reglab/statecodes huggingface dataset:
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 13 - DISSENTERS' RIGHTS (§§ 4-27-1301 — 4-27-1331) › Part B - PROCEDURE FOR EXERCISE OF DISSENTERS' RIGHTS (§§ 4-27-1320 — 4-27-1329) › Section 4-27-1321 - Notice of intent to demand payment

(a)
If proposed corporate action creating dissenters' rights under §
4-27-1302
is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert dissenters' rights (1) must deliver to the corporation before the vote is taken written notice of his intent to demand payment for his shares if the proposed action is effectuated and (2) must not vote his shares in favor of the proposed action.
(b)
A shareholder who does not satisfy the requirements of subsection (a) of this section is not entitled to payment for his shares under this subchapter.
Acts 1987, No. 958, § 64-1305.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 13 - DISSENTERS' RIGHTS (§§ 4-27-1301 — 4-27-1331) › Part B - PROCEDURE FOR EXERCISE OF DISSENTERS' RIGHTS (§§ 4-27-1320 — 4-27-1329) › Section 4-27-1322 - Dissenters' notice

(a)
If proposed corporate action creating dissenters' rights under §
4-27-1302
is authorized at a shareholders' meeting, the corporation shall deliver a written dissenters' notice to all shareholders who satisfied the requirements of §
4-27-1321
.
(b)
The dissenters' notice must be sent no later than ten (10) days after the corporate action was taken, and must:
(1)
state where the payment demand must be sent and where and when certificates for certificated shares must be deposited;
(2)
inform holders of uncertificated shares to what extent transfer of the shares will be restricted after the payment demand is received;
(3)
supply a form for demanding payment that includes the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action and requires that the person asserting dissenters' rights certify whether or not he acquired beneficial ownership of the shares before that date;
(4)
set a date by which the corporation must receive the payment demand, which date may not be fewer than thirty (30) nor more than sixty (60) days after the date the subsection (a) notice is delivered; and
(5)
be accompanied by a copy of this subchapter.
Acts 1987, No. 958, § 64-1306.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 13 - DISSENTERS' RIGHTS (§§ 4-27-1301 — 4-27-1331) › Part B - PROCEDURE FOR EXERCISE OF DISSENTERS' RIGHTS (§§ 4-27-1320 — 4-27-1329) › Section 4-27-1323 - Duty to demand payment

(a)
A shareholder sent a dissenters' notice described in §
4-27-1322
must demand payment, certify whether he acquired beneficial ownership of the shares before the date required to be set forth in the dissenters' notice pursuant to §
4-27-1322(b)(3)
, and deposit his certificates in accordance with the terms of the notice.
(b)
The shareholder who demands payment and deposits his share certificates under subsection (a) of this section retains all other rights of a shareholder until these rights are cancelled or modified by the taking of the proposed corporate action.
(c)
A shareholder who does not demand payment or deposit his share certificates where required, each by the date set in the dissenters' notice, is not entitled to payment for his shares under this subchapter.
Acts 1987, No. 958, § 64-1307.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 13 - DISSENTERS' RIGHTS (§§ 4-27-1301 — 4-27-1331) › Part B - PROCEDURE FOR EXERCISE OF DISSENTERS' RIGHTS (§§ 4-27-1320 — 4-27-1329) › Section 4-27-1324 - Share restrictions

(a)
The corporation may restrict the transfer of uncertificated shares from the date the demand for their payment is received until the proposed corporate action is taken or the restrictions released under §
4-27-1326
.
(b)
The person for whom dissenters' rights are asserted as to uncertificated shares retains all other rights of a shareholder until these rights are cancelled or modified by the taking of the proposed corporate action.
Acts 1987, No. 958, § 64-1308.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 13 - DISSENTERS' RIGHTS (§§ 4-27-1301 — 4-27-1331) › Part B - PROCEDURE FOR EXERCISE OF DISSENTERS' RIGHTS (§§ 4-27-1320 — 4-27-1329) › Section 4-27-1325 - Payment

(a)
Except as provided in §
4-27-1327
, as soon as the proposed corporate action is taken, or upon receipt of a payment demand, the corporation shall pay each dissenter who complied with §
4-27-1323
the amount the corporation estimates to be the fair value of his shares, plus accrued interest.
(b)
The payment must be accompanied by:
(1)
the corporation's balance sheet as of the end of a fiscal year ending not more than sixteen (16) months before the date of payment, an income statement for that year, a statement of changes in shareholders' equity for that year, and the latest available interim financial statements, if any;
(2)
a statement of the corporation's estimate of the fair value of the shares;
(3)
an explanation of how the interest was calculated;
(4)
a statement of the dissenter's right to demand payment under §
4-27-1328
; and
(5)
a copy of this subchapter.
Acts 1987, No. 958, § 64-1309.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 13 - DISSENTERS' RIGHTS (§§ 4-27-1301 — 4-27-1331) › Part B - PROCEDURE FOR EXERCISE OF DISSENTERS' RIGHTS (§§ 4-27-1320 — 4-27-1329) › Section 4-27-1326 - Failure to take action

(a)
If the corporation does not take the proposed action within sixty (60) days after the date set for demanding payment and depositing share certificates, the corporation shall return the deposited certificates and release the transfer restrictions imposed on uncertificated shares.
(b)
If after returning deposited certificates and releasing transfer restrictions, the corporation takes the proposed action, it must send a new dissenters' notice under §
4-27-1322
and repeat the payment demand procedure.
Acts 1987, No. 958, § 64-1310.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 13 - DISSENTERS' RIGHTS (§§ 4-27-1301 — 4-27-1331) › Part B - PROCEDURE FOR EXERCISE OF DISSENTERS' RIGHTS (§§ 4-27-1320 — 4-27-1329) › Section 4-27-1327 - After-acquired shares

(a)
A corporation may elect to withhold payment required by §
4-27-1325
from a dissenter unless he was the beneficial owner of the shares before the date set forth in the dissenters' notice as the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action.
(b)
To the extent the corporation elects to withhold payment under subsection (a) of this section, after taking the proposed corporate action, it shall estimate the fair value of the shares, plus accrued interest, and shall pay this amount to each dissenter who agrees to accept it in full satisfaction of his demand. The corporation shall send with its offer a statement of its estimate of the fair value of the shares, an explanation of how the interest was calculated, and a statement of the dissenter's right to demand payment under §
4-27-1328
.
Acts 1987, No. 958, § 64-1311.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 13 - DISSENTERS' RIGHTS (§§ 4-27-1301 — 4-27-1331) › Part B - PROCEDURE FOR EXERCISE OF DISSENTERS' RIGHTS (§§ 4-27-1320 — 4-27-1329) › Section 4-27-1328 - Procedure if shareholder dissatisfied with payment or offer

(a)
A dissenter may notify the corporation in writing of his own estimate of the fair value of his shares and amount of interest due, and demand payment of his estimate (less any payment under §
4-27-1325
), or reject the corporation's offer under §
4-27-1327
and demand payment of the fair value of his shares and interest due, if:
(1)
the dissenter believes that the amount paid under §
4-27-1325
or offered under §
4-27-1327
is less than the fair value of his shares or that the interest due is incorrectly calculated;
(2)
the corporation fails to make payment under §
4-27-1325
within sixty (60) days after the date set for demanding payment; or
(3)
the corporation, having failed to take the proposed action, does not return the deposited certificates or release the transfer restrictions imposed on uncertificated shares within sixty (60) days after the date set for demanding payment.
(b)
A dissenter waives his right to demand payment under this section unless he notifies the corporation of his demand in writing under subsection (a) of this section within thirty (30) days after the corporation made or offered payment for his shares.
Acts 1987, No. 958, § 64-1312.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 13 - DISSENTERS' RIGHTS (§§ 4-27-1301 — 4-27-1331) › Part C - JUDICIAL APPRAISAL OF SHARES (§§ 4-27-1330 — 4-27-1331) › Section 4-27-1330 - Court action

(a)
If a demand for payment under §
4-27-1328
remains unsettled, the corporation shall commence a proceeding within sixty (60) days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the sixty-day period, it shall pay each dissenter whose demand remains unsettled the amount demanded.
(b)
The corporation shall commence the proceeding in the circuit court of the county where the corporation's principal office is located or the Pulaski County Circuit Court if the corporation does not have a principal office in this state. If the corporation is a foreign corporation, it shall commence the proceeding in the county in this state where the principal office of the domestic corporation merged with or whose shares were acquired by the foreign corporation was located.
(c)
The corporation shall make all dissenters (whether or not residents of this state) whose demands remain unsettled parties to the proceeding as in an action against their shares and all parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.
(d)
The jurisdiction of the court in which the proceeding is commenced under subsection (b) of this section is plenary and exclusive. The court may appoint one (1) or more persons as appraisers to receive evidence and recommend decision on the question of fair value. The appraisers have the powers described in the order appointing them, or in any amendment to it. The dissenters are entitled to the same discovery rights as parties in other civil proceedings.
(e)
Each dissenter made a party to the proceeding is entitled to judgment (1) for the amount, if any, by which the court finds the fair value of his shares, plus interest, exceeds the amount paid by the corporation or (2) for the fair value, plus accrued interest, of his after-acquired shares for which the corporation elected to withhold payment under §
4-27-1327
.
Acts 1987, No. 958, § 64-1313; 2007, No. 638, § 13.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 13 - DISSENTERS' RIGHTS (§§ 4-27-1301 — 4-27-1331) › Part C - JUDICIAL APPRAISAL OF SHARES (§§ 4-27-1330 — 4-27-1331) › Section 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.
Acts 1987, No. 958, § 64-1314.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 14 - DISSOLUTION (§§ 4-27-1401 — 4-27-1440) › Part A - VOLUNTARY DISSOLUTION (§§ 4-27-1401 — 4-27-1408) › Section 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.
Acts 1987, No. 958, § 64-1401.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 14 - DISSOLUTION (§§ 4-27-1401 — 4-27-1440) › Part A - VOLUNTARY DISSOLUTION (§§ 4-27-1401 — 4-27-1408) › Section 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.
Acts 1987, No. 958, § 64-1402.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 14 - DISSOLUTION (§§ 4-27-1401 — 4-27-1440) › Part A - VOLUNTARY DISSOLUTION (§§ 4-27-1401 — 4-27-1408) › Section 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.
Acts 1987, No. 958, § 64-1403.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 14 - DISSOLUTION (§§ 4-27-1401 — 4-27-1440) › Part A - VOLUNTARY DISSOLUTION (§§ 4-27-1401 — 4-27-1408) › Section 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.
Acts 1987, No. 958, § 64-1404.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 14 - DISSOLUTION (§§ 4-27-1401 — 4-27-1440) › Part A - VOLUNTARY DISSOLUTION (§§ 4-27-1401 — 4-27-1408) › Section 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.
Acts 1987, No. 958, § 64-1405.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 14 - DISSOLUTION (§§ 4-27-1401 — 4-27-1440) › Part A - VOLUNTARY DISSOLUTION (§§ 4-27-1401 — 4-27-1408) › Section 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.
Acts 1987, No. 958, § 64-1406.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 14 - DISSOLUTION (§§ 4-27-1401 — 4-27-1440) › Part A - VOLUNTARY DISSOLUTION (§§ 4-27-1401 — 4-27-1408) › Section 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.
Acts 1987, No. 958, § 64-1407; 1987 (1st Ex. Sess.), No. 11, § 12; 2007, No. 638, § 14.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 14 - DISSOLUTION (§§ 4-27-1401 — 4-27-1440) › Part B - ADMINISTRATIVE DISSOLUTION (§§ 4-27-1420 — 4-27-1424) › Section 4-27-1420 - Grounds for administrative dissolution

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.
Amended by Act 2021, No. 523,§ 6, eff. 4/1/2021.
Amended by Act 2019, No. 819,§ 7, eff. 5/1/2021.
Acts 1987, No. 958, § 64-1408; 2007, No. 638, § 15.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 14 - DISSOLUTION (§§ 4-27-1401 — 4-27-1440) › Part B - ADMINISTRATIVE DISSOLUTION (§§ 4-27-1420 — 4-27-1424) › Section 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.
Acts 1987, No. 958, § 64-1409; 2007, No. 638, § 16.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 14 - DISSOLUTION (§§ 4-27-1401 — 4-27-1440) › Part B - ADMINISTRATIVE DISSOLUTION (§§ 4-27-1420 — 4-27-1424) › Section 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.
Acts 1987, No. 958, § 64-1410; 2007, No. 638, § 17.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 14 - DISSOLUTION (§§ 4-27-1401 — 4-27-1440) › Part B - ADMINISTRATIVE DISSOLUTION (§§ 4-27-1420 — 4-27-1424) › Section 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.
Acts 1987, No. 958, § 64-1411; 2007, No. 638, § 18.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 14 - DISSOLUTION (§§ 4-27-1401 — 4-27-1440) › Part C - JUDICIAL DISSOLUTION (§§ 4-27-1430 — 4-27-1434) › Section 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.
Acts 1987, No. 958, § 64-1412.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 14 - DISSOLUTION (§§ 4-27-1401 — 4-27-1440) › Part C - JUDICIAL DISSOLUTION (§§ 4-27-1430 — 4-27-1434) › Section 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.
Acts 1987, No. 958, § 64-1413; 1987 (1st Ex. Sess.), No. 11, § 13; 2007, No. 638, § 19.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 14 - DISSOLUTION (§§ 4-27-1401 — 4-27-1440) › Part C - JUDICIAL DISSOLUTION (§§ 4-27-1430 — 4-27-1434) › Section 4-27-1432 - Receivership or custodianship

(a)
A court in a judicial proceeding brought to dissolve a corporation may appoint one (1) or more receivers to wind up and liquidate, or one (1) or more custodians to manage, the business and affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all of its property wherever located.
(b)
The court may appoint an individual or a domestic or foreign corporation (authorized to transact business in this state) as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.
(c)
The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers:
(1)
the receiver (i) may dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; and (ii) may sue and defend in his own name as receiver of the corporation in all courts of this state;
(2)
the custodian may exercise all of the powers of the corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of its shareholders and creditors.
(d)
The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the corporation, its shareholders, and creditors.
(e)
The court from time to time during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and his counsel from the assets of the corporation or proceeds from the sale of the assets.
Acts 1987, No. 958, § 64-1414.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 14 - DISSOLUTION (§§ 4-27-1401 — 4-27-1440) › Part C - JUDICIAL DISSOLUTION (§§ 4-27-1430 — 4-27-1434) › Section 4-27-1433 - Decree of dissolution

(a)
If after a hearing the court determines that one (1) or more grounds for judicial dissolution described in §
4-27-1430
exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the Secretary of State, who shall file it.
(b)
After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation's business and affairs in accordance with §
4-27-1405
and the notification of claimants in accordance with §§
4-27-1406
and
4-27-1407
.
Acts 1987, No. 958, § 64-1415.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 14 - DISSOLUTION (§§ 4-27-1401 — 4-27-1440) › Part D - MISCELLANEOUS (§ 4-27-1440) › Section 4-27-1440 - Deposit with Treasurer of State

Assets of a dissolved corporation that should be transferred to a creditor, claimant, or shareholder of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited with the Treasurer of State or other appropriate state official for safekeeping. When the creditor, claimant, or shareholder furnishes satisfactory proof of entitlement to the amount deposited, the Treasurer of State or other appropriate state official shall pay him or his representative that amount.
Acts 1987, No. 958, § 64-1416.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 15 - FOREIGN CORPORATIONS (§§ 4-27-1501 — 4-27-1532) › Part A - CERTIFICATE OF AUTHORITY (§§ 4-27-1501 — 4-27-1511) › Section 4-27-1501 - Authority to transact business required

(a)
A foreign corporation may not transact business in this state until it obtains a certificate of authority from the Secretary of State.
(b)
The following activities, among others, do not constitute transacting business within the meaning of subsection (a) of this section:
(1)
Maintaining, defending, or settling any proceeding;
(2)
Holding meetings of the board of directors or shareholders, or carrying on other activities concerning internal corporate affairs;
(3)
Maintaining bank accounts;
(4)
Maintaining offices or agencies for the transfer, exchange, and registration of the corporation's own securities or maintaining trustees or depositaries with respect to those securities;
(5)
Selling through independent contractors;
(6)
Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;
(7)
Creating or acquiring indebtedness, mortgages, and security interests in real or personal property;
(8)
Securing or collecting debts or enforcing mortgages and security interests in property securing the debts;
(9)
Owning, without more, real or personal property;
(10)
Conducting an isolated transaction that is completed within thirty (30) days and that is not one in the course of repeated transactions of a like nature;
(11)
Transacting business in interstate commerce.
(c)
The list of activities in subsection (b) of this section is not exhaustive.
Acts 1987, No. 958, § 64-1501; 1987 (1st Ex. Sess.), No. 11, § 14.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 15 - FOREIGN CORPORATIONS (§§ 4-27-1501 — 4-27-1532) › Part A - CERTIFICATE OF AUTHORITY (§§ 4-27-1501 — 4-27-1511) › Section 4-27-1503 - Application for certificate of authority

(a)
A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the Secretary of State for filing. The application must set forth:
(1)
the name of the foreign corporation or, if its name is unavailable for use in this state, a corporate name that satisfies the requirements of §
4-27-1506
;
(2)
the name of the state or country under whose law it is incorporated;
(3)
its date of incorporation and period of duration;
(4)
the street address of its principal office;
(5)
the information required by §
4-20-105(a)
; and
(6)
the number and par value, if any, of shares of the corporation's capital stock owned or to be owned by residents of this state.
(b)
The foreign corporation shall deliver with the completed application a certificate of existence (or a document of similar import) duly authenticated by the Secretary of State or other official having custody of corporate records in the state or country under whose law it is incorporated.
Acts 1987, No. 958, § 64-1503; 2007, No. 638, § 20.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 15 - FOREIGN CORPORATIONS (§§ 4-27-1501 — 4-27-1532) › Part A - CERTIFICATE OF AUTHORITY (§§ 4-27-1501 — 4-27-1511) › Section 4-27-1504 - Amended certificate of authority

(a)
A foreign corporation authorized to transact business in this state must obtain an amended certificate of authority from the Secretary of State if it changes:
(1)
its corporate name;
(2)
the period of its duration;
(3)
any of the information required by §
4-20-105(a)
; or
(4)
the state or country of its incorporation.
(b)
The requirements of §
4-27-1503
for obtaining an original certificate of authority apply to obtaining an amended certificate under this section.
Acts 1987, No. 958, § 64-1504; 2007, No. 638, § 21.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 15 - FOREIGN CORPORATIONS (§§ 4-27-1501 — 4-27-1532) › Part A - CERTIFICATE OF AUTHORITY (§§ 4-27-1501 — 4-27-1511) › Section 4-27-1505 - Effect of certificate of authority

(a)
A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this state subject, however, to the right of the state to revoke the certificate as provided in this chapter.
(b)
A foreign corporation with a valid certificate of authority has the same but no greater rights and has the same but no greater privileges as, and except as otherwise provided by this chapter, is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on, a domestic corporation of like character.
(c)
This chapter does not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state.
Acts 1987, No. 958, § 64-1505.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 15 - FOREIGN CORPORATIONS (§§ 4-27-1501 — 4-27-1532) › Part A - CERTIFICATE OF AUTHORITY (§§ 4-27-1501 — 4-27-1511) › Section 4-27-1510 - Service on foreign corporation

(a)
The registered agent of a foreign corporation authorized to transact business in this state is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the foreign corporation.
(b)
A foreign corporation may be served by registered or certified mail, return receipt requested, addressed to the secretary of the foreign corporation at its principal office shown in its application for a certificate of authority or in its most recent annual franchise tax report if the foreign corporation:
(1)
has no registered agent or its registered agent cannot with reasonable diligence be served;
(2)
has withdrawn from transacting business in this state under §
4-27-1520
; or
(3)
has had its certificate of authority revoked under §
4-27-1531
.
(c)
Service is perfected under subsection (b) of this section at the earliest of:
(1)
the date the foreign corporation receives the mail;
(2)
the date shown on the return receipt, if signed on behalf of the foreign corporation; or
(3)
five (5) days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed.
(d)
This section does not prescribe the only means, or necessarily the required means, of serving a foreign corporation.
Acts 1987, No. 958, § 64-1510.