) The term "telemarketer" does not include a federally insured depository institution or its subsidiary when it obtains or submits for payment a check, draft, or other form of negotiable instrument drawn on or debited against a person's checking, savings, share, or other depository account at that institution.

(b) (1) It shall be unlawful for any telemarketer as defined in subsection (a) of this section to obtain or submit for payment a check, draft, or other form of negotiable instrument drawn on a person's checking, savings, share, or other depository account without the consumer's express written authorization. (2) For the purpose of this section, a check bearing the valid signature of the consumer shall constitute the consumer's express written authorization.

(1) It shall be unlawful for any telemarketer as defined in subsection (a) of this section to obtain or submit for payment a check, draft, or other form of negotiable instrument drawn on a person's checking, savings, share, or other depository account without the consumer's express written authorization.

(2) For the purpose of this section, a check bearing the valid signature of the consumer shall constitute the consumer's express written authorization.

(c) (1) A violation of the provisions of this section shall constitute an unfair and deceptive act or practice as defined by the Deceptive Trade Practices Act, § 4-88-101 et seq. (2) All remedies, penalties, and authority granted to the Attorney General under the Deceptive Trade Practices Act, § 4-88-101 et seq., shall be available to the Attorney General for the enforcement of this section.

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

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

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

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

Acts 1999, No. 1512, § 1.
Ark. Code Ann. § 4-33-1704 — AR Code / Title 4 / Chapter 33 / Subchapter 17 / Section 4-33-1704
Severability
Status: in_force

If any provision of this chapter or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity does not affect other provisions or applications of this chapter that can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable. Acts 1993, No. 1147, § 1704.

If any provision of this chapter or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity does not affect other provisions or applications of this chapter that can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable.

Acts 1993, No. 1147, § 1704.
Ark. Code Ann. § 4-59-307 — AR Code / Title 4 / Chapter 59 / Subchapter 3 / Section 4-59-307
Negotiation of bill when goods are not in carrier's possession
Status: in_force

Any person who with intent to deceive negotiates or transfers for value a bill, knowing that any or all of the goods which by the terms of the bill appear to have been received for transportation by the carrier which issued the bill are not in the possession or control of the carrier or of a connecting carrier, without disclosing this fact, shall be guilty of a crime and upon conviction shall be punished for each offense by imprisonment not exceeding five (5) years or by a fine not exceeding five thousand dollars ($5,000), or by both. Acts 1941, No. 264, § 48; A.S.A. 1947, § 68-1148.

Any person who with intent to deceive negotiates or transfers for value a bill, knowing that any or all of the goods which by the terms of the bill appear to have been received for transportation by the carrier which issued the bill are not in the possession or control of the carrier or of a connecting carrier, without disclosing this fact, shall be guilty of a crime and upon conviction shall be punished for each offense by imprisonment not exceeding five (5) years or by a fine not exceeding five thousand dollars ($5,000), or by both.

Acts 1941, No. 264, § 48; A.S.A. 1947, § 68-1148.
Ark. Code Ann. § 4-75-1105 — AR Code / Title 4 / Chapter 75 / Subchapter 11 / Section 4-75-1105
Exercise of rights after death
Status: in_force

(a) Subject to the terms of a transfer, assignment, or license of property rights under § 4-75-1104 , after the death of an individual, consent to the use of the individual's name, voice, signature, photograph, or likeness shall be granted by no less than fifty and one-thousandths percent (50.001%) of the owners of the right to use the name, voice, signature, photograph, or likeness of the individual under § 4-75-1104(b)(3) . (b) Compensation or other remuneration received under subsection (a) of this section for the use of the name, voice, signature, photograph, or likeness of the individual shall be shared by all owners of the right to use the name, voice, signature, photograph, or likeness of the individual according to each owner's respective ownership interest. Added by Act 2016EX3, No. 9,§ 1, eff. 8/22/2016. Added by Act 2016EX3, No. 8,§ 1, eff. 8/22/2016.

(a) Subject to the terms of a transfer, assignment, or license of property rights under § 4-75-1104 , after the death of an individual, consent to the use of the individual's name, voice, signature, photograph, or likeness shall be granted by no less than fifty and one-thousandths percent (50.001%) of the owners of the right to use the name, voice, signature, photograph, or likeness of the individual under § 4-75-1104(b)(3) .

(b) Compensation or other remuneration received under subsection (a) of this section for the use of the name, voice, signature, photograph, or likeness of the individual shall be shared by all owners of the right to use the name, voice, signature, photograph, or likeness of the individual according to each owner's respective ownership interest.

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

Added by Act 2016EX3, No. 8,§ 1, eff. 8/22/2016.
Ark. Code Ann. § 4-33-1202 — AR Code / Title 4 / Chapter 33 / Subchapter 12 / Section 4-33-1202
Sale of assets other than in regular course of activities
Status: in_force

(a) A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property (with or without the goodwill) other than in the usual and regular course of its activities on the terms and conditions and for the consideration determined by the corporation's board if the proposed transaction is authorized by subsection (b) of this section. (b) Unless this chapter, the articles, bylaws, or the board of directors or members (acting pursuant to subsection (d) of this section) require a greater vote or voting by class, the proposed transaction to be authorized must be approved: (1) by the board; (2) by the members by two-thirds (2/3) of the votes cast or a majority of the voting power, whichever is less; and (3) in writing by any person or persons whose approval is required by a provision of the articles authorized by § 4-33-1030 for an amendment to the articles or bylaws. (c) If the corporation does not have members the transaction must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition the corporation shall provide notice of any directors' meeting at which such approval is to be obtained in accordance with § 4-33-822(c) of this section. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, or other disposition of all, or substantially all, of the property or assets of the corporation and contain or be accompanied by a copy or summary of a description of the transaction. (d) The board may condition its submission of the proposed transaction, and the members may condition their approval of the transaction, on receipt of a higher percentage of affirmative votes or on any other basis. (e) If the corporation seeks to have the transaction approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with § 4-33-705 . The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, or other disposition of all, or substantially all, of the property or assets of the corporation and contain or be accompanied by a copy or summary of a description of the transaction. (f) If the board needs to have the transaction approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of a description of the transaction. (g) After a sale, lease, exchange, or other disposition of property is authorized, the transaction may be abandoned (subject to any contractual rights), without further action by the members or any other person who approved the transaction in accordance with the procedure set forth in the resolution proposing the transaction or, if none is set forth, in the manner determined by the board of directors. Acts 1993, No. 1147, § 1202.

(a) A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property (with or without the goodwill) other than in the usual and regular course of its activities on the terms and conditions and for the consideration determined by the corporation's board if the proposed transaction is authorized by subsection (b) of this section.

(b) Unless this chapter, the articles, bylaws, or the board of directors or members (acting pursuant to subsection (d) of this section) require a greater vote or voting by class, the proposed transaction to be authorized must be approved: (1) by the board; (2) by the members by two-thirds (2/3) of the votes cast or a majority of the voting power, whichever is less; and (3) in writing by any person or persons whose approval is required by a provision of the articles authorized by § 4-33-1030 for an amendment to the articles or bylaws.

(1) by the board;

(2) by the members by two-thirds (2/3) of the votes cast or a majority of the voting power, whichever is less; and

(3) in writing by any person or persons whose approval is required by a provision of the articles authorized by § 4-33-1030 for an amendment to the articles or bylaws.

(c) If the corporation does not have members the transaction must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition the corporation shall provide notice of any directors' meeting at which such approval is to be obtained in accordance with § 4-33-822(c) of this section. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, or other disposition of all, or substantially all, of the property or assets of the corporation and contain or be accompanied by a copy or summary of a description of the transaction.

(d) The board may condition its submission of the proposed transaction, and the members may condition their approval of the transaction, on receipt of a higher percentage of affirmative votes or on any other basis.

(e) If the corporation seeks to have the transaction approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with § 4-33-705 . The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, or other disposition of all, or substantially all, of the property or assets of the corporation and contain or be accompanied by a copy or summary of a description of the transaction.

(f) If the board needs to have the transaction approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of a description of the transaction.

(g) After a sale, lease, exchange, or other disposition of property is authorized, the transaction may be abandoned (subject to any contractual rights), without further action by the members or any other person who approved the transaction in accordance with the procedure set forth in the resolution proposing the transaction or, if none is set forth, in the manner determined by the board of directors.

Acts 1993, No. 1147, § 1202.
Ark. Code Ann. § 4-38-909 — AR Code / Title 4 / Chapter 38 / Subchapter 9 / Section 4-38-909
Transfer of registration
Status: in_force

(a) When a registered foreign limited liability company has merged into a foreign entity that is not registered to do business in this state or has converted to a foreign entity required to register with the Secretary of State to do business in this state, the foreign entity shall deliver to the Secretary of State for filing an application for transfer of registration. The application must state: (1) the name of the registered foreign limited liability company before the merger or conversion; (2) that before the merger or conversion the registration pertained to a foreign limited liability company; (3) the name of the applicant foreign entity into which the foreign limited liability company has merged or to which it has been converted and, if the name does not comply with § 4-38-112 , an alternate name adopted pursuant to § 4-38-906(a) ; (4) the type of entity of the applicant foreign entity and its jurisdiction of formation; (5) the street and mailing addresses of the principal office of the applicant foreign entity and, if the law of the entity's jurisdiction of formation requires the entity to maintain an office in that jurisdiction, the street and mailing addresses of that office; and (6) the name and street and mailing addresses of the applicant foreign entity's registered agent in this state. (b) When an application for transfer of registration takes effect, the registration of the foreign limited liability company to do business in this state is transferred without interruption to the foreign entity into which the company has merged or to which it has been converted. Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.

(a) When a registered foreign limited liability company has merged into a foreign entity that is not registered to do business in this state or has converted to a foreign entity required to register with the Secretary of State to do business in this state, the foreign entity shall deliver to the Secretary of State for filing an application for transfer of registration. The application must state: (1) the name of the registered foreign limited liability company before the merger or conversion; (2) that before the merger or conversion the registration pertained to a foreign limited liability company; (3) the name of the applicant foreign entity into which the foreign limited liability company has merged or to which it has been converted and, if the name does not comply with § 4-38-112 , an alternate name adopted pursuant to § 4-38-906(a) ; (4) the type of entity of the applicant foreign entity and its jurisdiction of formation; (5) the street and mailing addresses of the principal office of the applicant foreign entity and, if the law of the entity's jurisdiction of formation requires the entity to maintain an office in that jurisdiction, the street and mailing addresses of that office; and (6) the name and street and mailing addresses of the applicant foreign entity's registered agent in this state.

(1) the name of the registered foreign limited liability company before the merger or conversion;

(2) that before the merger or conversion the registration pertained to a foreign limited liability company;

(3) the name of the applicant foreign entity into which the foreign limited liability company has merged or to which it has been converted and, if the name does not comply with § 4-38-112 , an alternate name adopted pursuant to § 4-38-906(a) ;

(4) the type of entity of the applicant foreign entity and its jurisdiction of formation;

(5) the street and mailing addresses of the principal office of the applicant foreign entity and, if the law of the entity's jurisdiction of formation requires the entity to maintain an office in that jurisdiction, the street and mailing addresses of that office; and

(6) the name and street and mailing addresses of the applicant foreign entity's registered agent in this state.

(b) When an application for transfer of registration takes effect, the registration of the foreign limited liability company to do business in this state is transferred without interruption to the foreign entity into which the company has merged or to which it has been converted.

Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Ark. Code Ann. § 4-26-1201 — AR Code / Title 4 / Chapter 26 / Subchapter 12 / Section 4-26-1201
Filing of corporate documents
Status: in_force

(a) When any provision of this chapter requires that a corporate document of any character "be executed and filed in accordance with § 4-26-1201 ," or "filed in accordance with § 4-26-1201 ," the execution or filing of that document and the legal effect thereof shall be controlled by the following provisions: (1) The document shall be executed in duplicate, and, if the document consists of the original articles of incorporation, it shall be signed by all of the incorporators; but every other document executed on behalf of a corporation, unless otherwise provided in this chapter, shall be signed by the president or a vice president of the corporation and by its secretary or an assistant secretary; (2) Except where specifically required under some provision of this chapter, the execution of the document need not be acknowledged before an officer authorized to take oaths; (3) The document so executed in duplicate shall be delivered to the Secretary of State. If he or she finds that it conforms to law and that in respect to the corporate name no violation of §§ 4-26-401 - 4-26-403 is indicated and that the document is tendered to effect a lawful purpose and is entitled to be filed, then upon the payment of the fees required under this chapter, he or she shall endorse upon each of the duplicates tendered for filing, over his or her signature and official seal, the word "Filed" followed by the date of the filing; (4) The Secretary of State shall retain in his or her files one (1) executed copy of the document, the ribbon copy if the document is typewritten; and he or she shall attach to the other filed copy a certificate stating that the instrument is an executed counterpart of a document filed in his or her office, giving date of the filing, and return the other copy to the corporation or its representative; (5) If the registered office of the corporation be situated in any county other than Pulaski County, the executed counterpart of the document filed with the Secretary of State, with his or her certificate annexed thereto, shall be filed, within sixty (60) days after the date of its filing with the Secretary of State, for record in the office of the county clerk of the county wherein the corporation's registered office is located. After recording the document, the county clerk shall return it to the corporation. In case of a consolidation or a merger, a counterpart of the articles of consolidation or merger with the annexed certificate of the Secretary of State shall be filed for record with the county clerk of the county, other than Pulaski County, wherein the registered office of the new corporation, the surviving corporation, and each constituent corporation is located. (b) (1) Upon the filing with the Secretary of State of the original articles of incorporation, corporate existence shall begin. Neither the corporate existence nor the right to do business as a corporation shall be postponed until a duplicate of the articles is filed with the county clerk, nor shall the shareholders incur any personal liability by reason of authorizing the corporation to do business as an incorporated entity prior to the filing with the county clerk. (2) In like manner, and except in the instances where this chapter may specifically provide to the contrary, any other corporate document filed as prescribed in this section shall be completely effective when filed in the office of the Secretary of State, and the corporate act to be effected thereby shall be deemed completely consummated upon the filing with the Secretary of State. (3) However, in each instance where there shall be a failure to file with the county clerk in the time and manner required by this chapter, the corporation or the surviving corporation, in case of a merger or consolidation, may be subjected to a penalty of not less than one hundred dollars ($100) nor more than one thousand dollars ($1,000) to be enforced through a civil proceeding filed in the name of the state by the Attorney General in Pulaski County Circuit Court, and, in case of a willful refusal to make the county filing, the Attorney General may sue to cancel or revoke the articles of incorporation of the corporation. (c) A duplicate of the articles of incorporation filed with the Secretary of State as provided in subdivision (a)(3) of this section and carrying his or her filing endorsement, or a copy of such articles certified by the Secretary of State to be a true copy of articles filed in his or her office with his or her certificate, also showing the date of filing, or the record of the articles in the office of the county clerk or a copy of the record certified by the county clerk, when introduced in evidence shall be conclusive proof that all conditions precedent required to be performed by the incorporators have been complied with and that the corporation has been incorporated under this chapter, except as against the state in a direct proceeding to cancel or revoke the articles of incorporation or as against the plaintiff in a suit under § 4-26-406 . (d) In like manner, a duplicate carrying the filing endorsement of the Secretary of State of any other document filed with the Secretary of State pursuant to this section, or a copy of the document certified by the Secretary of State as provided in subsection (c) of this section, when introduced in evidence shall constitute prima facie proof of the facts therein recited and shall constitute prima facie evidence that the corporate purpose sought to be effected by the filing has been lawfully accomplished. (e) Where a filing under any section of this chapter is required to be made in the county in which a corporation maintains a registered office, the word "county," as applied to counties having two (2) judicial districts, shall mean the district in which such registered office is maintained. (f) In any civil action filed by or against a corporation, it shall not be necessary to prove in the trial of the cause the existence of the corporation in its corporate capacity unless the defendant in his or her or its answer expressly avers under oath that the organization suing or being sued as a corporation does not in fact have a lawful corporate existence. Acts 1965, No. 576, § 15; A.S.A. 1947, § 64-117.

(a) When any provision of this chapter requires that a corporate document of any character "be executed and filed in accordance with § 4-26-1201 ," or "filed in accordance with § 4-26-1201 ," the execution or filing of that document and the legal effect thereof shall be controlled by the following provisions: (1) The document shall be executed in duplicate, and, if the document consists of the original articles of incorporation, it shall be signed by all of the incorporators; but every other document executed on behalf of a corporation, unless otherwise provided in this chapter, shall be signed by the president or a vice president of the corporation and by its secretary or an assistant secretary; (2) Except where specifically required under some provision of this chapter, the execution of the document need not be acknowledged before an officer authorized to take oaths; (3) The document so executed in duplicate shall be delivered to the Secretary of State. If he or she finds that it conforms to law and that in respect to the corporate name no violation of §§ 4-26-401 - 4-26-403 is indicated and that the document is tendered to effect a lawful purpose and is entitled to be filed, then upon the payment of the fees required under this chapter, he or she shall endorse upon each of the duplicates tendered for filing, over his or her signature and official seal, the word "Filed" followed by the date of the filing; (4) The Secretary of State shall retain in his or her files one (1) executed copy of the document, the ribbon copy if the document is typewritten; and he or she shall attach to the other filed copy a certificate stating that the instrument is an executed counterpart of a document filed in his or her office, giving date of the filing, and return the other copy to the corporation or its representative; (5) If the registered office of the corporation be situated in any county other than Pulaski County, the executed counterpart of the document filed with the Secretary of State, with his or her certificate annexed thereto, shall be filed, within sixty (60) days after the date of its filing with the Secretary of State, for record in the office of the county clerk of the county wherein the corporation's registered office is located. After recording the document, the county clerk shall return it to the corporation. In case of a consolidation or a merger, a counterpart of the articles of consolidation or merger with the annexed certificate of the Secretary of State shall be filed for record with the county clerk of the county, other than Pulaski County, wherein the registered office of the new corporation, the surviving corporation, and each constituent corporation is located.

(1) The document shall be executed in duplicate, and, if the document consists of the original articles of incorporation, it shall be signed by all of the incorporators; but every other document executed on behalf of a corporation, unless otherwise provided in this chapter, shall be signed by the president or a vice president of the corporation and by its secretary or an assistant secretary;

(2) Except where specifically required under some provision of this chapter, the execution of the document need not be acknowledged before an officer authorized to take oaths;

(3) The document so executed in duplicate shall be delivered to the Secretary of State. If he or she finds that it conforms to law and that in respect to the corporate name no violation of §§ 4-26-401 - 4-26-403 is indicated and that the document is tendered to effect a lawful purpose and is entitled to be filed, then upon the payment of the fees required under this chapter, he or she shall endorse upon each of the duplicates tendered for filing, over his or her signature and official seal, the word "Filed" followed by the date of the filing;

(4) The Secretary of State shall retain in his or her files one (1) executed copy of the document, the ribbon copy if the document is typewritten; and he or she shall attach to the other filed copy a certificate stating that the instrument is an executed counterpart of a document filed in his or her office, giving date of the filing, and return the other copy to the corporation or its representative;

(5) If the registered office of the corporation be situated in any county other than Pulaski County, the executed counterpart of the document filed with the Secretary of State, with his or her certificate annexed thereto, shall be filed, within sixty (60) days after the date of its filing with the Secretary of State, for record in the office of the county clerk of the county wherein the corporation's registered office is located. After recording the document, the county clerk shall return it to the corporation. In case of a consolidation or a merger, a counterpart of the articles of consolidation or merger with the annexed certificate of the Secretary of State shall be filed for record with the county clerk of the county, other than Pulaski County, wherein the registered office of the new corporation, the surviving corporation, and each constituent corporation is located.

(b) (1) Upon the filing with the Secretary of State of the original articles of incorporation, corporate existence shall begin. Neither the corporate existence nor the right to do business as a corporation shall be postponed until a duplicate of the articles is filed with the county clerk, nor shall the shareholders incur any personal liability by reason of authorizing the corporation to do business as an incorporated entity prior to the filing with the county clerk. (2) In like manner, and except in the instances where this chapter may specifically provide to the contrary, any other corporate document filed as prescribed in this section shall be completely effective when filed in the office of the Secretary of State, and the corporate act to be effected thereby shall be deemed completely consummated upon the filing with the Secretary of State. (3) However, in each instance where there shall be a failure to file with the county clerk in the time and manner required by this chapter, the corporation or the surviving corporation, in case of a merger or consolidation, may be subjected to a penalty of not less than one hundred dollars ($100) nor more than one thousand dollars ($1,000) to be enforced through a civil proceeding filed in the name of the state by the Attorney General in Pulaski County Circuit Court, and, in case of a willful refusal to make the county filing, the Attorney General may sue to cancel or revoke the articles of incorporation of the corporation.

(1) Upon the filing with the Secretary of State of the original articles of incorporation, corporate existence shall begin. Neither the corporate existence nor the right to do business as a corporation shall be postponed until a duplicate of the articles is filed with the county clerk, nor shall the shareholders incur any personal liability by reason of authorizing the corporation to do business as an incorporated entity prior to the filing with the county clerk.

(2) In like manner, and except in the instances where this chapter may specifically provide to the contrary, any other corporate document filed as prescribed in this section shall be completely effective when filed in the office of the Secretary of State, and the corporate act to be effected thereby shall be deemed completely consummated upon the filing with the Secretary of State.

(3) However, in each instance where there shall be a failure to file with the county clerk in the time and manner required by this chapter, the corporation or the surviving corporation, in case of a merger or consolidation, may be subjected to a penalty of not less than one hundred dollars ($100) nor more than one thousand dollars ($1,000) to be enforced through a civil proceeding filed in the name of the state by the Attorney General in Pulaski County Circuit Court, and, in case of a willful refusal to make the county filing, the Attorney General may sue to cancel or revoke the articles of incorporation of the corporation.

(c) A duplicate of the articles of incorporation filed with the Secretary of State as provided in subdivision (a)(3) of this section and carrying his or her filing endorsement, or a copy of such articles certified by the Secretary of State to be a true copy of articles filed in his or her office with his or her certificate, also showing the date of filing, or the record of the articles in the office of the county clerk or a copy of the record certified by the county clerk, when introduced in evidence shall be conclusive proof that all conditions precedent required to be performed by the incorporators have been complied with and that the corporation has been incorporated under this chapter, except as against the state in a direct proceeding to cancel or revoke the articles of incorporation or as against the plaintiff in a suit under § 4-26-406 .

(d) In like manner, a duplicate carrying the filing endorsement of the Secretary of State of any other document filed with the Secretary of State pursuant to this section, or a copy of the document certified by the Secretary of State as provided in subsection (c) of this section, when introduced in evidence shall constitute prima facie proof of the facts therein recited and shall constitute prima facie evidence that the corporate purpose sought to be effected by the filing has been lawfully accomplished.

(e) Where a filing under any section of this chapter is required to be made in the county in which a corporation maintains a registered office, the word "county," as applied to counties having two (2) judicial districts, shall mean the district in which such registered office is maintained.

(f) In any civil action filed by or against a corporation, it shall not be necessary to prove in the trial of the cause the existence of the corporation in its corporate capacity unless the defendant in his or her or its answer expressly avers under oath that the organization suing or being sued as a corporation does not in fact have a lawful corporate existence.

Acts 1965, No. 576, § 15; A.S.A. 1947, § 64-117.
Ark. Code Ann. § 4-34-104 — AR Code / Title 4 / Chapter 34 / Section 4-34-104
Filing for incorporation
Status: in_force

One (1) or more persons may act as the incorporator or incorporators of a corporation authorized by this chapter by filing for incorporation in the same manner as for nonprofit corporations under the Arkansas Nonprofit Corporation Act of 1993, § 4-33-101 et seq. Acts 1999, No. 880, § 4.

One (1) or more persons may act as the incorporator or incorporators of a corporation authorized by this chapter by filing for incorporation in the same manner as for nonprofit corporations under the Arkansas Nonprofit Corporation Act of 1993, § 4-33-101 et seq.

Acts 1999, No. 880, § 4.
Ark. Code Ann. § 4-18-328 — AR Code / Title 4 / Chapter 18 / Subchapter 3 / Section 4-18-328
Regulations
Status: in_force

The Arkansas Bureau of Standards may by regulation adopted pursuant to the Arkansas Administrative Procedure Act, § 25-15-201 et seq., adopt as a regulation of the bureau specifications, tolerances, and regulations for commercial weighing and measuring devices set out in the National Institute of Standards and Technology Handbooks 44 and 130, or in any similar publication issued by the National Institute of Standards and Technology. In drafting the regulations, the bureau shall consider whether the specifications, tolerances, and regulations published by the National Institute of Standards and Technology are consistent with the needs of Arkansas businesses and consumers and may modify, amend, or delete suggested language found in the National Institute of Standards and Technology handbooks. Acts 2001, No. 587, § 28.

The Arkansas Bureau of Standards may by regulation adopted pursuant to the Arkansas Administrative Procedure Act, § 25-15-201 et seq., adopt as a regulation of the bureau specifications, tolerances, and regulations for commercial weighing and measuring devices set out in the National Institute of Standards and Technology Handbooks 44 and 130, or in any similar publication issued by the National Institute of Standards and Technology. In drafting the regulations, the bureau shall consider whether the specifications, tolerances, and regulations published by the National Institute of Standards and Technology are consistent with the needs of Arkansas businesses and consumers and may modify, amend, or delete suggested language found in the National Institute of Standards and Technology handbooks.

Acts 2001, No. 587, § 28.
Ark. Code Ann. § 4-88-113 — AR Code / Title 4 / Chapter 88 / Subchapter 1 / Section 4-88-113
Civil enforcement and remedies - Suspension or forfeiture of charter, franchise, etc
Status: in_force

(a) In any proceeding brought by the Attorney General for civil enforcement of the provisions of this chapter, prohibiting unlawful practices as defined in this chapter, the circuit court may make such orders or judgments as may be necessary to: (1) Prevent the use or employment by such person of any prohibited practices; (2) (A) Restore to any purchaser who has suffered any ascertainable loss by reason of the use or employment of the prohibited practices any moneys or real or personal property which may have been acquired by means of any practice declared to be unlawful by this chapter, together with other damages sustained. (B) In determining the amount of restitution to be awarded under this section, the court shall consider affidavits from nontestifying purchasers, provided that: (i) The affidavits are offered as evidence of a material fact; (ii) The affidavits are more probative on the point for which they are offered than any other evidence which the Attorney General can procure through reasonable efforts; (iii) The interests of justice will be best served by admission of the affidavits; and (iv) The Attorney General makes the names and addresses of the affiants available to the adverse party sufficiently in advance to provide the adverse party with a fair opportunity to communicate with them; and (3) Assess penalties to be paid to the state, not to exceed ten thousand dollars ($10,000) per violation, against persons found to have violated this chapter. (b) Upon petition of the Attorney General, the court may order the suspension or forfeiture of franchises, corporate charters, or other licenses or permits or authorization to do business in this state. (c) Any person who violates the terms of an injunction issued under this chapter shall forfeit and pay to the state a civil penalty of not more than ten thousand dollars ($10,000) for any single action brought by the Attorney General. (d) (1) Every person, or every partner, officer, or director of another person who directly or indirectly controls another person or who is in violation of or liable under this chapter or every person who directly or indirectly facilitates, assists, acts as intermediary for, or in any way aids another person who is in violation of or liable under this chapter in the operation or continuance of the act or practice for which the violations or liability exists shall be jointly and severally liable for any penalties assessed and any monetary judgments awarded in any proceeding for civil enforcement of this chapter, if the persons to be held jointly and severally liable knew or reasonably should have known of the existence of the facts by reason of which the violation or liability exists. (2) There is contribution as in cases of contract among the several persons so liable. (3) Every person subject to liability under subdivision (d)(1) of this section shall be deemed, as a matter of law, to have purposefully availed himself or herself of the privileges of conducting activities within Arkansas sufficient to subject the person to the personal jurisdiction of the circuit court hearing an action brought pursuant to this chapter. (e) As compensation for his or her services under this chapter, the Attorney General shall be entitled to all expenses reasonably incurred in the investigation and prosecution of suits, including, but not limited to, expenses for expert witnesses, to be paid by the defendant when judgment is rendered for the state, and, in addition, shall recover attorney's fees and costs. (f) (1) (A) A person who suffers an actual financial loss as a result of his or her reliance on the use of a practice declared unlawful by this chapter may bring an action to recover his or her actual financial loss proximately caused by the offense or violation, as defined in this chapter. (B) A private class action under this subsection is prohibited unless the claim is being asserted for a violation of Arkansas Constitution, Amendment 89. (2) To prevail on a claim brought under this subsection, a claimant must prove individually that he or she suffered an actual financial loss proximately caused by his or her reliance on the use of a practice declared unlawful under this chapter. (3) A court may award reasonable attorney's fees. Amended by Act 2021, No. 1015,§ 3, eff. 7/28/2021. Amended by Act 2017, No. 986,§ 3, eff. 8/1/2017. Acts 1971, No. 92, § 11; 1977, No. 835, § 1; A.S.A. 1947, § 70-911; Acts 1991, No. 1177, § 3; 1993, No. 587, § 4; 1995, No. 836, § 4; 1999, No. 990, § 1.

(a) In any proceeding brought by the Attorney General for civil enforcement of the provisions of this chapter, prohibiting unlawful practices as defined in this chapter, the circuit court may make such orders or judgments as may be necessary to: (1) Prevent the use or employment by such person of any prohibited practices; (2) (A) Restore to any purchaser who has suffered any ascertainable loss by reason of the use or employment of the prohibited practices any moneys or real or personal property which may have been acquired by means of any practice declared to be unlawful by this chapter, together with other damages sustained. (B) In determining the amount of restitution to be awarded under this section, the court shall consider affidavits from nontestifying purchasers, provided that: (i) The affidavits are offered as evidence of a material fact; (ii) The affidavits are more probative on the point for which they are offered than any other evidence which the Attorney General can procure through reasonable efforts; (iii) The interests of justice will be best served by admission of the affidavits; and (iv) The Attorney General makes the names and addresses of the affiants available to the adverse party sufficiently in advance to provide the adverse party with a fair opportunity to communicate with them; and (3) Assess penalties to be paid to the state, not to exceed ten thousand dollars ($10,000) per violation, against persons found to have violated this chapter.

(1) Prevent the use or employment by such person of any prohibited practices;

(2) (A) Restore to any purchaser who has suffered any ascertainable loss by reason of the use or employment of the prohibited practices any moneys or real or personal property which may have been acquired by means of any practice declared to be unlawful by this chapter, together with other damages sustained. (B) In determining the amount of restitution to be awarded under this section, the court shall consider affidavits from nontestifying purchasers, provided that: (i) The affidavits are offered as evidence of a material fact; (ii) The affidavits are more probative on the point for which they are offered than any other evidence which the Attorney General can procure through reasonable efforts; (iii) The interests of justice will be best served by admission of the affidavits; and (iv) The Attorney General makes the names and addresses of the affiants available to the adverse party sufficiently in advance to provide the adverse party with a fair opportunity to communicate with them; and

(A) Restore to any purchaser who has suffered any ascertainable loss by reason of the use or employment of the prohibited practices any moneys or real or personal property which may have been acquired by means of any practice declared to be unlawful by this chapter, together with other damages sustained.

(B) In determining the amount of restitution to be awarded under this section, the court shall consider affidavits from nontestifying purchasers, provided that: (i) The affidavits are offered as evidence of a material fact; (ii) The affidavits are more probative on the point for which they are offered than any other evidence which the Attorney General can procure through reasonable efforts; (iii) The interests of justice will be best served by admission of the affidavits; and (iv) The Attorney General makes the names and addresses of the affiants available to the adverse party sufficiently in advance to provide the adverse party with a fair opportunity to communicate with them; and

(i) The affidavits are offered as evidence of a material fact;

(ii) The affidavits are more probative on the point for which they are offered than any other evidence which the Attorney General can procure through reasonable efforts;

(iii) The interests of justice will be best served by admission of the affidavits; and

(iv) The Attorney General makes the names and addresses of the affiants available to the adverse party sufficiently in advance to provide the adverse party with a fair opportunity to communicate with them; and

(3) Assess penalties to be paid to the state, not to exceed ten thousand dollars ($10,000) per violation, against persons found to have violated this chapter.

(b) Upon petition of the Attorney General, the court may order the suspension or forfeiture of franchises, corporate charters, or other licenses or permits or authorization to do business in this state.

(c) Any person who violates the terms of an injunction issued under this chapter shall forfeit and pay to the state a civil penalty of not more than ten thousand dollars ($10,000) for any single action brought by the Attorney General.

(d) (1) Every person, or every partner, officer, or director of another person who directly or indirectly controls another person or who is in violation of or liable under this chapter or every person who directly or indirectly facilitates, assists, acts as intermediary for, or in any way aids another person who is in violation of or liable under this chapter in the operation or continuance of the act or practice for which the violations or liability exists shall be jointly and severally liable for any penalties assessed and any monetary judgments awarded in any proceeding for civil enforcement of this chapter, if the persons to be held jointly and severally liable knew or reasonably should have known of the existence of the facts by reason of which the violation or liability exists. (2) There is contribution as in cases of contract among the several persons so liable. (3) Every person subject to liability under subdivision (d)(1) of this section shall be deemed, as a matter of law, to have purposefully availed himself or herself of the privileges of conducting activities within Arkansas sufficient to subject the person to the personal jurisdiction of the circuit court hearing an action brought pursuant to this chapter.

(1) Every person, or every partner, officer, or director of another person who directly or indirectly controls another person or who is in violation of or liable under this chapter or every person who directly or indirectly facilitates, assists, acts as intermediary for, or in any way aids another person who is in violation of or liable under this chapter in the operation or continuance of the act or practice for which the violations or liability exists shall be jointly and severally liable for any penalties assessed and any monetary judgments awarded in any proceeding for civil enforcement of this chapter, if the persons to be held jointly and severally liable knew or reasonably should have known of the existence of the facts by reason of which the violation or liability exists.

(2) There is contribution as in cases of contract among the several persons so liable.

(3) Every person subject to liability under subdivision (d)(1) of this section shall be deemed, as a matter of law, to have purposefully availed himself or herself of the privileges of conducting activities within Arkansas sufficient to subject the person to the personal jurisdiction of the circuit court hearing an action brought pursuant to this chapter.

(e) As compensation for his or her services under this chapter, the Attorney General shall be entitled to all expenses reasonably incurred in the investigation and prosecution of suits, including, but not limited to, expenses for expert witnesses, to be paid by the defendant when judgment is rendered for the state, and, in addition, shall recover attorney's fees and costs.

(f) (1) (A) A person who suffers an actual financial loss as a result of his or her reliance on the use of a practice declared unlawful by this chapter may bring an action to recover his or her actual financial loss proximately caused by the offense or violation, as defined in this chapter. (B) A private class action under this subsection is prohibited unless the claim is being asserted for a violation of Arkansas Constitution, Amendment 89. (2) To prevail on a claim brought under this subsection, a claimant must prove individually that he or she suffered an actual financial loss proximately caused by his or her reliance on the use of a practice declared unlawful under this chapter. (3) A court may award reasonable attorney's fees.

(1) (A) A person who suffers an actual financial loss as a result of his or her reliance on the use of a practice declared unlawful by this chapter may bring an action to recover his or her actual financial loss proximately caused by the offense or violation, as defined in this chapter. (B) A private class action under this subsection is prohibited unless the claim is being asserted for a violation of Arkansas Constitution, Amendment 89.

(A) A person who suffers an actual financial loss as a result of his or her reliance on the use of a practice declared unlawful by this chapter may bring an action to recover his or her actual financial loss proximately caused by the offense or violation, as defined in this chapter.

(B) A private class action under this subsection is prohibited unless the claim is being asserted for a violation of Arkansas Constitution, Amendment 89.

(2) To prevail on a claim brought under this subsection, a claimant must prove individually that he or she suffered an actual financial loss proximately caused by his or her reliance on the use of a practice declared unlawful under this chapter.

(3) A court may award reasonable attorney's fees.

Amended by Act 2021, No. 1015,§ 3, eff. 7/28/2021.

Amended by Act 2017, No. 986,§ 3, eff. 8/1/2017.

Acts 1971, No. 92, § 11; 1977, No. 835, § 1; A.S.A. 1947, § 70-911; Acts 1991, No. 1177, § 3; 1993, No. 587, § 4; 1995, No. 836, § 4; 1999, No. 990, § 1.
Ark. Code Ann. § 4-26-1107 — AR Code / Title 4 / Chapter 26 / Subchapter 11 / Section 4-26-1107
Involuntary dissolution
Status: in_force

(a) A corporation may be dissolved involuntarily by a decree of the circuit court of the county in which its principal place of business is located or, if it has no principal place of business, in the county wherein its registered office is situated, otherwise in Pulaski County Circuit Court, in an action filed in the name of the state by the Attorney General when it is established that: (1) The corporation procured its articles of incorporation through fraud; or (2) The corporation has continued to exceed or abuse the authority conferred on it by law or has continued to transact business beyond the scope of the purpose expressed in its articles of incorporation; or (3) The corporation has failed to comply with any of the provisions of this chapter in respect to the designation and maintenance in this state of a registered agent or registered office or in respect to any change of its registered agent or registered office; or (4) A misrepresentation has been made of any material matter in any application, certificate, affidavit, or other document submitted by the corporation pursuant to this chapter. (b) (1) If the writ of summons, which shall be returnable in thirty (30) days, issued on the complaint in the action is returned by the sheriff unserved because no registered agent or other person eligible to receive service can be found in his or her jurisdiction, then upon the filing of the writ of summons with the clerk of the court, bearing the sheriff's return, the clerk shall issue and publish against the defendant corporation, for the time and in the manner prescribed by Rule 4 of the Arkansas Rules of Civil Procedure; and he or she shall appoint an attorney ad litem as provided by law. (2) The Attorney General shall also cause a copy of the warning order and the complaint to be mailed to the defendant corporation at its registered office as shown on the records of the Secretary of State at least twenty (20) days prior to the trial of such suit or the entry of decree therein; and the certificate of the Attorney General as to the mailing shall be prima facie evidence thereof. (3) Compliance with the jurisdictional requirements will confer on the court jurisdiction to decree the dissolution of the corporation. (c) The court will cause certified copies of the decree of dissolution to be filed with the Secretary of State and the county clerk of the county, if other than Pulaski County, in which the corporation's registered office is located. No fee shall be charged by either of the officials for the filing. Amended by Act 2013, No. 1148,§ 1, eff. 8/16/2013. Acts 1965, No. 576, § 89; A.S.A. 1947, § 64-907.

(a) A corporation may be dissolved involuntarily by a decree of the circuit court of the county in which its principal place of business is located or, if it has no principal place of business, in the county wherein its registered office is situated, otherwise in Pulaski County Circuit Court, in an action filed in the name of the state by the Attorney General when it is established that: (1) The corporation procured its articles of incorporation through fraud; or (2) The corporation has continued to exceed or abuse the authority conferred on it by law or has continued to transact business beyond the scope of the purpose expressed in its articles of incorporation; or (3) The corporation has failed to comply with any of the provisions of this chapter in respect to the designation and maintenance in this state of a registered agent or registered office or in respect to any change of its registered agent or registered office; or (4) A misrepresentation has been made of any material matter in any application, certificate, affidavit, or other document submitted by the corporation pursuant to this chapter.

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

(2) The corporation has continued to exceed or abuse the authority conferred on it by law or has continued to transact business beyond the scope of the purpose expressed in its articles of incorporation; or

(3) The corporation has failed to comply with any of the provisions of this chapter in respect to the designation and maintenance in this state of a registered agent or registered office or in respect to any change of its registered agent or registered office; or

(4) A misrepresentation has been made of any material matter in any application, certificate, affidavit, or other document submitted by the corporation pursuant to this chapter.

(b) (1) If the writ of summons, which shall be returnable in thirty (30) days, issued on the complaint in the action is returned by the sheriff unserved because no registered agent or other person eligible to receive service can be found in his or her jurisdiction, then upon the filing of the writ of summons with the clerk of the court, bearing the sheriff's return, the clerk shall issue and publish against the defendant corporation, for the time and in the manner prescribed by Rule 4 of the Arkansas Rules of Civil Procedure; and he or she shall appoint an attorney ad litem as provided by law. (2) The Attorney General shall also cause a copy of the warning order and the complaint to be mailed to the defendant corporation at its registered office as shown on the records of the Secretary of State at least twenty (20) days prior to the trial of such suit or the entry of decree therein; and the certificate of the Attorney General as to the mailing shall be prima facie evidence thereof. (3) Compliance with the jurisdictional requirements will confer on the court jurisdiction to decree the dissolution of the corporation.

(1) If the writ of summons, which shall be returnable in thirty (30) days, issued on the complaint in the action is returned by the sheriff unserved because no registered agent or other person eligible to receive service can be found in his or her jurisdiction, then upon the filing of the writ of summons with the clerk of the court, bearing the sheriff's return, the clerk shall issue and publish against the defendant corporation, for the time and in the manner prescribed by Rule 4 of the Arkansas Rules of Civil Procedure; and he or she shall appoint an attorney ad litem as provided by law.

(2) The Attorney General shall also cause a copy of the warning order and the complaint to be mailed to the defendant corporation at its registered office as shown on the records of the Secretary of State at least twenty (20) days prior to the trial of such suit or the entry of decree therein; and the certificate of the Attorney General as to the mailing shall be prima facie evidence thereof.

(3) Compliance with the jurisdictional requirements will confer on the court jurisdiction to decree the dissolution of the corporation.

(c) The court will cause certified copies of the decree of dissolution to be filed with the Secretary of State and the county clerk of the county, if other than Pulaski County, in which the corporation's registered office is located. No fee shall be charged by either of the officials for the filing.

Amended by Act 2013, No. 1148,§ 1, eff. 8/16/2013.

Acts 1965, No. 576, § 89; A.S.A. 1947, § 64-907.
Ark. Code Ann. § 4-70-303 — AR Code / Title 4 / Chapter 70 / Subchapter 3 / Section 4-70-303
Payment in absence of contract
Status: in_force

If a compensation agreement between a sales representative and a principal that is not in writing is terminated, the principal shall pay all commissions due the sales representative within thirty (30) working days after the date of the termination. Acts 1989, No. 464, § 1.

If a compensation agreement between a sales representative and a principal that is not in writing is terminated, the principal shall pay all commissions due the sales representative within thirty (30) working days after the date of the termination.

Acts 1989, No. 464, § 1.
Ark. Code Ann. § 4-26-1008 — AR Code / Title 4 / Chapter 26 / Subchapter 10 / Section 4-26-1008
Merger of subsidiary
Status: in_force

(a) A parent corporation owning at least ninety percent (90%) of the outstanding shares of each class of a subsidiary corporation may merge the subsidiary corporation into itself without approval of the shareholders of the parent corporation or subsidiary corporation. (b) The board of directors of the parent corporation shall adopt a plan of merger that sets forth: (1) The names of the parent corporation and the subsidiary corporation; and (2) The manner and basis of converting the shares of the subsidiary corporation into: (A) Shares, obligations, or other securities of the parent corporation or any other corporation; or (B) Cash or other property. (c) The parent corporation shall mail a copy or summary of the plan of merger to each shareholder of the subsidiary corporation who does not waive the mailing requirement in writing. (d) The parent corporation may not deliver articles of merger to the Secretary of State for filing until at least thirty (30) days after the date the parent corporation mailed a copy of the plan of merger to each shareholder of the subsidiary corporation who did not waive the mailing requirement. (e) Articles of merger under this section may not contain amendments to the articles of incorporation of the parent corporation except for amendments enumerated in § 4-26-307 . Acts 2009, No. 408, § 1.

(a) A parent corporation owning at least ninety percent (90%) of the outstanding shares of each class of a subsidiary corporation may merge the subsidiary corporation into itself without approval of the shareholders of the parent corporation or subsidiary corporation.

(b) The board of directors of the parent corporation shall adopt a plan of merger that sets forth: (1) The names of the parent corporation and the subsidiary corporation; and (2) The manner and basis of converting the shares of the subsidiary corporation into: (A) Shares, obligations, or other securities of the parent corporation or any other corporation; or (B) Cash or other property.

(1) The names of the parent corporation and the subsidiary corporation; and

(2) The manner and basis of converting the shares of the subsidiary corporation into: (A) Shares, obligations, or other securities of the parent corporation or any other corporation; or (B) Cash or other property.

(A) Shares, obligations, or other securities of the parent corporation or any other corporation; or

(B) Cash or other property.

(c) The parent corporation shall mail a copy or summary of the plan of merger to each shareholder of the subsidiary corporation who does not waive the mailing requirement in writing.

(d) The parent corporation may not deliver articles of merger to the Secretary of State for filing until at least thirty (30) days after the date the parent corporation mailed a copy of the plan of merger to each shareholder of the subsidiary corporation who did not waive the mailing requirement.

(e) Articles of merger under this section may not contain amendments to the articles of incorporation of the parent corporation except for amendments enumerated in § 4-26-307 .

Acts 2009, No. 408, § 1.
Ark. Code Ann. § 4-114-108 — AR Code / Title 4 / Chapter 114 / Section 4-114-108
Recordkeeping requirements
Status: in_force

(a) (1) A provider shall keep accurate accounts, books, and records concerning transactions regulated under this chapter. (2) A provider's accounts, books, and records shall include: (A) A copy of each type of service contract issued; (B) The name and address of each service contract holder to the extent that the name and address have been furnished by the service contract holder; (C) A list of the provider locations where service contracts are marketed, sold, or offered for sale; and (D) Claims files containing at a minimum the dates, amounts, and description of all receipts, claims, and expenditures related to the service contracts. (3) Except as provided in subsection (b) of this section, a provider shall retain all records pertaining to each service contract holder for at least three (3) years after the specified period of coverage has expired. (4) (A) A provider may keep all records required under this chapter on a computer disk or other similar technology. (B) If a provider maintains records in other than hard copy, records shall be accessible from a computer terminal available to the Insurance Commissioner and be capable of duplication to legible hard copy. (b) A provider discontinuing business in this state shall maintain its records until it furnishes the commissioner satisfactory proof that it has discharged all obligations to service contract holders in this state. (c) A provider shall make all accounts, books, and records concerning transactions regulated under this chapter or other pertinent laws available to the commissioner upon request. (d) The books and records requirement of this section may be delegated by the provider to its administrator or other designee, but such delegation shall not relieve the provider of its obligations to have the books and records maintained and produced upon the commissioner's request. Acts 2007, No. 656, § 1.

(a) (1) A provider shall keep accurate accounts, books, and records concerning transactions regulated under this chapter. (2) A provider's accounts, books, and records shall include: (A) A copy of each type of service contract issued; (B) The name and address of each service contract holder to the extent that the name and address have been furnished by the service contract holder; (C) A list of the provider locations where service contracts are marketed, sold, or offered for sale; and (D) Claims files containing at a minimum the dates, amounts, and description of all receipts, claims, and expenditures related to the service contracts. (3) Except as provided in subsection (b) of this section, a provider shall retain all records pertaining to each service contract holder for at least three (3) years after the specified period of coverage has expired. (4) (A) A provider may keep all records required under this chapter on a computer disk or other similar technology. (B) If a provider maintains records in other than hard copy, records shall be accessible from a computer terminal available to the Insurance Commissioner and be capable of duplication to legible hard copy.

(1) A provider shall keep accurate accounts, books, and records concerning transactions regulated under this chapter.

(2) A provider's accounts, books, and records shall include: (A) A copy of each type of service contract issued; (B) The name and address of each service contract holder to the extent that the name and address have been furnished by the service contract holder; (C) A list of the provider locations where service contracts are marketed, sold, or offered for sale; and (D) Claims files containing at a minimum the dates, amounts, and description of all receipts, claims, and expenditures related to the service contracts.

(A) A copy of each type of service contract issued;

(B) The name and address of each service contract holder to the extent that the name and address have been furnished by the service contract holder;

(C) A list of the provider locations where service contracts are marketed, sold, or offered for sale; and

(D) Claims files containing at a minimum the dates, amounts, and description of all receipts, claims, and expenditures related to the service contracts.

(3) Except as provided in subsection (b) of this section, a provider shall retain all records pertaining to each service contract holder for at least three (3) years after the specified period of coverage has expired.

(4) (A) A provider may keep all records required under this chapter on a computer disk or other similar technology. (B) If a provider maintains records in other than hard copy, records shall be accessible from a computer terminal available to the Insurance Commissioner and be capable of duplication to legible hard copy.

(A) A provider may keep all records required under this chapter on a computer disk or other similar technology.

(B) If a provider maintains records in other than hard copy, records shall be accessible from a computer terminal available to the Insurance Commissioner and be capable of duplication to legible hard copy.

(b) A provider discontinuing business in this state shall maintain its records until it furnishes the commissioner satisfactory proof that it has discharged all obligations to service contract holders in this state.

(c) A provider shall make all accounts, books, and records concerning transactions regulated under this chapter or other pertinent laws available to the commissioner upon request.

(d) The books and records requirement of this section may be delegated by the provider to its administrator or other designee, but such delegation shall not relieve the provider of its obligations to have the books and records maintained and produced upon the commissioner's request.

Acts 2007, No. 656, § 1.
Ark. Code Ann. § 4-88-604 — AR Code / Title 4 / Chapter 88 / Subchapter 6 / Section 4-88-604
Interactive computer service and electronic mail service provider authority
Status: in_force

(a) An interactive computer service or electronic mail service provider may block the receipt or transmission through its service of any bulk electronic mail that it reasonably believes is or will be sent in violation of this subchapter. (b) An interactive computer service or electronic mail service provider is not: (1) In violation of this section and the injured party shall not have a cause of action against an interactive computer service or mail service provider due to the fact that the interactive computer service or electronic mail service provider: (A) Is an intermediary between the sender and recipient in the transmission of an electronic mail that violates this section; or (B) Provides transmission of unsolicited commercial electronic mail messages over the provider's computer network or facilities; or (2) Liable for any action it voluntarily takes in good faith to block the receipt or transmission through its service of any electronic mail advertisements that it believes is or will be sent in violation of this subchapter. (c) An interactive computer service may disconnect or terminate the service of any person who is in violation of this subchapter. Acts 2003, No. 1019, § 1.

(a) An interactive computer service or electronic mail service provider may block the receipt or transmission through its service of any bulk electronic mail that it reasonably believes is or will be sent in violation of this subchapter.

(b) An interactive computer service or electronic mail service provider is not: (1) In violation of this section and the injured party shall not have a cause of action against an interactive computer service or mail service provider due to the fact that the interactive computer service or electronic mail service provider: (A) Is an intermediary between the sender and recipient in the transmission of an electronic mail that violates this section; or (B) Provides transmission of unsolicited commercial electronic mail messages over the provider's computer network or facilities; or (2) Liable for any action it voluntarily takes in good faith to block the receipt or transmission through its service of any electronic mail advertisements that it believes is or will be sent in violation of this subchapter.

(1) In violation of this section and the injured party shall not have a cause of action against an interactive computer service or mail service provider due to the fact that the interactive computer service or electronic mail service provider: (A) Is an intermediary between the sender and recipient in the transmission of an electronic mail that violates this section; or (B) Provides transmission of unsolicited commercial electronic mail messages over the provider's computer network or facilities; or

(A) Is an intermediary between the sender and recipient in the transmission of an electronic mail that violates this section; or

(B) Provides transmission of unsolicited commercial electronic mail messages over the provider's computer network or facilities; or

(2) Liable for any action it voluntarily takes in good faith to block the receipt or transmission through its service of any electronic mail advertisements that it believes is or will be sent in violation of this subchapter.

(c) An interactive computer service may disconnect or terminate the service of any person who is in violation of this subchapter.

Acts 2003, No. 1019, § 1.
Ark. Code Ann. § 4-95-105 — AR Code / Title 4 / Chapter 95 / Section 4-95-105
Offers of gifts or prizes
Status: in_force

(a) It shall be an unlawful practice under this chapter for any product promoter to enforce or to attempt to enforce an agreement for a consumer product not in compliance with the requirements of this chapter. (b) It shall be an unlawful practice under this chapter for any person to offer a gift, prize, or award by means of written notice sent through the mail or by telephone with the intent to sell, lease, or rent a consumer product, or to initiate the sale, lease, or rental of a consumer product when, at the time of such offer, the consumer product and all the material terms of the transaction, including the price, handling, shipping, delivery, or any other fee, are not fully described, unless done so in compliance with this chapter. (c) It shall be an unlawful practice for any person to offer a gift, prize, or award by means of written notice sent through the mail or by telephone with the intent to receive a payment of any money when at the time of such offer all of the material terms of the transaction, including handling, shipping, delivery, or any other fee, are not fully described and: (1) Which requests the consumer to further the transaction by calling a 900 number or "pay-per-call"; or (2) Which requests the consumer to send payment to claim the prize. Acts 1991, No. 680, § 3; 1993, No. 139, §§ 5, 6.

(a) It shall be an unlawful practice under this chapter for any product promoter to enforce or to attempt to enforce an agreement for a consumer product not in compliance with the requirements of this chapter.

(b) It shall be an unlawful practice under this chapter for any person to offer a gift, prize, or award by means of written notice sent through the mail or by telephone with the intent to sell, lease, or rent a consumer product, or to initiate the sale, lease, or rental of a consumer product when, at the time of such offer, the consumer product and all the material terms of the transaction, including the price, handling, shipping, delivery, or any other fee, are not fully described, unless done so in compliance with this chapter.

(c) It shall be an unlawful practice for any person to offer a gift, prize, or award by means of written notice sent through the mail or by telephone with the intent to receive a payment of any money when at the time of such offer all of the material terms of the transaction, including handling, shipping, delivery, or any other fee, are not fully described and: (1) Which requests the consumer to further the transaction by calling a 900 number or "pay-per-call"; or (2) Which requests the consumer to send payment to claim the prize.

(1) Which requests the consumer to further the transaction by calling a 900 number or "pay-per-call"; or

(2) Which requests the consumer to send payment to claim the prize.

Acts 1991, No. 680, § 3; 1993, No. 139, §§ 5, 6.
Ark. Code Ann. § 4-86-105 — AR Code / Title 4 / Chapter 86 / Section 4-86-105
Grave markers or headstones
Status: in_force

When any person purchases a grave marker or grave headstone from any seller in this state, the seller shall advise the purchaser that if the deceased is a veteran of the United States Armed Forces, the purchaser may request that the word "VET" be inscribed in the upper left corner of the marker or stone. Acts 1995, No. 932, § 1.

When any person purchases a grave marker or grave headstone from any seller in this state, the seller shall advise the purchaser that if the deceased is a veteran of the United States Armed Forces, the purchaser may request that the word "VET" be inscribed in the upper left corner of the marker or stone.

Acts 1995, No. 932, § 1.
Ark. Code Ann. § 4-119-105 — AR Code / Title 4 / Chapter 119 / Section 4-119-105
Conflicts
Status: in_force

A local government or any political subdivision of the state shall not establish, mandate, or otherwise require an online marketplace to verify information from a high-volume third-party seller on a one-time or ongoing basis or disclose information to consumers about a high-volume third-party seller. Added by Act 2021, No. 555,§ 1, eff. 7/28/2021.

A local government or any political subdivision of the state shall not establish, mandate, or otherwise require an online marketplace to verify information from a high-volume third-party seller on a one-time or ongoing basis or disclose information to consumers about a high-volume third-party seller.

Added by Act 2021, No. 555,§ 1, eff. 7/28/2021.
Ark. Code Ann. § 4-106-201 — AR Code / Title 4 / Chapter 106 / Subchapter 2 / Section 4-106-201
Prohibited practices
Status: in_force

It shall be unlawful and a violation of this subchapter for any person to sell, market, promote, advertise, or otherwise distribute any card or other purchasing mechanism or device which is not insurance that purports to offer discounts or access to discounts from healthcare providers in health-related purchases if: (1) The card or other purchasing mechanism or device does not expressly provide in bold and prominent type that the discounts are not insurance; (2) The card or other purchasing mechanism or device does not expressly provide in bold and prominent type on the card or in a statement attached to the card that the consumer has the right to cancel his or her registration within thirty (30) days from the effective date of the card or other purchasing mechanism or device; (3) The discounts are not specifically authorized by an individual and separate contract with each healthcare provider listed in conjunction with the card or other purchasing mechanism or device; (4) The discounts or access to discounts offered or the range of discounts or access to the range of discounts offered are, regardless of the literal wording used: (A) Misleading; (B) Deceptive; or (C) Fraudulent; (5) The card or any advertisements for the card in any form include words or phrases that are commonly associated with the business of insurance, such as "health plan", "preexisting condition", or "coverage", in a way that could have a tendency to deceive the public into believing that the cards are a form of insurance; (6) The contract for the card or other purchasing mechanism or device, or any other document that is provided to the consumer at the time the card or other purchasing mechanism or device is received, does not contain: (A) Information in bold and prominent type that a consumer has the right to cancel his or her registration within thirty (30) days from the effective date of the card or other purchasing mechanism or device; and (B) Instructions on how a consumer may cancel his or her registration; (7) Printed advertisements and other printed promotional materials concerning the card or other purchasing mechanism or device do not expressly provide in bold and prominent type that: (A) The discounts are not insurance; and (B) The card or other purchasing mechanism or device contains a thirty-day cancellation period; or (8) Electronic advertisements and other electronic promotions concerning the card or other purchasing mechanism or device, including, but not limited to, radio, television, the internet, and telephone solicitations, do not expressly state in a prominent manner that: (A) The discounts are not insurance; and (B) A consumer has the right to cancel the registration within a thirty-day period under § 4-106-205 . Acts 1999, No. 1406, § 1; 2005, No. 875, § 2.

It shall be unlawful and a violation of this subchapter for any person to sell, market, promote, advertise, or otherwise distribute any card or other purchasing mechanism or device which is not insurance that purports to offer discounts or access to discounts from healthcare providers in health-related purchases if:

(1) The card or other purchasing mechanism or device does not expressly provide in bold and prominent type that the discounts are not insurance;

(2) The card or other purchasing mechanism or device does not expressly provide in bold and prominent type on the card or in a statement attached to the card that the consumer has the right to cancel his or her registration within thirty (30) days from the effective date of the card or other purchasing mechanism or device;

(3) The discounts are not specifically authorized by an individual and separate contract with each healthcare provider listed in conjunction with the card or other purchasing mechanism or device;

(4) The discounts or access to discounts offered or the range of discounts or access to the range of discounts offered are, regardless of the literal wording used: (A) Misleading; (B) Deceptive; or (C) Fraudulent;

(A) Misleading;

(B) Deceptive; or

(C) Fraudulent;

(5) The card or any advertisements for the card in any form include words or phrases that are commonly associated with the business of insurance, such as "health plan", "preexisting condition", or "coverage", in a way that could have a tendency to deceive the public into believing that the cards are a form of insurance;

(6) The contract for the card or other purchasing mechanism or device, or any other document that is provided to the consumer at the time the card or other purchasing mechanism or device is received, does not contain: (A) Information in bold and prominent type that a consumer has the right to cancel his or her registration within thirty (30) days from the effective date of the card or other purchasing mechanism or device; and (B) Instructions on how a consumer may cancel his or her registration;

(A) Information in bold and prominent type that a consumer has the right to cancel his or her registration within thirty (30) days from the effective date of the card or other purchasing mechanism or device; and

(B) Instructions on how a consumer may cancel his or her registration;

(7) Printed advertisements and other printed promotional materials concerning the card or other purchasing mechanism or device do not expressly provide in bold and prominent type that: (A) The discounts are not insurance; and (B) The card or other purchasing mechanism or device contains a thirty-day cancellation period; or

(A) The discounts are not insurance; and

(B) The card or other purchasing mechanism or device contains a thirty-day cancellation period; or

(8) Electronic advertisements and other electronic promotions concerning the card or other purchasing mechanism or device, including, but not limited to, radio, television, the internet, and telephone solicitations, do not expressly state in a prominent manner that: (A) The discounts are not insurance; and (B) A consumer has the right to cancel the registration within a thirty-day period under § 4-106-205 .

(A) The discounts are not insurance; and

(B) A consumer has the right to cancel the registration within a thirty-day period under § 4-106-205 .

Acts 1999, No. 1406, § 1; 2005, No. 875, § 2.
Ark. Code Ann. § 4-88-703 — AR Code / Title 4 / Chapter 88 / Subchapter 7 / Section 4-88-703
Regulation of unfair and deceptive acts and practices in connection with gift cards
Status: in_force

(a) A person shall not sell or issue a gift certificate, a store gift card, or a general use prepaid card that is subject to an expiration date earlier than two (2) years from the date of issuance or sale of the gift certificate, store gift card, or general use prepaid card. (b) A dormancy fee, an inactivity charge or fee, or a service fee shall not be charged on a gift certificate, a store gift card, or a general use prepaid card before two (2) years from the date of issuance or sale of the gift certificate, store gift card, or general use prepaid card. (c) Upon the expiration of the two-year time period referenced in subsection (b) of this section, a gift certificate, a store gift card, or a general use prepaid card may be subject to expiration or a postsale fee, including a service fee, a dormancy fee, an account maintenance fee, a cash-out fee, a gift card replacement fee, an activation fee, or a reactivation fee if the following disclosures are printed clearly in a conspicuous place on the front or back of the gift certificate, the store gift card, or the general use prepaid card in at least 10-point type: (1) The date on which the gift certificate, the store gift card, or the general use prepaid card expires; and (2) With respect to a postsale fee: (A) The amount of the fee; (B) The circumstances under which the fee will be imposed; (C) The frequency with which the fee will be imposed; and (D) Whether the fee is triggered by inactivity. (d) If the disclosures required by subsection (c) of this section are hidden by the packaging of the gift certificate, the store gift card, or the general use prepaid card, the seller or issuer shall give the purchaser a written statement of the disclosures before the gift certificate, the store gift card, or the general use prepaid card is sold or issued. (e) (1) If a gift certificate, a store gift card, or a general use prepaid card is sold or issued by electronic means, the seller or issuer shall include a conspicuous written statement of the information required by subsection (c) of this section in the electronic message offering the gift certificate, the store gift card, or the general use prepaid card. (2) If a gift certificate, a store gift card, or a general use prepaid card is sold or issued by telephonic means, the seller or issuer shall state the information required by subsection (c) of this section to the purchaser. (f) A term or condition disclosed under subsection (c) of this section shall not be changed after the date of purchase or issuance of the gift certificate, the store gift card, or the general use prepaid card unless the change benefits the holder of the gift certificate, the store gift card, or the general use prepaid card. Acts 2007, No. 304, § 1.

(a) A person shall not sell or issue a gift certificate, a store gift card, or a general use prepaid card that is subject to an expiration date earlier than two (2) years from the date of issuance or sale of the gift certificate, store gift card, or general use prepaid card.

(b) A dormancy fee, an inactivity charge or fee, or a service fee shall not be charged on a gift certificate, a store gift card, or a general use prepaid card before two (2) years from the date of issuance or sale of the gift certificate, store gift card, or general use prepaid card.

(c) Upon the expiration of the two-year time period referenced in subsection (b) of this section, a gift certificate, a store gift card, or a general use prepaid card may be subject to expiration or a postsale fee, including a service fee, a dormancy fee, an account maintenance fee, a cash-out fee, a gift card replacement fee, an activation fee, or a reactivation fee if the following disclosures are printed clearly in a conspicuous place on the front or back of the gift certificate, the store gift card, or the general use prepaid card in at least 10-point type: (1) The date on which the gift certificate, the store gift card, or the general use prepaid card expires; and (2) With respect to a postsale fee: (A) The amount of the fee; (B) The circumstances under which the fee will be imposed; (C) The frequency with which the fee will be imposed; and (D) Whether the fee is triggered by inactivity.

(1) The date on which the gift certificate, the store gift card, or the general use prepaid card expires; and

(2) With respect to a postsale fee: (A) The amount of the fee; (B) The circumstances under which the fee will be imposed; (C) The frequency with which the fee will be imposed; and (D) Whether the fee is triggered by inactivity.

(A) The amount of the fee;

(B) The circumstances under which the fee will be imposed;

(C) The frequency with which the fee will be imposed; and

(D) Whether the fee is triggered by inactivity.

(d) If the disclosures required by subsection (c) of this section are hidden by the packaging of the gift certificate, the store gift card, or the general use prepaid card, the seller or issuer shall give the purchaser a written statement of the disclosures before the gift certificate, the store gift card, or the general use prepaid card is sold or issued.

(e) (1) If a gift certificate, a store gift card, or a general use prepaid card is sold or issued by electronic means, the seller or issuer shall include a conspicuous written statement of the information required by subsection (c) of this section in the electronic message offering the gift certificate, the store gift card, or the general use prepaid card. (2) If a gift certificate, a store gift card, or a general use prepaid card is sold or issued by telephonic means, the seller or issuer shall state the information required by subsection (c) of this section to the purchaser.

(1) If a gift certificate, a store gift card, or a general use prepaid card is sold or issued by electronic means, the seller or issuer shall include a conspicuous written statement of the information required by subsection (c) of this section in the electronic message offering the gift certificate, the store gift card, or the general use prepaid card.

(2) If a gift certificate, a store gift card, or a general use prepaid card is sold or issued by telephonic means, the seller or issuer shall state the information required by subsection (c) of this section to the purchaser.

(f) A term or condition disclosed under subsection (c) of this section shall not be changed after the date of purchase or issuance of the gift certificate, the store gift card, or the general use prepaid card unless the change benefits the holder of the gift certificate, the store gift card, or the general use prepaid card.

Acts 2007, No. 304, § 1.
Ark. Code Ann. § 4-28-612 — AR Code / Title 4 / Chapter 28 / Subchapter 6 / Section 4-28-612
Service of process
Status: in_force

In an action or proceeding against an unincorporated nonprofit association, process may be served on an agent authorized by appointment to receive service of process, on a manager of the association, or in any other manner authorized by the law of this state. Acts 2011, No. 202, § 2.

In an action or proceeding against an unincorporated nonprofit association, process may be served on an agent authorized by appointment to receive service of process, on a manager of the association, or in any other manner authorized by the law of this state.

Acts 2011, No. 202, § 2.
Ark. Code Ann. § 4-28-619 — AR Code / Title 4 / Chapter 28 / Subchapter 6 / Section 4-28-619
Admission, suspension, dismissal, or expulsion of members
Status: in_force

(a) A person becomes a member and may be suspended, dismissed, or expelled in accordance with the association's governing principles. If there are no applicable governing principles, a person may become a member or be suspended, dismissed, or expelled from an association only by a vote of its members. A person may not be admitted as a member without the person's consent. (b) Unless the governing principles provide otherwise, the suspension, dismissal, or expulsion of a member does not relieve the member from any unpaid capital contribution, dues, assessments, fees, or other obligation incurred or commitment made by the member before the suspension, dismissal, or expulsion. Acts 2011, No. 202, § 2.

(a) A person becomes a member and may be suspended, dismissed, or expelled in accordance with the association's governing principles. If there are no applicable governing principles, a person may become a member or be suspended, dismissed, or expelled from an association only by a vote of its members. A person may not be admitted as a member without the person's consent.

(b) Unless the governing principles provide otherwise, the suspension, dismissal, or expulsion of a member does not relieve the member from any unpaid capital contribution, dues, assessments, fees, or other obligation incurred or commitment made by the member before the suspension, dismissal, or expulsion.

Acts 2011, No. 202, § 2.
Ark. Code Ann. § 4-46-504 — AR Code / Title 4 / Chapter 46 / Subchapter 5 / Section 4-46-504
Partner's transferable interest subject to charging order
Status: in_force

(a) On application by a judgment creditor of a partner or of a partner's transferee, a court having jurisdiction may charge the transferable interest of the judgment debtor to satisfy the judgment. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor in respect of the partnership and make all other orders, directions, accounts, and inquiries the judgment debtor might have made or which the circumstances of the case may require. (b) A charging order constitutes a lien on the judgment debtor's transferable interest in the partnership. The court may order a foreclosure of the interest subject to the charging order at any time. The purchaser at the foreclosure sale has the rights of a transferee. (c) At any time before foreclosure, an interest charged may be redeemed: (1) by the judgment debtor; (2) with property other than partnership property, by one or more of the other partners; or (3) with partnership property, by one or more of the other partners with the consent of all of the partners whose interests are not so charged. (d) This chapter does not deprive a partner of a right under exemption laws with respect to the partner's interest in the partnership. (e) This section provides the exclusive remedy by which a judgment creditor of a partner or partner's transferee may satisfy a judgment out of the judgment debtor's transferable interest in the partnership. Acts 1999, No. 1518, § 504.

(a) On application by a judgment creditor of a partner or of a partner's transferee, a court having jurisdiction may charge the transferable interest of the judgment debtor to satisfy the judgment. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor in respect of the partnership and make all other orders, directions, accounts, and inquiries the judgment debtor might have made or which the circumstances of the case may require.

(b) A charging order constitutes a lien on the judgment debtor's transferable interest in the partnership. The court may order a foreclosure of the interest subject to the charging order at any time. The purchaser at the foreclosure sale has the rights of a transferee.

(c) At any time before foreclosure, an interest charged may be redeemed: (1) by the judgment debtor; (2) with property other than partnership property, by one or more of the other partners; or (3) with partnership property, by one or more of the other partners with the consent of all of the partners whose interests are not so charged.

(1) by the judgment debtor;

(2) with property other than partnership property, by one or more of the other partners; or

(3) with partnership property, by one or more of the other partners with the consent of all of the partners whose interests are not so charged.

(d) This chapter does not deprive a partner of a right under exemption laws with respect to the partner's interest in the partnership.

(e) This section provides the exclusive remedy by which a judgment creditor of a partner or partner's transferee may satisfy a judgment out of the judgment debtor's transferable interest in the partnership.

Acts 1999, No. 1518, § 504.
Ark. Code Ann. § 4-28-224 — AR Code / Title 4 / Chapter 28 / Subchapter 2 / Section 4-28-224
Corporation's acceptance of votes
Status: in_force

(a) If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation, if acting in good faith, is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member. (b) If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the name of a member, the corporation, if acting in good faith, is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member if: (1) The member is an entity and the name signed purports to be that of an officer or agent of the entity; (2) The name signed purports to be that of an administrator, executor, guardian, or conservator representing the member and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment; (3) The name signed purports to be that of an attorney-in-fact of the member and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the member has been presented with respect to the vote, consent, waiver, or proxy appointment; or (4) Two (2) or more persons are the member as cotenants or fiduciaries and the name signed purports to be the name of at least one (1) of the co-owners and the person signing appears to be acting on behalf of all the co-owners. (c) The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the member. (d) The corporation and its officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section are not liable in damages to the member for the consequences of the acceptance or rejection. (e) Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise. Acts 1989, No. 672, § 2.

(a) If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation, if acting in good faith, is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member.

(b) If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the name of a member, the corporation, if acting in good faith, is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member if: (1) The member is an entity and the name signed purports to be that of an officer or agent of the entity; (2) The name signed purports to be that of an administrator, executor, guardian, or conservator representing the member and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment; (3) The name signed purports to be that of an attorney-in-fact of the member and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the member has been presented with respect to the vote, consent, waiver, or proxy appointment; or (4) Two (2) or more persons are the member as cotenants or fiduciaries and the name signed purports to be the name of at least one (1) of the co-owners and the person signing appears to be acting on behalf of all the co-owners.

(1) The member is an entity and the name signed purports to be that of an officer or agent of the entity;

(2) The name signed purports to be that of an administrator, executor, guardian, or conservator representing the member and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;

(3) The name signed purports to be that of an attorney-in-fact of the member and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the member has been presented with respect to the vote, consent, waiver, or proxy appointment; or

(4) Two (2) or more persons are the member as cotenants or fiduciaries and the name signed purports to be the name of at least one (1) of the co-owners and the person signing appears to be acting on behalf of all the co-owners.

(c) The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the member.

(d) The corporation and its officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section are not liable in damages to the member for the consequences of the acceptance or rejection.

(e) Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.

Acts 1989, No. 672, § 2.
Ark. Code Ann. § 4-27-404 — AR Code / Title 4 / Chapter 27 / Subchapter 4 / Section 4-27-404
Use of fictitious names
Status: in_force

(a) No corporation (domestic or foreign) shall conduct any business in this state under a fictitious name unless it first files with the Secretary of State, and, in case of a domestic corporation, with the county clerk of the county in which the corporation's registered office is located (unless it is located in Pulaski County), a form supplied or approved by the Secretary of State giving the following information: (1) The fictitious name under which business is being or will be conducted by the applicant corporation; (2) A brief statement of the character of business to be conducted under the fictitious name; (3) The corporate name, state of incorporation, and location (giving city and street address) of the registered office in the state of the applicant corporation. (b) Each such form shall be executed (without verification) in duplicate and filed with the Secretary of State. The Secretary of State shall retain one (1) counterpart; and the other counterpart, bearing the file marks of the Secretary of State, shall be returned to the corporation and, unless its registered office is in Pulaski County, filed by it with the county clerk. An index of such filings shall be maintained in each office. However, the Secretary of State shall not accept such filing unless the proposed fictitious name is distinguishable under § 4-27-401 upon the records of the Secretary of State from the name of any domestic corporation, or any foreign corporation authorized to do business in the state or any name reserved or registered under §§ 4-27-402 and 4-27-403 . (c) Copies of such filed forms, certified by the respective filing officers, shall be admitted in evidence where the question of filing may be material. (d) If, after a filing hereunder, the applicant corporation is dissolved, or (being a foreign corporation) surrenders or forfeits its rights to do business in Arkansas or (whether a domestic or foreign corporation) ceases to do business in Arkansas under the specified fictitious name, such corporation shall be obligated to file in each of the offices aforesaid a cancellation of its privilege hereunder. If such cancellation is not filed, the Secretary of State, upon satisfactory evidence, may cancel such privilege; in which event such cancellation shall be certified by the Secretary of State to the county clerk, who will file the same without fee. (e) If a corporation which has not filed hereunder has heretofore or shall hereafter become a party to any contract, deed, conveyance, assignment or instrument of encumbrance in which such corporation is referred to exclusively by a fictitious name, the obligations imposed upon such corporation under said instrument and the right sought to be conferred upon third parties thereunder may be enforced against it; but the rights accruing to such corporation under said instrument may not be enforced by the corporation in the courts of this state until it complies with this section and pays to the Treasurer of State a civil penalty of three hundred dollars ($300); and in any suit by a corporation upon an instrument executed on or after midnight, December 31, 1987, which identifies it exclusively by a fictitious name, the corporation shall be required to allege compliance with this section. (f) Compliance with this section does not give a corporation an exclusive right to the use of the fictitious name; and the registration of a fictitious name hereunder will not bar the use of the same name as the corporate name of any domestic corporation or any foreign corporation authorized to do business in this state. But this chapter is not intended to bar any aggrieved party, in such a situation, from applying for equitable relief under principles of fair trade law. Amended by Act 2023, No. 256,§ 6, eff. 8/1/2023. Acts 1987, No. 958, § 64-404; 1997, No. 399, § 2.

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

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

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

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

(b) Each such form shall be executed (without verification) in duplicate and filed with the Secretary of State. The Secretary of State shall retain one (1) counterpart; and the other counterpart, bearing the file marks of the Secretary of State, shall be returned to the corporation and, unless its registered office is in Pulaski County, filed by it with the county clerk. An index of such filings shall be maintained in each office. However, the Secretary of State shall not accept such filing unless the proposed fictitious name is distinguishable under § 4-27-401 upon the records of the Secretary of State from the name of any domestic corporation, or any foreign corporation authorized to do business in the state or any name reserved or registered under §§ 4-27-402 and 4-27-403 .

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

(d) If, after a filing hereunder, the applicant corporation is dissolved, or (being a foreign corporation) surrenders or forfeits its rights to do business in Arkansas or (whether a domestic or foreign corporation) ceases to do business in Arkansas under the specified fictitious name, such corporation shall be obligated to file in each of the offices aforesaid a cancellation of its privilege hereunder. If such cancellation is not filed, the Secretary of State, upon satisfactory evidence, may cancel such privilege; in which event such cancellation shall be certified by the Secretary of State to the county clerk, who will file the same without fee.

(e) If a corporation which has not filed hereunder has heretofore or shall hereafter become a party to any contract, deed, conveyance, assignment or instrument of encumbrance in which such corporation is referred to exclusively by a fictitious name, the obligations imposed upon such corporation under said instrument and the right sought to be conferred upon third parties thereunder may be enforced against it; but the rights accruing to such corporation under said instrument may not be enforced by the corporation in the courts of this state until it complies with this section and pays to the Treasurer of State a civil penalty of three hundred dollars ($300); and in any suit by a corporation upon an instrument executed on or after midnight, December 31, 1987, which identifies it exclusively by a fictitious name, the corporation shall be required to allege compliance with this section.

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

Amended by Act 2023, No. 256,§ 6, eff. 8/1/2023.

Acts 1987, No. 958, § 64-404; 1997, No. 399, § 2.
Ark. Code Ann. § 4-46-601 — AR Code / Title 4 / Chapter 46 / Subchapter 6 / Section 4-46-601
Events causing partner's dissociation
Status: in_force

A partner is dissociated from a partnership upon the occurrence of any of the following events: (1) the partnership's having notice of the partner's express will to withdraw as a partner or on a later date specified by the partner; (2) an event agreed to in the partnership agreement as causing the partner's dissociation; (3) the partner's expulsion pursuant to the partnership agreement; (4) the partner's expulsion by the unanimous vote of the other partners if: (i) it is unlawful to carry on the partnership business with that partner; (ii) there has been a transfer of all or substantially all of that partner's transferable interest in the partnership, other than a transfer for security purposes, or a court order charging the partner's interest, which has not been foreclosed; (iii) within 90 days after the partnership notifies a corporate partner that it will be expelled because it has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the certificate of dissolution or no reinstatement of its charter or its right to conduct business; or (iv) a partnership that is a partner has been dissolved and its business is being wound up; (5) on application by the partnership or another partner, the partner's expulsion by judicial determination because: (i) the partner engaged in wrongful conduct that adversely and materially affected the partnership business; (ii) the partner willfully or persistently committed a material breach of the partnership agreement or of a duty owed to the partnership or the other partners under § 4-46-404 ; or (iii) the partner engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with the partner; (6) the partner's: (i) becoming a debtor in bankruptcy; (ii) executing an assignment for the benefit of creditors; (iii) seeking, consenting to, or acquiescing in the appointment of a trustee, receiver, or liquidator of that partner or of all or substantially all of that partner's property; or (iv) failing, within 90 days after the appointment, to have vacated or stayed the appointment of a trustee, receiver, or liquidator of the partner or of all or substantially all of the partner's property obtained without the partner's consent or acquiescence, or failing within 90 days after the expiration of a stay to have the appointment vacated; (7) in the case of a partner who is an individual: (i) the partner's death; (ii) the appointment of a guardian or general conservator for the partner; or (iii) a judicial determination that the partner has otherwise become incapable of performing the partner's duties under the partnership agreement; (8) in the case of a partner that is a trust or is acting as a partner by virtue of being a trustee of a trust, distribution of the trust's entire transferable interest in the partnership, but not merely by reason of the substitution of a successor trustee; (9) in the case of a partner that is an estate or is acting as a partner by virtue of being a personal representative of an estate, distribution of the estate's entire transferable interest in the partnership, but not merely by reason of the substitution of a successor personal representative; or (10) termination of a partner who is not an individual, partnership, corporation, trust, or estate. Acts 1999, No. 1518, § 601.

A partner is dissociated from a partnership upon the occurrence of any of the following events:

(1) the partnership's having notice of the partner's express will to withdraw as a partner or on a later date specified by the partner;

(2) an event agreed to in the partnership agreement as causing the partner's dissociation;

(3) the partner's expulsion pursuant to the partnership agreement;

(4) the partner's expulsion by the unanimous vote of the other partners if: (i) it is unlawful to carry on the partnership business with that partner; (ii) there has been a transfer of all or substantially all of that partner's transferable interest in the partnership, other than a transfer for security purposes, or a court order charging the partner's interest, which has not been foreclosed; (iii) within 90 days after the partnership notifies a corporate partner that it will be expelled because it has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the certificate of dissolution or no reinstatement of its charter or its right to conduct business; or (iv) a partnership that is a partner has been dissolved and its business is being wound up;

(i) it is unlawful to carry on the partnership business with that partner;

(ii) there has been a transfer of all or substantially all of that partner's transferable interest in the partnership, other than a transfer for security purposes, or a court order charging the partner's interest, which has not been foreclosed;

(iii) within 90 days after the partnership notifies a corporate partner that it will be expelled because it has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the certificate of dissolution or no reinstatement of its charter or its right to conduct business; or

(iv) a partnership that is a partner has been dissolved and its business is being wound up;

(5) on application by the partnership or another partner, the partner's expulsion by judicial determination because: (i) the partner engaged in wrongful conduct that adversely and materially affected the partnership business; (ii) the partner willfully or persistently committed a material breach of the partnership agreement or of a duty owed to the partnership or the other partners under § 4-46-404 ; or (iii) the partner engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with the partner;

(i) the partner engaged in wrongful conduct that adversely and materially affected the partnership business;

(ii) the partner willfully or persistently committed a material breach of the partnership agreement or of a duty owed to the partnership or the other partners under § 4-46-404 ; or

(iii) the partner engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with the partner;

(6) the partner's: (i) becoming a debtor in bankruptcy; (ii) executing an assignment for the benefit of creditors; (iii) seeking, consenting to, or acquiescing in the appointment of a trustee, receiver, or liquidator of that partner or of all or substantially all of that partner's property; or (iv) failing, within 90 days after the appointment, to have vacated or stayed the appointment of a trustee, receiver, or liquidator of the partner or of all or substantially all of the partner's property obtained without the partner's consent or acquiescence, or failing within 90 days after the expiration of a stay to have the appointment vacated;

(i) becoming a debtor in bankruptcy;

(ii) executing an assignment for the benefit of creditors;

(iii) seeking, consenting to, or acquiescing in the appointment of a trustee, receiver, or liquidator of that partner or of all or substantially all of that partner's property; or

(iv) failing, within 90 days after the appointment, to have vacated or stayed the appointment of a trustee, receiver, or liquidator of the partner or of all or substantially all of the partner's property obtained without the partner's consent or acquiescence, or failing within 90 days after the expiration of a stay to have the appointment vacated;

(7) in the case of a partner who is an individual: (i) the partner's death; (ii) the appointment of a guardian or general conservator for the partner; or (iii) a judicial determination that the partner has otherwise become incapable of performing the partner's duties under the partnership agreement;

(i) the partner's death;

(ii) the appointment of a guardian or general conservator for the partner; or

(iii) a judicial determination that the partner has otherwise become incapable of performing the partner's duties under the partnership agreement;

(8) in the case of a partner that is a trust or is acting as a partner by virtue of being a trustee of a trust, distribution of the trust's entire transferable interest in the partnership, but not merely by reason of the substitution of a successor trustee;

(9) in the case of a partner that is an estate or is acting as a partner by virtue of being a personal representative of an estate, distribution of the estate's entire transferable interest in the partnership, but not merely by reason of the substitution of a successor personal representative; or

(10) termination of a partner who is not an individual, partnership, corporation, trust, or estate.

Acts 1999, No. 1518, § 601.
Ark. Code Ann. § 4-26-705 — AR Code / Title 4 / Chapter 26 / Subchapter 7 / Section 4-26-705
Shareholders' meetings - Quorum - Adjournment
Status: in_force

(a) (1) Unless otherwise provided in the articles of incorporation, a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders, but in no event shall a quorum consist of less than one-third (1/3) of the shares entitled to vote at the meeting. (2) If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by this chapter or the articles of incorporation or bylaws. (b) (1) (A) In the absence of a quorum at the opening of any meeting of the shareholders, the meeting may be adjourned by the vote of a majority of the shares entitled to vote at the meeting which are represented at the meeting by the holders thereof in person or by proxy. (B) Any adjourned meeting may be readjourned in like manner. (2) (A) When any one (1) adjournment is for thirty (30) days or more, a fifteen-day notice of the adjourned meeting shall be given by mailing as provided in § 4-26-703 . (B) When any one (1) adjournment is for less than thirty (30) days, it is not necessary, unless the bylaws provide otherwise, to give notice of the time and place of the adjourned meeting or of the business to be transacted there other than by announcement at the meeting at which the adjournment is taken. Acts 1965, No. 576, § 34; A.S.A. 1947, § 64-218.

(a) (1) Unless otherwise provided in the articles of incorporation, a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders, but in no event shall a quorum consist of less than one-third (1/3) of the shares entitled to vote at the meeting. (2) If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by this chapter or the articles of incorporation or bylaws.

(1) Unless otherwise provided in the articles of incorporation, a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders, but in no event shall a quorum consist of less than one-third (1/3) of the shares entitled to vote at the meeting.

(2) If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by this chapter or the articles of incorporation or bylaws.

(b) (1) (A) In the absence of a quorum at the opening of any meeting of the shareholders, the meeting may be adjourned by the vote of a majority of the shares entitled to vote at the meeting which are represented at the meeting by the holders thereof in person or by proxy. (B) Any adjourned meeting may be readjourned in like manner. (2) (A) When any one (1) adjournment is for thirty (30) days or more, a fifteen-day notice of the adjourned meeting shall be given by mailing as provided in § 4-26-703 . (B) When any one (1) adjournment is for less than thirty (30) days, it is not necessary, unless the bylaws provide otherwise, to give notice of the time and place of the adjourned meeting or of the business to be transacted there other than by announcement at the meeting at which the adjournment is taken.

(1) (A) In the absence of a quorum at the opening of any meeting of the shareholders, the meeting may be adjourned by the vote of a majority of the shares entitled to vote at the meeting which are represented at the meeting by the holders thereof in person or by proxy. (B) Any adjourned meeting may be readjourned in like manner.

(A) In the absence of a quorum at the opening of any meeting of the shareholders, the meeting may be adjourned by the vote of a majority of the shares entitled to vote at the meeting which are represented at the meeting by the holders thereof in person or by proxy.

(B) Any adjourned meeting may be readjourned in like manner.

(2) (A) When any one (1) adjournment is for thirty (30) days or more, a fifteen-day notice of the adjourned meeting shall be given by mailing as provided in § 4-26-703 . (B) When any one (1) adjournment is for less than thirty (30) days, it is not necessary, unless the bylaws provide otherwise, to give notice of the time and place of the adjourned meeting or of the business to be transacted there other than by announcement at the meeting at which the adjournment is taken.

(A) When any one (1) adjournment is for thirty (30) days or more, a fifteen-day notice of the adjourned meeting shall be given by mailing as provided in § 4-26-703 .

(B) When any one (1) adjournment is for less than thirty (30) days, it is not necessary, unless the bylaws provide otherwise, to give notice of the time and place of the adjourned meeting or of the business to be transacted there other than by announcement at the meeting at which the adjournment is taken.

Acts 1965, No. 576, § 34; A.S.A. 1947, § 64-218.
Ark. Code Ann. § 4-29-403 — AR Code / Title 4 / Chapter 29 / Subchapter 4 / Section 4-29-403
Dentist-patient relationship unaltered
Status: in_force

This subchapter does not alter any law applicable to the relationship between a dentist furnishing dental service and a person receiving the service, including liability arising out of the service. Acts 1961, No. 471, § 15; A.S.A. 1947, § 64-1815.

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

Acts 1961, No. 471, § 15; A.S.A. 1947, § 64-1815.
Ark. Code Ann. § 4-31-201 — AR Code / Title 4 / Chapter 31 / Subchapter 2 / Section 4-31-201
Permitted activities generally
Status: in_force

Any foreign mutual savings bank, foreign mutual savings fund society, national banking association, foreign bank and trust company, or foreign insurance company, or any foreign corporation of which all the capital stock, except directors' qualifying shares, is owned by one (1) or more of the above-named organizations, shall not be considered to be transacting or engaging in business in this state by reason of carrying on in this state any of the following activities if the organization is not organized under the laws of this state and does not maintain a place of business within this state: (1) The acquisition or making of loans, or participation or interests therein, secured by deeds of trust, mortgages, or mortgage notes on real property situated in Arkansas pursuant to commitment agreements or arrangements made prior to or following the origination or creation of the loans; (2) The making, directly or through or in participation with national or state banks having their banking offices in this state or other Arkansas concerns engaged within this state in the business of making or servicing such loans, of loans secured by such mortgages or mortgage notes, or loans secured by assignments or pledges of obligations secured by such mortgages or mortgage notes; (3) The ownership, modification, renewals, extensions, transfers, or foreclosure of those loans, mortgages, or mortgage notes, or the acceptance of substitute or additional obligators thereon; (4) The maintenance of bank accounts in national or state banks having their banking offices within this state in connection with the collection or servicing of those loans, mortgages, or mortgage notes; (5) The maintenance of depositary or pledge-holder agreements or arrangements with national or state banks having their banking offices within this state in connection with the taking of assignments or pledges of such loans, mortgages, or mortgage notes; (6) The making, collection, and servicing of those loans, mortgages, or mortgage notes directly or through an Arkansas concern engaged in the business within this state of servicing real estate loans; (7) The taking of deeds to the mortgaged property for a reasonable period of time either in lieu of foreclosure or for the purpose of transferring title either to the Federal Housing Administration or to the Department of Veterans Affairs as the insurer or guarantor; (8) The acquisition of title to real property for a reasonable period of time under foreclosure sale or from the owner in lieu of foreclosure; (9) The management, rental, maintenance, and sale, or the operating, maintaining, renting, or otherwise dealing with, selling, or disposing of real property acquired under foreclosure sale or by agreement in lieu thereof; (10) The maintaining or defending of any actions or suits relating to those loans, deeds of trust, mortgages, mortgage notes, agreements, or other arrangements or activities referred to herein or incidental thereto; and (11) The physical inspection and appraisal of real property in Arkansas as security for mortgage notes or mortgages and negotiations for those loans. Acts 1989, No. 947, § 2.

Any foreign mutual savings bank, foreign mutual savings fund society, national banking association, foreign bank and trust company, or foreign insurance company, or any foreign corporation of which all the capital stock, except directors' qualifying shares, is owned by one (1) or more of the above-named organizations, shall not be considered to be transacting or engaging in business in this state by reason of carrying on in this state any of the following activities if the organization is not organized under the laws of this state and does not maintain a place of business within this state:

(1) The acquisition or making of loans, or participation or interests therein, secured by deeds of trust, mortgages, or mortgage notes on real property situated in Arkansas pursuant to commitment agreements or arrangements made prior to or following the origination or creation of the loans;

(2) The making, directly or through or in participation with national or state banks having their banking offices in this state or other Arkansas concerns engaged within this state in the business of making or servicing such loans, of loans secured by such mortgages or mortgage notes, or loans secured by assignments or pledges of obligations secured by such mortgages or mortgage notes;

(3) The ownership, modification, renewals, extensions, transfers, or foreclosure of those loans, mortgages, or mortgage notes, or the acceptance of substitute or additional obligators thereon;

(4) The maintenance of bank accounts in national or state banks having their banking offices within this state in connection with the collection or servicing of those loans, mortgages, or mortgage notes;

(5) The maintenance of depositary or pledge-holder agreements or arrangements with national or state banks having their banking offices within this state in connection with the taking of assignments or pledges of such loans, mortgages, or mortgage notes;

(6) The making, collection, and servicing of those loans, mortgages, or mortgage notes directly or through an Arkansas concern engaged in the business within this state of servicing real estate loans;

(7) The taking of deeds to the mortgaged property for a reasonable period of time either in lieu of foreclosure or for the purpose of transferring title either to the Federal Housing Administration or to the Department of Veterans Affairs as the insurer or guarantor;

(8) The acquisition of title to real property for a reasonable period of time under foreclosure sale or from the owner in lieu of foreclosure;

(9) The management, rental, maintenance, and sale, or the operating, maintaining, renting, or otherwise dealing with, selling, or disposing of real property acquired under foreclosure sale or by agreement in lieu thereof;

(10) The maintaining or defending of any actions or suits relating to those loans, deeds of trust, mortgages, mortgage notes, agreements, or other arrangements or activities referred to herein or incidental thereto; and

(11) The physical inspection and appraisal of real property in Arkansas as security for mortgage notes or mortgages and negotiations for those loans.

Acts 1989, No. 947, § 2.
Ark. Code Ann. § 4-28-216 — AR Code / Title 4 / Chapter 28 / Subchapter 2 / Section 4-28-216
Powers of Secretary of State
Status: in_force

(a) The Secretary of State may propound to any corporation, domestic or foreign, subject to the provisions of the Arkansas Nonprofit Corporation Act, §§ 4-28-201 - 4-28-206 and 4-28-209 - 4-28-224 , and to any officer or director thereof, such interrogatories as may be reasonably necessary and proper to enable him or her to ascertain whether the corporation has complied with all the provisions of the Arkansas Nonprofit Corporation Act, §§ 4-28-201 - 4-28-206 and 4-28-209 - 4-28-224 . (b) The Secretary of State shall have such other power and authority reasonably necessary to enable him or her to administer the Arkansas Nonprofit Corporation Act, §§ 4-28-201 - 4-28-206 and 4-28-209 - 4-28-224 , efficiently and to perform the duties imposed upon him or her by the Arkansas Nonprofit Corporation Act, §§ 4-28-201 - 4-28-206 and 4-28-209 - 4-28-224 . Acts 1963, No. 176, § 17; A.S.A. 1947, § 64-1917.

(a) The Secretary of State may propound to any corporation, domestic or foreign, subject to the provisions of the Arkansas Nonprofit Corporation Act, §§ 4-28-201 - 4-28-206 and 4-28-209 - 4-28-224 , and to any officer or director thereof, such interrogatories as may be reasonably necessary and proper to enable him or her to ascertain whether the corporation has complied with all the provisions of the Arkansas Nonprofit Corporation Act, §§ 4-28-201 - 4-28-206 and 4-28-209 - 4-28-224 .

(b) The Secretary of State shall have such other power and authority reasonably necessary to enable him or her to administer the Arkansas Nonprofit Corporation Act, §§ 4-28-201 - 4-28-206 and 4-28-209 - 4-28-224 , efficiently and to perform the duties imposed upon him or her by the Arkansas Nonprofit Corporation Act, §§ 4-28-201 - 4-28-206 and 4-28-209 - 4-28-224 .

Acts 1963, No. 176, § 17; A.S.A. 1947, § 64-1917.
Ark. Code Ann. § 4-112-111 — AR Code / Title 4 / Chapter 112 / Section 4-112-111
Notice
Status: in_force

At any time that a consumer is required to receive a summary of rights required under 15 U.S.C. § 1681g(c) , as it existed on January 1, 2009, the following notice shall be included: "Arkansas Consumers Have the Right to Obtain a Security Freeze. You have the right to place a "security freeze" on your credit report, which will prohibit a consumer reporting agency from releasing information in your credit report without your express authorization. The security freeze is designed to prevent credit, loans, and services from being approved in your name without your consent. However, you should be aware that using a security freeze to take control over who gets access to the personal and financial information in your credit report may delay, interfere with, or prohibit the timely approval of any subsequent request or application you make regarding a new loan, credit, mortgage, government services or payments, rental housing, employment, investment, license, cellular phone, utilities, digital signature, internet credit card transaction, or other services, including an extension of credit at point of sale. When you place a security freeze on your credit report, you will be provided a personal identification number or password to use if you choose to remove the security freeze on your credit report or authorize the release of your credit report for a period of time after the security freeze is in place. To provide that authorization you must contact the consumer reporting agency by one (1) of the methods that it requires and provide all of the following: (1) Your personal identification number or password; (2) Proper identification to verify your identity; and (3) The proper information regarding the period of time for which the credit report shall be available. A consumer reporting agency must authorize the release of your credit report for a period of time within fifteen (15) minutes or as soon as practical if good cause exists for the delay, and must remove a security freeze no later than three (3) business days after receiving all of the above items by any method that the consumer reporting agency allows. A security freeze does not apply to a person or an entity, or its affiliates, or collection agencies acting on behalf of the person or entity with which you have an existing account that requests information in your credit report for the purposes of reviewing or collecting the account. Reviewing the account includes activities related to account maintenance, monitoring, credit line increases, and account upgrades and enhancements. You have a right to bring a civil action against anyone, including a consumer reporting agency, that willfully or negligently fails to comply with any requirement of the Arkansas Consumer Report Security Freeze Act. A consumer reporting agency has the right to charge you up to five dollars ($5.00) to place a security freeze on your credit report, to temporarily lift a security freeze on your credit report, or to remove a security freeze from your credit report. However, you shall not be charged any fee if you are at least sixty-five (65) years of age or if you are a victim of identity theft and have submitted, in conjunction with the security freeze request, a copy of a valid investigative report or incident report or complaint with a law enforcement agency alleging the unlawful use of your identifying information by another person.". Acts 2007, No. 391, § 1; 2009, No. 223, § 1.

At any time that a consumer is required to receive a summary of rights required under 15 U.S.C. § 1681g(c) , as it existed on January 1, 2009, the following notice shall be included:

"Arkansas Consumers Have the Right to Obtain a Security Freeze.

You have the right to place a "security freeze" on your credit report, which will prohibit a consumer reporting agency from releasing information in your credit report without your express authorization. The security freeze is designed to prevent credit, loans, and services from being approved in your name without your consent. However, you should be aware that using a security freeze to take control over who gets access to the personal and financial information in your credit report may delay, interfere with, or prohibit the timely approval of any subsequent request or application you make regarding a new loan, credit, mortgage, government services or payments, rental housing, employment, investment, license, cellular phone, utilities, digital signature, internet credit card transaction, or other services, including an extension of credit at point of sale.

When you place a security freeze on your credit report, you will be provided a personal identification number or password to use if you choose to remove the security freeze on your credit report or authorize the release of your credit report for a period of time after the security freeze is in place. To provide that authorization you must contact the consumer reporting agency by one (1) of the methods that it requires and provide all of the following:

(1) Your personal identification number or password;

(2) Proper identification to verify your identity; and

(3) The proper information regarding the period of time for which the credit report shall be available. A consumer reporting agency must authorize the release of your credit report for a period of time within fifteen (15) minutes or as soon as practical if good cause exists for the delay, and must remove a security freeze no later than three (3) business days after receiving all of the above items by any method that the consumer reporting agency allows. A security freeze does not apply to a person or an entity, or its affiliates, or collection agencies acting on behalf of the person or entity with which you have an existing account that requests information in your credit report for the purposes of reviewing or collecting the account. Reviewing the account includes activities related to account maintenance, monitoring, credit line increases, and account upgrades and enhancements. You have a right to bring a civil action against anyone, including a consumer reporting agency, that willfully or negligently fails to comply with any requirement of the Arkansas Consumer Report Security Freeze Act. A consumer reporting agency has the right to charge you up to five dollars ($5.00) to place a security freeze on your credit report, to temporarily lift a security freeze on your credit report, or to remove a security freeze from your credit report. However, you shall not be charged any fee if you are at least sixty-five (65) years of age or if you are a victim of identity theft and have submitted, in conjunction with the security freeze request, a copy of a valid investigative report or incident report or complaint with a law enforcement agency alleging the unlawful use of your identifying information by another person.".

A consumer reporting agency must authorize the release of your credit report for a period of time within fifteen (15) minutes or as soon as practical if good cause exists for the delay, and must remove a security freeze no later than three (3) business days after receiving all of the above items by any method that the consumer reporting agency allows.

A security freeze does not apply to a person or an entity, or its affiliates, or collection agencies acting on behalf of the person or entity with which you have an existing account that requests information in your credit report for the purposes of reviewing or collecting the account. Reviewing the account includes activities related to account maintenance, monitoring, credit line increases, and account upgrades and enhancements.

You have a right to bring a civil action against anyone, including a consumer reporting agency, that willfully or negligently fails to comply with any requirement of the Arkansas Consumer Report Security Freeze Act.

A consumer reporting agency has the right to charge you up to five dollars ($5.00) to place a security freeze on your credit report, to temporarily lift a security freeze on your credit report, or to remove a security freeze from your credit report. However, you shall not be charged any fee if you are at least sixty-five (65) years of age or if you are a victim of identity theft and have submitted, in conjunction with the security freeze request, a copy of a valid investigative report or incident report or complaint with a law enforcement agency alleging the unlawful use of your identifying information by another person.".

Acts 2007, No. 391, § 1; 2009, No. 223, § 1.
Ark. Code Ann. § 4-38-1106 — AR Code / Title 4 / Chapter 38 / Subchapter 11 / Section 4-38-1106
Confidentiality
Status: in_force

All member information contained in an annual report or in an annual franchise tax report shall be confidential and not available for public inspection, except: (1) the name and address of the limited liability company; (2) the registered agent of the limited liability company; and (3) the state where the limited liability company is registered to do business. Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.

All member information contained in an annual report or in an annual franchise tax report shall be confidential and not available for public inspection, except:

(1) the name and address of the limited liability company;

(2) the registered agent of the limited liability company; and

(3) the state where the limited liability company is registered to do business.

Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Ark. Code Ann. § 4-90-415 — AR Code / Title 4 / Chapter 90 / Subchapter 4 / Section 4-90-415
Enforcement - Exclusivity - Costs and expenses
Status: in_force

(a) A consumer may bring a civil action to enforce this subchapter in a court of competent jurisdiction. (b) This subchapter does not limit the rights and remedies that are otherwise available to a consumer under any applicable provisions of law. (c) A consumer who prevails in any legal proceeding under this subchapter is entitled to recover as part of the judgment a sum equal to the aggregate amount of costs and expenses, including attorney's fees based upon actual time expended by the attorney, determined by the court to have been reasonably incurred by the consumer for or in connection with the commencement and prosecution of the action. Acts 1993, No. 285, §§ 17-19; 1993, No. 297, §§ 17-19.

(a) A consumer may bring a civil action to enforce this subchapter in a court of competent jurisdiction.

(b) This subchapter does not limit the rights and remedies that are otherwise available to a consumer under any applicable provisions of law.

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

Acts 1993, No. 285, §§ 17-19; 1993, No. 297, §§ 17-19.
Ark. Code Ann. § 4-47-304 — AR Code / Title 4 / Chapter 47 / Subchapter 3 / Section 4-47-304
Right of limited partner and former limited partner to information
Status: in_force

(a) On 10 days' demand, made in a record received by the limited partnership, a limited partner may inspect and copy required information during regular business hours in the limited partnership's designated office. The limited partner need not have any particular purpose for seeking the information. (b) During regular business hours and at a reasonable location specified by the limited partnership, a limited partner may obtain from the limited partnership and inspect and copy true and full information regarding the state of the activities and financial condition of the limited partnership and other information regarding the activities of the limited partnership as is just and reasonable if: (1) the limited partner seeks the information for a purpose reasonably related to the partner's interest as a limited partner; (2) the limited partner makes a demand in a record received by the limited partnership, describing with reasonable particularity the information sought and the purpose for seeking the information; and (3) the information sought is directly connected to the limited partner's purpose. (c) Within 10 days after receiving a demand pursuant to subsection (b), the limited partnership in a record shall inform the limited partner that made the demand: (1) what information the limited partnership will provide in response to the demand; (2) when and where the limited partnership will provide the information; and (3) if the limited partnership declines to provide any demanded information, the limited partnership's reasons for declining. (d) Subject to subsection (f), a person dissociated as a limited partner may inspect and copy required information during regular business hours in the limited partnership's designated office if: (1) the information pertains to the period during which the person was a limited partner; (2) the person seeks the information in good faith; and (3) the person meets the requirements of subsection (b). (e) The limited partnership shall respond to a demand made pursuant to subsection (d) in the same manner as provided in subsection (c). (f) If a limited partner dies, § 4-47-704 applies. (g) The limited partnership may impose reasonable restrictions on the use of information obtained under this section. In a dispute concerning the reasonableness of a restriction under this subsection, the limited partnership has the burden of proving reasonableness. (h) A limited partnership may charge a person that makes a demand under this section reasonable costs of copying, limited to the costs of labor and material. (i) Whenever this chapter or a partnership agreement provides for a limited partner to give or withhold consent to a matter, before the consent is given or withheld, the limited partnership shall, without demand, provide the limited partner with all information material to the limited partner's decision that the limited partnership knows. (j) A limited partner or person dissociated as a limited partner may exercise the rights under this section through an attorney or other agent. Any restriction imposed under subsection (g) or by the partnership agreement applies both to the attorney or other agent and to the limited partner or person dissociated as a limited partner. (k) The rights stated in this section do not extend to a person as transferee, but may be exercised by the legal representative of an individual under legal disability who is a limited partner or person dissociated as a limited partner. Acts 2007, No. 15, § 1; 2007, No. 638, § 63; 2009, No. 814, §§ 11, 12.

(a) On 10 days' demand, made in a record received by the limited partnership, a limited partner may inspect and copy required information during regular business hours in the limited partnership's designated office. The limited partner need not have any particular purpose for seeking the information.

(b) During regular business hours and at a reasonable location specified by the limited partnership, a limited partner may obtain from the limited partnership and inspect and copy true and full information regarding the state of the activities and financial condition of the limited partnership and other information regarding the activities of the limited partnership as is just and reasonable if: (1) the limited partner seeks the information for a purpose reasonably related to the partner's interest as a limited partner; (2) the limited partner makes a demand in a record received by the limited partnership, describing with reasonable particularity the information sought and the purpose for seeking the information; and (3) the information sought is directly connected to the limited partner's purpose.

(1) the limited partner seeks the information for a purpose reasonably related to the partner's interest as a limited partner;

(2) the limited partner makes a demand in a record received by the limited partnership, describing with reasonable particularity the information sought and the purpose for seeking the information; and

(3) the information sought is directly connected to the limited partner's purpose.

(c) Within 10 days after receiving a demand pursuant to subsection (b), the limited partnership in a record shall inform the limited partner that made the demand: (1) what information the limited partnership will provide in response to the demand; (2) when and where the limited partnership will provide the information; and (3) if the limited partnership declines to provide any demanded information, the limited partnership's reasons for declining.

(1) what information the limited partnership will provide in response to the demand;

(2) when and where the limited partnership will provide the information; and

(3) if the limited partnership declines to provide any demanded information, the limited partnership's reasons for declining.

(d) Subject to subsection (f), a person dissociated as a limited partner may inspect and copy required information during regular business hours in the limited partnership's designated office if: (1) the information pertains to the period during which the person was a limited partner; (2) the person seeks the information in good faith; and (3) the person meets the requirements of subsection (b).

(1) the information pertains to the period during which the person was a limited partner;

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

(3) the person meets the requirements of subsection (b).

(e) The limited partnership shall respond to a demand made pursuant to subsection (d) in the same manner as provided in subsection (c).

(f) If a limited partner dies, § 4-47-704 applies.

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

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

(i) Whenever this chapter or a partnership agreement provides for a limited partner to give or withhold consent to a matter, before the consent is given or withheld, the limited partnership shall, without demand, provide the limited partner with all information material to the limited partner's decision that the limited partnership knows.

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

(k) The rights stated in this section do not extend to a person as transferee, but may be exercised by the legal representative of an individual under legal disability who is a limited partner or person dissociated as a limited partner.

Acts 2007, No. 15, § 1; 2007, No. 638, § 63; 2009, No. 814, §§ 11, 12.
Ark. Code Ann. § 4-18-332 — AR Code / Title 4 / Chapter 18 / Subchapter 3 / Section 4-18-332
Bushel of apples - Lawful measure
Status: in_force

(a) A box nine inches (9") deep, twelve inches (12") wide, and twenty inches (20") long constitutes a lawful bushel measure for apples. (b) Any person violating the provisions of this section is guilty of a misdemeanor and upon conviction shall be assessed a civil penalty consistent with § 4-18-323 . Acts 2005, No. 914, § 5.

(a) A box nine inches (9") deep, twelve inches (12") wide, and twenty inches (20") long constitutes a lawful bushel measure for apples.

(b) Any person violating the provisions of this section is guilty of a misdemeanor and upon conviction shall be assessed a civil penalty consistent with § 4-18-323 .

Acts 2005, No. 914, § 5.
Ark. Code Ann. § 4-75-1403 — AR Code / Title 4 / Chapter 75 / Subchapter 14 / Section 4-75-1403
Food delivery platform - Prohibitions
Status: in_force

A food delivery platform shall not arrange for the delivery of a food order from a food facility without first entering into an agreement with the food facility expressly authorizing the food delivery platform to take food orders and deliver food orders prepared by the food facility to consumers. Added by Act 2021, No. 969,§ 1, eff. 1/1/2022.

A food delivery platform shall not arrange for the delivery of a food order from a food facility without first entering into an agreement with the food facility expressly authorizing the food delivery platform to take food orders and deliver food orders prepared by the food facility to consumers.

Added by Act 2021, No. 969,§ 1, eff. 1/1/2022.
Ark. Code Ann. § 4-72-403 — AR Code / Title 4 / Chapter 72 / Subchapter 4 / Section 4-72-403
Remedies for cancellation, termination, etc., of contract
Status: in_force

If any petroleum products supplier shall cancel or otherwise terminate any franchise in violation of the provisions of this subchapter, the petroleum products distributor whose franchise is cancelled, or otherwise terminated, shall have a cause of action against the petroleum products supplier for specific performance, injunctive relief, or for actual damages sustained by the plaintiff as a result of the termination of the franchise, including ascertainable loss of good will as a result of the termination of the franchise. However, any action brought by a petroleum products distributor against a supplier for wrongful termination of a franchise shall be commenced within two (2) years after the wrongful termination. Acts 1975, No. 470, § 3; A.S.A. 1947, § 53-1003.

If any petroleum products supplier shall cancel or otherwise terminate any franchise in violation of the provisions of this subchapter, the petroleum products distributor whose franchise is cancelled, or otherwise terminated, shall have a cause of action against the petroleum products supplier for specific performance, injunctive relief, or for actual damages sustained by the plaintiff as a result of the termination of the franchise, including ascertainable loss of good will as a result of the termination of the franchise. However, any action brought by a petroleum products distributor against a supplier for wrongful termination of a franchise shall be commenced within two (2) years after the wrongful termination.

Acts 1975, No. 470, § 3; A.S.A. 1947, § 53-1003.
Ark. Code Ann. § 4-38-106 — AR Code / Title 4 / Chapter 38 / Subchapter 1 / Section 4-38-106
Operating agreement - Effect on limited liability company and person becoming member - Preformation agreements
Status: in_force

(a) A limited liability company is bound by and may enforce the operating agreement, whether or not the company has itself manifested assent to the operating agreement. (b) A person that becomes a member is deemed to assent to the operating agreement. (c) Two or more persons intending to become the initial members of a limited liability company may make an agreement providing that upon the formation of the company the agreement will become the operating agreement. One person intending to become the initial member of a limited liability company may assent to terms providing that upon the formation of the company the terms will become the operating agreement. Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.

(a) A limited liability company is bound by and may enforce the operating agreement, whether or not the company has itself manifested assent to the operating agreement.

(b) A person that becomes a member is deemed to assent to the operating agreement.

(c) Two or more persons intending to become the initial members of a limited liability company may make an agreement providing that upon the formation of the company the agreement will become the operating agreement. One person intending to become the initial member of a limited liability company may assent to terms providing that upon the formation of the company the terms will become the operating agreement.

Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Ark. Code Ann. § 4-88-1301 — AR Code / Title 4 / Chapter 88 / Subchapter 13 / Section 4-88-1301
Title
Status: in_force

This subchapter shall be known and may be cited as the "Protection of Minors from Distribution of Harmful Material Act". Added by Act 2023, No. 612,§ 1, eff. 8/1/2023.

This subchapter shall be known and may be cited as the "Protection of Minors from Distribution of Harmful Material Act".

Added by Act 2023, No. 612,§ 1, eff. 8/1/2023.
Ark. Code Ann. § 4-106-204 — AR Code / Title 4 / Chapter 106 / Subchapter 2 / Section 4-106-204
Construction
Status: in_force

Nothing in this subchapter shall be construed to apply to eye or vision care services, glasses, or contact lenses provided by an optometrist or ophthalmologist. Acts 1999, No. 1406, § 4.

Nothing in this subchapter shall be construed to apply to eye or vision care services, glasses, or contact lenses provided by an optometrist or ophthalmologist.

Acts 1999, No. 1406, § 4.
Ark. Code Ann. § 4-75-706 — AR Code / Title 4 / Chapter 75 / Subchapter 7 / Section 4-75-706
Director of Arkansas Tobacco Control - Powers and duties
Status: in_force

(a) (1) The Director of Arkansas Tobacco Control may prescribe, adopt, and enforce rules relating to the administration and enforcement of this subchapter. (2) (A) The director may undertake and make or cause to be made one (1) or more cost surveys for the state or a trading area as he or she shall define, and when the cost survey is made by or approved by the director, it is permissible to use the cost survey as provided in § 4-75-711(b) . (B) The director may also investigate price fixing. (3) The director may revoke or suspend the permit issued under this subchapter of any person who refuses or neglects to comply with this subchapter or any rule of the director prescribed under this subchapter. (b) Whenever any person fails to comply with this subchapter or any rule of the director promulgated under this subchapter, the Arkansas Tobacco Control Board, upon a hearing, after giving the person ten (10) days' notice in writing specifying the time and place of the hearing and requiring the person to show cause why his or her permit should not be revoked, may revoke or suspend the permit held by the person. (c) Any ruling, order, or decision of the board shall be subject to review, as provided by law, in the Pulaski County Circuit Court or any court of competent jurisdiction in the county in which the person affected resides or does business. Amended by Act 2019, No. 1071,§ 2, eff. 7/24/2019. Acts 1951, No. 101, § 12; A.S.A. 1947, § 70-612; Acts 1999, No. 1237, § 2; 2009, No. 785, § 2.

(a) (1) The Director of Arkansas Tobacco Control may prescribe, adopt, and enforce rules relating to the administration and enforcement of this subchapter. (2) (A) The director may undertake and make or cause to be made one (1) or more cost surveys for the state or a trading area as he or she shall define, and when the cost survey is made by or approved by the director, it is permissible to use the cost survey as provided in § 4-75-711(b) . (B) The director may also investigate price fixing. (3) The director may revoke or suspend the permit issued under this subchapter of any person who refuses or neglects to comply with this subchapter or any rule of the director prescribed under this subchapter.

(1) The Director of Arkansas Tobacco Control may prescribe, adopt, and enforce rules relating to the administration and enforcement of this subchapter.

(2) (A) The director may undertake and make or cause to be made one (1) or more cost surveys for the state or a trading area as he or she shall define, and when the cost survey is made by or approved by the director, it is permissible to use the cost survey as provided in § 4-75-711(b) . (B) The director may also investigate price fixing.

(A) The director may undertake and make or cause to be made one (1) or more cost surveys for the state or a trading area as he or she shall define, and when the cost survey is made by or approved by the director, it is permissible to use the cost survey as provided in § 4-75-711(b) .

(B) The director may also investigate price fixing.

(3) The director may revoke or suspend the permit issued under this subchapter of any person who refuses or neglects to comply with this subchapter or any rule of the director prescribed under this subchapter.

(b) Whenever any person fails to comply with this subchapter or any rule of the director promulgated under this subchapter, the Arkansas Tobacco Control Board, upon a hearing, after giving the person ten (10) days' notice in writing specifying the time and place of the hearing and requiring the person to show cause why his or her permit should not be revoked, may revoke or suspend the permit held by the person.

(c) Any ruling, order, or decision of the board shall be subject to review, as provided by law, in the Pulaski County Circuit Court or any court of competent jurisdiction in the county in which the person affected resides or does business.

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

Acts 1951, No. 101, § 12; A.S.A. 1947, § 70-612; Acts 1999, No. 1237, § 2; 2009, No. 785, § 2.
Ark. Code Ann. § 4-28-217 — AR Code / Title 4 / Chapter 28 / Subchapter 2 / Section 4-28-217
Rules by state agencies applicable
Status: in_force

(a) If any nonprofit corporation established under the Arkansas Nonprofit Corporation Act, §§ 4-28-201 - 4-28-206 and 4-28-209 - 4-28-224 , engages in any activity controlled or regulated by any officer, agency, or department of this state, the activity shall be conducted in compliance with the laws and such rules as may be promulgated by the officer, agency, or department. (b) For the purpose of furthering the organization and operation of any nonprofit corporation as authorized by the Arkansas Nonprofit Corporation Act, §§ 4-28-201 - 4-28-206 and 4-28-209 - 4-28-224 , any such officer, agency, or department of this state may issue necessary permits and licenses to the corporations and regulate the use of the permits and licenses as may be required for the operation of the corporations. Amended by Act 2019, No. 315,§ 110, eff. 7/24/2019. Acts 1963, No. 176, § 16; A.S.A. 1947, § 64-1916.

(a) If any nonprofit corporation established under the Arkansas Nonprofit Corporation Act, §§ 4-28-201 - 4-28-206 and 4-28-209 - 4-28-224 , engages in any activity controlled or regulated by any officer, agency, or department of this state, the activity shall be conducted in compliance with the laws and such rules as may be promulgated by the officer, agency, or department.

(b) For the purpose of furthering the organization and operation of any nonprofit corporation as authorized by the Arkansas Nonprofit Corporation Act, §§ 4-28-201 - 4-28-206 and 4-28-209 - 4-28-224 , any such officer, agency, or department of this state may issue necessary permits and licenses to the corporations and regulate the use of the permits and licenses as may be required for the operation of the corporations.

Amended by Act 2019, No. 315,§ 110, eff. 7/24/2019.

Acts 1963, No. 176, § 16; A.S.A. 1947, § 64-1916.
Ark. Code Ann. § 4-104-201 — AR Code / Title 4 / Chapter 104 / Subchapter 2 / Section 4-104-201
Definitions
Status: in_force

As used in this subchapter: (1) "Credit card" means: (A) Any card, plate, or other single credit device that may be used from time to time to obtain credit. (B) Checks and similar instruments that can be used only once to obtain a single credit extension are not credit cards; (2) "Credit card issuer" means: (A) Any person or entity who issues a credit card; or (B) The employee or agent of the person or entity, with respect to the card; (3) "Institution of higher education" means any public or private university, college, technical college, or community college located in Arkansas; and (4) "Person" means any natural person, firm, association, organization, partnership, corporation, or company, or any combination thereof. Acts 1999, No. 1328, § 1.

As used in this subchapter:

(1) "Credit card" means: (A) Any card, plate, or other single credit device that may be used from time to time to obtain credit. (B) Checks and similar instruments that can be used only once to obtain a single credit extension are not credit cards;

(A) Any card, plate, or other single credit device that may be used from time to time to obtain credit.

(B) Checks and similar instruments that can be used only once to obtain a single credit extension are not credit cards;

(2) "Credit card issuer" means: (A) Any person or entity who issues a credit card; or (B) The employee or agent of the person or entity, with respect to the card;

(A) Any person or entity who issues a credit card; or

(B) The employee or agent of the person or entity, with respect to the card;

(3) "Institution of higher education" means any public or private university, college, technical college, or community college located in Arkansas; and

(4) "Person" means any natural person, firm, association, organization, partnership, corporation, or company, or any combination thereof.

Acts 1999, No. 1328, § 1.
Ark. Code Ann. § 4-18-322 — AR Code / Title 4 / Chapter 18 / Subchapter 3 / Section 4-18-322
Prohibited acts
Status: in_force

(a) No person shall: (1) Use or have in possession for use in commerce any incorrect weight or measure; (2) Sell or offer for sale for use in commerce any incorrect weight or measure; (3) Remove any tag, seal, decal, or mark from any weight or measure without specific written authorization from the proper authority; (4) Hinder or obstruct any weights and measures official or registered service agent in the performance of his or her duties; (5) Violate any provisions of this subchapter or regulations promulgated under it; (6) Sell or offer for sale any weight or measure for use in commerce, unless it bears an Arkansas Bureau of Standards approved seal or decal, if the seal or decal is applicable to the weight or measure; (7) Neglect or refuse to exhibit a weight or measure under the person's control or in the person's possession to any weights and measures official or a registered service agent for inspection, examination, or testing as required by law; (8) Perform an annual inspection, examination, or test on a weight or measure if that person is not a weights and measures official or a registered service agent; (9) Impersonate in any way the Director of the Arkansas Bureau of Standards, the Deputy Director of the Arkansas Bureau of Standards, any one of the investigators, or a registered agent of the bureau by the use of a seal or decal, or in any other manner; or (10) Violate any provision of this subchapter or rules promulgated under § 4-18-328 . (b) A person may be prosecuted for a violation of this subchapter notwithstanding the existence of any other valid general or specific act of this state dealing with matters that may be the same as or similar to those covered by this subchapter. Acts 2001, No. 587, § 22; 2003, No. 112, § 4; 2005, No. 914, § 2.

(a) No person shall: (1) Use or have in possession for use in commerce any incorrect weight or measure; (2) Sell or offer for sale for use in commerce any incorrect weight or measure; (3) Remove any tag, seal, decal, or mark from any weight or measure without specific written authorization from the proper authority; (4) Hinder or obstruct any weights and measures official or registered service agent in the performance of his or her duties; (5) Violate any provisions of this subchapter or regulations promulgated under it; (6) Sell or offer for sale any weight or measure for use in commerce, unless it bears an Arkansas Bureau of Standards approved seal or decal, if the seal or decal is applicable to the weight or measure; (7) Neglect or refuse to exhibit a weight or measure under the person's control or in the person's possession to any weights and measures official or a registered service agent for inspection, examination, or testing as required by law; (8) Perform an annual inspection, examination, or test on a weight or measure if that person is not a weights and measures official or a registered service agent; (9) Impersonate in any way the Director of the Arkansas Bureau of Standards, the Deputy Director of the Arkansas Bureau of Standards, any one of the investigators, or a registered agent of the bureau by the use of a seal or decal, or in any other manner; or (10) Violate any provision of this subchapter or rules promulgated under § 4-18-328 .

(1) Use or have in possession for use in commerce any incorrect weight or measure;

(2) Sell or offer for sale for use in commerce any incorrect weight or measure;

(3) Remove any tag, seal, decal, or mark from any weight or measure without specific written authorization from the proper authority;

(4) Hinder or obstruct any weights and measures official or registered service agent in the performance of his or her duties;

(5) Violate any provisions of this subchapter or regulations promulgated under it;

(6) Sell or offer for sale any weight or measure for use in commerce, unless it bears an Arkansas Bureau of Standards approved seal or decal, if the seal or decal is applicable to the weight or measure;

(7) Neglect or refuse to exhibit a weight or measure under the person's control or in the person's possession to any weights and measures official or a registered service agent for inspection, examination, or testing as required by law;

(8) Perform an annual inspection, examination, or test on a weight or measure if that person is not a weights and measures official or a registered service agent;

(9) Impersonate in any way the Director of the Arkansas Bureau of Standards, the Deputy Director of the Arkansas Bureau of Standards, any one of the investigators, or a registered agent of the bureau by the use of a seal or decal, or in any other manner; or

(10) Violate any provision of this subchapter or rules promulgated under § 4-18-328 .

(b) A person may be prosecuted for a violation of this subchapter notwithstanding the existence of any other valid general or specific act of this state dealing with matters that may be the same as or similar to those covered by this subchapter.

Acts 2001, No. 587, § 22; 2003, No. 112, § 4; 2005, No. 914, § 2.
Ark. Code Ann. § 4-38-911 — AR Code / Title 4 / Chapter 38 / Subchapter 9 / Section 4-38-911
Withdrawal of registration of registered foreign limited liability company
Status: in_force

(a) A registered foreign limited liability company may withdraw its registration by delivering a statement of withdrawal to the Secretary of State for filing. The statement of withdrawal must state: (1) the name of the company and its jurisdiction of formation; (2) that the company is not doing business in this state and that it withdraws its registration to do business in this state; (3) that the company revokes the authority of its registered agent to accept service on its behalf in this state; and (4) an address to which service of process may be made under subsection (b). (b) After the withdrawal of the registration of a foreign limited liability company, service of process in any action or proceeding based on a cause of action arising during the time the company was registered to do business in this state may be made pursuant to § 4-38-119 . Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.

(a) A registered foreign limited liability company may withdraw its registration by delivering a statement of withdrawal to the Secretary of State for filing. The statement of withdrawal must state: (1) the name of the company and its jurisdiction of formation; (2) that the company is not doing business in this state and that it withdraws its registration to do business in this state; (3) that the company revokes the authority of its registered agent to accept service on its behalf in this state; and (4) an address to which service of process may be made under subsection (b).

(1) the name of the company and its jurisdiction of formation;

(2) that the company is not doing business in this state and that it withdraws its registration to do business in this state;

(3) that the company revokes the authority of its registered agent to accept service on its behalf in this state; and

(4) an address to which service of process may be made under subsection (b).

(b) After the withdrawal of the registration of a foreign limited liability company, service of process in any action or proceeding based on a cause of action arising during the time the company was registered to do business in this state may be made pursuant to § 4-38-119 .

Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.
Ark. Code Ann. § 4-36-201 — AR Code / Title 4 / Chapter 36 / Subchapter 2 / Section 4-36-201
Corporate purposes
Status: in_force

(a) A benefit corporation shall have a purpose of creating a general public benefit and it is in addition to its purpose under § 4-36-103(a)(5) . (b) (1) The articles of incorporation of a benefit corporation may identify one (1) or more specific public benefits that it is the purpose of the benefit corporation to pursue in addition to its purposes under § 4-36-103(a)(5) and subsection (a) of this section. (2) The identification of a specific public benefit under this subsection does not limit the obligation of a benefit corporation under subsection (a) of this section. (c) The creation of a general public benefit and a specific public benefit under subsections (a) and (b) of this section is in the best interests of the benefit corporation. (d) (1) A benefit corporation may amend its articles of incorporation to add, amend, or delete the identification of a specific public benefit that it is the purpose of the benefit corporation to pursue. (2) To be effective, the amendment shall be adopted by at least the minimum status vote. (e) A professional corporation that is a benefit corporation does not violate the Arkansas Professional Corporation Act, § 4-29-201 et seq., by having the purpose to pursue a general public benefit or a specific public benefit. Added by Act 2013, No. 1388,§ 1, eff. 8/16/2013.

(a) A benefit corporation shall have a purpose of creating a general public benefit and it is in addition to its purpose under § 4-36-103(a)(5) .

(b) (1) The articles of incorporation of a benefit corporation may identify one (1) or more specific public benefits that it is the purpose of the benefit corporation to pursue in addition to its purposes under § 4-36-103(a)(5) and subsection (a) of this section. (2) The identification of a specific public benefit under this subsection does not limit the obligation of a benefit corporation under subsection (a) of this section.

(1) The articles of incorporation of a benefit corporation may identify one (1) or more specific public benefits that it is the purpose of the benefit corporation to pursue in addition to its purposes under § 4-36-103(a)(5) and subsection (a) of this section.

(2) The identification of a specific public benefit under this subsection does not limit the obligation of a benefit corporation under subsection (a) of this section.

(c) The creation of a general public benefit and a specific public benefit under subsections (a) and (b) of this section is in the best interests of the benefit corporation.

(d) (1) A benefit corporation may amend its articles of incorporation to add, amend, or delete the identification of a specific public benefit that it is the purpose of the benefit corporation to pursue. (2) To be effective, the amendment shall be adopted by at least the minimum status vote.

(1) A benefit corporation may amend its articles of incorporation to add, amend, or delete the identification of a specific public benefit that it is the purpose of the benefit corporation to pursue.

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

(e) A professional corporation that is a benefit corporation does not violate the Arkansas Professional Corporation Act, § 4-29-201 et seq., by having the purpose to pursue a general public benefit or a specific public benefit.

Added by Act 2013, No. 1388,§ 1, eff. 8/16/2013.
Ark. Code Ann. § 4-26-801 — AR Code / Title 4 / Chapter 26 / Subchapter 8 / Section 4-26-801
Board of directors generally
Status: in_force

(a) All corporate powers shall be exercised by or under the authority of, and the business and affairs of a corporation shall be managed under the direction of, its board of directors, subject to any limitation set forth in the articles of incorporation. (b) Directors need not be residents of this state or shareholders of the corporation unless the articles of incorporation or bylaws so require. The articles of incorporation or bylaws may prescribe other qualifications for directors. (c) The board of directors shall have authority to fix the compensation of directors unless otherwise provided in the articles of incorporation. (d) Directors may not vote by proxy. Acts 1965, No. 576, § 36; A.S.A. 1947, § 64-301; Acts 1987, No. 323, § 2.

(a) All corporate powers shall be exercised by or under the authority of, and the business and affairs of a corporation shall be managed under the direction of, its board of directors, subject to any limitation set forth in the articles of incorporation.

(b) Directors need not be residents of this state or shareholders of the corporation unless the articles of incorporation or bylaws so require. The articles of incorporation or bylaws may prescribe other qualifications for directors.

(c) The board of directors shall have authority to fix the compensation of directors unless otherwise provided in the articles of incorporation.

(d) Directors may not vote by proxy.

Acts 1965, No. 576, § 36; A.S.A. 1947, § 64-301; Acts 1987, No. 323, § 2.
Ark. Code Ann. § 4-26-105 — AR Code / Title 4 / Chapter 26 / Subchapter 1 / Section 4-26-105
Waiver of notice
Status: in_force

(a) Whenever any notice is required to be given to any shareholder or director of a corporation under the provisions of this chapter or under the provisions of the articles of incorporation or bylaws of the corporation, a waiver in writing signed by the person or persons entitled to the notice, whether before or after the time stated therein shall be equivalent to the giving of the notice. (b) The attendance of any shareholder or director at a meeting without protesting, prior to or at the commencement of the meeting, the lack of proper notice shall be deemed to be a waiver by him or her of notice of the meeting. Acts 1965, No. 576, § 43; A.S.A. 1947, § 64-116.

(a) Whenever any notice is required to be given to any shareholder or director of a corporation under the provisions of this chapter or under the provisions of the articles of incorporation or bylaws of the corporation, a waiver in writing signed by the person or persons entitled to the notice, whether before or after the time stated therein shall be equivalent to the giving of the notice.

(b) The attendance of any shareholder or director at a meeting without protesting, prior to or at the commencement of the meeting, the lack of proper notice shall be deemed to be a waiver by him or her of notice of the meeting.

Acts 1965, No. 576, § 43; A.S.A. 1947, § 64-116.
Ark. Code Ann. § 4-114-101 — AR Code / Title 4 / Chapter 114 / Section 4-114-101
Title
Status: in_force

This chapter shall be known and may be cited as the "Service Contracts Act". Acts 2007, No. 656, § 1.

This chapter shall be known and may be cited as the "Service Contracts Act".

Acts 2007, No. 656, § 1.
Ark. Code Ann. § 4-27-304 — AR Code / Title 4 / Chapter 27 / Subchapter 3 / Section 4-27-304
Ultra vires
Status: in_force

(a) Except as provided in subsection (b) of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act. (b) A corporation's power to act may be challenged: (1) in a proceeding by a shareholder against the corporation to enjoin the act; (2) in a proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or (3) in a proceeding by the Attorney General under § 4-27-1430 . (c) In a shareholder's proceeding under subsection (b)(1) of this section to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties in the proceeding, and may award damages for loss (other than anticipated profits) suffered by the corporation or another party because of enjoining the unauthorized act. Acts 1987, No. 958, § 64-304.

(a) Except as provided in subsection (b) of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.

(b) A corporation's power to act may be challenged: (1) in a proceeding by a shareholder against the corporation to enjoin the act; (2) in a proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or (3) in a proceeding by the Attorney General under § 4-27-1430 .

(1) in a proceeding by a shareholder against the corporation to enjoin the act;

(2) in a proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or

(3) in a proceeding by the Attorney General under § 4-27-1430 .

(c) In a shareholder's proceeding under subsection (b)(1) of this section to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties in the proceeding, and may award damages for loss (other than anticipated profits) suffered by the corporation or another party because of enjoining the unauthorized act.

Acts 1987, No. 958, § 64-304.
Ark. Code Ann. § 4-59-202 — AR Code / Title 4 / Chapter 59 / Subchapter 2 / Section 4-59-202
Insolvency
Status: in_force

(a) A debtor is insolvent if, at a fair valuation, the sum of the debtor's debts is greater than the sum of the debtor's assets. (b) A debtor that is generally not paying the debtor's debts as they become due, other than as a result of a bona fide dispute, is presumed to be insolvent. The presumption imposes on the party against which the presumption is directed the burden of proving that the nonexistence of insolvency is more probable than its existence. (c) Assets under this section do not include property that has been transferred, concealed, or removed with intent to hinder, delay, or defraud creditors or that has been transferred in a manner making the transfer voidable under this subchapter. (d) Debts under this section do not include an obligation to the extent it is secured by a valid lien on property of the debtor not included as an asset. Amended by Act 2017, No. 1086,§ 1, eff. 8/1/2017. Acts 1987, No. 967, § 2.

(a) A debtor is insolvent if, at a fair valuation, the sum of the debtor's debts is greater than the sum of the debtor's assets.

(b) A debtor that is generally not paying the debtor's debts as they become due, other than as a result of a bona fide dispute, is presumed to be insolvent. The presumption imposes on the party against which the presumption is directed the burden of proving that the nonexistence of insolvency is more probable than its existence.

(c) Assets under this section do not include property that has been transferred, concealed, or removed with intent to hinder, delay, or defraud creditors or that has been transferred in a manner making the transfer voidable under this subchapter.

(d) Debts under this section do not include an obligation to the extent it is secured by a valid lien on property of the debtor not included as an asset.

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

Acts 1987, No. 967, § 2.