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 3 - PURPOSES AND POWERS (§§ 4-27-301 — 4-27-304) › Section 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.
Acts 1987, No. 958, § 64-304.
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 4 - NAMES (§§ 4-27-401 — 4-27-406) › Section 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 (d) and (e) 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)
In determining whether or not a corporate name is distinguishable under subsection (b) of this section, a corporate name that is different from the name of another entity or filing is distinguishable unless the only difference is one (1) or more of the following:
(1)
A suffix;
(2)
A definite or indefinite article;
(3)
The word "and" and the symbol "&";
(4)
The singular, plural, or possessive form of a word; or
(5)
A punctuation mark or a symbol.
(d)
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.
(e)
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.
Amended by Act 2023, No. 256,§ 5, eff. 8/1/2023.
Acts 1987, No. 958, § 64-401.
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 4 - NAMES (§§ 4-27-401 — 4-27-406) › Section 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.
Acts 1987, No. 958, § 64-402.
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 4 - NAMES (§§ 4-27-401 — 4-27-406) › Section 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.
Acts 1987, No. 958, § 64-403.
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 4 - NAMES (§§ 4-27-401 — 4-27-406) › Section 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.
Acts 1987, No. 958, § 64-405.
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 4 - NAMES (§§ 4-27-401 — 4-27-406) › Section 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."
Acts 2007, No. 1008, § 1.
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 6 - SHARES AND DISTRIBUTIONS (§§ 4-27-601 — 4-27-640) › Part A - SHARES (§§ 4-27-601 — 4-27-605) › Section 4-27-602 - Terms of class or series determined by board of directors

(a)
If the articles of incorporation so provide, the board of directors may determine, in whole or part, the preferences, limitations, and relative rights (within the limits set forth in §
4-27-601
) of (1) any class of shares before the issuance of any shares of that class or (2) one or more series within a class before the issuance of any shares of that series.
(b)
Each series of a class must be given a distinguishing designation.
(c)
All shares of a series must have preferences, limitations, and relative rights identical with those of other shares of the same series and, except to the extent otherwise provided in the description of the series, with those of other series of the same class.
(d)
Before issuing any shares of a class or series created under this section, the corporation must deliver to the Secretary of State for filing articles of amendment, which are effective without shareholder action, that set forth:
(1)
the name of the corporation;
(2)
the text of the amendment determining the terms of the class or series of shares;
(3)
the date it was adopted; and
(4)
a statement that the amendment was duly adopted by the board of directors.
Acts 1987, No. 958, § 64-602.
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 6 - SHARES AND DISTRIBUTIONS (§§ 4-27-601 — 4-27-640) › Part A - SHARES (§§ 4-27-601 — 4-27-605) › Section 4-27-603 - Issued and outstanding shares

(a)
A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or cancelled.
(b)
The reacquisition, redemption, or conversion of outstanding shares is subject to the limitations of subsection (c) of this section and to §
4-27-640
.
(c)
At all times that shares of the corporation are outstanding, one or more shares that together have unlimited voting rights and one or more shares that together are entitled to receive the net assets of the corporation upon dissolution must be outstanding.
Acts 1987, No. 958, § 64-603.
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 6 - SHARES AND DISTRIBUTIONS (§§ 4-27-601 — 4-27-640) › Part A - SHARES (§§ 4-27-601 — 4-27-605) › Section 4-27-604 - Fractional shares

(a)
A corporation may:
(1)
issue fractions of a share or pay in money the value of fractions of a share;
(2)
arrange for disposition of fractional shares by the shareholders;
(3)
issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share.
(b)
Each certificate representing scrip must be conspicuously labeled "scrip" and must contain the information required by §
4-27-625(b)
.
(c)
The holder of a fractional share is entitled to exercise the rights of a shareholder, including the right to vote, to receive dividends, and to participate in the assets of the corporation upon liquidation. The holder of scrip is not entitled to any of these rights unless the scrip provides for them.
(d)
The board of directors may authorize the issuance of scrip subject to any condition considered desirable, including:
(1)
that the scrip will become void if not exchanged for full shares before a specified date; and
(2)
that the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders.
Acts 1987, No. 958, § 64-604.
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 6 - SHARES AND DISTRIBUTIONS (§§ 4-27-601 — 4-27-640) › Part B - ISSUANCE OF SHARES (§§ 4-27-620 — 4-27-629) › Section 4-27-620 - Subscription for shares before incorporation

(a)
A subscription for shares entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation.
(b)
The board of directors may determine the payment terms of subscription for shares that were entered into before incorporation, unless the subscription agreement specifies them. A call for payment by the board of directors must be uniform so far as practicable as to all shares of the same class or series, unless the subscription agreement specifies otherwise.
(c)
Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement.
(d)
If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and may sell the shares if the debt remains unpaid for more than 20 days after the corporation sends written demand for payment to the subscriber.
(e)
A corporation that issues shares pursuant to a subscription agreement entered into before incorporation must comply with §
4-27-621(b), (c), and (f)
. A subscription agreement entered into after incorporation is a contract between the subscriber and the corporation subject to all of the provisions of §
4-27-621
.
Acts 1987, No. 958, § 64-605.
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 6 - SHARES AND DISTRIBUTIONS (§§ 4-27-601 — 4-27-640) › Part B - ISSUANCE OF SHARES (§§ 4-27-620 — 4-27-629) › Section 4-27-621 - Issuance of shares

(a)
The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation.
(b)
The board of directors may authorize shares to be issued for consideration consisting of money paid, labor done, or property actually received. Neither promissory notes nor the promise of future services shall constitute valid consideration for the issuance of shares.
(c)
Shares having a par value may not be issued for consideration less than the par value of such shares.
(d)
Before the corporation issues shares, the board of directors must determine that the consideration received or to be received for shares to be issued is adequate. That determination by the board of directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid, and nonassessable.
(e)
When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued therefor are fully paid and nonassessable.
(f)
Shares may not be issued until the full amount of the consideration for the shares, fixed as provided by law, has been paid.
Acts 1987, No. 958, § 64-606.
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 6 - SHARES AND DISTRIBUTIONS (§§ 4-27-601 — 4-27-640) › Part B - ISSUANCE OF SHARES (§§ 4-27-620 — 4-27-629) › Section 4-27-622 - Liability of shareholders

(a)
A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the full consideration, fixed as provided by law, for which the shares were issued or were to be issued.
(b)
Unless otherwise provided in the articles of incorporation, a shareholder of a corporation is not personally liable for the acts or debts of the corporation except that he may become personally liable by reason of his own acts or conduct.
Acts 1987, No. 958, § 64-607.
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 6 - SHARES AND DISTRIBUTIONS (§§ 4-27-601 — 4-27-640) › Part B - ISSUANCE OF SHARES (§§ 4-27-620 — 4-27-629) › Section 4-27-623 - Share dividends

(a)
Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders or to the shareholders of one (1) or more classes or series. An issuance of shares under this subsection is a share dividend.
(b)
Shares of one class or series may not be issued as a share dividend in respect of shares of another class or series unless (1) the articles of incorporation so authorize, (2) a majority of the votes entitled to be cast by the class or series to be issued approve the issue, or (3) there are no outstanding shares of the class or series to be issued.
(c)
If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, it is the date the board of directors authorizes the share dividend.
Acts 1987, No. 958, § 64-608.
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 6 - SHARES AND DISTRIBUTIONS (§§ 4-27-601 — 4-27-640) › Part B - ISSUANCE OF SHARES (§§ 4-27-620 — 4-27-629) › Section 4-27-624 - Share options

A corporation may issue rights, options, or warrants for the purchase of shares of the corporation. The board of directors shall determine the terms upon which the rights, options, or warrants are issued, their form and content, and the consideration for which the shares are to be issued.
Acts 1987, No. 958, § 64-609.
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 6 - SHARES AND DISTRIBUTIONS (§§ 4-27-601 — 4-27-640) › Part B - ISSUANCE OF SHARES (§§ 4-27-620 — 4-27-629) › Section 4-27-625 - Form and content of certificates

(a)
Shares may but need not be represented by certificates. Unless this chapter or another statute expressly provides otherwise, the rights and obligations of shareholders are identical whether or not their shares are represented by certificates.
(b)
At a minimum each share certificate must state on its face:
(1)
the name of the issuing corporation and that it is organized under the law of this state;
(2)
the name of the person to whom issued;
(3)
the number and class of shares and the designation of the series, if any, the certificate represents; and
(4)
the par value of the shares, or if the shares have no par value, a statement of such fact.
(c)
If the issuing corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences, and limitations applicable to each class and the variations in rights, preferences, and limitations determined for each series (and the authority of the board of directors to determine variations for future series) must be summarized on the front or back of each certificate. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish the shareholder this information on request in writing and without charge.
(d)
Each share certificate (1) must be signed (either manually or in facsimile) by two officers designated in the bylaws or by the board of directors and (2) must bear the corporate seal or its facsimile.
(e)
If the person who signed (either manually or in facsimile) a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid.
Acts 1987, No. 958, § 64-610.
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 6 - SHARES AND DISTRIBUTIONS (§§ 4-27-601 — 4-27-640) › Part B - ISSUANCE OF SHARES (§§ 4-27-620 — 4-27-629) › Section 4-27-626 - Shares without certificates

(a)
Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issue of some or all the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the corporation.
(b)
Within a reasonable time after the issue or transfer of shares without certificates, the corporation shall send the shareholder a written statement of the information required on certificates by §
4-27-625(b) and (c)
, and, if applicable, §
4-27-627
.
Acts 1987, No. 958, § 64-611; 1987 (1st Ex. Sess.), No. 11, § 3.
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 6 - SHARES AND DISTRIBUTIONS (§§ 4-27-601 — 4-27-640) › Part B - ISSUANCE OF SHARES (§§ 4-27-620 — 4-27-629) › Section 4-27-627 - Restriction on transfer of shares and other securities

(a)
The articles of incorporation, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction.
(b)
A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by §
4-27-626(b)
. Unless so noted, a restriction is not enforceable against a person without knowledge of the restriction.
(c)
A restriction on the transfer or registration of transfer of shares is authorized:
(1)
to maintain the corporation's status when it is dependent on the number or identity of its shareholders;
(2)
to preserve exemptions under federal or state securities law;
(3)
for any other reasonable purpose.
(d)
A restriction on the transfer or registration of transfer of shares may:
(1)
obligate the shareholder first to offer the corporation or other persons (separately, consecutively, or simultaneously) an opportunity to acquire the restricted shares;
(2)
obligate the corporation or other persons (separately, consecutively, or simultaneously) to acquire the restricted shares;
(3)
require the corporation, the holders of any class of its shares, or another person to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable;
(4)
prohibit the transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.
(e)
For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.
Acts 1987, No. 958, § 64-612; 1987 (1st Ex. Sess.), No. 11, § 4.
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 6 - SHARES AND DISTRIBUTIONS (§§ 4-27-601 — 4-27-640) › Part B - ISSUANCE OF SHARES (§§ 4-27-620 — 4-27-629) › Section 4-27-628 - Expense of issue

A corporation may pay the expenses of selling or underwriting its shares, and of organizing or reorganizing the corporation, from the consideration received for shares.
Acts 1987, No. 958, § 64-613.
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 6 - SHARES AND DISTRIBUTIONS (§§ 4-27-601 — 4-27-640) › Part C - SUBSEQUENT ACQUISITION OF SHARES BY SHAREHOLDER AND CORPORATION (§§ 4-27-630 — 4-27-632) › Section 4-27-630 - Shareholders' preemptive rights

(a)
The shareholders of a corporation do not have a preemptive right to acquire the corporation's unissued shares except to the extent the articles of incorporation so provide.
(b)
A statement included in the articles of incorporation that "the corporation elects to have preemptive rights" (or words of similar import) means that the following principles apply except to the extent the articles of incorporation expressly provide otherwise:
(1)
The shareholders of the corporation have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the corporation's unissued shares upon the decision of the board of directors to issue them.
(2)
A shareholder may waive his preemptive right. A waiver evidenced by a writing is irrevocable even though it is not supported by consideration.
(3)
There is no preemptive right with respect to:
(i)
shares issued as compensation to directors, officers, agents, or employees of the corporation, its subsidiaries or affiliates;
(ii)
shares issued to satisfy conversion or option rights created to provide compensation to directors, officers, agents, or employees of the corporation, its subsidiaries or affiliates;
(iii)
shares authorized in articles of incorporation that are issued within six (6) months from the effective date of incorporation;
(iv)
shares sold otherwise than for money.
(4)
Holders of shares of any class without general voting rights but with preferential rights to distributions or assets have no preemptive rights with respect to shares of any class.
(5)
Holders of shares of any class with general voting rights but without preferential rights to distributions or assets have no preemptive rights with respect to shares of any class with preferential rights to distributions or assets unless the shares with preferential rights are convertible into or carry a right to subscribe for or acquire shares without preferential rights.
(6)
Shares subject to preemptive rights that are not acquired by shareholders may be issued to any person for a period of one (1) year after being offered to shareholders at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of one year is subject to the shareholders' preemptive rights.
(c)
For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.
Acts 1987, No. 958, § 64-614.
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 6 - SHARES AND DISTRIBUTIONS (§§ 4-27-601 — 4-27-640) › Part C - SUBSEQUENT ACQUISITION OF SHARES BY SHAREHOLDER AND CORPORATION (§§ 4-27-630 — 4-27-632) › Section 4-27-631 - Corporation's acquisition of its own shares

(a)
A corporation may acquire its own shares, and shares so acquired constitute authorized but unissued shares.
(b)
If the articles of incorporation prohibit the reissue of acquired shares, the number of authorized shares is reduced by the number of shares acquired, effective upon amendment of the articles of incorporation.
(c)
The board of directors may adopt articles of amendment under this section without shareholder action and deliver them to the Secretary of State for filing. The articles must set forth:
(1)
the name of the corporation;
(2)
the reduction in the number of authorized shares, itemized by class and series; and
(3)
the total number of authorized shares, itemized by class and series, remaining after reduction of the shares.
Acts 1987, No. 958, § 64-615.
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 7 - SHAREHOLDERS (§§ 4-27-701 — 4-27-740) › Part A - SHARES (§§ 4-27-701 — 4-27-708) › Section 4-27-701 - Annual meeting

(a)
A corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws.
(b)
(1)
Annual shareholders' meetings may be held at a physical location or solely or partially by means of remote communication, in or out of this state, at a place stated in or fixed according to the bylaws of the corporation.
(2)
(A)
An annual shareholders' meeting held solely by means of remote communication or through a combination of remote communication and an in-person meeting is allowed to the extent that:
(i)
The corporation's board of directors authorizes and adopts guidelines and procedures governing a remote annual shareholders' meeting; and
(ii)
Shareholders and proxy holders have the capability to participate through a method of remote communication.
(B)
The guidelines and procedures governing a remote meeting shall provide verified shareholders and proxy holders who are not physically present at a shareholders' meeting to:
(i)
Have a reasonable opportunity to participate in the meeting;
(ii)
Be deemed present at the meeting; and
(iii)
Be permitted to vote on matters submitted at the meeting.
(c)
The failure to hold an annual meeting at the time stated in or fixed according to a corporation's bylaws, or solely or partially by means of remote communication, does not affect the validity of any corporate action.
(d)
If the articles of incorporation or bylaws of an investment company so provide, the corporation is not required to hold an annual meeting in any year in which no action is to be taken which requires a vote of shareholders under the Investment Company Act of 1940, unless a meeting is called by more than fifty percent (50%) of the holders of all classes of shares of the corporation or by more than fifty percent (50%) of the board of directors.
Amended by Act 2021, No. 253,§ 2, eff. 3/4/2021.
Acts 1987, No. 958, § 64-701; 1989, No. 583, § 3.
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 7 - SHAREHOLDERS (§§ 4-27-701 — 4-27-740) › Part A - SHARES (§§ 4-27-701 — 4-27-708) › Section 4-27-702 - Special meeting

(a)
A corporation shall hold a special meeting of shareholders:
(1)
on call of its board of directors or the person or persons authorized to do so by the articles of incorporation or bylaws; or
(2)
if the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation's secretary one (1) or more written demands for the meeting describing the purpose or purposes for which it is to be held.
(b)
If not otherwise fixed under §
4-27-703
or §
4-27-707
, the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand.
(c)
(1)
Special shareholders' meetings may be held at a physical location or solely or partially by means of remote communication, in or out of this state at a place stated in or fixed according to the bylaws of the corporation.
(2)
(A)
A meeting held solely by means of remote communication or through a combination of remote communication and an in-person meeting is allowed to the extent that:
(i)
The corporation's board of directors authorizes and adopts guidelines and procedures governing a remote annual shareholders' meeting; and
(ii)
Shareholders and proxy holders have the capability to participate through a method of remote communication.
(B)
The guidelines and procedures governing a remote special shareholders' meeting shall provide verified shareholders and proxy holders who are not physically present at a shareholders' meeting to:
(i)
Have a reasonable opportunity to participate in the meeting;
(ii)
Be deemed present at the meeting; and
(iii)
Be permitted to vote on matters submitted at the meeting.
(d)
Only business within the purpose or purposes described in the meeting notice required by §
4-27-705(c)
may be conducted at a special shareholders' meeting.
Amended by Act 2021, No. 253,§ 3, eff. 3/4/2021.
Acts 1987, No. 958, § 64-702.
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 7 - SHAREHOLDERS (§§ 4-27-701 — 4-27-740) › Part A - SHARES (§§ 4-27-701 — 4-27-708) › Section 4-27-703 - Court-ordered meeting

(a)
The circuit court of the county where a corporation's principal office is located or the Pulaski County Circuit Court, if the corporation does not have a principal office in this state, may summarily order a meeting to be held:
(1)
on application of any shareholder of the corporation entitled to participate in an annual meeting if an annual meeting was not held within the earlier of six (6) months after the end of the corporation's fiscal year or fifteen (15) months after its last annual meeting; or
(2)
on application of a shareholder who signed a demand for a special meeting valid under §
4-27-702
, if:
(i)
notice of the special meeting was not given within thirty (30) days after the date the demand was delivered to the corporation's secretary; or
(ii)
the special meeting was not held in accordance with the notice.
(b)
The court may fix the time and place of the meeting, determine the shares entitled to participate in the meeting, specify a record date for determining shareholders entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting (or direct that the votes represented at the meeting constitute a quorum for action on those matters), and enter other orders necessary to accomplish the purpose or purposes of the meeting.
Acts 1987, No. 958, § 64-703; 2007, No. 638, § 8.
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 7 - SHAREHOLDERS (§§ 4-27-701 — 4-27-740) › Part A - SHARES (§§ 4-27-701 — 4-27-708) › Section 4-27-704 - Action without meeting

(a)
Action on proposals to increase the capital stock or bond indebtedness of a corporation may be taken without a meeting of shareholders if one (1) or more written consents, setting forth the action so taken, shall be signed by all of the shareholders of the corporation. Any other action required or permitted by this chapter to be taken at a meeting of shareholders may be taken without a meeting if one (1) or more written consents, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Any written consent executed by one (1) or more shareholders pursuant to this section shall be delivered to the corporation for inclusion in the minutes or filing with the corporate records.
(b)
If not otherwise fixed under §
4-27-703
or §
4-27-707
, the record date for determining shareholders entitled to take action without a meeting is the date the first shareholder signs the consent under subsection (a) of this section.
(c)
A consent signed under this section has the effect of a meeting vote and may be described as such in any document.
(d)
If this chapter requires that notice of proposed action be given to nonvoting shareholders and the action is to be taken by written consent of the voting shareholders, the corporation must give its nonvoting shareholders written notice of the proposed action at least ten (10) days before the action is taken. The notice must contain or be accompanied by the same material that, under this chapter, would have been required to be sent to nonvoting shareholders in a notice of meeting at which the proposed action would have been submitted to the shareholders for action.
Acts 1987, No. 958, § 64-704.
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 7 - SHAREHOLDERS (§§ 4-27-701 — 4-27-740) › Part A - SHARES (§§ 4-27-701 — 4-27-708) › Section 4-27-705 - Notice of meeting

(a)
A corporation shall notify shareholders of the date, time, and place of each annual and special shareholders' meeting no fewer than sixty (60) nor more than seventy-five (75) days before the meeting date if a proposal to increase the authorized capital stock or bond indebtedness of the corporation is to be submitted, and no fewer than ten (10) nor more than sixty (60) days before the meeting date in all other cases. Unless this chapter or the articles of incorporation require otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting.
(b)
Unless this chapter or the articles of incorporation require otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called.
(c)
Notice of a special meeting must include a description of the purpose or purposes for which the meeting is called. For purposes of this section, an annual meeting at which a proposal to increase the authorized capital stock or bond indebtedness of the corporation is to be submitted shall be deemed a special meeting.
(d)
If not otherwise fixed under §
4-27-703
or §
4-27-707
, the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders' meeting is the day before the first notice is delivered to shareholders.
(e)
Unless the bylaws require otherwise, if an annual or special shareholders' meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under §
4-27-707
, however, notice of the adjourned meeting must be given under this section to persons who are shareholders as of the new record date.
Acts 1987, No. 958, § 64-705; 1987 (1st Ex. Sess.), No. 11, § 4[4A].
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 7 - SHAREHOLDERS (§§ 4-27-701 — 4-27-740) › Part A - SHARES (§§ 4-27-701 — 4-27-708) › Section 4-27-706 - Waiver of notice

(a)
A shareholder may waive any notice required by this chapter, the articles of incorporation, or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the shareholder entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.
(b)
A shareholder's attendance at a meeting:
(1)
waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting;
(2)
waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.
Acts 1987, No. 958, § 64-706.
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 7 - SHAREHOLDERS (§§ 4-27-701 — 4-27-740) › Part A - SHARES (§§ 4-27-701 — 4-27-708) › Section 4-27-707 - Record date

(a)
The bylaws may fix or provide the manner of fixing the record date for one (1) or more voting groups in order to determine the shareholders entitled to notice of a shareholders' meeting, to demand a special meeting, to vote, or to take any other action. If the bylaws do not fix or provide for fixing a record date, the board of directors of the corporation may fix a future date as the record date.
(b)
A record date fixed under this section may not be more than seventy (70) days before the meeting or action requiring a determination of shareholders.
(c)
A determination of shareholders entitled to notice of or to vote at a shareholders' meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.
(d)
If a court orders a meeting adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting, it may provide that the original record date continues in effect or it may fix a new record date.
Acts 1987, No. 958, § 64-707.
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 7 - SHAREHOLDERS (§§ 4-27-701 — 4-27-740) › Part B - VOTING (§§ 4-27-720 — 4-27-729) › Section 4-27-720 - Shareholders' list for meeting

(a)
After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders' meeting. The list must be arranged by voting group (and within each voting group by class or series of shares) and show the address of and number of shares held by each shareholder.
(b)
The shareholders' list must be available for inspection by any shareholder, beginning two (2) business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the corporation's principal office or at a place identified in the meeting notice in the city where the meeting will be held. A shareholder, his agent, or attorney is entitled on written demand to inspect and, subject to the requirements of §
4-27-1602(c)
, to copy the list, during regular business hours and at his expense, during the period it is available for inspection.
(c)
The corporation shall make the shareholders' list available at the meeting, and any shareholder, his agent, or attorney is entitled to inspect the list at any time during the meeting or any adjournment.
(d)
If the corporation refuses to allow a shareholder, his or her agent, or attorney to inspect the shareholders' list before or at the meeting or copy the list as permitted by subsection (b) of this section, the circuit court of the county where a corporation's principal office is located or the Pulaski County Circuit Court, if the corporation does not have a principal office in this state, on application of the shareholder, may summarily order the inspection or copying at the corporation's expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete.
(e)
Refusal or failure to prepare or make available the shareholders' list does not affect the validity of action taken at the meeting.
Acts 1987, No. 958, § 64-708; 2007, No. 638, § 9.