reglab/housing_qa huggingface dataset:
AR Code § 4-27-1331 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 13 - Dissenters' Rights|Part C - : Judicial Appraisal of Shares|§ 4-27-1331. Court costs and counsel fees

 (a) The court in an appraisal proceeding commenced under § 4-27-1330 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the corporation, except that the court may assess costs against all or some of the dissenters, in amounts the court finds equitable, to the extent the court finds the dissenters acted arbitrarily, vexatiously, or not in good faith in demanding payment under § 4-27-1328.  (b) The court may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable:  (1) against the corporation and in favor of any or all dissenters if the court finds the corporation did not substantially comply with the requirements of §§ 4-27-1320 — 4-27-1328; or  (2) against either the corporation or a dissenter, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this chapter.    (c) If the court finds that the services of counsel for any dissenter were of substantial benefit to other dissenters similarly situated, and that the fees for those services should not be assessed against the corporation, the court may award to these counsel reasonable fees to be paid out of the amounts awarded the dissenters who were benefited.
AR Code § 4-27-1401 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 14 - Dissolution|Part A - : Voluntary Dissolution|§ 4-27-1401. Dissolution by incorporators or initial directors

 A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the Secretary of State for filing articles of dissolution that set forth:   (1) the name of the corporation;  (2) the date of its incorporation;  (3) either (i) that none of the corporation's shares has been issued or (ii) that the corporation has not commenced business;  (4) that no debt of the corporation remains unpaid;  (5) that the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued; and  (6) that a majority of the incorporators or initial directors authorized the dissolution.
AR Code § 4-27-1402 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 14 - Dissolution|Part A - : Voluntary Dissolution|§ 4-27-1402. Dissolution by board of directors and shareholders

 (a) A corporation's board of directors may propose dissolution for submission to the shareholders.  (b) For a proposal to dissolve to be adopted:  (1) the board of directors must recommend dissolution 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; and  (2) the shareholders entitled to vote must approve the proposal to dissolve as provided in subsection (e) of this section.    (c) The board of directors may condition its submission of the proposal for dissolution 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 dissolving the corporation.  (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 proposal to dissolve to be adopted must be approved by a majority of all the votes entitled to be cast on that proposal.
AR Code § 4-27-1403 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 14 - Dissolution|Part A - : Voluntary Dissolution|§ 4-27-1403. Articles of dissolution

 (a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of State for filing articles of dissolution setting forth:  (1) the name of the corporation;  (2) the date dissolution was authorized;  (3) if dissolution was approved by the shareholders:  (i) the number of votes entitled to be cast on the proposal to dissolve; and  (ii) either the total number of votes cast for and against dissolution or the total number of undisputed votes cast for dissolution and a statement that the number cast for dissolution was sufficient for approval;    (4) if voting by voting groups was required, the information required by subdivision (3) of this subsection must be separately provided for each voting group entitled to vote separately on the plan to dissolve.    (b) A corporation is dissolved upon the effective date of its articles of dissolution.
AR Code § 4-27-1404 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 14 - Dissolution|Part A - : Voluntary Dissolution|§ 4-27-1404. Revocation of dissolution

 (a) A corporation may revoke its dissolution within one hundred twenty (120) days of its effective date.  (b) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder action.  (c) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the Secretary of State for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:  (1) the name of the corporation;  (2) the effective date of the dissolution that was revoked;  (3) the date that the revocation of dissolution was authorized;  (4) if the corporation's board of directors (or incorporators) revoked the dissolution, a statement to that effect;  (5) if the corporation's board of directors revoked a dissolution authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and  (6) if shareholder action was required to revoke the dissolution, the information required by § 4-27-1403(a)(3) or (a)(4).    (d) Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution.  (e) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its business as if dissolution had never occurred.
AR Code § 4-27-1405 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 14 - Dissolution|Part A - : Voluntary Dissolution|§ 4-27-1405. Effect of dissolution

 (a) A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:  (1) collecting its assets;  (2) disposing of its properties that will not be distributed in kind to its shareholders;  (3) discharging or making provision for discharging its liabilities;  (4) distributing its remaining property among its shareholders according to their interests; and  (5) doing every other act necessary to wind up and liquidate its business and affairs.    (b) Dissolution of a corporation does not:  (1) transfer title to the corporation's property;  (2) prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;  (3) subject its directors or officers to standards of conduct different from those prescribed in § 4-27-801 et seq.;  (4) change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws;  (5) prevent commencement of a proceeding by or against the corporation in its corporate name;  (6) abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or  (7) terminate the authority of the registered agent of the corporation.
AR Code § 4-27-1406 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 14 - Dissolution|Part A - : Voluntary Dissolution|§ 4-27-1406. Known claims against dissolved corporation

 (a) A dissolved corporation may dispose of the known claims against it by following the procedure described in this section.  (b) The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must:  (1) describe information that must be included in a claim;  (2) provide a mailing address where a claim may be sent;  (3) state the deadline, which may not be fewer than one hundred twenty (120) days from the effective date of the written notice, by which the dissolved corporation must receive the claim; and  (4) state that the claim will be barred if not received by the deadline.    (c) A claim against the dissolved corporation is barred:  (1) if a claimant who was given written notice under subsection (b) of this section does not deliver the claim to the dissolved corporation by the deadline;  (2) if a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within ninety (90) days from the effective date of the rejection notice.    (d) For purposes of this section, “claim” does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
AR Code § 4-27-1407 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 14 - Dissolution|Part A - : Voluntary Dissolution|§ 4-27-1407. Unknown claims against dissolved corporation

 (a) A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice.  (b) The notice must:  (1) be published one (1) time in a newspaper of general circulation in the county where the dissolved corporation's principal office is or was last located or in a newspaper of general circulation in Pulaski County if the corporation did not have a principal office in this state;  (2) describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and  (3) state that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within five (5) years after the publication of the notice.    (c) If the dissolved corporation publishes a newspaper notice in accordance with subsection (b) of this section, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within five (5) years after the publication date of the newspaper notice:  (1) a claimant who did not receive written notice under § 4-27-1406;  (2) a claimant whose claim was timely sent to the dissolved corporation but not acted on;  (3) a claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.    (d) A claim may be enforced under this section:  (1) against the dissolved corporation, to the extent of its undistributed assets; or  (2) if the assets have been distributed in liquidation, against a shareholder of the dissolved corporation to the extent of his pro rata share of the claim or the corporate assets distributed to him in liquidation, whichever is less, but a shareholder's total liability for all claims under this section may not exceed the total amount of assets distributed to him.
AR Code § 4-27-1420 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 14 - Dissolution|Part B - : Administrative Dissolution|§ 4-27-1420. Grounds for administrative dissolution. [Effective until May 1, 2021.]

 The Secretary of State may commence a proceeding under § 4-27-1421 to administratively dissolve a corporation if:   (1) the corporation does not pay within sixty (60) days after they are due any franchise taxes or penalties imposed by this chapter or other law;  (2) the corporation does not deliver its annual franchise tax report to the Secretary of State within sixty (60) days after it is due;  (3) the corporation is without a registered agent in this state for sixty (60) days or more;  (4) the corporation does not notify the Secretary of State within sixty (60) days that its registered agent has been changed or has resigned; or  (5) the corporation's period of duration stated in its articles of incorporation expires.
AR Code § 4-27-1420 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 14 - Dissolution|Part B - : Administrative Dissolution|§ 4-27-1420. Grounds for administrative dissolution. [Effective May 1, 2021.]

 The Secretary of State may commence a proceeding under § 4-27-1421 to administratively dissolve a corporation if:   (1) the corporation does not pay within sixty (60) days after they are due any franchise taxes or penalties imposed by this chapter or other law;  (2) the corporation does not deliver its annual franchise tax report to the Department of Finance and Administration within sixty (60) days after it is due;  (3) the corporation is without a registered agent in this state for sixty (60) days or more;  (4) the corporation does not notify the Secretary of State within sixty (60) days that its registered agent has been changed or has resigned; or  (5) the corporation's period of duration stated in its articles of incorporation expires.
AR Code § 4-27-1421 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 14 - Dissolution|Part B - : Administrative Dissolution|§ 4-27-1421. Procedure for and effect of administrative dissolution

 (a) If the Secretary of State determines that one (1) or more grounds exist under § 4-27-1420 for dissolving a corporation, he or she shall serve the corporation with written notice of his or her determination.  (b) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within sixty (60) days after service of the notice is perfected, the Secretary of State shall administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The Secretary of State shall file the original of the certificate and serve a copy on the corporation.  (c) A corporation administratively dissolved continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under § 4-27-1405 and notify claimants under §§ 4-27-1406 and 4-27-1407.  (d) The administrative dissolution of a corporation does not terminate the authority of its registered agent.
AR Code § 4-27-1422 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 14 - Dissolution|Part B - : Administrative Dissolution|§ 4-27-1422. Reinstatement following administrative dissolution

 (a) A corporation administratively dissolved under § 4-27-1421 may apply to the Secretary of State for reinstatement within two (2) years after the effective date of dissolution. The application must:  (1) recite the name of the corporation and the effective date of its administrative dissolution;  (2) state that the ground or grounds for dissolution either did not exist or have been eliminated;  (3) state that the corporation's name satisfies the requirements of § 4-27-401; and  (4) contain one (1) or more certificates from appropriate state taxing authorities reciting that all taxes owed by the corporation have been paid.    (b) If the Secretary of State determines that the application contains the information required by subsection (a) of this section and that the information is correct, he or she shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites his or her determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the corporation.  (c) When the reinstatement is effective, it relates back to and takes effect as of the date of the administrative dissolution and the corporation resumes carrying on its business as if the administrative dissolution had never occurred.
AR Code § 4-27-1423 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 14 - Dissolution|Part B - : Administrative Dissolution|§ 4-27-1423. Appeal from denial of reinstatement

 (a) If the Secretary of State denies a corporation's application for reinstatement following administrative dissolution, he or she shall serve the corporation with a written notice that explains the reason or reasons for denial.  (b) The corporation may appeal the denial of reinstatement to the Pulaski County Circuit Court within thirty (30) days after service of the notice of denial is perfected. The corporation appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the Secretary of State's certificate of dissolution, the corporation's application for reinstatement, and the Secretary of State's notice of denial.  (c) The court may summarily order the Secretary of State to reinstate the dissolved corporation or may take other action the court considers appropriate.  (d) The court's final decision may be appealed as in other civil proceedings.
AR Code § 4-27-1430 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 14 - Dissolution|Part C - : Judicial Dissolution|§ 4-27-1430. Grounds for judicial dissolution

 The Pulaski County Circuit Court, in the case of a proceeding brought by the Attorney General, or the circuit court of the county in which the corporation's principal office (or, if none in this state, its registered office) is located in the case of a proceeding brought by a shareholder, may dissolve a corporation:   (1) in a proceeding by the Attorney General, if it is established that:  (i) the corporation obtained its articles of incorporation through fraud; or  (ii) the corporation has continued to exceed or abuse the authority conferred upon it by law;    (2) In a proceeding by a shareholder, if it is established that:  (i) the directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally, because of the deadlock;  (ii) the directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent;  (iii) the shareholders are deadlocked in voting power and have failed, for a period that includes at least two (2) consecutive annual meeting dates, to elect successors to directors whose terms have expired; or  (iv) the corporate assets are being misapplied or wasted;    (3) In a proceeding by a creditor, if it is established that:  (i) the creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or  (ii) the corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent; or    (4) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision.
AR Code § 4-27-1431 (2020)
2020 Arkansas Code|Title 4 - Business and Commercial Law|Subtitle 3 - Corporations and Associations|Chapter 27 - Business Corporation Act of 1987|Subchapter 14 - Dissolution|Part C - : Judicial Dissolution|§ 4-27-1431. Procedure for judicial dissolution

 (a) Venue for a proceeding by the Attorney General to dissolve a corporation lies in the Pulaski County Circuit Court. Venue for a proceeding brought by any other party named in § 4-27-1430 lies in the county where a corporation's principal office is or was last located or the Pulaski County Circuit Court if the corporation does not have a principal office in this state.  (b) It is not necessary to make shareholders parties to a proceeding to dissolve a corporation unless relief is sought against them individually.  (c) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing can be held.