reglab/housing_qa huggingface dataset:
AR Code § 4-27-303 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 3 - Purposes and Powers|§ 4-27-303. Emergency powers

 (a) In anticipation of or during an emergency defined in subsection (d) of this section, the board of directors of a corporation may:  (1) modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and  (2) relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.    (b) During an emergency defined in subsection (d) of this section, unless emergency bylaws provide otherwise:  (1) notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and  (2) one (1) or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.    (c) Corporate action taken in good faith during an emergency under this section to further the ordinary affairs of the corporation:  (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 § 4-27-304 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 3 - Purposes and Powers|§ 4-27-304. Ultra vires

 (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.
AR Code § 4-27-401 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 4 - Names|§ 4-27-401. Corporate name

 (a) A corporate name:  (1) must contain the word “corporation,” “incorporated,” “company,” or “limited,” or the abbreviation “corp.,” “inc.,” “co.,” or “ltd.,” or words or abbreviations of like import in another language; and  (2) may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by § 4-27-301 and its articles of incorporation.    (b) Except as authorized by subsections (c) and (d) of this section, a corporate name must be distinguishable upon the records of the Secretary of State from:  (1) the corporate name of a corporation incorporated or authorized to transact business in this state;  (2) a corporate name reserved or registered under § 4-27-402 or § 4-27-403;  (3) the fictitious name adopted by a foreign corporation authorized to transact business in this state because its real name is unavailable; and  (4) the corporate name of a not-for-profit corporation incorporated or authorized to transact business in this state.    (c) A corporation may apply to the Secretary of State for authorization to use a name that is not distinguishable upon his records from one (1) or more of the names described in subsection (b) of this section. The Secretary of State shall authorize use of the name applied for if:  (1) the other corporation consents to the use in writing and submits an undertaking in form satisfactory to the Secretary of State to change its name to a name that is distinguishable upon the records of the Secretary of State from the name of the applying corporation; or  (2) the applicant delivers to the Secretary of State a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.    (d) A corporation may use the name of another domestic or foreign corporation that is used in this state if the corporation is incorporated or authorized to transact business in this state and the proposed user corporation:  (1) has merged with the other corporation;  (2) has been formed by reorganization of the other corporation; or  (3) has acquired all or substantially all of the assets, including the corporate name, of the other corporation.
AR Code § 4-27-402 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 4 - Names|§ 4-27-402. Reserved name

 (a) A person may reserve the exclusive use of a corporate name by delivering an application to the Secretary of State for filing. The application must set forth the name and address of the applicant and the name proposed to be reserved. If the Secretary of State finds that the corporate name applied for is available, he shall reserve the name for the applicant's exclusive use for a nonrenewable one hundred twenty-day period.  (b) The owner of a reserved corporate name may transfer the reservation to another person by delivering to the Secretary of State a signed notice of the transfer that states the name and address of the transferee.
AR Code § 4-27-403 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 4 - Names|§ 4-27-403. Registered name

 (a) A foreign corporation may register its corporate name, or its corporate name with any addition required by § 4-27-1506, if the name is distinguishable upon the records of the Secretary of State from the corporate names that are not available under § 4-27-401(b)(3).  (b) A foreign corporation registers its corporate name, or its corporate name with any addition required by § 4-27-1506, by delivering it to the Secretary of State for filing an application:  (1) Setting forth its corporate name, or its corporate name with any addition required by § 4-27-1506, the state or country and date of its incorporation, and a brief description of the nature of the business in which it is engaged; and  (2) Accompanied by a certificate of existence (or a document of similar import) from the state or country of incorporation.    (c) The name is registered for the applicant's exclusive use upon the effective date of the application.  (d) A foreign corporation whose registration is effective may renew it for successive years by delivering to the Secretary of State for filing a renewal application, which complies with the requirements of subsection (b) of this section, between October 1 and December 31 of the preceding year. The renewal application when filed renews the registration for the following calendar year.  (e) A foreign corporation whose registration is effective may thereafter qualify as a foreign corporation under the registered name or consent in writing to the use of that name by a corporation thereafter incorporated under this chapter or by another foreign corporation thereafter authorized to transact business in this state. The registration terminates when the domestic corporation is incorporated or the foreign corporation qualifies or consents to the qualification of another foreign corporation under the registered name.
AR Code § 4-27-405 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 4 - Names|§ 4-27-405. Injunction against use of unlawful name

 Where the use, reservation, or registration of a corporate name is in violation of this chapter, it may by court decree be cancelled or enjoined, on the suit of the Attorney General or of any person or corporation injured by such unlawful use, reservation, or registration, notwithstanding the fact that such use, reservation, or registration has been approved by the Secretary of State.
AR Code § 4-27-406 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 4 - Names|§ 4-27-406. Notice to registrant regarding use of corporate, fictitious, or assumed names in violation of trademark

 (a) Neither the reservation of any proposed name, nor the acceptance of the filing of any articles of incorporation, nor the registration of any foreign corporation's name, nor the registration of an assumed or fictitious name shall authorize the use of the corporate name, assumed name, or fictitious name in violation of any rights of another arising under the trademark laws of the United States, this state, or the common law or provide a defense to an action for violation of any such rights.  (b) Upon reserving any proposed corporate name, or upon accepting the filing of any articles of incorporation, or upon registering for any foreign corporation's name, or upon registering any assumed or fictitious name, the Secretary of State shall issue the following notice to the registrant (selecting the appropriate name from each bracket):    “The Secretary of State of Arkansas has [reserved your proposed corporate name; accepted the filing of your articles of incorporation; registered your corporate name; recorded your assumed or fictitious name]. However, this does not necessarily give you the right to use your [proposed corporate name; corporate name; assumed or fictitious name] in this state if the use violates someone else's trade name, trademark, or service mark rights under the trademark laws of the United States, this state, or the common law. Prior to your use of the name, you are encouraged to research the names and marks of other parties used or registered in this state, or registered in the United States Patent and Trademark Office, or consult an attorney to determine the existence of any conflicting rights.”
AR Code § 4-27-1101 (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|§ 4-27-1101. Definitions

 In this subchapter:   (1) “Constituent corporation” means a constituent organization that is a corporation;  (2) “Constituent organization” means an organization that is party to a merger;  (3) “Converted organization” means the organization into which a converting organization converts pursuant to §§ 4-27-1102 — 4-27-1105;  (4) “Converting corporation” means a converting organization that is a corporation;  (5) “Converting organization” means an organization that converts into another organization pursuant to § 4-27-1102;  (6) “Governing statute” of an organization means the statute that governs the organization's internal affairs;  (7) “In a record” means maintained or kept on file by the organization at an office of the organization or with the Secretary of State;  (8)  (A) “Organization” means:  (i) A partnership, including a limited liability partnership;  (ii) A limited partnership, including a limited liability limited partnership;  (iii) A limited liability company;  (iv) A business trust;  (v) A corporation; or  (vi) Any other entity that has a governing statute.    (B) “Organization” includes a domestic or foreign organization whether or not the organization is organized for profit;    (9) “Organizational documents” means:  (A) For a domestic or foreign general partnership, its partnership agreement and, if applicable, statement of qualification;  (B) For a domestic or foreign limited partnership, its certificate of limited partnership and partnership agreement;  (C) For a domestic or foreign limited liability company, its articles of organization and operating agreement, or the comparable records provided for in its governing statute;  (D) For a business trust, its agreement of trust and declaration of trust;  (E) For a domestic or foreign corporation for profit, its articles of incorporation, bylaws, and other agreements among its shareholders which are authorized by its governing statute, or the comparable records provided for in its governing statute; and  (F) For any other organization, the records that:  (i) Create the organization;  (ii) Determine the internal governance of the organization; and  (iii) Determine the relations among the organization's owners, members, and interested parties; and      (10) “Surviving organization” means an organization into which one (1) or more other organizations are merged.
AR Code § 4-27-1102 (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|§ 4-27-1102. Conversion

 (a) An organization other than a corporation may convert to a corporation, and a corporation may convert to another organization under this section and §§ 4-27-1103 — 4-27-1105 and a plan of conversion, if the:  (1) Other organization's governing statute authorizes the conversion and is complied with; and  (2) Conversion is not prohibited by the law of the jurisdiction that enacted the governing statute.    (b) A plan of conversion must be in a record and must include the:  (1) Name and form of the organization before conversion;  (2) Name and form of the organization after conversion;  (3) Terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration; and  (4) Organizational documents of the converted organization.
AR Code § 4-27-1103 (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|§ 4-27-1103. Action on plan of conversion by converting corporation

 (a) A plan of conversion may be approved if the:  (1) Board of directors recommends the plan of conversion 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 conversion is submitted to the shareholders; and    (2) Shareholders entitled to vote approve the plan.    (b) The board of directors may condition its submission of the proposed conversion on any basis.  (c)  (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 conversion; and  (B) Contain or be accompanied by a copy or summary of the plan.      (d) Unless this chapter, the articles of incorporation, or the board of directors acting under subsection (b) of this section require a greater vote or a vote by voting groups, the plan of conversion to be authorized must be approved 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.  (e) Subject to any contractual rights, until a conversion is filed under § 4-27-1104, a converting corporation may amend the plan or abandon the planned conversion:  (1) As provided in the plan; and  (2) Except as prohibited by the plan, by the same consent required to approve the plan.
AR Code § 4-27-1104 (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|§ 4-27-1104. Filings required for conversion — Effective date

 (a)  (1) After a plan of conversion is approved a converting corporation shall file articles of conversion with the Secretary of State.  (2) The articles of conversion shall include:  (A) A statement that the corporation has been converted into another organization;  (B) The name and form of the organization and the jurisdiction of its governing statute;  (C) The date the conversion is effective under the governing statute of the converted organization;  (D) A statement that the conversion was approved as required by this chapter;  (E) A statement that the conversion was approved as required by the governing statute of the converted organization;  (F) A statement confirming that the converted organization has filed a statement appointing an agent for service of process under § 4-20-112 if the converted organization is a foreign organization not authorized to transact business in this state; and  (G)  (i) A copy of the plan of conversion; or  (ii) A statement that:  (a) Contains the address of an office of the organization where the plan of conversion is on file; and  (b) A copy of the plan of conversion will be furnished by the converting corporation on request and without cost to any shareholder of the converting corporation.          (b)  (1) If the converting organization is not a converting corporation, the converting organization shall file articles of incorporation with the Secretary of State.  (2) The articles of incorporation shall include, in addition to the information required by § 4-27-202:  (A) A statement that the corporation was converted from another organization;  (B) The name and form of the organization and the jurisdiction of its governing statute; and  (C) A statement that the conversion was approved in a manner that complied with the organization's governing statute.      (c) A conversion becomes effective:  (1) If the converted organization is a corporation, when the articles of incorporation take effect; and  (2) If the converted organization is not a corporation, as provided by the governing statute of the converted organization.
AR Code § 4-27-1105 (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|§ 4-27-1105. Effect of conversion

 (a) An organization that has been converted under this subchapter is for all purposes the same entity that existed before the conversion.  (b) When a conversion takes effect:  (1) All property owned by the converting organization remains vested in the converted organization;  (2) All debts, liabilities, and other obligations of the converting organization continue as obligations of the converted organization;  (3) An action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred;  (4) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization;  (5) Except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect; and  (6) Except as otherwise agreed, the conversion does not dissolve a converting corporation under § 4-27-1401 et seq.    (c)  (1) A converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by the converting corporation, if before the conversion the converting corporation was subject to suit in this state on the obligation.  (2) A converted organization that is a foreign organization and not authorized to transact business in this state may be served with process under § 4-20-113 if the converted organization:  (A) Fails to appoint an agent for service of process under § 4-20-112;  (B) No longer has an agent for service of process; or  (C) Has an agent for service of process that cannot with reasonable diligence be served.
AR Code § 4-27-1106 (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|§ 4-27-1106. Merger

 (a) A corporation may merge with one (1) or more other constituent organizations under this section and §§ 4-27-1107 — 4-27-1110 and a plan of merger if:  (1) The governing statute of each of the other organizations authorizes the merger;  (2) The merger is not prohibited by the law of a jurisdiction that enacted any of the governing statutes; and  (3) Each of the other organizations complies with its governing statute in effecting the merger.    (b) A plan of merger shall be in a record and shall include:  (1) The name and form of each constituent organization;  (2) The name and form of the surviving organization;  (3) The terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration; and  (4) Any amendments to be made by the merger to the surviving organization's organizational documents.
AR Code § 4-27-1108 (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|§ 4-27-1108. Merger of subsidiary

 (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 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 § 4-27-1002.