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 15 - FOREIGN CORPORATIONS (§§ 4-27-1501 — 4-27-1532) › Part B - WITHDRAWAL (§§ 4-27-1520 — 4-27-1521) › Section 4-27-1520 - 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 transact business in this state;
(4)
a mailing address to which the Secretary of State may mail a copy of any process served on him under subdivision (b)(3) of this section; and
(5)
a commitment to notify the Secretary of State in the future of any change in its 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 mailing address set forth under subsection (b) of this section.
Acts 1987, No. 958, § 64-1511.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 15 - FOREIGN CORPORATIONS (§§ 4-27-1501 — 4-27-1532) › Part C - REVOCATION OF CERTIFICATE OF AUTHORITY (§§ 4-27-1530 — 4-27-1532) › Section 4-27-1530 - Grounds for revocation

The Secretary of State may commence a proceeding under §
4-27-1531
to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if:
(1)
the foreign corporation does not deliver its annual franchise tax report to the Secretary of State within sixty (60) days after it is due;
(2)
the foreign corporation does not pay within sixty (60) days after they are due any franchise taxes or penalties imposed by this chapter or other law;
(3)
the foreign corporation is without a registered agent in this state for sixty (60) days or more;
(4)
the foreign corporation does not file an appropriate notice with the Secretary of State within sixty (60) days of the change or resignation of the foreign corporation's registered agent;
(5)
an incorporator, director, officer, or agent of the foreign corporation signed a document he or she knew was false in any material respect with intent that the document be delivered to the Secretary of State for filing;
(6)
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.
Amended by Act 2021, No. 523,§ 7, eff. 4/1/2021.
Amended by Act 2019, No. 819,§ 8, eff. 5/1/2021.
Acts 1987, No. 958, § 64-1512; 1987 (1st Ex. Sess.), No. 11, § 17; 2007, No. 638, § 23.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 15 - FOREIGN CORPORATIONS (§§ 4-27-1501 — 4-27-1532) › Part C - REVOCATION OF CERTIFICATE OF AUTHORITY (§§ 4-27-1530 — 4-27-1532) › Section 4-27-1531 - Procedure for and effect of revocation

(a)
If the Secretary of State determines that one (1) or more grounds exist under §
4-27-1530
for revocation of a certificate of authority, he shall serve the foreign corporation with written notice of his determination under §
4-27-1510
.
(b)
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 determined by the Secretary of State does not exist within sixty (60) days after service of the notice is perfected under §
4-27-1510
, 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 §
4-27-1510
.
(c)
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.
(d)
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 which 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 most recent annual franchise tax report or in any subsequent communication received from the corporation stating the current mailing address of its principal office, or, if none are on file, in its application for a certificate of authority.
(e)
Revocation of a foreign corporation's certificate of authority does not terminate the authority of the registered agent of the corporation.
Acts 1987, No. 958, § 64-1513.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 15 - FOREIGN CORPORATIONS (§§ 4-27-1501 — 4-27-1532) › Part C - REVOCATION OF CERTIFICATE OF AUTHORITY (§§ 4-27-1530 — 4-27-1532) › Section 4-27-1532 - Appeal from revocation

(a)
A foreign corporation may appeal the Secretary of State's revocation of its certificate of authority to the Pulaski County Circuit Court within thirty (30) days after service of the certificate of revocation is perfected under §
4-27-1510
. 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 1987, No. 958, § 64-1514.
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 16 - RECORDS AND REPORTS (§§ 4-27-1601 — 4-27-1622) › Part A - RECORDS (§§ 4-27-1601 — 4-27-1605) › Section 4-27-1601 - Corporate records

(a)
A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation.
(b)
A corporation shall maintain appropriate accounting records.
(c)
A corporation or its agent shall maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order by class of shares showing the number and class of shares held by each.
(d)
A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
(e)
A corporation shall keep a copy of the following records at its principal office:
(1)
its articles or restated articles of incorporation and all amendments to them currently in effect;
(2)
its bylaws or restated bylaws and all amendments to them currently in effect;
(3)
resolutions adopted by its board of directors creating one (1) or more classes or series of shares, and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding;
(4)
the minutes of all shareholders' meetings, and records of all action taken by shareholders without a meeting, for the past three (3) years;
(5)
all written communications to shareholders generally within the past three (3) years, including the financial statements furnished for the past three (3) years under §
4-27-1620
;
(6)
a list of the names and business addresses of its current directors and officers; and
(7)
its most recent annual franchise tax report delivered to the Secretary of State under §
4-27-1622
.
Amended by Act 2021, No. 523,§ 8, eff. 4/1/2021.
Amended by Act 2019, No. 819,§ 9, eff. 5/1/2021.
Acts 1987, No. 958, § 64-1601.
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 16 - RECORDS AND REPORTS (§§ 4-27-1601 — 4-27-1622) › Part A - RECORDS (§§ 4-27-1601 — 4-27-1605) › Section 4-27-1602 - Inspection of records by shareholders

(a)
A shareholder of a corporation is entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the records of the corporation described in §
4-27-1601(e)
if he gives the corporation written notice of his demand at least five (5) business days before the date on which he wishes to inspect and copy.
(b)
A shareholder of a corporation is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation if the shareholder meets the requirements of subsection (c) of this section and gives the corporation written notice of his demand at least five (5) business days before the date on which he wishes to inspect and copy:
(1)
excerpts from minutes of any meeting of the board of directors, records of any action of a committee of the board of directors while acting in place of the board of directors on behalf of the corporation, minutes of any meeting of the shareholders, and records of action taken by the shareholders or board of directors without a meeting, to the extent not subject to inspection under subsection (a) of this section;
(2)
accounting records of the corporation; and
(3)
the record of shareholders.
(c)
A shareholder may inspect and copy the records described in subsection (b) of this section only if:
(1)
his demand is made in good faith and for a proper purpose;
(2)
he describes with reasonable particularity his purpose and the records he desires to inspect; and
(3)
the records are directly connected with his purpose.
(d)
The right of inspection granted by this section may not be abolished or limited by a corporation's articles of incorporation or bylaws.
(e)
This section does not affect:
(1)
the right of a shareholder to inspect records under §
4-27-720
or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant;
(2)
the power of a court, independently of this chapter, to compel the production of corporate records for examination.
(f)
For purposes of this section, "shareholder" includes a beneficial owner whose shares are held in a voting trust or by a nominee on his behalf.
Acts 1987, No. 958, § 64-1602; 1987 (1st Ex. Sess.), No. 11, § 18.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 16 - RECORDS AND REPORTS (§§ 4-27-1601 — 4-27-1622) › Part A - RECORDS (§§ 4-27-1601 — 4-27-1605) › Section 4-27-1603 - Scope of inspection right

(a)
A shareholder's agent or attorney has the same inspection and copying rights as the shareholder he represents.
(b)
The right to copy records under §
4-27-1602
includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means.
(c)
The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the shareholder. The charge may not exceed the estimated cost of production or reproduction of the records.
(d)
The corporation may comply with a shareholder's demand to inspect the record of shareholders under §
4-27-1602(b)(3)
by providing him with a list of its shareholders that was compiled no earlier than the date of the shareholder's demand.
Acts 1987, No. 958, § 64-1603.
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 16 - RECORDS AND REPORTS (§§ 4-27-1601 — 4-27-1622) › Part A - RECORDS (§§ 4-27-1601 — 4-27-1605) › Section 4-27-1604 - Court-ordered inspection

(a)
If a corporation does not allow a shareholder who complies with §
4-27-1602(a)
to inspect and copy any records required by that subsection to be available for inspection, the circuit court of the county where the corporation's principal office is located or the Pulaski County Circuit Court, if the corporation does not have a principal office in this state, may summarily order inspection and copying of the records demanded at the corporation's expense upon application of the shareholder.
(b)
If a corporation does not within a reasonable time allow a shareholder to inspect and copy any other record, the shareholder who complies with §
4-27-1602(b) and (c)
may apply to the circuit court in the county where the corporation's principal office is located or the Pulaski County Circuit Court, if the corporation does not have a principal office in this state, for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis.
(c)
If the court orders inspection and copying of the records demanded, it shall also order the corporation to pay the shareholder's costs (including reasonable counsel fees) incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the shareholder to inspect the records demanded.
(d)
If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding shareholder.
Acts 1987, No. 958, § 64-1604; 2007, No. 638, § 24.
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 16 - RECORDS AND REPORTS (§§ 4-27-1601 — 4-27-1622) › Part B - REPORTS (§§ 4-27-1620 — 4-27-1622) › Section 4-27-1620 - Financial statements for shareholders

(a)
A corporation shall furnish its shareholders annual financial statements, which may be consolidated or combined statements of the corporation and one (1) or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of changes in shareholders' equity for the year unless that information appears elsewhere in the financial statements. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.
(b)
If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the president or the person responsible for the corporation's accounting records:
(1)
stating his or her reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and
(2)
describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.
(c)
A corporation shall furnish the annual financial statements to each shareholder within one hundred twenty (120) days after the close of each fiscal year. Thereafter, on written request from a shareholder who was not furnished the statements, the corporation shall furnish the shareholder the latest financial statements.
(d)
(1)
The requirement to furnish annual financial statements as described in subsection (c) of this section may be satisfied by sending annual financial statements to the shareholder's last known address as shown in the corporation's records by mail or, if a shareholder has provided an appropriate address for sending notices to the shareholder, by electronic mail or facsimile transmission.
(2)
So long as a corporation has an outstanding class of securities registered under section 12 of the Securities Exchange Act of 1934,
15 U.S.C. § 78a
et seq., the requirement to furnish annual financial statements may also be satisfied by the corporation's compliance with
17 C.F.R. § 240.14a-16
, as it existed on January 1, 2017, with respect to the obligation of a corporation to furnish an annual financial report to shareholders in accordance with
17 C.F.R. § 240.14a-3(b)
, as it existed on January 1, 2017.
Amended by Act 2017, No. 553,§ 2, eff. 8/1/2017.
Amended by Act 2017, No. 553,§ 1, eff. 8/1/2017.
Acts 1987, No. 958, § 64-1605.
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 16 - RECORDS AND REPORTS (§§ 4-27-1601 — 4-27-1622) › Part B - REPORTS (§§ 4-27-1620 — 4-27-1622) › Section 4-27-1621 - Other reports to shareholders

If a corporation indemnifies or advances expenses to a director under §
4-27-850
in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next shareholders' meeting.
Acts 1987, No. 958, § 64-1606.
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 16 - RECORDS AND REPORTS (§§ 4-27-1601 — 4-27-1622) › Part B - REPORTS (§§ 4-27-1620 — 4-27-1622) › Section 4-27-1622 - Annual franchise tax report for Secretary of State

(a)
Each domestic corporation, and each foreign corporation authorized to transact business in this state, shall deliver to the Secretary of State for filing an annual franchise tax report that sets forth:
(1)
the name of the corporation;
(2)
the jurisdiction under which the corporation is incorporated;
(3)
the information required by §
4-20-105(a)
;
(4)
the address of its principal office, as defined in §
4-27-140
, wherever it is located;
(5)
the names of its principal officers;
(6)
the total number of authorized shares, itemized by class and series, if any, within each class;
(7)
the total number of issued and outstanding shares, itemized by class and series, if any, within each class; and
(8)
such other information as the Secretary of State may specify in a form promulgated under §
4-27-121(a)
.
(b)
The requirements as to the applicability, use, and filing of the annual franchise tax report shall be as set forth in the Arkansas Corporate Franchise Tax Act of 1979, §
26-54-101
et seq.
Amended by Act 2023, No. 459,§ 1, eff. 8/1/2023.
Amended by Act 2021, No. 523,§ 9, eff. 4/1/2021.
Amended by Act 2019, No. 819,§ 10, eff. 5/1/2021.
Acts 1987, No. 958, § 64-1607; 2007, No. 638, § 25.
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 17 - TRANSITION PROVISIONS (§§ 4-27-1701 — 4-27-1706) › Section 4-27-1701 - Application to existing domestic corporations

This chapter applies to all domestic corporations incorporated on or after its effective date as specified in §
4-27-1706
. A corporation incorporated prior to such effective date under any general statute of this state providing for incorporation of corporations for profit 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, 1987, but once made shall be irrevocable. The amendment to the articles of incorporation effecting such election must be approved by the affirmative vote of the holders of at least two-thirds (2/3) of the shares of each outstanding class of the corporation's capital stock. Domestic corporations existing prior to midnight, December 31, 1987, which do not elect to be governed by its provisions shall continue to be governed by preexisting law.
Acts 1987, No. 958, § 64-1701.
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 17 - TRANSITION PROVISIONS (§§ 4-27-1701 — 4-27-1706) › Section 4-27-1702 - Application to qualified foreign corporations

A foreign corporation authorized to transact business in this state at midnight, December 31, 1987, is subject to this chapter but is not required to obtain a new certificate of authority to transact business under this chapter.
Acts 1987, No. 958, § 64-1702.
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 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 17 - TRANSITION PROVISIONS (§§ 4-27-1701 — 4-27-1706) › Section 4-27-1703 - 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.
(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 1987, No. 958, § 64-1703.
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 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 17 - TRANSITION PROVISIONS (§§ 4-27-1701 — 4-27-1706) › Section 4-27-1704 - 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 1987, No. 958, § 64-1704.
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 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 17 - TRANSITION PROVISIONS (§§ 4-27-1701 — 4-27-1706) › Section 4-27-1705 - Fees

The fees chargeable by the Secretary of State for services under the Arkansas Business Corporation Act, §
4-26-101
et seq. shall be as follows:
(1)
Articles of incorporation ..........................................................................................................................................................................
$50.00
(2)
Amendment to articles of incorporation ..............................................................................................................................................
50.00
(3)
Articles of merger or consolidation ......................................................................................................................................................
100.00
(4)
Articles of dissolution .............................................................................................................................................................................
50.00
(5)
Application for fictitious name ...............................................................................................................................................................
25.00
(6)
Application for reserved name ..............................................................................................................................................................
25.00
(7)
For any other filing under this chapter with annexed certificate ......................................................................................................
25.00
(8)
For any certificate pursuant to §
4-26-106
or §
4-26-207
or any other certificate ........................................................................
25.00
(9)
For furnishing a certified copy of any document, fifty cents (50¢) per page and five dollars ($5.00) for the certificate thereto
(10)
For receiving service of process on behalf of a corporation ............................................................................................................
25.00
(11)
For receiving service of process on behalf of individuals ................................................................................................................
10.00
Acts 1987, No. 958, § 64-1705; 1987 (1st Ex. Sess.), No. 11, § 19; 2007, No. 638, § 26; 2007, No. 646, § 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 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 17 - TRANSITION PROVISIONS (§§ 4-27-1701 — 4-27-1706) › Section 4-27-1706 - Effective date

This chapter shall be effective on and after midnight, December 31, 1987.
Acts 1987, No. 958, § 64-1706.
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 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 18 - SHARE EXCHANGE (§§ 4-27-1801 — 4-27-1804) › Section 4-27-1801 - Share exchange

(a)
A corporation may acquire all of the outstanding shares of one (1) or more classes or series of another corporation if the board of directors and shareholders if required by §
4-27-1802
of each corporation approve the exchange.
(b)
The plan of exchange shall set forth:
(1)
The name of the corporation whose shares will be acquired and the name of the acquiring corporation;
(2)
The terms and conditions of the exchange; and
(3)
The manner and basis of exchanging the shares to be acquired for:
(A)
Shares, obligations, or other securities of the acquiring corporation or any other corporation; or
(B)
Cash or other property.
(c)
The plan of exchange may set forth other provisions relating to the exchange.
(d)
This section does not limit the power of a corporation to acquire all or part of the shares of one (1) or more classes or series of another corporation through a voluntary exchange or otherwise.
Acts 2009, No. 408, § 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 18 - SHARE EXCHANGE (§§ 4-27-1801 — 4-27-1804) › Section 4-27-1802 - Action on plan of share exchange

(a)
After adopting a plan of share exchange, the board of directors of each corporation whose shares will be acquired in the share exchange shall submit the plan of share exchange for approval by its shareholders.
(b)
A plan of share exchange may be approved if the:
(1)
Board of directors recommends the plan of share exchange to the shareholders, unless the board of directors:
(A)
Determines that because of a conflict of interest or other special circumstances it should make no recommendation; and
(B)
Communicates the basis for its determination at the time the plan of share exchange is submitted to the shareholders; and
(2)
Shareholders entitled to vote approve the plan.
(c)
The board of directors may condition its submission of the proposed plan of share exchange on any basis.
(d)
(1)
The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with §
4-27-705
.
(2)
The notice shall:
(A)
State that a purpose of the meeting is to consider the plan of share exchange; and
(B)
Contain or be accompanied by a copy or summary of the plan.
(e)
Unless this chapter, the articles of incorporation, or the board of directors acting under subsection (c) of this section require a greater vote or a vote by voting groups, the plan of share exchange to be authorized must be approved by the affirmative vote of the holders of a majority of the outstanding shares entitled to vote and, if by voting group, by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by the voting group.
(f)
(1)
Separate voting by voting groups is required on a plan of share exchange by each class or series of shares included in the exchange.
(2)
Each class or series constitutes a separate voting group.
(g)
Subject to any contractual rights, until articles of share exchange are filed the planned share exchange may be abandoned without further shareholder action in accordance with the procedure set forth in the plan of share exchange or, if none is set forth, in the manner determined by the board of directors.
Acts 2009, No. 408, § 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 18 - SHARE EXCHANGE (§§ 4-27-1801 — 4-27-1804) › Section 4-27-1803 - Articles of share exchange

(a)
After a plan of share exchange is approved by the shareholders or adopted by the board of directors if shareholder approval is not required, the surviving or acquiring corporation shall file articles of share exchange with the Secretary of State.
(b)
The articles of share exchange shall include:
(1)
(A)
A copy of the plan of share exchange; or
(B)
A statement that:
(i)
Contains the address of an office of the surviving corporation where the plan of share exchange is on file; and
(ii)
A copy of the plan of share exchange will be furnished by the surviving corporation on request and without cost to any shareholder, member, partner, or other owner of any constituent organization;
(2)
If shareholder approval was not required, a statement that shareholder approval was required;
(3)
If the approval of the shareholders of one (1) or more corporations to the share exchange was required:
(A)
The designation, number of outstanding shares, and number of votes entitled to be cast by each voting group entitled to vote separately on the plan as to each corporation; and
(B)
(i)
The total number of votes cast for and against the plan by each voting group entitled to vote separately on the plan; or
(ii)
The total number of undisputed votes cast for the plan separately by each voting group; and
(4)
A statement that the number of votes cast for the plan by each voting group was sufficient for approval by that voting group.
(c)
A share exchange takes effect upon the effective date of the articles of share exchange.
Acts 2009, No. 408, § 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 18 - SHARE EXCHANGE (§§ 4-27-1801 — 4-27-1804) › Section 4-27-1804 - Effect of share exchange

When a share exchange takes effect, the shares of each acquired corporation are exchanged as provided in the plan and the former holders of the shares are entitled only to:
(1)
The exchange rights provided in the articles of share exchange; or
(2)
The rights of the former holders of the shares under §
4-27-1301
et seq.
Acts 2009, No. 408, § 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 19 - ARKANSAS BUSINESS PORTAL ACT (§§ 4-27-1901 — 4-27-1908) › Section 4-27-1901 - Title

This subchapter shall be known and may be cited as the "Arkansas Business Portal Act".
Added by Act 2015, No. 1190,§ 2, eff. 7/22/2015.
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 19 - ARKANSAS BUSINESS PORTAL ACT (§§ 4-27-1901 — 4-27-1908) › Section 4-27-1902 - Purpose

It is the purpose of this subchapter to provide access for a state business portal to facilitate interaction among businesses and governmental agencies located in this state by allowing businesses to conduct necessary transactions with various governmental agencies through use of a state business portal.
Added by Act 2015, No. 1190,§ 2, eff. 7/22/2015.
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 19 - ARKANSAS BUSINESS PORTAL ACT (§§ 4-27-1901 — 4-27-1908) › Section 4-27-1903 - Definitions

As used in this subchapter:
(1)
"Business" means a person or entity that:
(A)
Performs a service or engages in a trade for profit and is required by the Internal Revenue Service to file a:
(i)
Schedule C, Form 1040, Profit or Loss From Business, or its equivalent or successor form;
(ii)
Schedule E, Form 1040, Supplemental Income and Loss, or its equivalent or successor form; or
(iii)
Schedule F, Form 1040, Profit or Loss From Farming, or its equivalent or successor form, for that activity; or
(B)
Is organized as a business under this chapter, including an entity that is required to file an annual report with the Secretary of State, whether or not the entity performs a service or engages in a trade or business for profit;
(2)
"State business license" means any license issued to a business in this state; and
(3)
"Wages" means any remuneration paid for personal services, including commissions and bonuses, and payable in any medium other than cash.
Added by Act 2015, No. 1190,§ 2, eff. 7/22/2015.
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 19 - ARKANSAS BUSINESS PORTAL ACT (§§ 4-27-1901 — 4-27-1908) › Section 4-27-1904 - Administration - Duties of the Secretary of State

The Secretary of State shall:
(1)
Administer this subchapter;
(2)
Establish, through cooperative efforts, the standards and requirements necessary to design, build, and implement the State Business Portal;
(3)
Establish the standards and requirements necessary for a state or local agency to participate in the portal;
(4)
Authorize a state or local agency to participate in the portal if the Secretary of State determines that the agency meets the standards and requirements necessary to participate;
(5)
Determine the appropriate requirements to be used by businesses and governmental agencies conducting transactions through use of the portal;
(6)
Adopt procedures to administer this subchapter; and
(7)
(A)
Establish a unique identifier for each business entity registered to do business in this state.
(B)
The unique identifier shall be:
(i)
Alphabetical, alphanumeric, or numeric as determined by the Secretary of State;
(ii)
Unique to each registered business entity;
(iii)
The statewide business identifier for each business entity; and
(iv)
Recognized by all state, county, city, and local governments as the unique business identifier for each business entity registered in this state.
Added by Act 2015, No. 1190,§ 2, eff. 7/22/2015.
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 19 - ARKANSAS BUSINESS PORTAL ACT (§§ 4-27-1901 — 4-27-1908) › Section 4-27-1905 - Funding

(a)
The Secretary of State shall use cash funds of the office of the Secretary of State to administer this subchapter.
(b)
The Secretary of State may use cash funds to:
(1)
Enter into contracts or agreements with private or public entities to assist the Secretary of State in establishing, operating, or maintaining the State Business Portal; and
(2)
Apply for and accept a gift, donation, bequest, grant, or other source of money to carry out this subchapter.
Added by Act 2015, No. 1190,§ 2, eff. 7/22/2015.
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 19 - ARKANSAS BUSINESS PORTAL ACT (§§ 4-27-1901 — 4-27-1908) › Section 4-27-1906 - Applications for licenses - Initial - Renewal

(a)
A business may submit an application to the Secretary of State on a form prescribed by the Secretary of State for a state business license under this subchapter.
(b)
(1)
A business shall renew the state business license annually as long as the business is operating within this state.
(2)
A business shall apply for renewal of a license issued under this subchapter by submitting an application for renewal on the form prescribed by the Secretary of State.
(c)
An application for a state business license under this subchapter shall:
(1)
Be made using an online form as determined by the Secretary of State;
(2)
(A)
State the name under which the applicant transacts or intends to transact business.
(B)
If the applicant is an entity organized under this chapter and on file with the Secretary of State, the applicant shall state the exact name on file with the Secretary of State, including the entity number as assigned by the Secretary of State, if known, and all the applicant's places of business;
(3)
Be accompanied by a fee in the amount of one hundred fifty dollars ($150); and
(4)
Include any other information that the Secretary of State deems necessary.
(d)
If an applicant is an entity organized under this chapter and on file with the Secretary of State and the applicant does not have an established principal place of business located within the state, the address of the applicant's registered agent is the location of the applicant's principal place of business within this state.
(e)
The application shall be signed by:
(1)
The owner of a business that is owned by a natural person;
(2)
A member or partner of an association or partnership;
(3)
A general partner of a limited partnership;
(4)
A managing partner of a limited-liability partnership;
(5)
A manager or managing member of a limited-liability company; or
(6)
An officer of a corporation or an individual specifically authorized by the corporation to sign the application.
(f)
If the application for a state business license is defective or incomplete, the Secretary of State may return the incomplete application to the applicant to complete or to submit proper payment.
(g)
A state business license under this subchapter does not replace or substitute an authorization or license required to conduct business from a local jurisdiction where the business activity is conducted.
(h)
A person may apply for a license under this subchapter if a business for which a person is responsible:
(1)
Is organized under this chapter;
(2)
Has an office or other base of operations within this state;
(3)
Has a registered agent that is located within this state; and
(4)
Pays wages or other remuneration to an individual who performs any duties associated with the business within this state.
Added by Act 2015, No. 1190,§ 2, eff. 7/22/2015.
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 19 - ARKANSAS BUSINESS PORTAL ACT (§§ 4-27-1901 — 4-27-1908) › Section 4-27-1907 - Rules

The Secretary of State shall adopt rules to implement and administer this subchapter.
Added by Act 2015, No. 1190,§ 2, eff. 7/22/2015.
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 19 - ARKANSAS BUSINESS PORTAL ACT (§§ 4-27-1901 — 4-27-1908) › Section 4-27-1908 - Noncompliance

(a)
If a person that holds a state business license fails to comply with this subchapter or any rule of the Secretary of State adopted under this subchapter, the Secretary of State may revoke or suspend the state business license of the person as determined by the Secretary of State.
(b)
If a state business license is suspended or revoked, the Secretary of State shall provide written notice of the action to the licensee.
(c)
The Secretary of State shall not issue a new license to the former holder of a revoked state business license unless the Secretary of State finds that the applicant is complying with this subchapter and the rules of the Secretary of State adopted under this subchapter.
Added by Act 2015, No. 1190,§ 2, eff. 7/22/2015.
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 28 - NONPROFIT ORGANIZATIONS (§§ 4-28-101 — 4-28-636) › Subchapter 1 - GENERAL PROVISIONS (§§ 4-28-101 — 4-28-105) › Section 4-28-101 - Fairs and associations of public nature

(a)
Agricultural and mechanical fair associations and other associations of a public nature and designed to promote the public good may be constituted bodies politic and corporate in the manner provided by law for business corporations, and the capital stock may be divided and held in shares of two dollars ($2.00) each.
(b)
No profits or dividends shall ever be declared or paid under this section; however, dividends may be paid to the amount of money paid in by the stockholders on their respective shares.
(c)
This section shall not be construed to prohibit the associations from being chartered and incorporated with the powers and privileges and in the manner provided by law.
Acts 1875 (Adj. Sess.), No. 77, §§ 1-3, p. 152; C. & M. Dig., §§ 1796, 1797; Pope's Dig., §§ 2260, 2261; A.S.A. 1947, §§ 64-1309 -- 64-1311.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 28 - NONPROFIT ORGANIZATIONS (§§ 4-28-101 — 4-28-636) › Subchapter 1 - GENERAL PROVISIONS (§§ 4-28-101 — 4-28-105) › Section 4-28-102 - Religious, literary, benevolent, etc., corporations - Fees

There shall be allowed and collected by the Secretary of State, and accounted for by him or her to the State Treasury in the same manner as all other fees are or shall be directed to be accounted for by state officers, a fee for receiving each draft of articles, or charter, of a private incorporation created for religious, literary, benevolent, or scientific purposes and not for purposes of pecuniary profit, directly or indirectly, of two dollars and fifty cents ($2.50).
Acts 1875, No. 77, § 1, p. 167; 1881, No. 40, § 1, p. 73; C. & M. Dig., § 1818; A.S.A. 1947, § 64-1312.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 28 - NONPROFIT ORGANIZATIONS (§§ 4-28-101 — 4-28-636) › Subchapter 1 - GENERAL PROVISIONS (§§ 4-28-101 — 4-28-105) › Section 4-28-103 - Statutory life insurance beneficiaries

(a)
For the purposes of this section, "public funds" means all federal, state, county, municipal, or other funds received from any taxing unit.
(b)
(1)
Nonprofit corporations shall not use public funds to purchase key-man life insurance as a form of deferred compensation.
(2)
The insured employee shall not receive any cash values or other benefits from the purchase of key-man life insurance with public funds.
(3)
Nonprofit corporations purchasing key-man life insurance with public funds shall not transfer ownership or any other rights under such policies directly or indirectly to the insured.
(c)
Nonprofit corporations violating subsection (b) of this section shall not be eligible to receive any public funds for a period of two (2) years from the date the violations are discovered.
(d)
(1)
(A)
Notwithstanding any other law or rule to the contrary, any religious, educational, charitable, or benevolent institution, organization, corporation, association, or trust, including, but not limited to, charitable remainder trusts, may be named beneficiary or owner, or both, of the policy or contract by any applicant for insurance upon his or her own life in any policy of life insurance issued by any life insurance company authorized to do business in this state or in the state of domicile of the applicant for insurance.
(B)
The applicant for insurance shall be deemed to have an unlimited insurable interest in his or her own life and is entitled to name any of the institutions as beneficiary of the insurance, and the beneficiaries or owners, or both, shall have the right to receive all death benefits provided for by the policy and to exercise the rights of ownership if granted ownership.
(2)
As to any life insurance policies heretofore issued by insurers naming any of the aforementioned institutions as beneficiaries or owners, or both, if the applicant for insurance was also the insured, the beneficiaries or owners, or both, shall be entitled to receive all death benefits provided by the policy and to exercise the rights of ownership if granted ownership.
Amended by Act 2019, No. 315,§ 109, eff. 7/24/2019.
Acts 1987, No. 240, §§ 1-3; 1993, No. 1147, § 1803.