reglab/housing_qa huggingface dataset:
AR Code § 4-32-1209 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 32 - Small Business Entity Tax Pass Through Act|Subchapter 12 - Conversion and Merger|§ 4-32-1209. Effect of merger

 (a) When a merger becomes effective:  (1) The surviving organization continues or comes into existence;  (2) Each constituent organization that merges into the surviving organization ceases to exist as a separate entity;  (3) All property owned by each constituent organization that ceases to exist vests in the surviving organization;  (4) All debts, liabilities, and other obligations of each constituent organization that ceases to exist continue as obligations of the surviving organization;  (5) An action or proceeding pending by or against a constituent organization that ceases to exist may continue as if the merger had not occurred;  (6) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization;  (7) Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect;  (8) Except as otherwise agreed, if a constituent limited liability company ceases to exist, the merger does not dissolve the limited liability company under § 4-32-901 et seq.; and  (9) Any amendments provided for in the articles of merger for the organizational documents of the surviving organization become effective.    (b)  (1) A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by a constituent organization if before the merger the constituent organization was subject to suit in this state on the obligation.  (2) A surviving organization that is a foreign organization and not authorized to transact business in this state may be served with process under § 4-20-113 if the surviving organization:  (A) Fails to appoint an agent for service of process under § 4-20-112;  (B) No longer has an agent for service of process; or  (C) Has an agent for service of process that cannot with reasonable diligence be served.
AR Code § 4-32-1210 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 32 - Small Business Entity Tax Pass Through Act|Subchapter 12 - Conversion and Merger|§ 4-32-1210. Chapter not exclusive

 This chapter does not preclude an entity from being converted or merged under other law.
AR Code § 4-32-1302 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 32 - Small Business Entity Tax Pass Through Act|Subchapter 13 - Miscellaneous|§ 4-32-1302. Appeal from Secretary of State's refusal to file document

 (a) If the Secretary of State refused to file a document delivered to his or her office for filing, the domestic or foreign limited liability company may appeal the refusal within thirty (30) days after the return of the document to the Pulaski County Circuit Court. The appeal is commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the Secretary of State's explanation of his or her refusal to file.  (b) The court may summarily order the Secretary of State to file the document or take other action the court considers appropriate.  (c) The court's final decision may be appealed as in other civil proceedings.
AR Code § 4-32-1303 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 32 - Small Business Entity Tax Pass Through Act|Subchapter 13 - Miscellaneous|§ 4-32-1303. Definition of knowledge

 A person has “knowledge” of a fact within the meaning of this chapter not only when he or she has actual knowledge thereof, but also when he or she has knowledge of such other facts as in the circumstances shows bad faith.
AR Code § 4-32-1304 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 32 - Small Business Entity Tax Pass Through Act|Subchapter 13 - Miscellaneous|§ 4-32-1304. Rules of construction

 (a) It is the policy of this chapter to give maximum effect to the principle of freedom of contract and to the enforceability of operating agreements.  (b) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.  (c) Rules that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter.  (d) Neither this chapter nor any amendment of this chapter shall be construed so as to impair the obligations of any contract existing when the chapter or amendment goes into effect, nor to affect any action or proceedings begun or right accrued before the chapter or amendment takes effect.
AR Code § 4-32-1305 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 32 - Small Business Entity Tax Pass Through Act|Subchapter 13 - Miscellaneous|§ 4-32-1305. Powers of Secretary of State

 The Secretary of State has the power reasonably necessary to perform the duties required of him or her by this chapter.
AR Code § 4-32-1306 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 32 - Small Business Entity Tax Pass Through Act|Subchapter 13 - Miscellaneous|§ 4-32-1306. Severability

 If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter which can be given effect without the invalid provision or application. To this end, the provisions of this chapter are severable.
AR Code § 4-32-1307 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 32 - Small Business Entity Tax Pass Through Act|Subchapter 13 - Miscellaneous|§ 4-32-1307. Interstate application

 A limited liability company organized and existing under this chapter may conduct its business, carry on its operations, and have and exercise the powers granted by this chapter in any state or foreign country.
AR Code § 4-32-1308 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 32 - Small Business Entity Tax Pass Through Act|Subchapter 13 - Miscellaneous|§ 4-32-1308. Filing requirements

 (a) A document must satisfy the requirements of this section, and of any other section that adds to or varies from these requirements, to be entitled to filing by the Secretary of State.  (b) This chapter must require or permit filing the document in the office of the Secretary of State.  (c) The document must contain the information required by this chapter. It may contain other information as well.  (d) The document must be typewritten or printed.  (e) The document must be in the English language. A limited liability company or foreign limited liability company name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of foreign limited liability companies need not be in English if accompanied by a reasonably authenticated English translation.  (f) The document must be executed:  (1) The original signed copy, together with a duplicate copy that may either be a signed, photocopied, or conformed copy, of any document required to be filed pursuant to this chapter, shall be delivered to the Secretary of State. When the Secretary of State determines that the documents conform to the filing provisions of this chapter and when all required filing fees, taxes, license fees, or penalties required by this chapter or other law have been paid, the Secretary of State shall:  (A) Have endorsed on each signed original and duplicate copy the word “filed” and the date and time of the documents' acceptance for filing;  (B) Retain the signed original in the Secretary of State's file; and  (C) Return the duplicate copy to the person who filed it or the person's representative.    (2) If at the time any documents are delivered for filing, the Secretary of State is unable to make the determination required for filing, the documents are deemed to have been filed at the time of delivery if the Secretary of State subsequently determines that:  (A) The documents as delivered conform to the filing provisions of this chapter; and  (B) The documents have been brought into conformance within twenty (20) days after notification of nonperformance is given by the Secretary of State to the person who delivered the documents for filing or that person's representative.    (3) If the filing and determination requirements of this chapter are not satisfied within the time prescribed in subdivision (f)(2)(B) of this section, the documents shall not be filed.  (4) A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth day after the date it is filed.
AR Code § 4-32-1309 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 32 - Small Business Entity Tax Pass Through Act|Subchapter 13 - Miscellaneous|§ 4-32-1309. Correcting filed document

 (a) A domestic or foreign limited liability company may correct a document filed by the Secretary of State if the document:  (1) Contains an incorrect statement; or  (2) Was defectively executed, attested, sealed, verified, or acknowledged.    (b) A document is corrected:  (1) By preparing articles of correction that:  (A) Describe the document, including its filing date, or attach a copy of it to the articles;  (B) Specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and  (C) Correct the incorrect statement or defective execution; and    (2) By delivering the articles to the Secretary of State for filing.    (c) Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed.
AR Code § 4-32-1310 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 32 - Small Business Entity Tax Pass Through Act|Subchapter 13 - Miscellaneous|§ 4-32-1310. Evidentiary effect of copy of filed document

 A certificate attached to a copy of a document filed by the Secretary of State, bearing his or her signature, which may be in facsimile, and the seal of this state, is conclusive evidence that the original document is on file with the Secretary of State.
AR Code § 4-32-1311 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 32 - Small Business Entity Tax Pass Through Act|Subchapter 13 - Miscellaneous|§ 4-32-1311. Certificate of existence

 (a) Anyone may apply to the Secretary of State to furnish a certificate of existence for a domestic limited liability company or a certificate of authorization for a foreign limited liability company.  (b) A certificate of existence or authorization sets forth:  (1) The domestic limited liability company name or the foreign limited liability company's corporate name used in this state;  (2) Either:  (A) That the domestic limited liability company is duly formed under the laws of this state, the date of its formation, and the period of its duration; or  (B) That the foreign limited liability company is authorized to transact business in this state;    (3) That all fees, taxes, and penalties owed to this state have been paid if:  (A) Payment is reflected in the records of the Secretary of State; and  (B) Nonpayment affects the existence or authorization of the domestic or foreign limited liability company.    (4) That articles of dissolution have not been filed; and  (5) Other facts of record in the office of the Secretary of State that may be requested by the applicant.    (c) Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the Secretary of State may be relied upon as conclusive evidence that the domestic or foreign limited liability company is in existence or is authorized to transact business in this state.
AR Code § 4-32-1312 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 32 - Small Business Entity Tax Pass Through Act|Subchapter 13 - Miscellaneous|§ 4-32-1312. Penalty for signing false documents

 (a) A person commits an offense if he or she signs a document he or she knows is false in any material respect with intent that the document be delivered to the Secretary of State for filing.  (b) An offense under this section is a Class C misdemeanor.
AR Code § 4-32-1313 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 32 - Small Business Entity Tax Pass Through Act|Subchapter 13 - Miscellaneous|§ 4-32-1313. Tax status

 A limited liability company and its member or members shall be classified and taxed for Arkansas income tax purposes in the same manner as the limited liability company and its member or members are classified and taxed for federal income tax purposes.
AR Code § 4-32-1314 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 32 - Small Business Entity Tax Pass Through Act|Subchapter 13 - Miscellaneous|§ 4-32-1314. Governing law

 (a) The liability of members, managers, employees, and agents of a limited liability company organized and existing under this chapter shall at all times be determined solely and exclusively by this chapter and the laws of this state.  (b) If a conflict arises between the law of this state and the laws of any other jurisdiction with regard to the liability of a member, manager, employee, or agent of a limited liability company organized and existing under this chapter for the debts, obligations, and liabilities of the limited liability company, or for the acts or omissions of another member, manager, employee, or agent of the limited liability company, this chapter and the laws of this state shall govern in determining such liability.
AR Code § 4-32-1315 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 32 - Small Business Entity Tax Pass Through Act|Subchapter 13 - Miscellaneous|§ 4-32-1315. Full faith and credit

 It is the intent of the legislature that the legal existence of limited liability companies organized under this chapter be recognized outside the boundaries of this state and that, subject to any reasonable requirement of registration, a domestic limited liability company transacting business outside this state be granted full faith and credit under the United States Constitution, Article IV, § 1.
AR Code § 4-32-1316 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 32 - Small Business Entity Tax Pass Through Act|Subchapter 13 - Miscellaneous|§ 4-32-1316. Repealer

 All laws and parts of laws in conflict with the provisions of this chapter are hereby repealed. Furthermore, the laws of this state relating to the establishment and regulation of professional service are hereby amended and superseded to the extent such laws are inconsistent as to form of organization with the provisions of this chapter, and are deemed amended to permit the provisions of professional service within this state by limited liability companies. By way of example and not by way of limitation of the foregoing, §§ 17-12-702 and 16-114-302 presently apply to persons, partnerships, and corporations and shall hereafter be deemed to apply to persons, partnerships, corporations, and limited liability companies.
AR Code § 4-32-1401 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 32 - Small Business Entity Tax Pass Through Act|Subchapter 14 - Medical or Dental Limited Liability Company|§ 4-32-1401. Certification of registration

 (a) A limited liability company formed under this chapter and that will engage in the practice of medicine must obtain a certificate of registration from the Arkansas State Medical Board and must comply with the statutes of the Medical Corporation Act, § 4-29-301 et seq.  (b) A limited liability company formed under this chapter and that will engage in the practice of dentistry must obtain a certificate of registration and comply with the statutes in the Dental Corporation Act, § 4-29-401 et seq.  (c) Subchapter 3 means Sections 301 through Section 304 of this act.  (d) Subchapter 4 means Sections 401 through Section 403 of this act.  (e) Subchapter 5 means Sections 501 through Section 504 of this act.  (f) Subchapter 6 means Sections 601 through Section 630 of this act.  (g) Subchapter 7 means Sections 701 through Section 730 of this act.  (h) Subchapter 8 means Sections 801 through Section 858 of this act.  (i) Subchapter 10 means Sections 1001 through Section 1031 of this act.  (j) Subchapter 11 means Sections 1101 through Section 1108 of this act.  (k) Subchapter 12 means Sections 1201 through Section 1202 of this act.  (l) Subchapter 13 means Sections 1301 through Section 1302 of this act.  (m) Subchapter 14 means Sections 1401 through Section 1440 of this act.  (n) Subchapter 15 means Sections 1501 through Section 1532 of this act.  (o) Subchapter 17 means Sections 1701 through Section 1706 of this act.  (p) Subchapter 18 means Sections 1801 through Section 1809 of this act.”
AR Code § 4-33-201 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 33 - The Arkansas Nonprofit Corporation Act of 1993|Subchapter 2 - Organization|§ 4-33-201. Incorporators

 One (1) or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the Secretary of State for filing.
AR Code § 4-33-203 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 33 - The Arkansas Nonprofit Corporation Act of 1993|Subchapter 2 - Organization|§ 4-33-203. Incorporation

 (a) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed.  (b) The Secretary of State's filing of the articles of incorporation is conclusive proof that the incorporation satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.
AR Code § 4-33-204 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 33 - The Arkansas Nonprofit Corporation Act of 1993|Subchapter 2 - Organization|§ 4-33-204. Liability for preincorporation transactions

 All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting.
AR Code § 4-33-205 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 33 - The Arkansas Nonprofit Corporation Act of 1993|Subchapter 2 - Organization|§ 4-33-205. Organization of corporation

 (a) After incorporation:  (1) if initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting;  (2) if initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators:  (i) to elect directors and complete the organization of the corporation; or  (ii) to elect a board of directors who shall complete the organization of the corporation.      (b) Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one (1) or more written consents describing the action taken and signed by each incorporator.  (c) An organizational meeting may be held in or out of this state in accordance with § 4-33-820.
AR Code § 4-33-206 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 33 - The Arkansas Nonprofit Corporation Act of 1993|Subchapter 2 - Organization|§ 4-33-206. Bylaws

 (a) The incorporators or board of directors of a corporation shall adopt bylaws for the corporation.  (b) The bylaws may contain any provision for regulating and managing the affairs of the corporation that is not inconsistent with law or the articles of incorporation.
AR Code § 4-33-207 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 33 - The Arkansas Nonprofit Corporation Act of 1993|Subchapter 2 - Organization|§ 4-33-207. Emergency bylaws and powers

 (a) Unless the articles provide otherwise the directors of a corporation may adopt, amend or repeal bylaws to be effective only in an emergency defined in subsection (d) of this section. The emergency bylaws, which are subject to amendment or repeal by the members, may provide special procedures necessary for managing the corporation during the emergency, including:  (1) how to call a meeting of the board;  (2) quorum requirements for the meeting; and  (3) designation of additional or substitute directors.    (b) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.  (c) Corporate action taken in good faith in accordance with the emergency bylaws:  (1) binds the corporation; and  (2) may not be used to impose liability on a corporate director, officer, employee, or agent.    (d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.
AR Code § 4-33-301 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 33 - The Arkansas Nonprofit Corporation Act of 1993|Subchapter 3 - Purposes and Powers|§ 4-33-301. Purposes

 (a) Every corporation incorporated under this chapter has the purpose of engaging in any lawful activity unless a more limited purpose is set forth in the articles of incorporation.  (b) A corporation engaging in an activity that is subject to regulation under another statute of this state may incorporate under this chapter only if incorporation under this chapter is not prohibited by the other statute. The corporation shall be subject to all limitations of the other statute.