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 26 - BUSINESS CORPORATIONS GENERALLY (§§ 4-26-101 — 4-26-1204) › Subchapter 3 - AMENDMENT OF ARTICLES OF INCORPORATION (§§ 4-26-301 — 4-26-307) › Section 4-26-304 - Articles of amendment

The articles of amendment shall be verified by at least one (1) of the officials signing them and shall set forth:
(1)
The name of the corporation;
(2)
A copy of the amendment so adopted;
(3)
The date of the adoption of the amendment by the shareholders;
(4)
The number of shares outstanding and the number of shares entitled to vote thereon and, if the shares of any class are entitled to vote thereon as a class, the designation and number of outstanding shares entitled to vote thereon of each such class;
(5)
The number of shares voted for and against the amendment, respectively, and if the shares of any class are entitled to vote thereon as a class, the number of shares of each class voted for and against the amendment, respectively;
(6)
If the amendment provides for an exchange, reclassification, or cancellation of issued shares and if the manner in which the issued shares shall be effected is not set forth in the amendment, then a statement of the manner in which the issued shares shall be affected;
(7)
If the amendment effects a change in the amount of stated capital, then a statement of the manner in which the same is effected and a statement, expressed in dollars, of the amount of stated capital as changed by the amendment.
Acts 1965, No. 576, § 62; A.S.A. 1947, § 64-509.
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 26 - BUSINESS CORPORATIONS GENERALLY (§§ 4-26-101 — 4-26-1204) › Subchapter 3 - AMENDMENT OF ARTICLES OF INCORPORATION (§§ 4-26-301 — 4-26-307) › Section 4-26-305 - Filing of articles of amendment

The articles of amendment shall be executed and filed in accordance with §
4-26-1201
.
Acts 1965, No. 576, § 63; A.S.A. 1947, § 64-510.
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 26 - BUSINESS CORPORATIONS GENERALLY (§§ 4-26-101 — 4-26-1204) › Subchapter 3 - AMENDMENT OF ARTICLES OF INCORPORATION (§§ 4-26-301 — 4-26-307) › Section 4-26-306 - Restatement of articles of incorporation

Any restatement of the articles of incorporation effected through the amending procedure authorized in this subchapter shall supersede the original articles of incorporation and all antecedent amendments thereto.
Acts 1965, No. 576, § 64; A.S.A. 1947, § 64-511.
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 26 - BUSINESS CORPORATIONS GENERALLY (§§ 4-26-101 — 4-26-1204) › Subchapter 4 - CORPORATE NAME (§§ 4-26-401 — 4-26-406) › Section 4-26-401 - Requirements and limitations

The corporate name:
(1)
Shall contain the word "Corporation", "Company", or "Incorporated", or shall contain an abbreviation of one of those words; but the name may not end with the word "Company" nor the abbreviation "Co." if the final word or abbreviation is immediately preceded by "and" or any symbol for "and";
(2)
Shall not contain any word or phrase which is prohibited by law for the corporation or which indicates or implies that it is organized for any purpose other than one (1) or more of the purposes contained in the articles of incorporation;
(3)
(A)
Shall be distinguishable from the name of any domestic corporation existing under the laws of this state or any foreign corporation authorized to transact business in this state, or a name the exclusive right to which is, at the time, reserved under §
4-26-402
, or the name of a corporation which has in effect a registration of its corporate name under §
4-26-403
.
(B)
A foreign corporation shall not be admitted to this state if its corporate name is not distinguishable from the name of any domestic corporation, or the name of any foreign corporation then admitted to this state, or any name then reserved or registered under §
4-26-402
or §
4-26-403
.
(C)
In determining whether or not a corporate name is distinguishable under subdivision (3)(A) of this section, a corporate name that is different from the name of another entity or filing is distinguishable unless the only difference is one (1) or more of the following:
(i)
A suffix;
(ii)
A definite or indefinite article;
(iii)
The word "and" and the symbol "&";
(iv)
The singular, plural, or possessive form of a word; or
(v)
A punctuation mark or a symbol.
Amended by Act 2023, No. 256,§ 3, eff. 8/1/2023.
Amended by Act 2023, No. 256,§ 2, eff. 8/1/2023.
Acts 1965, No. 576, § 7; A.S.A. 1947, § 64-107.
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 26 - BUSINESS CORPORATIONS GENERALLY (§§ 4-26-101 — 4-26-1204) › Subchapter 4 - CORPORATE NAME (§§ 4-26-401 — 4-26-406) › Section 4-26-402 - Reservation of name

(a)
(1)
The exclusive right to the use of a corporate name may be reserved by any person or corporation, foreign or domestic, by filing with the Secretary of State a written application to reserve a specified corporate name.
(2)
If the Secretary of State finds that the name is not identical with or confusingly similar to any other name reserved or registered under either this section or §
4-26-403
or the name of any domestic corporation or any foreign corporation admitted to this state, he or she shall reserve it for the exclusive use of the applicant for a period of six (6) months provided the applicant pays the fee prescribed by law.
(b)
The right to the exclusive use of a specified corporate name so reserved may be transferred to any other person or corporation by filing in the office of the Secretary of State a notice of such transfer, executed by the applicant for whom the name was reserved, specifying the name and address of the transferee.
(c)
The Secretary of State may, however, revoke any reservation after hearing if of the opinion that the application or any transfer was not made in good faith.
(d)
A name reservation under this section may not be renewed, nor shall the same name be reserved on any subsequent application filed by or for the benefit of the original applicant or any person, firm, or corporation identified with such applicant, or any transferee of the original applicant.
Acts 1965, No. 576, § 8; A.S.A. 1947, § 64-108.
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 26 - BUSINESS CORPORATIONS GENERALLY (§§ 4-26-101 — 4-26-1204) › Subchapter 4 - CORPORATE NAME (§§ 4-26-401 — 4-26-406) › Section 4-26-403 - Registration of foreign corporation's name

(a)
Any foreign corporation not authorized to transact business in this state may register its corporate name under this chapter, if its corporate name is not the same as or confusingly similar to the name of any domestic corporation existing under the laws of this state or the name of any foreign corporation authorized to transact business in this state or any corporate name reserved or registered under either this section or §
4-26-402
.
(b)
The registration shall be made by:
(1)
Filing with the Secretary of State:
(A)
An application for registration executed by the corporation by an officer thereof, setting forth the name of the corporation, the state or territory under the laws of which it is incorporated, the date of its incorporation, a statement that it is carrying on or doing business, and a brief statement of the business in which it is engaged; and
(B)
A certificate setting forth that the corporation is in good standing under the laws of the state or territory wherein it is organized, executed by the secretary of state of the state or territory or by such other official as may have custody of the records pertaining to corporations; and
(2)
Paying to the Secretary of State the fee prescribed by law.
(c)
The registration shall be effective for a period of one (1) year from the date on which the application for registration is filed.
Acts 1965, No. 576, § 9; A.S.A. 1947, § 64-109.
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 26 - BUSINESS CORPORATIONS GENERALLY (§§ 4-26-101 — 4-26-1204) › Subchapter 4 - CORPORATE NAME (§§ 4-26-401 — 4-26-406) › Section 4-26-404 - Renewal of registered name

Any foreign corporation which has in effect a registration of its corporate name may renew the registration from year to year by annually filing an application for renewal setting forth the facts required to be set forth in an original application for registration and a certificate of good standing as required for the original registration and by paying the fee prescribed by law. If the registration has expired, a new application for registration may be filed and granted under §
4-26-403
.
Acts 1965, No. 576, § 10; A.S.A. 1947, § 64-110.
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 26 - BUSINESS CORPORATIONS GENERALLY (§§ 4-26-101 — 4-26-1204) › Subchapter 4 - CORPORATE NAME (§§ 4-26-401 — 4-26-406) › Section 4-26-406 - Unlawful use, reservation, or registration of name - Injunction

Where the use, reservation, or registration of a corporate name is in violation of this chapter, it may, by court decree, be cancelled or enjoined, on the suit of the Attorney General or of any person or corporation injured by the unlawful use, reservation, or registration, notwithstanding the fact that such use, reservation, or registration has been approved by the Secretary of State.
Acts 1965, No. 576, § 11; A.S.A. 1947, § 64-112.
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 26 - BUSINESS CORPORATIONS GENERALLY (§§ 4-26-101 — 4-26-1204) › Subchapter 6 - CORPORATE FINANCE (§§ 4-26-601 — 4-26-621) › Section 4-26-601 - Authorized shares generally - Preferred or special classes

(a)
Each corporation shall have power to create and issue the number of shares stated in its articles of incorporation.
(b)
The shares may be divided into one (1) or more classes, any or all of which classes may consist of shares with par value or shares without par value, with such designations, preferences, limitations, and relative rights as shall be stated in the articles of incorporation.
(c)
The articles of incorporation may limit or deny the voting rights of the shares of any class subject only to the following exceptions:
(1)
The right of any stockholder entitled under Arkansas Constitution, Article 12, § 8, to vote on a proposal to increase stock or bond indebtedness shall not be denied or limited.
(2)
In any instance where a provision of this chapter specifically preserves the right of any class or classes of stock to vote in respect to any corporate action, the right may not be denied or impaired by any provisions of the articles of incorporation.
(d)
Without limiting the authority herein contained, a corporation, when so provided in its articles of incorporation, may issue shares of preferred or special classes:
(1)
Subject to the right of the corporation to redeem any of those shares at the price fixed by the articles of incorporation for the redemption thereof;
(2)
Entitling the holders thereof to cumulative, noncumulative, or partially cumulative dividends;
(3)
Having preference over any other class or classes of shares as to the payment of dividends;
(4)
Having preference in the assets of the corporation over any other class or classes of shares upon the voluntary or involuntary liquidation of the corporation;
(5)
Convertible into shares of any other class, or into shares of any series of the same or any other class, except a class having prior or superior rights and preferences as to dividends or distribution of assets upon liquidation. However, shares without par value shall not be converted into shares with par value unless that part of the stated capital of the corporation represented by such shares without par value is, at the time of conversion, at least equal to the aggregate par value of the shares into which the shares without par value are to be converted.
Acts 1965, No. 576, § 16; A.S.A. 1947, § 64-201.
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 26 - BUSINESS CORPORATIONS GENERALLY (§§ 4-26-101 — 4-26-1204) › Subchapter 6 - CORPORATE FINANCE (§§ 4-26-601 — 4-26-621) › Section 4-26-605 - Payment for shares

(a)
(1)
The consideration paid for the issuance of shares shall consist of money paid, labor done, or property actually received.
(2)
Shares may not be issued until the full amount of the consideration, fixed as provided by law, has been paid.
(3)
When payment of the consideration for which the shares are to be issued shall have been received by the corporation, the shares shall be deemed to be fully paid and nonassessable.
(b)
Neither promissory notes nor the promise of future services shall constitute payment or part payment for shares of a corporation.
(c)
In the absence of fraud in the transaction, the judgment of the board of directors or the shareholders, as the case may be, as to the value of the consideration received for shares shall be conclusive.
Acts 1965, No. 576, § 20; A.S.A. 1947, § 64-205.
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 26 - BUSINESS CORPORATIONS GENERALLY (§§ 4-26-101 — 4-26-1204) › Subchapter 6 - CORPORATE FINANCE (§§ 4-26-601 — 4-26-621) › Section 4-26-606 - Payment of expenses of organization, reorganization, financing, etc

The reasonable charges and expenses of organization or reorganization of a corporation and the reasonable expenses of and compensation for the sale or underwriting of its shares may be paid or allowed by the corporation out of the consideration received by it in payment for its shares without rendering such shares not fully paid and nonassessable.
Acts 1965, No. 576, § 22; A.S.A. 1947, § 64-207.
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 26 - BUSINESS CORPORATIONS GENERALLY (§§ 4-26-101 — 4-26-1204) › Subchapter 6 - CORPORATE FINANCE (§§ 4-26-601 — 4-26-621) › Section 4-26-607 - Stated capital - Capital surplus - Earned surplus

(a)
In case of the issuance by a corporation of shares having a par value, the consideration received shall constitute stated capital to the extent of the par value of such shares, and the excess, if any, of such consideration shall constitute capital surplus.
(b)
(1)
In case of the issuance by a corporation of shares without par value, the entire consideration received shall constitute stated capital unless the corporation shall determine as provided in this section that only a part thereof shall be stated capital.
(2)
Within a period of sixty (60) days after the issuance of any shares without par value, the board of directors may allocate to capital surplus not more than twenty-five percent (25%) of the consideration received for the issuance of the shares.
(3)
However, no allocation shall be made of any portion of the consideration received for shares without par value having a preference in the assets of the corporation in the event of involuntary liquidation except the amount, if any, of the consideration in excess of the preference.
(c)
If shares have been or shall be issued by a corporation in merger or consolidation or in acquisition of all or substantially all of the outstanding shares or of the property and assets of another corporation, whether domestic or foreign, any amount that would otherwise constitute capital surplus under the foregoing provisions of this section may instead be allocated to earned surplus by the board of directors of the issuing corporation except that its aggregate earned surplus shall not exceed the sum of the earned surpluses as defined in this chapter of the issuing corporation and of all other corporations, domestic or foreign, that were merged or consolidated or of which the shares or assets were acquired.
(d)
The stated capital of a corporation may be increased from time to time by resolution of the board of directors directing that all or a part of the surplus of the corporation be transferred to stated capital. The board of directors may direct that the amount of the surplus so transferred shall be deemed to be stated capital in respect of any designated class of shares.
Acts 1965, No. 576, § 21; A.S.A. 1947, § 64-206.
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 26 - BUSINESS CORPORATIONS GENERALLY (§§ 4-26-101 — 4-26-1204) › Subchapter 6 - CORPORATE FINANCE (§§ 4-26-601 — 4-26-621) › Section 4-26-608 - Signed certificates representing shares

(a)
(1)
The shares of a corporation shall be represented by certificates signed by the president or a vice president and the secretary or an assistant secretary of the corporation and, if the corporation has adopted a seal, may be sealed with the seal of the corporation or a facsimile thereof.
(2)
The signatures of the president or vice president and the secretary or assistant secretary upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation.
(3)
In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be that officer before such certificate is issued, it may be issued by the corporation with the same effect as if he or she were such officer at the date of its issue.
(b)
Each certificate representing shares issued by a corporation which is authorized to issue shares of more than one (1) class shall set forth upon the face or back of the certificate, or shall state, that the corporation will furnish to any shareholder upon request and without charge a full statement of the designations, relative rights, preferences, and limitations of the shares of each class authorized to be issued; and if the corporation is authorized to issue any class of preferred shares in series, the designations, relative rights, preferences, and limitations of each such series so far as they have been fixed; and the authority of the board to designate and fix the relative rights, preferences, and limitations of other series.
(c)
Each certificate representing shares shall state upon the face thereof:
(1)
That the corporation is organized under the laws of this state;
(2)
The name of the person to whom issued;
(3)
The number and class of shares and the designation of the series, if any, which that certificate represents;
(4)
The par value of each share represented by that certificate or a statement that the shares are without par value.
(d)
No certificate shall be issued for any share until the consideration therefor, fixed as provided by law, has been fully paid.
Acts 1965, No. 576, § 23; A.S.A. 1947, § 64-208.
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 26 - BUSINESS CORPORATIONS GENERALLY (§§ 4-26-101 — 4-26-1204) › Subchapter 6 - CORPORATE FINANCE (§§ 4-26-601 — 4-26-621) › Section 4-26-609 - Issuance of fractional shares or scrip

(a)
A corporation may, but shall not be obliged to, issue a certificate for a fractional share and, by action of its board of directors, may issue, in lieu thereof, a scrip in registered or bearer form which shall entitle the holder to receive a certificate for a full share upon the surrender of such scrip aggregating a full share.
(b)
A certificate for a fractional share shall, but scrip shall not unless otherwise provided therein, entitle the holder to exercise voting rights, to receive dividends thereon, and to participate in any of the assets of the corporation in the event of liquidation.
(c)
The board of directors may cause such scrip to be issued subject to the condition that it shall become void if not tendered to be exchanged for certificates representing full shares before a specified date, or subject to the condition that the shares for which the scrip is exchangeable may be sold by the corporation and the proceeds thereof distributed to the holders of the scrip, or subject to any other conditions which the board of directors may deem advisable.
Acts 1965, No. 576, § 24; A.S.A. 1947, § 64-209.
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 26 - BUSINESS CORPORATIONS GENERALLY (§§ 4-26-101 — 4-26-1204) › Subchapter 6 - CORPORATE FINANCE (§§ 4-26-601 — 4-26-621) › Section 4-26-610 - Restrictions on transfer of shares

(a)
(1)
A corporation may provide, in respect to any of its shares which are to be issued, that the future transfer, whether inter vivos, by inheritance, or testamentary gift, hypothecation, or other disposition of such shares, shall be subject to restrictions, including purchase options, that do not unreasonably restrain alienation.
(2)
These restrictions, among other things, may require a prior offering to the corporation or to one (1) or more of its shareholders at a fair price before the shares may be otherwise transferred or hypothecated.
(3)
The same restrictions may be placed by the corporation upon previously issued and outstanding shares but only with the consent of the holders thereof.
(b)
No such restrictions shall be valid unless the authority therefor is prescribed in the articles of incorporation or bylaws. In addition to the foregoing, such restrictions on transfer shall not be valid, except as against a person with actual notice of them, unless they are conspicuously noted on each certificate covering the shares affected by these restrictions.
(c)
(1)
Nothing in this chapter is intended to prevent the holder or holders of any or all of the shares of stock of a corporation, or the corporation in which the holder or holders own any or all of the shares of stock, from subjecting the shares owned by the aforesaid parties by written contract or written agreement to restrictions, including stock options.
(2)
Any price or formula for determining the price set by the agreement or contract shall be deemed to be a fair price.
(3)
No restriction on transfer shall be valid except as against a person with actual notice thereof unless the restrictions are conspicuously noted on each certificate covering the shares affected by such restrictions.
(d)
From and after the date of enactment hereof, unreasonable restraint upon alienation shall have no effect upon the validity or enforceability of any written contract between or among those parties subject to the provisions of subsection (c) of this section.
Acts 1965, No. 576, § 26; 1973, No. 409, §§ 1, 2; A.S.A. 1947, §§ 64-211, 64-211.1.
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 26 - BUSINESS CORPORATIONS GENERALLY (§§ 4-26-101 — 4-26-1204) › Subchapter 6 - CORPORATE FINANCE (§§ 4-26-601 — 4-26-621) › Section 4-26-612 - Treasury shares - Cancellation

(a)
A corporation may at any time, by resolution of its board of directors, cancel all or any part of its treasury shares; and in such event, a statement of cancellation shall be filed as provided in this section.
(b)
The statement of cancellation shall be executed and filed in accordance with §
4-26-1201
and verified by one (1) of the officers signing such statement and shall set forth:
(1)
The name of the corporation;
(2)
The number of treasury shares cancelled by resolution duly adopted by the board of directors, itemized by classes and series, and the date of its adoption;
(3)
The aggregate number of issued shares, itemized by classes and series, after giving effect to such cancellation;
(4)
The amount, expressed in dollars, of the stated capital of the corporation after giving effect to such cancellation;
(5)
A copy of the resolution effecting the cancellation.
(c)
When such statement of cancellation is filed in accordance with §
4-26-1201
, the stated capital of the corporation shall be deemed to be reduced by that part of the stated capital which was, at the time of the cancellation, represented by the shares so cancelled, and the shares so cancelled shall be restored to the status of authorized but unissued shares.
(d)
Nothing contained in this section shall be construed to forbid a cancellation of shares or a reduction of stated capital in any other manner permitted by this chapter.
Acts 1965, No. 576, § 68; A.S.A. 1947, § 64-603.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 26 - BUSINESS CORPORATIONS GENERALLY (§§ 4-26-101 — 4-26-1204) › Subchapter 6 - CORPORATE FINANCE (§§ 4-26-601 — 4-26-621) › Section 4-26-613 - Redeemable shares - Restrictions on redemption or purchase

A corporation shall not redeem its shares, or purchase its redeemable shares in lieu of redemption, if at the time of, or as a result of, such transaction:
(1)
There is a reasonable ground for believing that the corporation would be unable to meet its obligations as they become due in the ordinary course of business; or
(2)
The remaining assets of the corporation would be less than one and one-fourth (1¼) times the amount of its liabilities to creditors; or
(3)
If by the redemption or purchase the net assets would be reduced below the aggregate amount payable to the holders of shares to remain outstanding which have prior or equal rights to the assets of the corporation upon dissolution; or
(4)
If there exist any unpaid accrued preferential dividends with respect to any shares having priority as to dividends over the shares to be redeemed or purchased.
Acts 1965, No. 576, § 66; A.S.A. 1947, § 64-601.
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 26 - BUSINESS CORPORATIONS GENERALLY (§§ 4-26-101 — 4-26-1204) › Subchapter 6 - CORPORATE FINANCE (§§ 4-26-601 — 4-26-621) › Section 4-26-614 - Redeemable shares - Cancellation by redemption or purchase

(a)
When redeemable shares of a corporation are redeemed or purchased by the corporation, the redemption or purchase shall effect a cancellation of the shares, and a statement of cancellation shall be filed as provided in this section.
(b)
Upon cancellation, the shares shall be restored to the status of authorized but unissued shares unless the articles of incorporation provide that such shares when redeemed or purchased shall not be reissued, in which case the filing of the statement of cancellation shall constitute an amendment to the articles of incorporation and shall reduce the number of shares of the class so cancelled which the corporation is authorized to issue by the number of shares so cancelled.
(c)
The statement of cancellation shall be executed and filed in accordance with §
4-26-1201
and verified by one (1) of the officers signing such statement and shall set forth:
(1)
The name of the corporation;
(2)
The number of redeemable shares cancelled through redemption or purchase, itemized by classes and series;
(3)
The aggregate number of issued shares, itemized by classes and series, after giving effect to such cancellation;
(4)
The amount, expressed in dollars, of the stated capital of the corporation after giving effect to such cancellation;
(5)
If the articles of incorporation provide that the cancelled shares shall not be reissued, then the number of shares which the corporation has authority to issue, itemized by classes and series, after giving effect to such cancellation.
(d)
When this statement of cancellation is filed in accordance with §
4-26-1201
, the stated capital of the corporation shall be deemed to be reduced by that part of the stated capital which was, at the time of the cancellation, represented by the shares so cancelled.
(e)
Nothing contained in this section shall be construed to forbid a cancellation of shares or a reduction of stated capital in any other manner permitted by this chapter.
Acts 1965, No. 576, § 67; A.S.A. 1947, § 64-602.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 26 - BUSINESS CORPORATIONS GENERALLY (§§ 4-26-101 — 4-26-1204) › Subchapter 6 - CORPORATE FINANCE (§§ 4-26-601 — 4-26-621) › Section 4-26-615 - Reduction of stated capital

(a)
If all or part of the stated capital of a corporation is represented by shares without par value, the stated capital of the corporation may be reduced in the following manner:
(1)
The board of directors shall adopt a resolution setting forth the amount of the proposed reduction and the manner in which the reduction shall be effected and directing that the question of that reduction be submitted to a vote at a meeting of shareholders which may be either an annual or a special meeting;
(2)
Written or printed notice stating that the purpose or one (1) of the purposes of the meeting is to consider the question of reducing the stated capital of the corporation in the amount and manner proposed by the board of directors shall be given to each shareholder of record entitled to vote thereon within the time and in the manner provided in this chapter for the giving of notice of meetings of shareholders;
(3)
At such meeting a vote of the shareholders entitled to vote thereon shall be taken on the question of approving the proposed reduction of stated capital, which shall require for its adoption the affirmative vote of the holders of at least a majority of the shares entitled to vote thereon.
(b)
When a reduction of the stated capital of a corporation has been approved as provided in this section, a statement shall be executed and filed in accordance with §
4-26-1201
, which statement shall be verified by one (1) of the officers signing the statement and shall set forth:
(1)
The name of the corporation;
(2)
A copy of the resolution of the shareholders approving such reduction and the date of its adoption;
(3)
The number of shares outstanding and the number of shares entitled to vote thereon;
(4)
The number of shares voted for and against such reduction, respectively;
(5)
A statement of the manner in which such reduction is effected, and a statement expressed in dollars of the amount of stated capital of the corporation after giving effect to such reduction.
(c)
When the statement is filed in accordance with §
4-26-1201
, the stated capital of the corporation shall be reduced as therein set forth.
(d)
No reduction of stated capital shall be made under the provisions of this section which would reduce the amount of the aggregate stated capital of the corporation to an amount equal to or less than the aggregate preferential amounts payable upon all issued shares having a preferential right in the assets of the corporation in the event of involuntary liquidation, plus the aggregate par value of all issued shares having a par value but no preferential right in the assets of the corporation in the event of involuntary liquidation; and in no event shall the stated capital be reduced to a sum less than three hundred dollars ($300).
Acts 1965, No. 576, § 69; A.S.A. 1947, § 64-604.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 26 - BUSINESS CORPORATIONS GENERALLY (§§ 4-26-101 — 4-26-1204) › Subchapter 6 - CORPORATE FINANCE (§§ 4-26-601 — 4-26-621) › Section 4-26-617 - Dividends - General powers of board

The board of directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares, which dividends may be payable in cash or property or may be payable in the shares of the corporation. However, the declaration and payment of all dividends shall be subject to the provisions and restrictions contained in §§
4-26-618
and
4-26-619
.
Acts 1965, No. 576, § 45; A.S.A. 1947, § 64-402.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 26 - BUSINESS CORPORATIONS GENERALLY (§§ 4-26-101 — 4-26-1204) › Subchapter 6 - CORPORATE FINANCE (§§ 4-26-601 — 4-26-621) › Section 4-26-620 - Distributions in partial liquidation

The board of directors of a corporation may from time to time distribute to its shareholders in partial liquidation out of capital surplus, other than a revaluation surplus, of the corporation a portion of its assets, in cash or property, subject to the following provisions:
(1)
No distribution shall be made if there is a reasonable ground for believing that as a result thereof the corporation would be unable to meet its obligations as they become due in the ordinary course of business or that the fair value of the remaining assets of the corporation would be less than one and one-fourth (1¼) times the amount of its liabilities to creditors.
(2)
The distribution shall be made only upon a determination by the board of directors that the assets of the corporation are in excess of the needs of its business and upon authorization evidenced by resolution adopted by the holders of a majority of the shares of each class, whether or not otherwise entitled to vote.
(3)
No distribution shall be made to the holders of any class of shares unless all cumulative dividends accrued on all preferred or special classes of shares entitled to preferential dividends shall have been fully paid.
(4)
No distribution shall be made to the holders of any class of shares which would reduce the remaining net assets of the corporation below the aggregate preferential amount payable in event of voluntary liquidation to the holders of shares having preferential rights to the assets of the corporation in the event of liquidation.
(5)
Each such distribution when made shall be identified as a distribution in partial liquidation and the amount per share disclosed to the shareholders receiving the same concurrently with the distribution thereof.
Acts 1965, No. 576, § 46; A.S.A. 1947, § 64-403.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 26 - BUSINESS CORPORATIONS GENERALLY (§§ 4-26-101 — 4-26-1204) › Subchapter 6 - CORPORATE FINANCE (§§ 4-26-601 — 4-26-621) › Section 4-26-621 - Contractual restriction on dividends

Nothing in this chapter shall impair the right of a corporation to restrict, through a valid loan agreement, the payment of dividends or the making of distributions in partial liquidation.
Acts 1965, No. 576, § 47; A.S.A. 1947, § 64-404.
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 26 - BUSINESS CORPORATIONS GENERALLY (§§ 4-26-101 — 4-26-1204) › Subchapter 7 - SHAREHOLDERS (§§ 4-26-701 — 4-26-716) › Section 4-26-701 - Shareholders' meetings generally

(a)
(1)
A meeting of shareholders may be held at a physical location or solely or partially by means of remote communication, either within or without this state, or as provided in the bylaws.
(2)
(A)
A shareholders' meeting that is held solely by means of remote communication or through a combination of remote communication and an in-person meeting is permitted to the extent that:
(i)
The corporation's board of directors authorizes and adopts guidelines and procedures governing a remote shareholders' meeting; and
(ii)
Shareholders and proxy holders have the capability to participate through a method of remote communication.
(B)
The guidelines and procedures governing a remote shareholders' meeting shall provide verified shareholders and proxy holders who are not physically present at a shareholders' meeting to:
(i)
Have a reasonable opportunity to participate in the meeting;
(ii)
Be deemed present at the meeting; and
(iii)
Be permitted to vote on matters submitted at the meeting.
(b)
An annual meeting of the shareholders shall be held at such time as may be provided in the bylaws. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the corporation.
(c)
Special meetings of the shareholders may be called by the president, the board of directors, the holders of not less than one-tenth (
1
/
10
) of all the shares entitled to vote at the meeting, or by such other officers or persons as may be given that power in the articles of incorporation or the bylaws.
Amended by Act 2021, No. 253,§ 1, eff. 3/4/2021.
Acts 1965, No. 576, § 30; A.S.A. 1947, § 64-214.
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 26 - BUSINESS CORPORATIONS GENERALLY (§§ 4-26-101 — 4-26-1204) › Subchapter 7 - SHAREHOLDERS (§§ 4-26-701 — 4-26-716) › Section 4-26-702 - Closing of transfer books and fixing record date

(a)
(1)
For the purpose of determining shareholders entitled to notice of or to vote at any meetings of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any proper purpose, the board of directors of a corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed in any case sixty-five (65) days.
(2)
If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, the books shall be closed for at least ten (10) days immediately preceding such meeting.
(b)
In lieu of closing the stock transfer books, the bylaws, or in the absence of an applicable bylaw, the board of directors, may fix in advance a date as the record date for any such determination of shareholders, the date in any case to be not more than sixty-five (65) days and, in case of a meeting of shareholders, not fewer than ten (10) days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken.
(c)
If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring the dividend is adopted, as the case may be, shall be the record date for the determination of shareholders.
(d)
When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, the determination shall apply to any adjournment thereof.
Acts 1965, No. 576, § 32; A.S.A. 1947, § 64-216.
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 26 - BUSINESS CORPORATIONS GENERALLY (§§ 4-26-101 — 4-26-1204) › Subchapter 7 - SHAREHOLDERS (§§ 4-26-701 — 4-26-716) › Section 4-26-703 - Shareholders' meetings - Notice - Special meetings

(a)
(1)
Written or printed notice stating the place, day, and hour of the meeting, and, in case of a special meeting, the purpose for which the meeting is called shall be delivered not less than sixty (60) nor more than seventy-five (75) days before the date of the meeting if a proposal to increase the authorized capital stock or bond indebtedness is to be submitted, and in all other cases not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or any officer designated for that purpose in the bylaws or by the board of directors, or by the shareholder calling the meeting, to each shareholder of record entitled to vote at the meeting.
(2)
If mailed, the notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his or her address as it appears on the books of the corporation, with postage prepaid.
(b)
If a proposal to increase authorized capital stock or bond indebtedness; or to dissolve or merge or consolidate; or to sell, lease, exchange, or otherwise dispose of all or substantially all of the corporate assets other than in the regular course of business; or to alter the capital structure; or to amend the articles of incorporation; or to effect any other fundamental change is to be submitted at an annual meeting of the shareholders, the annual meeting shall be deemed for that purpose a special meeting; and notice based upon a proper call shall be given accordingly.
Acts 1965, No. 576, § 31; A.S.A. 1947, § 64-215.
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 26 - BUSINESS CORPORATIONS GENERALLY (§§ 4-26-101 — 4-26-1204) › Subchapter 7 - SHAREHOLDERS (§§ 4-26-701 — 4-26-716) › Section 4-26-704 - Shareholders' meetings - List of shareholders entitled to vote

(a)
(1)
The officer or agent having charge of the stock transfer books for shares of a corporation shall make, at least ten (10) days before each meeting of shareholders, a complete list of the shareholders entitled to vote at that meeting or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each.
(2)
This list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office of the corporation or at its principal place of business in this state and shall be subject to inspection by any shareholder at any time during usual business hours.
(3)
This list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting.
(4)
The original stock transfer books shall be prima facie evidence as to who are the shareholders entitled to examine the list or transfer books or to vote at any meeting of shareholders.
(b)
Failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting.
(c)
An officer or agent having charge of the stock transfer books who shall fail to prepare the list of shareholders, or keep it on file for a period of ten (10) days, or produce and keep it open for inspection at the meeting, as provided in this section, shall be liable to any shareholder suffering damage on account of such failure to the extent of such damage.
Acts 1965, No. 576, § 33; A.S.A. 1947, § 64-217.
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 26 - BUSINESS CORPORATIONS GENERALLY (§§ 4-26-101 — 4-26-1204) › Subchapter 7 - SHAREHOLDERS (§§ 4-26-701 — 4-26-716) › Section 4-26-705 - Shareholders' meetings - Quorum - Adjournment

(a)
(1)
Unless otherwise provided in the articles of incorporation, a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders, but in no event shall a quorum consist of less than one-third (1/3) of the shares entitled to vote at the meeting.
(2)
If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by this chapter or the articles of incorporation or bylaws.
(b)
(1)
(A)
In the absence of a quorum at the opening of any meeting of the shareholders, the meeting may be adjourned by the vote of a majority of the shares entitled to vote at the meeting which are represented at the meeting by the holders thereof in person or by proxy.
(B)
Any adjourned meeting may be readjourned in like manner.
(2)
(A)
When any one (1) adjournment is for thirty (30) days or more, a fifteen-day notice of the adjourned meeting shall be given by mailing as provided in §
4-26-703
.
(B)
When any one (1) adjournment is for less than thirty (30) days, it is not necessary, unless the bylaws provide otherwise, to give notice of the time and place of the adjourned meeting or of the business to be transacted there other than by announcement at the meeting at which the adjournment is taken.
Acts 1965, No. 576, § 34; A.S.A. 1947, § 64-218.
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 26 - BUSINESS CORPORATIONS GENERALLY (§§ 4-26-101 — 4-26-1204) › Subchapter 7 - SHAREHOLDERS (§§ 4-26-701 — 4-26-716) › Section 4-26-706 - Voting trusts

(a)
Any number of shareholders of a corporation may create a voting trust for the purpose of conferring upon a trustee or trustees the right to vote or otherwise represent their shares, for a period of not to exceed ten (10) years, by entering into a written voting trust agreement specifying the terms and conditions of the voting trust, by depositing a counterpart of the agreement with the corporation at its registered office, and by transferring their shares to the trustee or trustees for the purposes of the agreement.
(b)
The counterpart of the voting trust agreement so deposited with the corporation shall be subject to the same right of examination by a shareholder of the corporation, in person or by agent or attorney, as are the books and records of the corporation and shall be subject to examination by any holder of a beneficial interest in the voting trust, either in person or by agent or attorney, at any reasonable time for any proper purpose.
Acts 1965, No. 576, § 35.2; A.S.A. 1947, § 64-221.