reglab/housing_qa huggingface dataset:
AR Code § 4-27-1109 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 11 - Conversion and Merger|§ 4-27-1109. Filings required for merger — Effective date

 (a) After each constituent organization has approved a merger, articles of merger must be signed by an authorized representative of each constituent organization.  (b) The articles of merger shall include:  (1) The name and form of each constituent organization and the jurisdiction of its governing statute;  (2) The name and form of the surviving organization and the jurisdiction of its governing statute;  (3) The date the merger is effective under the governing statute of the surviving organization;  (4) Any amendments provided for in the plan of merger for the organizational document of the surviving organization;  (5) A statement as to each constituent organization that the merger was approved as required by the organization's governing statute;  (6) A statement confirming that the surviving organization has filed a statement appointing an agent for service of process under § 4-20-112 if the surviving organization is a foreign organization not authorized to transact business in this state;  (7)  (A) A copy of the plan of merger; or  (B) A statement that:  (i) Contains the address of an office of the surviving organization where the plan of merger is on file; and  (ii) A copy of the plan of merger will be furnished by the surviving organization on request and without cost to any shareholder, member, partner, or other owner of any constituent organization; and      (8) Any additional information required by the governing statute of any constituent organization.    (c) Each constituent organization shall deliver the articles of merger for filing in the office of the Secretary of State.  (d) A merger becomes effective under this subchapter:  (1) If the surviving organization is a corporation, upon the later of:  (A) Compliance with subsection (c) of this section; or  (B) The date specified in the articles of merger; or    (2) If the surviving organization is not a corporation, as provided by the governing statute of the surviving organization.
AR Code § 4-27-1110 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 11 - Conversion and Merger|§ 4-27-1110. 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 corporation ceases to exist, the merger does not dissolve the corporation for the purposes of § 4-27-1401 et seq.; and  (9) Any amendments provided for in the articles of merger for the organizational documents of the surviving organization become effective.    (b)  (1) A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by a constituent organization if before the merger the constituent organization was subject to suit in this state on the obligation.  (2) A surviving organization that is a foreign organization and not authorized to transact business in this state may be served with process under § 4-20-113 if the surviving organization:  (A) Fails to appoint an agent for service of process under § 4-20-112;  (B) No longer has an agent for service of process; or  (C) Has an agent for service of process that cannot with reasonable diligence be served.
AR Code § 4-27-1111 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 11 - Conversion and Merger|§ 4-27-1111. Chapter not exclusive

 This chapter does not preclude an organization from being converted or merged under other law.
AR Code § 4-27-1201 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 12 - Sale of Assets|§ 4-27-1201. Sale of assets in regular course of business and mortgage of assets

 (a) A corporation may, on the terms and conditions and for the consideration determined by the board of directors:  (1) sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property in the usual and regular course of business;  (2) mortgage, pledge, dedicate to the repayment of indebtedness (whether with or without recourse), or otherwise encumber any or all of its property whether or not in the usual and regular course of business; or  (3) transfer any or all of its property to a corporation all the shares of which are owned by the corporation.    (b) Unless the articles of incorporation or another provision of this chapter so require, approval by the shareholders of a transaction described in subsection (a) of this section is not required.
AR Code § 4-27-1202 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 12 - Sale of Assets|§ 4-27-1202. Sale of assets other than in regular course of business

 (a) A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property (with or without the good will), otherwise than in the usual and regular course of business, on the terms and conditions and for the consideration determined by the corporation's board of directors, if the board of directors proposes and its shareholders approve the proposed transaction.  (b) For a transaction to be authorized:  (1) the board of directors must recommend the proposed transaction to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders with the submission of the proposed transaction; and  (2) the shareholders entitled to vote must approve the transaction.    (c) The board of directors may condition its submission of the proposed transaction on any basis.  (d) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with § 4-27-705. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, or other disposition of all, or substantially all, the property of the corporation and contain or be accompanied by a description of the transaction.  (e) Unless the articles of incorporation or the board of directors (acting pursuant to subsection (c) of this section) require a greater vote or a vote by voting groups, the transaction to be authorized must be approved by a majority of all the votes entitled to be cast on the transaction.  (f) After a sale, lease, exchange, or other disposition of property is authorized, the transaction may be abandoned (subject to any contractual rights) without further shareholder action.  (g) A transaction that constitutes a distribution is governed by § 4-27-640 and not by this section.
AR Code § 4-27-1701 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 17 - Transition Provisions|§ 4-27-1701. Application to existing domestic corporations

 This chapter applies to all domestic corporations incorporated on or after its effective date as specified in § 4-27-1706. A corporation incorporated prior to such effective date under any general statute of this state providing for incorporation of corporations for profit may elect to be governed by the provisions of this chapter by amending its articles of incorporation to provide that it shall be so governed. Such election may be made at any time on or after midnight, December 31, 1987, but once made shall be irrevocable. The amendment to the articles of incorporation effecting such election must be approved by the affirmative vote of the holders of at least two-thirds (2/3) of the shares of each outstanding class of the corporation's capital stock. Domestic corporations existing prior to midnight, December 31, 1987, which do not elect to be governed by its provisions shall continue to be governed by preexisting law.
AR Code § 4-27-1702 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 17 - Transition Provisions|§ 4-27-1702. Application to qualified foreign corporations

 A foreign corporation authorized to transact business in this state at midnight, December 31, 1987, is subject to this chapter but is not required to obtain a new certificate of authority to transact business under this chapter.
AR Code § 4-27-1703 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 17 - Transition Provisions|§ 4-27-1703. Saving provisions

 (a) Except as provided in subsection (b) of this section, the repeal of a statute by this chapter does not affect:  (1) the operation of the statute or any action taken under it before its repeal;  (2) any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal;  (3) any violation of the statute, or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal;  (4) any proceeding, reorganization, or dissolution commenced under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed.    (b) If a penalty or punishment imposed for violation of a statute repealed by this chapter is reduced by this chapter, the penalty or punishment, if not already imposed, shall be imposed in accordance with this chapter.
AR Code § 4-27-1704 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 17 - Transition Provisions|§ 4-27-1704. Severability

 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.
AR Code § 4-27-1705 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 17 - Transition Provisions|§ 4-27-1705. Fees

 The fees chargeable by the Secretary of State for services under the Arkansas Business Corporation Act, § 4-26-101 et seq. shall be as follows:   (1) Articles of incorporation $50.00 (2) Amendment to articles of incorporation 50.00 (3) Articles of merger or consolidation 100.00 (4) Articles of dissolution 50.00 (5) Application for fictitious name 25.00 (6) Application for reserved name 25.00 (7) For any other filing under this chapter with annexed certificate 25.00 (8) For any certificate pursuant to § 4-26-106 or § 4-26-207 or any other certificate 25.00 (9) For furnishing a certified copy of any document, fifty cents (50¢) per page and five dollars ($5.00) for the certificate thereto (10) For receiving service of process on behalf of a corporation 25.00 (11) For receiving service of process on behalf of individuals 10.00    Click to view table.
AR Code § 4-27-1706 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 17 - Transition Provisions|§ 4-27-1706. Effective date

 This chapter shall be effective on and after midnight, December 31, 1987.
AR Code § 4-27-1801 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 18 - Share Exchange|§ 4-27-1801. Share exchange

 (a) A corporation may acquire all of the outstanding shares of one (1) or more classes or series of another corporation if the board of directors and shareholders if required by § 4-27-1802 of each corporation approve the exchange.  (b) The plan of exchange shall set forth:  (1) The name of the corporation whose shares will be acquired and the name of the acquiring corporation;  (2) The terms and conditions of the exchange; and  (3) The manner and basis of exchanging the shares to be acquired for:  (A) Shares, obligations, or other securities of the acquiring corporation or any other corporation; or  (B) Cash or other property.      (c) The plan of exchange may set forth other provisions relating to the exchange.  (d) This section does not limit the power of a corporation to acquire all or part of the shares of one (1) or more classes or series of another corporation through a voluntary exchange or otherwise.
AR Code § 4-27-1802 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 18 - Share Exchange|§ 4-27-1802. Action on plan of share exchange

 (a) After adopting a plan of share exchange, the board of directors of each corporation whose shares will be acquired in the share exchange shall submit the plan of share exchange for approval by its shareholders.  (b) A plan of share exchange may be approved if the:  (1) Board of directors recommends the plan of share exchange to the shareholders, unless the board of directors:  (A) Determines that because of a conflict of interest or other special circumstances it should make no recommendation; and  (B) Communicates the basis for its determination at the time the plan of share exchange is submitted to the shareholders; and    (2) Shareholders entitled to vote approve the plan.    (c) The board of directors may condition its submission of the proposed plan of share exchange on any basis.  (d)  (1) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with § 4-27-705.  (2) The notice shall:  (A) State that a purpose of the meeting is to consider the plan of share exchange; and  (B) Contain or be accompanied by a copy or summary of the plan.      (e) Unless this chapter, the articles of incorporation, or the board of directors acting under subsection (c) of this section require a greater vote or a vote by voting groups, the plan of share exchange to be authorized must be approved by the affirmative vote of the holders of a majority of the outstanding shares entitled to vote and, if by voting group, by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by the voting group.  (f)  (1) Separate voting by voting groups is required on a plan of share exchange by each class or series of shares included in the exchange.  (2) Each class or series constitutes a separate voting group.    (g) Subject to any contractual rights, until articles of share exchange are filed the planned share exchange may be abandoned without further shareholder action in accordance with the procedure set forth in the plan of share exchange or, if none is set forth, in the manner determined by the board of directors.
AR Code § 4-27-1803 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 18 - Share Exchange|§ 4-27-1803. Articles of share exchange

 (a) After a plan of share exchange is approved by the shareholders or adopted by the board of directors if shareholder approval is not required, the surviving or acquiring corporation shall file articles of share exchange with the Secretary of State.  (b) The articles of share exchange shall include:  (1)  (A) A copy of the plan of share exchange; or  (B) A statement that:  (i) Contains the address of an office of the surviving corporation where the plan of share exchange is on file; and  (ii) A copy of the plan of share exchange will be furnished by the surviving corporation on request and without cost to any shareholder, member, partner, or other owner of any constituent organization;      (2) If shareholder approval was not required, a statement that shareholder approval was required;  (3) If the approval of the shareholders of one (1) or more corporations to the share exchange was required:  (A) The designation, number of outstanding shares, and number of votes entitled to be cast by each voting group entitled to vote separately on the plan as to each corporation; and  (B)  (i) The total number of votes cast for and against the plan by each voting group entitled to vote separately on the plan; or  (ii) The total number of undisputed votes cast for the plan separately by each voting group; and      (4) A statement that the number of votes cast for the plan by each voting group was sufficient for approval by that voting group.    (c) A share exchange takes effect upon the effective date of the articles of share exchange.
AR Code § 4-27-1804 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 18 - Share Exchange|§ 4-27-1804. Effect of share exchange

 When a share exchange takes effect, the shares of each acquired corporation are exchanged as provided in the plan and the former holders of the shares are entitled only to:   (1) The exchange rights provided in the articles of share exchange; or  (2) The rights of the former holders of the shares under § 4-27-1301 et seq.
AR Code § 4-27-1901 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 19 - Arkansas Business Portal Act|§ 4-27-1901. Title

 This subchapter shall be known and may be cited as the “Arkansas Business Portal Act”.
AR Code § 4-27-1902 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 19 - Arkansas Business Portal Act|§ 4-27-1902. Purpose

 It is the purpose of this subchapter to provide access for a state business portal to facilitate interaction among businesses and governmental agencies located in this state by allowing businesses to conduct necessary transactions with various governmental agencies through use of a state business portal.
AR Code § 4-27-1903 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 19 - Arkansas Business Portal Act|§ 4-27-1903. Definitions

 As used in this subchapter:   (1) “Business” means a person or entity that:  (A) Performs a service or engages in a trade for profit and is required by the Internal Revenue Service to file a:  (i) Schedule C, Form 1040, Profit or Loss From Business, or its equivalent or successor form;  (ii) Schedule E, Form 1040, Supplemental Income and Loss, or its equivalent or successor form; or  (iii) Schedule F, Form 1040, Profit or Loss From Farming, or its equivalent or successor form, for that activity; or    (B) Is organized as a business under this chapter, including an entity that is required to file an annual report with the Secretary of State, whether or not the entity performs a service or engages in a trade or business for profit;    (2) “State business license” means any license issued to a business in this state; and  (3) “Wages” means any remuneration paid for personal services, including commissions and bonuses, and payable in any medium other than cash.
AR Code § 4-27-1904 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 19 - Arkansas Business Portal Act|§ 4-27-1904. Administration — Duties of the Secretary of State

 The Secretary of State shall:   (1) Administer this subchapter;  (2) Establish, through cooperative efforts, the standards and requirements necessary to design, build, and implement the State Business Portal;  (3) Establish the standards and requirements necessary for a state or local agency to participate in the portal;  (4) Authorize a state or local agency to participate in the portal if the Secretary of State determines that the agency meets the standards and requirements necessary to participate;  (5) Determine the appropriate requirements to be used by businesses and governmental agencies conducting transactions through use of the portal;  (6) Adopt procedures to administer this subchapter; and  (7)  (A) Establish a unique identifier for each business entity registered to do business in this state.  (B) The unique identifier shall be:  (i) Alphabetical, alphanumeric, or numeric as determined by the Secretary of State;  (ii) Unique to each registered business entity;  (iii) The statewide business identifier for each business entity; and  (iv) Recognized by all state, county, city, and local governments as the unique business identifier for each business entity registered in this state.
AR Code § 4-27-1905 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 19 - Arkansas Business Portal Act|§ 4-27-1905. Funding

 (a) The Secretary of State shall use cash funds of the office of the Secretary of State to administer this subchapter.  (b) The Secretary of State may use cash funds to:  (1) Enter into contracts or agreements with private or public entities to assist the Secretary of State in establishing, operating, or maintaining the State Business Portal; and  (2) Apply for and accept a gift, donation, bequest, grant, or other source of money to carry out this subchapter.