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 8 - DIRECTORS - OFFICERS - MEETINGS - STANDARDS OF CONDUCT - INDEMNIFICATION (§§ 4-27-801 — 4-27-850) › Part D - OFFICERS (§§ 4-27-840 — 4-27-850) › Section 4-27-844 - Contract rights of officers

(a)
The appointment of an officer does not itself create contract rights.
(b)
An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer.
Acts 1987, No. 958, § 64-826.
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 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 4-27-1001 — 4-27-1022) › Part A - AMENDMENT OF ARTICLES OF INCORPORATION (§§ 4-27-1001 — 4-27-1010) › Section 4-27-1001 - Authority to amend

(a)
A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation or to delete a provision not required in the articles of incorporation. Whether a provision is required or permitted in the articles of incorporation is determined as of the effective date of the amendment.
(b)
A shareholder of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, control, capital structure, dividend entitlement, or purpose or duration of the corporation.
Acts 1987, No. 958, § 64-1001.
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 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 4-27-1001 — 4-27-1022) › Part A - AMENDMENT OF ARTICLES OF INCORPORATION (§§ 4-27-1001 — 4-27-1010) › Section 4-27-1002 - Amendment by board of directors

Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt one (1) or more amendments to the corporation's articles of incorporation without shareholder action:
(1)
to extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;
(2)
to delete the names and addresses of the initial directors;
(3)
to change the information required by §
4-20-105(a)
;
(4)
to change each issued and unissued authorized share of an outstanding class into a greater number of whole shares if the corporation has only shares of that class outstanding;
(5)
to change the corporate name by substituting the word "corporation", "incorporated", "company", "limited", or the abbreviation "corp.", "inc.", "co.", or "ltd.", for a similar word or abbreviation in the name, or by adding, deleting, or changing a geographical attribution for the name; or
(6)
to make any other change expressly permitted by this chapter to be made without shareholder action.
Acts 1987, No. 958, § 64-1002; 2007, No. 638, § 11.
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 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 4-27-1001 — 4-27-1022) › Part A - AMENDMENT OF ARTICLES OF INCORPORATION (§§ 4-27-1001 — 4-27-1010) › Section 4-27-1003 - Amendment by board of directors and shareholders

(a)
A corporation's board of directors may propose one (1) or more amendments to the articles of incorporation for submission to the shareholders.
(b)
For the amendment to be adopted:
(1)
the board of directors must recommend the amendment to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders with the amendment; and
(2)
the shareholders entitled to vote on the amendment must approve the amendment as provided in subsection (e) of this section.
(c)
The board of directors may condition its submission of the proposed amendment on any basis.
(d)
The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with §
4-27-705
. The notice of meeting must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.
(e)
Unless this chapter, the articles of incorporation, or the board of directors (acting pursuant to subsection (c) of this section) require a greater vote or a vote by voting groups, the amendment to be adopted must be approved by:
(1)
a majority of the votes entitled to be cast on the amendment by any voting group with respect to which the amendment would create dissenters' rights; and
(2)
the votes required by §
4-27-725
and §
4-27-726
by every other voting group entitled to vote on the amendment.
Acts 1987, No. 958, § 64-1003.
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 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 4-27-1001 — 4-27-1022) › Part A - AMENDMENT OF ARTICLES OF INCORPORATION (§§ 4-27-1001 — 4-27-1010) › Section 4-27-1004 - Voting on amendments by voting groups

(a)
The holders of the outstanding shares of a class are entitled to vote as a separate voting group (if shareholder voting is otherwise required by this chapter) on a proposed amendment if the amendment would:
(1)
increase or decrease the aggregate number of authorized shares of the class;
(2)
effect an exchange or reclassification of all or part of the shares of the class into shares of another class;
(3)
effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class;
(4)
change the designation, rights, preferences, or limitations of all or part of the shares of the class;
(5)
change the shares of all or part of the class into a different number of shares of the same class;
(6)
create a new class of shares having rights or preferences with respect to distributions or to dissolutions that are prior, superior, or substantially equal to the shares of the class;
(7)
increase the rights, preferences, or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions or to dissolutions that are prior, superior, or substantially equal to the shares of the class;
(8)
limit or deny an existing preemptive right of all or part of the shares of the class; or
(9)
cancel or otherwise affect rights to distributions or dividends that have accumulated but not yet been declared on all or part of the shares of the class.
(b)
If a proposed amendment would affect a series of a class of shares in one (1) or more of the ways described in subsection (a) of this section, the shares of that series are entitled to vote as a separate voting group on the proposed amendment.
(c)
If a proposed amendment that entitles two (2) or more series of shares to vote as separate voting groups under this section would affect those two (2) or more series in the same or a substantially similar way, the shares of all the series so affected must vote together as a single voting group on the proposed amendment.
(d)
A class or series of shares is entitled to the voting rights granted by this section although the articles of incorporation provide that the shares are nonvoting shares.
Acts 1987, No. 958, § 64-1004.
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 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 4-27-1001 — 4-27-1022) › Part A - AMENDMENT OF ARTICLES OF INCORPORATION (§§ 4-27-1001 — 4-27-1010) › Section 4-27-1005 - Amendment before issuance of shares

If a corporation has not yet issued shares, its incorporators or board of directors may adopt one (1) or more amendments to the corporation's articles of incorporation.
Acts 1987, No. 958, § 64-1005.
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 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 4-27-1001 — 4-27-1022) › Part A - AMENDMENT OF ARTICLES OF INCORPORATION (§§ 4-27-1001 — 4-27-1010) › Section 4-27-1006 - Articles of amendment

A corporation amending its articles of incorporation shall deliver to the Secretary of State for filing articles of amendment setting forth:
(1)
the name of the corporation;
(2)
the text of each amendment adopted;
(3)
if an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself;
(4)
the date of each amendment's adoption;
(5)
if an amendment was adopted by the incorporators or board of directors without shareholder action, a statement to that effect and that shareholder action was not required;
(6)
if an amendment was approved by the shareholders:
(i)
the designation, number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the amendment, and number of votes of each voting group indisputably represented at the meeting;
(ii)
either the total number of votes cast for and against the amendment by each voting group entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each voting group and a statement that the number cast for the amendment by each voting group was sufficient for approval by that voting group.
Acts 1987, No. 958, § 64-1006.
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 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 4-27-1001 — 4-27-1022) › Part A - AMENDMENT OF ARTICLES OF INCORPORATION (§§ 4-27-1001 — 4-27-1010) › Section 4-27-1007 - Restated articles of incorporation

(a)
A corporation's board of directors may restate its articles of incorporation at any time with or without shareholder action.
(b)
The restatement may include one (1) or more amendments to the articles. If the restatement includes an amendment requiring shareholder approval, it must be adopted as provided in §
4-27-1003
.
(c)
If the board of directors submits a restatement for shareholder action, the corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with §
4-27-705
. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the articles.
(d)
A corporation restating its articles of incorporation shall deliver to the Secretary of State for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth:
(1)
whether the restatement contains an amendment to the articles requiring shareholder approval and, if it does not, that the board of directors adopted the restatement; or
(2)
if the restatement contains an amendment to the articles requiring shareholder approval, the information required by §
4-27-1006
.
(e)
Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.
(f)
The Secretary of State may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the certificate information required by subsection (d) of this section.
Acts 1987, No. 958, § 64-1007.
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 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 4-27-1001 — 4-27-1022) › Part A - AMENDMENT OF ARTICLES OF INCORPORATION (§§ 4-27-1001 — 4-27-1010) › Section 4-27-1008 - Amendment pursuant to reorganization

(a)
A corporation's articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles of incorporation after amendment contain only provisions required or permitted by §
4-27-202
.
(b)
The individual or individuals designated by the court shall deliver to the Secretary of State for filing articles of amendment setting forth:
(1)
the name of the corporation;
(2)
the text of each amendment approved by the court;
(3)
the date of the court's order or decree approving the articles of amendment;
(4)
the title of the reorganization proceeding in which the order or decree was entered; and
(5)
a statement that the court had jurisdiction of the proceeding under federal statute.
(c)
Shareholders of a corporation undergoing reorganization do not have dissenters' rights except as and to the extent provided in the reorganization plan.
(d)
This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
Acts 1987, No. 958, § 64-1008.
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 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 4-27-1001 — 4-27-1022) › Part A - AMENDMENT OF ARTICLES OF INCORPORATION (§§ 4-27-1001 — 4-27-1010) › Section 4-27-1009 - Effect of amendment

An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than shareholders of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name.
Acts 1987, No. 958, § 64-1009.
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 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 4-27-1001 — 4-27-1022) › Part B - AMENDMENT OF BYLAWS (§§ 4-27-1020 — 4-27-1022) › Section 4-27-1020 - Amendment of the bylaws by board of directors or shareholders

(a)
A corporation's board of directors may amend or repeal the corporation's bylaws unless:
(1)
the articles of incorporation or this chapter reserve this power exclusively to the shareholders in whole or part; or
(2)
the shareholders in amending or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal that bylaw.
(b)
A corporation's shareholders may amend or repeal the corporation's bylaws even though the bylaws may also be amended or repealed by its board of directors.
Acts 1987, No. 958, § 64-1010.
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 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 4-27-1001 — 4-27-1022) › Part B - AMENDMENT OF BYLAWS (§§ 4-27-1020 — 4-27-1022) › Section 4-27-1021 - Bylaw increasing quorum or voting requirement for shareholders

(a)
If authorized by the articles of incorporation, the shareholders may adopt or amend a bylaw that fixes a greater quorum or voting requirement for shareholders (or voting groups of shareholders) than is required by this chapter. The adoption or amendment of a bylaw that adds, changes, or deletes a greater quorum or voting requirement for shareholders must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.
(b)
A bylaw that fixes a greater quorum or voting requirement for shareholders under subsection (a) of this section may not be adopted, amended, or repealed by the board of directors.
Acts 1987, No. 958, § 64-1011.
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 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 4-27-1001 — 4-27-1022) › Part B - AMENDMENT OF BYLAWS (§§ 4-27-1020 — 4-27-1022) › Section 4-27-1022 - Bylaw increasing quorum or voting requirement for directors

(a)
A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed:
(1)
if originally adopted by the shareholders, only by the shareholders;
(2)
if originally adopted by the board of directors, either by the shareholders or by the board of directors.
(b)
A bylaw adopted or amended by the shareholders that fixes a greater quorum or voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors.
(c)
Action by the board of directors under subdivision (a)(2) of this section to adopt or amend a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.
Acts 1987, No. 958, § 64-1012.
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 11 - CONVERSION AND MERGER (§§ 4-27-1101 — 4-27-1111) › Section 4-27-1101 - Definitions

In this subchapter:
(1)
"Constituent corporation" means a constituent organization that is a corporation;
(2)
"Constituent organization" means an organization that is party to a merger;
(3)
"Converted organization" means the organization into which a converting organization converts pursuant to §§
4-27-1102
-
4-27-1105
;
(4)
"Converting corporation" means a converting organization that is a corporation;
(5)
"Converting organization" means an organization that converts into another organization pursuant to §
4-27-1102
;
(6)
"Governing statute" of an organization means the statute that governs the organization's internal affairs;
(7)
"In a record" means maintained or kept on file by the organization at an office of the organization or with the Secretary of State;
(8)
(A)
"Organization" means:
(i)
A partnership, including a limited liability partnership;
(ii)
A limited partnership, including a limited liability limited partnership;
(iii)
A limited liability company;
(iv)
A business trust;
(v)
A corporation; or
(vi)
Any other entity that has a governing statute.
(B)
"Organization" includes a domestic or foreign organization whether or not the organization is organized for profit;
(9)
"Organizational documents" means:
(A)
For a domestic or foreign general partnership, its partnership agreement and, if applicable, statement of qualification;
(B)
For a domestic or foreign limited partnership, its certificate of limited partnership and partnership agreement;
(C)
For a domestic or foreign limited liability company, its certificate of organization and operating agreement, or the comparable records provided for in its governing statute;
(D)
For a business trust, its agreement of trust and declaration of trust;
(E)
For a domestic or foreign corporation for profit, its articles of incorporation, bylaws, and other agreements among its shareholders which are authorized by its governing statute, or the comparable records provided for in its governing statute; and
(F)
For any other organization, the records that:
(i)
Create the organization;
(ii)
Determine the internal governance of the organization; and
(iii)
Determine the relations among the organization's owners, members, and interested parties; and
(10)
"Surviving organization" means an organization into which one (1) or more other organizations are merged.
Amended by Act 2023, No. 108,§ 2, eff. 8/1/2023.
2009, No. 408, § 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 11 - CONVERSION AND MERGER (§§ 4-27-1101 — 4-27-1111) › Section 4-27-1102 - Conversion

(a)
An organization other than a corporation may convert to a corporation, and a corporation may convert to another organization under this section and §§
4-27-1103
-
4-27-1105
and a plan of conversion, if the:
(1)
Other organization's governing statute authorizes the conversion and is complied with; and
(2)
Conversion is not prohibited by the law of the jurisdiction that enacted the governing statute.
(b)
A plan of conversion must be in a record and must include the:
(1)
Name and form of the organization before conversion;
(2)
Name and form of the organization after conversion;
(3)
Terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration; and
(4)
Organizational documents of the converted organization.
2009, No. 408, § 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 11 - CONVERSION AND MERGER (§§ 4-27-1101 — 4-27-1111) › Section 4-27-1103 - Action on plan of conversion by converting corporation

(a)
A plan of conversion may be approved if the:
(1)
Board of directors recommends the plan of conversion 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 conversion is submitted to the shareholders; and
(2)
Shareholders entitled to vote approve the plan.
(b)
The board of directors may condition its submission of the proposed conversion on any basis.
(c)
(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 conversion; and
(B)
Contain or be accompanied by a copy or summary of the plan.
(d)
Unless this chapter, the articles of incorporation, or the board of directors acting under subsection (b) of this section require a greater vote or a vote by voting groups, the plan of conversion to be authorized must be approved 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.
(e)
Subject to any contractual rights, until a conversion is filed under §
4-27-1104
, a converting corporation may amend the plan or abandon the planned conversion:
(1)
As provided in the plan; and
(2)
Except as prohibited by the plan, by the same consent required to approve the plan.
2009, No. 408, § 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 11 - CONVERSION AND MERGER (§§ 4-27-1101 — 4-27-1111) › Section 4-27-1104 - Filings required for conversion - Effective date

(a)
(1)
After a plan of conversion is approved a converting corporation shall file articles of conversion with the Secretary of State.
(2)
The articles of conversion shall include:
(A)
A statement that the corporation has been converted into another organization;
(B)
The name and form of the organization and the jurisdiction of its governing statute;
(C)
The date the conversion is effective under the governing statute of the converted organization;
(D)
A statement that the conversion was approved as required by this chapter;
(E)
A statement that the conversion was approved as required by the governing statute of the converted organization;
(F)
A statement confirming that the converted organization has filed a statement appointing an agent for service of process under §
4-20-112
if the converted organization is a foreign organization not authorized to transact business in this state; and
(G)
(i)
A copy of the plan of conversion; or
(ii)
A statement that:
(a)
Contains the address of an office of the organization where the plan of conversion is on file; and
(b)
A copy of the plan of conversion will be furnished by the converting corporation on request and without cost to any shareholder of the converting corporation.
(b)
(1)
If the converting organization is not a converting corporation, the converting organization shall file articles of incorporation with the Secretary of State.
(2)
The articles of incorporation shall include, in addition to the information required by §
4-27-202
:
(A)
A statement that the corporation was converted from another organization;
(B)
The name and form of the organization and the jurisdiction of its governing statute; and
(C)
A statement that the conversion was approved in a manner that complied with the organization's governing statute.
(c)
A conversion becomes effective:
(1)
If the converted organization is a corporation, when the articles of incorporation take effect; and
(2)
If the converted organization is not a corporation, as provided by the governing statute of the converted organization.
2009, No. 408, § 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 11 - CONVERSION AND MERGER (§§ 4-27-1101 — 4-27-1111) › Section 4-27-1105 - Effect of conversion

(a)
An organization that has been converted under this subchapter is for all purposes the same entity that existed before the conversion.
(b)
When a conversion takes effect:
(1)
All property owned by the converting organization remains vested in the converted organization;
(2)
All debts, liabilities, and other obligations of the converting organization continue as obligations of the converted organization;
(3)
An action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred;
(4)
Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization;
(5)
Except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect; and
(6)
Except as otherwise agreed, the conversion does not dissolve a converting corporation under §
4-27-1401
et seq.
(c)
(1)
A converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by the converting corporation, if before the conversion the converting corporation was subject to suit in this state on the obligation.
(2)
A converted organization that is a foreign organization and not authorized to transact business in this state may be served with process under §
4-20-113
if the converted organization:
(A)
Fails to appoint an agent for service of process under §
4-20-112
;
(B)
No longer has an agent for service of process; or
(C)
Has an agent for service of process that cannot with reasonable diligence be served.
2009, No. 408, § 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 11 - CONVERSION AND MERGER (§§ 4-27-1101 — 4-27-1111) › Section 4-27-1106 - Merger

(a)
A corporation may merge with one (1) or more other constituent organizations under this section and §§
4-27-1107
-
4-27-1110
and a plan of merger if:
(1)
The governing statute of each of the other organizations authorizes the merger;
(2)
The merger is not prohibited by the law of a jurisdiction that enacted any of the governing statutes; and
(3)
Each of the other organizations complies with its governing statute in effecting the merger.
(b)
A plan of merger shall be in a record and shall include:
(1)
The name and form of each constituent organization;
(2)
The name and form of the surviving organization;
(3)
The terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration; and
(4)
Any amendments to be made by the merger to the surviving organization's organizational documents.
2009, No. 408, § 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 11 - CONVERSION AND MERGER (§§ 4-27-1101 — 4-27-1111) › Section 4-27-1108 - Merger of subsidiary

(a)
A parent corporation owning at least ninety percent (90%) of the outstanding shares of each class of a subsidiary corporation may merge the subsidiary corporation into itself without approval of the shareholders of the parent corporation or subsidiary corporation.
(b)
The board of directors of the parent corporation shall adopt a plan of merger that sets forth:
(1)
The names of the parent corporation and the subsidiary corporation; and
(2)
The manner and basis of converting the shares of the subsidiary corporation into:
(A)
Shares, obligations, or other securities of the parent corporation or any other corporation; or
(B)
Cash or other property.
(c)
The parent corporation shall mail a copy or summary of the plan of merger to each shareholder of the subsidiary who does not waive the mailing requirement in writing.
(d)
The parent corporation may not deliver articles of merger to the Secretary of State for filing until at least thirty (30) days after the date the parent corporation mailed a copy of the plan of merger to each shareholder of the subsidiary corporation who did not waive the mailing requirement.
(e)
Articles of merger under this section may not contain amendments to the articles of incorporation of the parent corporation except for amendments enumerated in §
4-27-1002
.
Acts 2009, No. 408, § 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 11 - CONVERSION AND MERGER (§§ 4-27-1101 — 4-27-1111) › Section 4-27-1109 - Filings required for merger - Effective date

(a)
After each constituent organization has approved a merger, articles of merger must be signed by an authorized representative of each constituent organization.
(b)
The articles of merger shall include:
(1)
The name and form of each constituent organization and the jurisdiction of its governing statute;
(2)
The name and form of the surviving organization and the jurisdiction of its governing statute;
(3)
The date the merger is effective under the governing statute of the surviving organization;
(4)
Any amendments provided for in the plan of merger for the organizational document of the surviving organization;
(5)
A statement as to each constituent organization that the merger was approved as required by the organization's governing statute;
(6)
A statement confirming that the surviving organization has filed a statement appointing an agent for service of process under §
4-20-112
if the surviving organization is a foreign organization not authorized to transact business in this state;
(7)
(A)
A copy of the plan of merger; or
(B)
A statement that:
(i)
Contains the address of an office of the surviving organization where the plan of merger is on file; and
(ii)
A copy of the plan of merger will be furnished by the surviving organization on request and without cost to any shareholder, member, partner, or other owner of any constituent organization; and
(8)
Any additional information required by the governing statute of any constituent organization.
(c)
Each constituent organization shall deliver the articles of merger for filing in the office of the Secretary of State.
(d)
A merger becomes effective under this subchapter:
(1)
If the surviving organization is a corporation, upon the later of:
(A)
Compliance with subsection (c) of this section; or
(B)
The date specified in the articles of merger; or
(2)
If the surviving organization is not a corporation, as provided by the governing statute of the surviving organization.
Acts 2009, No. 408, § 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 11 - CONVERSION AND MERGER (§§ 4-27-1101 — 4-27-1111) › Section 4-27-1110 - Effect of merger

(a)
When a merger becomes effective:
(1)
The surviving organization continues or comes into existence;
(2)
Each constituent organization that merges into the surviving organization ceases to exist as a separate entity;
(3)
All property owned by each constituent organization that ceases to exist vests in the surviving organization;
(4)
All debts, liabilities, and other obligations of each constituent organization that ceases to exist continue as obligations of the surviving organization;
(5)
An action or proceeding pending by or against a constituent organization that ceases to exist may continue as if the merger had not occurred;
(6)
Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization;
(7)
Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect;
(8)
Except as otherwise agreed, if a constituent corporation ceases to exist, the merger does not dissolve the corporation for the purposes of §
4-27-1401
et seq.; and
(9)
Any amendments provided for in the articles of merger for the organizational documents of the surviving organization become effective.
(b)
(1)
A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by a constituent organization if before the merger the constituent organization was subject to suit in this state on the obligation.
(2)
A surviving organization that is a foreign organization and not authorized to transact business in this state may be served with process under §
4-20-113
if the surviving organization:
(A)
Fails to appoint an agent for service of process under §
4-20-112
;
(B)
No longer has an agent for service of process; or
(C)
Has an agent for service of process that cannot with reasonable diligence be served.
Acts 2009, No. 408, § 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 11 - CONVERSION AND MERGER (§§ 4-27-1101 — 4-27-1111) › Section 4-27-1111 - Chapter not exclusive

This chapter does not preclude an organization from being converted or merged under other law.
Acts 2009, No. 408, § 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 12 - SALE OF ASSETS (§§ 4-27-1201 — 4-27-1202) › Section 4-27-1201 - Sale of assets in regular course of business and mortgage of assets

(a)
A corporation may, on the terms and conditions and for the consideration determined by the board of directors:
(1)
sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property in the usual and regular course of business;
(2)
mortgage, pledge, dedicate to the repayment of indebtedness (whether with or without recourse), or otherwise encumber any or all of its property whether or not in the usual and regular course of business; or
(3)
transfer any or all of its property to a corporation all the shares of which are owned by the corporation.
(b)
Unless the articles of incorporation or another provision of this chapter so require, approval by the shareholders of a transaction described in subsection (a) of this section is not required.
Acts 1987, No. 958, § 64-1201.
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 12 - SALE OF ASSETS (§§ 4-27-1201 — 4-27-1202) › Section 4-27-1202 - Sale of assets other than in regular course of business

(a)
A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property (with or without the good will), otherwise than in the usual and regular course of business, on the terms and conditions and for the consideration determined by the corporation's board of directors, if the board of directors proposes and its shareholders approve the proposed transaction.
(b)
For a transaction to be authorized:
(1)
the board of directors must recommend the proposed transaction to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders with the submission of the proposed transaction; and
(2)
the shareholders entitled to vote must approve the transaction.
(c)
The board of directors may condition its submission of the proposed transaction on any basis.
(d)
The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with §
4-27-705
. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, or other disposition of all, or substantially all, the property of the corporation and contain or be accompanied by a description of the transaction.
(e)
Unless the articles of incorporation or the board of directors (acting pursuant to subsection (c) of this section) require a greater vote or a vote by voting groups, the transaction to be authorized must be approved by a majority of all the votes entitled to be cast on the transaction.
(f)
After a sale, lease, exchange, or other disposition of property is authorized, the transaction may be abandoned (subject to any contractual rights) without further shareholder action.
(g)
A transaction that constitutes a distribution is governed by §
4-27-640
and not by this section.
Acts 1987, No. 958, § 64-1202.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 13 - DISSENTERS' RIGHTS (§§ 4-27-1301 — 4-27-1331) › Part A - RIGHT TO DISSENT AND OBTAIN PAYMENT FOR SHARES (§§ 4-27-1301 — 4-27-1304) › Section 4-27-1301 - Definitions

In this subchapter:
(1)
"Corporation" means the issuer of the shares held by a dissenter before the corporate action, or the surviving or acquiring corporation by merger or share exchange of that issuer.
(2)
"Dissenter" means a shareholder who is entitled to dissent from corporate action under §
4-27-1302
and who exercises that right when and in the manner required by §§
4-27-1320
-
4-27-1328
.
(3)
"Fair value", with respect to a dissenter's shares, means the value of the shares immediately before the effectuation of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action unless exclusion would be inequitable.
(4)
"Interest" means interest from the effective date of the corporate action until the date of payment, at the average rate currently paid by the corporation on its principal bank loans or, if none, at a rate that is fair and equitable under all the circumstances.
(5)
"Record shareholder" means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.
(6)
"Beneficial shareholder" means the person who is a beneficial owner of shares held in a voting trust or by a nominee as the record shareholder.
(7)
"Shareholder" means the record shareholder or the beneficial shareholder.
Acts 1987, No. 958, § 64-1301; 1987 (1st Ex. Sess.), No. 11, § 10.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 13 - DISSENTERS' RIGHTS (§§ 4-27-1301 — 4-27-1331) › Part A - RIGHT TO DISSENT AND OBTAIN PAYMENT FOR SHARES (§§ 4-27-1301 — 4-27-1304) › Section 4-27-1302 - Right of dissent

(a)
A shareholder is entitled to dissent from and obtain payment of the fair value of the shareholder's shares in the event of any of the following corporate actions:
(1)
Consummation of a plan of conversion to which the corporation is a party;
(2)
Consummation of a plan of merger to which the corporation is a party if:
(A)
Shareholder approval is required for the merger by §
4-27-1107
or the articles of incorporation and the shareholder is entitled to vote on the merger; or
(B)
The corporation is a subsidiary that is merged with its parent under §
4-27-1108
;
(3)
Consummation of a plan of share exchange to which the corporation is a party as the corporation whose shares will be acquired, if the shareholder is entitled to vote on the plan;
(4)
Consummation of a sale or exchange of all, or substantially all, of the property of the corporation other than in the usual and regular course of business, if the shareholder is entitled to vote on the sale or exchange, including a sale in dissolution, but not including a sale under court order or a sale for cash under a plan by which all or substantially all of the net proceeds of the sale will be distributed to the shareholders within one (1) year after the date of sale;
(5)
An amendment to the articles of incorporation that materially and adversely affects rights in respect of a dissenter's shares because it:
(i)
Alters or abolishes a preferential right of the shares;
(ii)
Creates, alters, or abolishes a right in respect of redemption, including a provision respecting a sinking fund for the redemption or repurchase of the shares;
(iii)
Alters or abolishes a preemptive right of the holder of the shares to acquire shares or other securities;
(iv)
Excludes or limits the right of the shares to vote on any matter, or to cumulate votes, other than a limitation by dilution through issuance of shares or other securities with similar voting rights; or
(v)
Reduces the number of shares owned by the shareholder to a fraction of a share if the fractional share so created is to be acquired for cash under §
4-27-604
; or
(6)
Any corporate action taken pursuant to a shareholder vote to the extent the articles of incorporation, bylaws, or a resolution of the board of directors provide that voting or nonvoting shareholders are entitled to dissent and obtain payment for their shares.
(b)
A shareholder entitled to dissent and obtain payment for the shareholder's shares under this subchapter may not challenge the corporate action creating the shareholder's entitlement unless the action is unlawful or fraudulent with respect to the shareholder or the corporation.
Acts 1987, No. 958, § 64-1302; 1987 (1st Ex. Sess.), No. 11, § 11; 2009, No. 408, §§ 3, 9.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 13 - DISSENTERS' RIGHTS (§§ 4-27-1301 — 4-27-1331) › Part A - RIGHT TO DISSENT AND OBTAIN PAYMENT FOR SHARES (§§ 4-27-1301 — 4-27-1304) › Section 4-27-1303 - Dissent by nominees and beneficial owners

(a)
A record shareholder may assert dissenters' rights as to fewer than all the shares registered in his name only if he dissents with respect to all shares beneficially owned by any one (1) person and notifies the corporation in writing of the name and address of each person on whose behalf he asserts dissenters' rights. The rights of a partial dissenter under this subsection are determined as if the shares as to which he dissents and his other shares were registered in the names of different shareholders.
(b)
A beneficial shareholder may assert dissenters' rights as to shares held on his behalf only if:
(1)
he submits to the corporation the record shareholder's written consent to the dissent not later than the time the beneficial shareholder asserts dissenters' rights; and
(2)
he does so with respect to all shares of which he is the beneficial shareholder or over which he has power to direct the vote.
Acts 1987, No. 958, § 64-1303.
Arkansas Code of 1987 (2023) › Title 4 - BUSINESS AND COMMERCIAL LAW (§§ 4-1-101 — 4-119-105) › Subtitle 3 - CORPORATIONS AND ASSOCIATIONS (§§ 4-25-101 — 4-38-1203) › Chapter 27 - BUSINESS CORPORATION ACT OF 1987 (§§ 4-27-101 — 4-27-1908) › Subchapter 13 - DISSENTERS' RIGHTS (§§ 4-27-1301 — 4-27-1331) › Part B - PROCEDURE FOR EXERCISE OF DISSENTERS' RIGHTS (§§ 4-27-1320 — 4-27-1329) › Section 4-27-1320 - Notice of dissenters' rights

(a)
If proposed corporate action creating dissenters' rights under §
4-27-1302
is submitted to a vote at a shareholders' meeting, the meeting notice must state that shareholders are or may be entitled to assert dissenters' rights under this chapter and be accompanied by a copy of this chapter.
(b)
If corporate action creating dissenters' rights under §
4-27-1302
is taken without a vote of shareholders, the corporation shall notify in writing all shareholders entitled to assert dissenters' rights that the action was taken and send them the dissenters' notice described in §
4-27-1322
.
Acts 1987, No. 958, § 64-1304.