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 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 15 - FOREIGN CORPORATIONS (§§ 4-33-1501 — 4-33-1532) › Part A - CERTIFICATE OF AUTHORITY (§§ 4-33-1501 — 4-33-1511) › Section 4-33-1502 - Consequences of transacting business without authority

(a)
A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority.
(b)
The successor to a foreign corporation that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding on that cause of action in any court in this state until the foreign corporation or its successor obtains a certificate of authority.
(c)
A court may stay a proceeding commenced by a foreign corporation, its successor, or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.
(d)
(1)
A foreign corporation that transacts business in this state without a certificate of authority shall pay a civil penalty to the state not to exceed five thousand dollars ($5,000) for each year and partial year during which it transacted business without a certificate of authority, beginning with the date it began transacting business in this state and ending on the date it obtains a certificate of authority.
(2)
(A)
The civil penalty imposed by this subsection may be recovered in a suit brought by the Secretary of State.
(B)
(i)
In addition to any civil penalty, if the court finds that a foreign corporation has transacted business in violation of this chapter, the court shall issue an injunction restraining the foreign corporation from any further transactions or the exercise of any rights and privileges in this state.
(ii)
The injunction shall remain in effect until:
(a)
All civil penalties and any interest and court costs assessed by the court have been paid; and
(b)
The foreign corporation has complied with the provisions of this subchapter.
(e)
The failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or prevent it from defending any proceeding in this state.
Acts 1993, No. 1147, § 1502; 2005, No. 1925, § 2.
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 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 15 - FOREIGN CORPORATIONS (§§ 4-33-1501 — 4-33-1532) › Part A - CERTIFICATE OF AUTHORITY (§§ 4-33-1501 — 4-33-1511) › Section 4-33-1503 - 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. 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 §
4-33-1506
;
(2)
the name of the state or country under whose law it is incorporated;
(3)
the date of incorporation and period of duration;
(4)
the street address of its principal office;
(5)
the information required by §
4-20-105(a)
;
(6)
the names and usual business or home addresses of its current directors and officers;
(7)
whether the foreign corporation has members; and
(8)
whether the corporation, if it had been incorporated in this state, would be a public benefit, mutual benefit or religious corporation.
(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 1993, No. 1147, § 1503; 2007, No. 638, § 50.
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 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 15 - FOREIGN CORPORATIONS (§§ 4-33-1501 — 4-33-1532) › Part A - CERTIFICATE OF AUTHORITY (§§ 4-33-1501 — 4-33-1511) › Section 4-33-1504 - 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 §
4-33-1503
for obtaining an original certificate of authority apply to obtaining an amended certificate under this section.
Acts 1993, No. 1147, § 1504; 2007, No. 638, § 51.
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 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 15 - FOREIGN CORPORATIONS (§§ 4-33-1501 — 4-33-1532) › Part A - CERTIFICATE OF AUTHORITY (§§ 4-33-1501 — 4-33-1511) › Section 4-33-1505 - 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 rights and enjoys the same 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 1993, No. 1147, § 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 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 15 - FOREIGN CORPORATIONS (§§ 4-33-1501 — 4-33-1532) › Part A - CERTIFICATE OF AUTHORITY (§§ 4-33-1501 — 4-33-1511) › Section 4-33-1507 - Registered office and registered agent of foreign corporation

Each foreign corporation authorized to transact business in this state must continuously maintain in this state:
(1)
a registered office with the same address as that of its registered agent; and
(2)
a registered agent, who may be:
(i)
an individual who resides in this state and whose office is identical with the registered office;
(ii)
a domestic business or nonprofit corporation whose office is identical with the registered office; or
(iii)
a foreign business or nonprofit corporation authorized to transact business in this state whose office is identical with the registered office.
Acts 1993, No. 1147, § 1507.
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 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 15 - FOREIGN CORPORATIONS (§§ 4-33-1501 — 4-33-1532) › Part A - CERTIFICATE OF AUTHORITY (§§ 4-33-1501 — 4-33-1511) › Section 4-33-1508 - Change of registered office or registered agent of foreign corporation

(a)
A foreign corporation authorized to transact business in this state may change its registered office or registered agent by delivering to the Secretary of State for filing a statement of change that sets forth:
(1)
its name;
(2)
the street address of its current registered office;
(3)
if the current registered office is to be changed, the street address of its new registered office;
(4)
the name of its current registered agent;
(5)
if the current registered agent is to be changed, the name of its new registered agent and the new agent's written consent (either on the statement or attached to it) to the appointment; and
(6)
that after the change or changes are made, the street addresses of its registered office and the office of its registered agent will be identical.
(b)
If a registered agent changes the street address of its business office, the agent may change the address of the registered office of any foreign corporation for which the agent is the registered agent by notifying the corporation in writing of the change and signing (either manually or in facsimile) and delivering to the Secretary of State for filing a statement of change that complies with the requirements of subsection (a) of this section and recites that the corporation has been notified of the change.
Acts 1993, No. 1147, § 1508.
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 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 15 - FOREIGN CORPORATIONS (§§ 4-33-1501 — 4-33-1532) › Part A - CERTIFICATE OF AUTHORITY (§§ 4-33-1501 — 4-33-1511) › Section 4-33-1509 - Resignation of registered agent of foreign corporation

(a)
The registered agent of a foreign corporation may resign as agent by signing and delivering to the Secretary of State for filing the original and two (2) exact or conformed copies of a statement of resignation. The statement of resignation may include a statement that the registered office is also discontinued.
(b)
After filing the statement, the Secretary of State shall attach the filing receipt to one (1) copy and mail the copy and receipt to the registered office if not discontinued. The Secretary of State shall mail the other copy to the foreign corporation at its principal office address, if known.
(c)
The agency is terminated, and the registered office discontinued if so provided, on the thirty-first day after the date on which the statement was filed.
Acts 1993, No. 1147, § 1509.
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 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 15 - FOREIGN CORPORATIONS (§§ 4-33-1501 — 4-33-1532) › Part A - CERTIFICATE OF AUTHORITY (§§ 4-33-1501 — 4-33-1511) › Section 4-33-1510 - 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 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 §
4-33-1520
; or
(3)
has had its certificate of authority revoked under §
4-33-1531
.
(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 1993, No. 1147, § 1510.
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 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 15 - FOREIGN CORPORATIONS (§§ 4-33-1501 — 4-33-1532) › Part B - WITHDRAWAL (§§ 4-33-1520 — 4-33-1521) › Section 4-33-1520 - Withdrawal of foreign corporation

(a)
A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the Secretary of State.
(b)
A foreign corporation authorized to transact business in this state may apply for a certificate of withdrawal by delivering an application to the Secretary of State for filing. The application must set forth:
(1)
the name of the foreign corporation and the name of the state or country under whose law it is incorporated;
(2)
that it is not transacting business in this state and that it surrenders its authority to transact business in this state;
(3)
that it revokes the authority of its registered agent to accept service on its behalf and appoints the Secretary of State as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to do business in this state;
(4)
a mailing address to which the Secretary of State may mail a copy of any process served on him or her under subdivision (b)(3) of this section; and
(5)
a commitment to notify the Secretary of State in the future of any change in the mailing address.
(c)
After the withdrawal of the corporation is effective, service of process on the Secretary of State under this section is service on the foreign corporation. Upon receipt of process, the Secretary of State shall mail a copy of the process to the foreign corporation at the post office address set forth in its application for withdrawal.
Acts 1993, No. 1147, § 1520.
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 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 15 - FOREIGN CORPORATIONS (§§ 4-33-1501 — 4-33-1532) › Part C - REVOCATION OF CERTIFICATE OF AUTHORITY (§§ 4-33-1530 — 4-33-1532) › Section 4-33-1530 - Grounds for revocation

(a)
The Secretary of State may commence a proceeding under §
4-33-1531
to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if:
(1)
the foreign corporation does not pay within one hundred twenty (120) days after they are due any franchise taxes or penalties imposed by this chapter or other law;
(2)
the foreign corporation is without a registered agent or registered office in this state for one hundred twenty (120) days or more;
(3)
the foreign corporation does not inform the Secretary of State under §
4-33-1508
or §
4-33-1509
that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued within ninety (90) days of the change, resignation, or discontinuance;
(4)
an incorporator, director, officer, or agent of the foreign corporation signed a document such person knew was false in any material respect with intent that the document be delivered to the Secretary of State for filing;
(5)
the Secretary of State receives a duly authenticated certificate from the Secretary of State or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or disappeared as the result of a merger; or
(6)
the corporation does not file the annual disclosure statement required under §
4-33-131
within sixty (60) days after it is due.
(b)
The Attorney General may commence a proceeding under §
4-33-1531
to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if:
(1)
the corporation has continued to exceed or abuse the authority conferred upon it by law; or
(2)
the corporation would have been a public benefit corporation had it been incorporated in this state and that its corporate assets in this state are being fraudulently misapplied or wasted.
Acts 1993, No. 1147, § 1530; 2007, No. 569, § 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 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 15 - FOREIGN CORPORATIONS (§§ 4-33-1501 — 4-33-1532) › Part C - REVOCATION OF CERTIFICATE OF AUTHORITY (§§ 4-33-1530 — 4-33-1532) › Section 4-33-1531 - Procedure and effect of revocation

(a)
The Secretary of State upon determining that one (1) or more grounds exist under §
4-33-1530
for revocation of a certificate of authority shall serve the foreign corporation with written notice of that determination under §
4-33-1510
.
(b)
The Attorney General upon determining that one or more grounds exist under §
4-33-1530(b)
for revocation of a certificate of authority shall request the Secretary of State to serve, and the Secretary of State shall serve the foreign corporation with written notice of that determination under §
4-33-1510
.
(c)
If the foreign corporation does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the Secretary of State that each ground for revocation determined by the Secretary of State does not exist within sixty (60) days after service of the notice is perfected under §
4-33-1510
, the Secretary of State may revoke the foreign corporation's certificate of authority by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date. The Secretary of State shall file the original of the certificate and serve a copy on the foreign corporation under §
4-33-1510
.
(d)
The authority of a foreign corporation to transact business in this state ceases on the date shown on the certificate revoking its certificate of authority.
(e)
The Secretary of State's revocation of a foreign corporation's certificate of authority appoints the Secretary of State the foreign corporation's agent for service of process in any proceeding based on a cause of action that arose during the time the foreign corporation was authorized to transact business in this state. Service of process on the Secretary of State under this subsection is service on the foreign corporation. Upon receipt of process, the Secretary of State shall mail a copy of the process to the secretary of the foreign corporation at its principal office shown in its application for a certificate of authority or in any subsequent communications received from the corporation stating the current mailing address of its principal office.
(f)
Revocation of a foreign corporation's certificate of authority does not terminate the authority of the registered agent of the corporation.
Acts 1993, No. 1147, § 1531.
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 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 15 - FOREIGN CORPORATIONS (§§ 4-33-1501 — 4-33-1532) › Part C - REVOCATION OF CERTIFICATE OF AUTHORITY (§§ 4-33-1530 — 4-33-1532) › Section 4-33-1532 - Appeal from revocation

(a)
A foreign corporation may appeal the Secretary of State's revocation of its certificate of authority to the Circuit Court of Pulaski County within thirty (30) days after the service of the certificate of revocation is perfected under §
4-33-1510
. The foreign corporation appeals by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of authority and the Secretary of State's certificate of revocation.
(b)
The court may summarily order the Secretary of State to reinstate the certificate of authority or may take any other action the court considers appropriate.
(c)
The court's final decision may be appealed as in other civil proceedings.
Acts 1993, No. 1147, § 1532.
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 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 16 - CONVERSION TO A PUBLIC WATER AUTHORITY (§ 4-33-1601) › Section 4-33-1601 - Conversion to a public water authority

A corporation which meets the definition of a qualified corporation, as defined by §
4-35-103
, may adopt a plan to convert its entity status from that of a nonprofit corporation to a water authority pursuant to §
4-35-101
et seq., unless the articles or bylaws require otherwise, if the conversion is approved:
(1)
By a majority of the members of the board of directors of the corporation; and
(2)
If the corporation has members, by the lesser of:
(A)
Two-thirds (2/3) of the votes cast by the members in person or by proxy at a regular or special meeting of the members at which a quorum as defined in §
4-33-722
is present; or
(B)
A majority of the members.
Acts 2003, No. 1330, § 2.
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 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 17 - TRANSITION PROVISIONS (§§ 4-33-1701 — 4-33-1707) › Section 4-33-1701 - Application to existing domestic corporations

All provisions of this chapter shall apply to all domestic corporations incorporated on or after January 1, 1994, as specified in §
4-33-1706
. A corporation incorporated prior to January 1, 1994, under any general statute of this state providing for incorporation of nonprofit corporations may elect to be governed by the provisions of this chapter by amending its articles of incorporation to provide that it shall be so governed. Such election may be made at any time on or after midnight, December 31, 1993, but once made shall be irrevocable. The amendment to the articles of incorporation effecting such election must be approved by the affirmative vote of at least a majority of the members of the corporation or if such corporation has no members, by the affirmative vote of at least a majority of the directors of the corporation. Domestic corporations existing prior to midnight, December 31, 1993, which do not elect to be governed by its provisions shall continue to be governed by preexisting law. Except for any applicable corporate franchise tax laws or any applicable income tax exemption laws referenced herein, nothing in this chapter shall be deemed to apply to domestic corporations or associations regulated by the Insurance Commissioner under title 23 of the Arkansas Code or related laws as nonprofit corporations including but not limited to hospital or medical service corporations, health maintenance organizations, and fraternal benefit societies.
Acts 1993, No. 1147, § 1701; 1999, No. 26, § 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 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 17 - TRANSITION PROVISIONS (§§ 4-33-1701 — 4-33-1707) › Section 4-33-1702 - Application to qualified foreign corporations

A foreign corporation authorized to transact business in this state on January 1, 1994, is subject to this chapter but is not required to obtain a new certificate of authority to transact business under this chapter. Except for any applicable corporate franchise tax laws or any applicable income tax exemption laws referenced herein, nothing in this chapter shall be deemed to apply to foreign corporations and associations regulated by the Insurance Commissioner under title 23 of the Arkansas Code or related laws as nonprofit foreign corporations including but not limited to foreign hospital or medical service corporations, health maintenance organizations, and fraternal benefit societies.
Acts 1993, No. 1147, § 1702.
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 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 17 - TRANSITION PROVISIONS (§§ 4-33-1701 — 4-33-1707) › Section 4-33-1703 - Saving provisions

(a)
Except as provided in subsection (b) of this section, the repeal of a statute by this chapter does not affect:
(1)
the operation of the statute or any action taken under it before its repeal;
(2)
any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal;
(3)
any violation of the statute or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal;
(4)
any proceeding, reorganization, or dissolution commenced under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed; or
(5)
any meeting of members or directors or action by written consent noticed or any action taken before its repeal as a result of a meeting of members or directors or action by written consent.
(b)
If a penalty or punishment imposed for violation of a statute repealed by this chapter is reduced by this chapter, the penalty or punishment if not already imposed shall be imposed in accordance with this chapter.
Acts 1993, No. 1147, § 1703.
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 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 17 - TRANSITION PROVISIONS (§§ 4-33-1701 — 4-33-1707) › Section 4-33-1704 - Severability

If any provision of this chapter or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity does not affect other provisions or applications of this chapter that can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable.
Acts 1993, No. 1147, § 1704.
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 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 17 - TRANSITION PROVISIONS (§§ 4-33-1701 — 4-33-1707) › Section 4-33-1705 - Repeal

All laws and parts of laws in conflict with this chapter are hereby repealed.
Acts 1993, No. 1147, § 1809.
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 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 17 - TRANSITION PROVISIONS (§§ 4-33-1701 — 4-33-1707) › Section 4-33-1706 - Effective date

This chapter takes effect January 1, 1994.
Acts 1993, No. 1147, § 1705.
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 33 - THE ARKANSAS NONPROFIT CORPORATION ACT OF 1993 (§§ 4-33-101 — 4-33-1707) › Subchapter 17 - TRANSITION PROVISIONS (§§ 4-33-1701 — 4-33-1707) › Section 4-33-1707 - Public benefit, mutual benefit and religious corporations

Upon electing to be governed by the provisions of this chapter, each domestic corporation existing on January 1, 1994, that becomes subject to this chapter shall be designated as a public benefit, mutual benefit or religious corporation as follows:
(1)
Any corporation designated by statute as a public benefit corporation, a mutual benefit corporation or a religious corporation is the type of corporation designated by statute;
(2)
Any corporation that does not come within subsection (1) of this section but is organized primarily or exclusively for religious purposes is a religious corporation;
(3)
Any corporation that does not come within subsection (1) or (2) of this section but that is recognized as exempt under section 501(c)(3) of the Internal Revenue Code, or any successor section, is a public benefit corporation;
(4)
Any corporation that does not come within subsection (1), (2), or (3) of this section, but that is organized for a public or charitable purpose and that upon dissolution must distribute its assets to a public benefit corporation, the United States, a state or a person that is recognized as exempt under section 501(c)(3) of the Internal Revenue Code, or any successor section, is a public benefit corporation; and
(5)
Any corporation that does not come within subsection (1), (2), (3), or (4) of this section is a mutual benefit corporation.
Acts 1993, No. 1147, § 1706.
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 34 - REHABILITATIVE SERVICES CORPORATIONS, HABILITATIVE SERVICES CORPORATIONS, AND RURAL FIRE PROTECTION CORPORATIONS (§§ 4-34-101 — 4-34-107) › Section 4-34-101 - Rehabilitative services corporations

(a)
There is authorized the creation of rehabilitative services corporations.
(b)
A rehabilitative services corporation shall be a public body and a body corporate and politic.
(c)
A rehabilitative services corporation shall be organized to assist the state in carrying out specialized and regular rehabilitative services for Arkansans in need of rehabilitative services.
Acts 1999, No. 880, § 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 34 - REHABILITATIVE SERVICES CORPORATIONS, HABILITATIVE SERVICES CORPORATIONS, AND RURAL FIRE PROTECTION CORPORATIONS (§§ 4-34-101 — 4-34-107) › Section 4-34-102 - Habilitative services corporations

(a)
There is authorized the creation of habilitative services corporations.
(b)
A habilitative services corporation shall be a public body and a body corporate and politic.
(c)
A habilitative services corporation shall be organized to provide habilitative services and other services for individuals with special educational or training needs.
Acts 1999, No. 880, § 2.
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 34 - REHABILITATIVE SERVICES CORPORATIONS, HABILITATIVE SERVICES CORPORATIONS, AND RURAL FIRE PROTECTION CORPORATIONS (§§ 4-34-101 — 4-34-107) › Section 4-34-103 - Rural fire protection corporations

(a)
There is authorized the creation of rural fire protection corporations.
(b)
A rural fire protection corporation shall be a public body and a body corporate and politic.
(c)
A rural fire protection corporation shall be organized to provide fire protection to rural areas of the state.
Acts 1999, No. 880, § 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 34 - REHABILITATIVE SERVICES CORPORATIONS, HABILITATIVE SERVICES CORPORATIONS, AND RURAL FIRE PROTECTION CORPORATIONS (§§ 4-34-101 — 4-34-107) › Section 4-34-104 - Filing for incorporation

One (1) or more persons may act as the incorporator or incorporators of a corporation authorized by this chapter by filing for incorporation in the same manner as for nonprofit corporations under the Arkansas Nonprofit Corporation Act of 1993, §
4-33-101
et seq.
Acts 1999, No. 880, § 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 34 - REHABILITATIVE SERVICES CORPORATIONS, HABILITATIVE SERVICES CORPORATIONS, AND RURAL FIRE PROTECTION CORPORATIONS (§§ 4-34-101 — 4-34-107) › Section 4-34-105 - Conversion of nonprofit corporations

(a)
A corporation organized under the Arkansas Nonprofit Corporation Act of 1993, §
4-33-101
et seq., or the Arkansas Nonprofit Corporation Act, §
4-28-201
et seq., may convert to a corporation authorized by this chapter by filing with the circuit court of the county in which the main office or principal place of business of the corporation is located signed and verified articles of incorporation and a statement that the nonprofit corporation desires to convert to a corporation authorized by this chapter.
(b)
If the circuit court finds that the articles of incorporation conform to law and that the incorporation is for a lawful purpose and is in the best interests of the public, the court may issue an order approving conversion to a corporation authorized by this chapter.
(c)
If the court approves the conversion, the articles of incorporation in duplicate, signed and verified, and a copy of the order of the court approving the conversion shall be transmitted to the Secretary of State, who shall, when a fee of one hundred dollars ($100) has been paid:
(1)
File the original of the articles in his or her office; and
(2)
Issue a certificate of incorporation to which he or she shall affix the other copy of the articles endorsed with the word "filed" and the month, day, and year of the filing and return the certificate of incorporation to the incorporators or their representative.
(d)
The new corporation shall obtain all the assets, liabilities, and obligations of the nonprofit corporation, and the obligations of the nonprofit corporation shall cease to exist on the date that the Secretary of State issues the certificate of incorporation.
Acts 1999, No. 880, § 5.
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 34 - REHABILITATIVE SERVICES CORPORATIONS, HABILITATIVE SERVICES CORPORATIONS, AND RURAL FIRE PROTECTION CORPORATIONS (§§ 4-34-101 — 4-34-107) › Section 4-34-106 - Applicability of laws

(a)
A corporation authorized by this chapter shall be subject to the provisions of the Arkansas Nonprofit Corporation Act of 1993, §
4-33-101
et seq., except to the extent that the provisions of the Arkansas Nonprofit Corporation Act of 1993, §
4-33-101
et seq., are in conflict with this chapter.
(b)
A corporation authorized by this chapter shall have the right to perpetual succession as a body politic and corporate.
Acts 1999, No. 880, § 6.
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 34 - REHABILITATIVE SERVICES CORPORATIONS, HABILITATIVE SERVICES CORPORATIONS, AND RURAL FIRE PROTECTION CORPORATIONS (§§ 4-34-101 — 4-34-107) › Section 4-34-107 - Property taxes

Nothing in this chapter shall be construed to affect the corporation's obligation to pay property taxes.
Acts 1999, No. 880, § 7.
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 35 - WATER AUTHORITY ACT (§§ 4-35-101 — 4-35-306) › Subchapter 1 - GENERAL PROVISIONS (§§ 4-35-101 — 4-35-111) › Section 4-35-101 - Legislative intent

It is the intent of the General Assembly to provide a means by which a nonprofit corporation involved in the sale, transmission, and distribution of potable water to members of the general public and commercial, industrial, and other users may form or convert its entity status from that of a body corporate to that of a public body politic and governmental entity, thereby allowing the entity the opportunity to access the tax-exempt capital markets and assuring the State of Arkansas and the customers of the entity of the lowest water rates possible.
Acts 2003, No. 1330, § 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 35 - WATER AUTHORITY ACT (§§ 4-35-101 — 4-35-306) › Subchapter 1 - GENERAL PROVISIONS (§§ 4-35-101 — 4-35-111) › Section 4-35-102 - Title

This chapter shall be known and may be cited as the "Water Authority Act".
Acts 2003, No. 1330, § 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 35 - WATER AUTHORITY ACT (§§ 4-35-101 — 4-35-306) › Subchapter 1 - GENERAL PROVISIONS (§§ 4-35-101 — 4-35-111) › Section 4-35-104 - Construction

(a)
(1)
This chapter shall be liberally construed in conformity with its intent.
(2)
To this end, it shall not be necessary to comply with the general provisions of other laws dealing with public facilities, their acquisition, construction, leasing, encumbering, or disposition, including particularly, without limitation, bidding and appraisal requirements.
(b)
All acts and activities of a water authority performed pursuant to the authority of this chapter are legislatively determined and declared to be essential governmental functions.
Acts 2003, No. 1330, § 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 35 - WATER AUTHORITY ACT (§§ 4-35-101 — 4-35-306) › Subchapter 1 - GENERAL PROVISIONS (§§ 4-35-101 — 4-35-111) › Section 4-35-105 - Authority generally

(a)
There is conferred upon a water authority the authority to take action and to do or cause to be done the things that shall be necessary or desirable to accomplish and implement the purposes and intent of this chapter according to the import of this chapter.
(b)
It is specifically understood that, except for the provisions of this chapter or the provisions of any other chapter which authorizes the conversion of a qualified corporation to a water authority, no other statutes shall govern or pertain to the creation of a water authority under this chapter or the issuance of bonds by a water authority.
(c)
A water authority authorized by this chapter shall have the right to perpetual succession as a public body politic and governmental entity.
(d)
The Arkansas Natural Resources Commission shall have the authority, including the powers set forth in §
15-20-206
, to promulgate rules for carrying out the intent of this chapter.
Acts 2003, No. 1330, § 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 35 - WATER AUTHORITY ACT (§§ 4-35-101 — 4-35-306) › Subchapter 1 - GENERAL PROVISIONS (§§ 4-35-101 — 4-35-111) › Section 4-35-106 - Members

A water authority shall not have members.
Acts 2003, No. 1330, § 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 35 - WATER AUTHORITY ACT (§§ 4-35-101 — 4-35-306) › Subchapter 1 - GENERAL PROVISIONS (§§ 4-35-101 — 4-35-111) › Section 4-35-107 - Freedom of Information Act of 1967 applicable

All meetings and records of a water authority shall be subject to the Freedom of Information Act of 1967, §
25-19-101
et seq.
Acts 2003, No. 1330, § 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 35 - WATER AUTHORITY ACT (§§ 4-35-101 — 4-35-306) › Subchapter 1 - GENERAL PROVISIONS (§§ 4-35-101 — 4-35-111) › Section 4-35-108 - Tax exemption of projects

Each project by a water authority and all income from each project is determined and declared by the General Assembly to be public property used exclusively for a public purpose and shall be exempt from ad valorem taxation by all taxing authorities.
Acts 2003, No. 1330, § 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 35 - WATER AUTHORITY ACT (§§ 4-35-101 — 4-35-306) › Subchapter 1 - GENERAL PROVISIONS (§§ 4-35-101 — 4-35-111) › Section 4-35-109 - Arkansas Public Service Commission - Exemption from jurisdiction

Water authorities organized under this chapter shall be exempt in any and all respects from the jurisdiction and control of the Arkansas Public Service Commission.
Acts 2003, No. 1330, § 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 35 - WATER AUTHORITY ACT (§§ 4-35-101 — 4-35-306) › Subchapter 1 - GENERAL PROVISIONS (§§ 4-35-101 — 4-35-111) › Section 4-35-110 - Revenues

(a)
A water authority formed pursuant to this chapter shall be operated without profit, but the rates, fees, rents, or other charges for water or wastewater collection, disposal, and treatment and other facilities, supplies, equipment, or services furnished by the water authority shall be sufficient at all times:
(1)
To pay all operating and maintenance expenses necessary or desirable for the prudent conduct of its affairs and the principal of and interest on the obligations issued or assumed by the water authority in the performance of the purposes for which it was organized; and
(2)
For the creation of adequate reserves.
(b)
The revenues of the water authority shall be devoted first to the payment of operating and maintenance expenses and the principal and interest on outstanding obligations, and thereafter to reserves for improvements, new construction, depreciation, and contingencies as the board of directors may prescribe from time to time and to other purposes approved by the board, including rebates to water users.
Acts 2003, No. 1330, § 3; 2005, No. 1653, § 2.
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 35 - WATER AUTHORITY ACT (§§ 4-35-101 — 4-35-306) › Subchapter 1 - GENERAL PROVISIONS (§§ 4-35-101 — 4-35-111) › Section 4-35-111 - Dissolution

(a)
(1)
A water authority shall be dissolved upon the expiration of its term of existence as set forth in the water authority's articles if the term of existence is less than perpetual in nature.
(2)
Upon the dissolution, a notice shall be filed with both the Arkansas Natural Resources Commission and the Secretary of State.
(b)
(1)
A water authority may also be dissolved upon filing articles of dissolution with the approval in writing by the commission.
(2)
If approved by the commission, articles of dissolution shall also be filed with the Secretary of State.
(c)
Upon dissolution, any assets of a water authority remaining after payment of claims and liabilities of the water authority shall be transferred to another water authority with approval of the commission or to the State of Arkansas or a subdivision of the state, including the commission.
Acts 2003, No. 1330, § 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 35 - WATER AUTHORITY ACT (§§ 4-35-101 — 4-35-306) › Subchapter 2 - FORMATION OF AND CONVERSION TO A PUBLIC WATER AUTHORITY (§§ 4-35-201 — 4-35-210) › Section 4-35-201 - Authority and procedure to form a water authority

Two (2) or more persons, which may include cities, counties, or other public bodies, may form a water authority authorized by this chapter by presenting to and filing with the Arkansas Natural Resources Commission the following:
(1)
Articles of constitution which shall state and include the following information:
(A)
The name of the water authority, which shall include the words "public water authority", it being understood that the water authority may adopt a fictitious operational name upon written request to and approval by the commission and the Secretary of State;
(B)
The location of the water authority's principal office;
(C)
The number of directors of the water authority, which shall be at least five (5) and shall be subject to change as provided in this chapter or in the water authority's bylaws;
(D)
The names and addresses of the proposed initial board of directors of the water authority;
(E)
The name and address of the agent for service of process of the water authority;
(F)
The proposed geographic service area over which the water authority will have jurisdiction; and
(G)
Any other matters that the proposed initial board of directors of the water authority may deem necessary and appropriate;
(2)
A copy of the water authority's proposed bylaws, along with any other information which the proposed initial board of directors of the water authority may deem necessary and appropriate;
(3)
A statement and certification from the Secretary of State that the proposed name of the water authority is not identical to that of any other water authority in the state or so nearly similar as to lead to confusion and uncertainty;
(4)
The filing and review fee that the commission may designate and determine from time to time; and
(5)
Any other information and documents which the commission may designate and require.
Acts 2003, No. 1330, § 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 35 - WATER AUTHORITY ACT (§§ 4-35-101 — 4-35-306) › Subchapter 2 - FORMATION OF AND CONVERSION TO A PUBLIC WATER AUTHORITY (§§ 4-35-201 — 4-35-210) › Section 4-35-203 - Effect of formation - Filing with Secretary of State

(a)
(1)
When articles of constitution or articles of conversion and reconstitution and other required documents have been filed with and accepted by the Arkansas Natural Resources Commission, as evidenced by the issuance by the commission of its certificate of existence in that form that the commission may deem appropriate, the water authority referred to in the articles shall come into existence and shall constitute a public body politic and governmental entity of the State of Arkansas under the name set forth in the certificate of existence, whereupon the water authority shall be vested with the rights and powers granted in this chapter.
(2)
Contemporaneously therewith, with respect to a conversion, the qualified corporation shall cease to exist and all assets and liabilities of every nature, including, without limitation, all real property, personal property, contractual obligations, lending obligations outstanding, rights afforded borrowers of federal and state funds, and other tangible and intangible assets and liabilities of every nature, without need for further action or approval by any third party, shall be vested in and shall accrue to the benefit of the water authority.
(b)
(1)
(A)
A copy of a water authority's articles of constitution or articles of conversion and reconstitution shall additionally be filed in the office of the Secretary of State after its receipt, acceptance, and approval by the commission.
(B)
The Secretary of State may require the payment of a reasonable filing and receipt fee not in excess of the filing fee charged by the Secretary of State in connection with the receipt and filing of a corporation's articles of incorporation.
(2)
Filing a copy of the articles of constitution or articles of conversion and reconstitution, as accepted and approved by the commission, with the Secretary of State shall serve to terminate and dissolve the previous corporate existence of the qualified corporation, effective as of the date of the issuance of the certificate of existence.
Acts 2003, No. 1330, § 3.